CIRCULAR ON THE RELEVANT WORK OF ANNUAL JOINT EXAMINATION OF ENTERPRISES WITH FOREIGN INVESTMENT OF 2003

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

Circular on the Relevant Work of Annual Joint Examination of Enterprises with Foreign Investment of 2003

WaiJinMaoZiFa [2002] No.591

February 24, 2003

The commissions (departments, bureaus) of foreign trade and economic cooperation, economic and trade commissions (economic commissions),
departments (bureaus) of finance, state tax bureaus, local tax bureaus, administrations for industry and commerce, administrations
of foreign exchange of provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately
listed on the State plan, Guangdong Sub-administration of Customs and the customs directly under the General Administration of Customs:

Through the efforts of recent years, the annual joint examination of enterprises with foreign investment has played an important role
in improving the soft environment for investment, alleviating the enterprises’ burden and strengthening the communication and coordination
between the government departments. For successful progress of the annual joint examination of enterprises with foreign investment
of the whole country in 2003, and to keep on implementing the spirits of the Circular on the Implementation Scheme on Annual Joint
Examination of Enterprises with Foreign Investment (WaiJinMaoZiFa [1998] No.938, hereinafter referred to as the Circular), the relevant
issues are hereby notified as follows:

The period from March 1 through May 31, 2003 is the work time of the annual joint examination of enterprises with foreign investment.
The localities shall organize the annual joint examination of enterprises with foreign investment strictly in accordance with the
requirements of the Circular, and the departments shall actively participate in the examination.

II.

The localities shall enhance the publicity of annual joint examination of enterprises with foreign investment, and strive to have
more enterprises participate in the examination. For those failing to declare for annual examination, failing to make faithful reports
in the annual examination or committing law-breaking or rule-breaking acts in production or business operations, the departments
of annual joint examination shall dealt with the punish the offenders pursuant to the laws and regulations.

III.

The localities shall promptly correct the acts not in line with the guidance of the Circular, prohibit those participating the examination
in other’s name, strengthen the direction for basic-level annual joint examination, inspect the progress of the examination work
and the implementation of the Circular, get to know and coordinate the settlement of the problems arising in the examination in a
timely manner, and guarantee the successful progress of the annual joint examination of their respective localities.

IV.

The departments of annual joint examination shall strengthen the communication and coordination between themselves. The departments
shall take the examination as an opportunity to change their administration methods, and shall stress the role of integrated coordination
and administration between the departments. The departments shall strengthen the coordination of the annual joint examination under
the leadership of the people’s governments at corresponding levels. The localities with necessary conditions shall have the departments
carry out the annual joint examination together, and the local finance shall give support. The departments shall exchange opinions
through joint work and conference, earnestly carry out the provisions of the Circular and improve the level of annual joint examination.

The localities shall strengthen the administration of intermediary agencies, regulate the acts of the intermediary agencies e.g. accounting
firms etc, formulate specific regulations on the services that need to be provided by intermediary agencies, and impose heavier punishment
on those intermediary agencies with rule-breaking operations. The problems of accounting firms and other intermediary agencies found
out during the annual examination shall be passed on to the departments in charge in a timely manner.

The Form of Foreign Exchange Payment in the Circular on Adjustment of the Form of Foreign Exchange Content in the Annual Examination
of Foreign Exchange of Enterprises with Foreign Investment (HuiFa [2002] No.124) jointly distributed by the State Administration
of Foreign Exchange and the Ministry of Finance shall still be filled in by registered public accountants.

VI.

The relevant departments of annual joint examination shall cooperate closely, sort out, nullify and revoke the enterprises that have
no capital, site and structure. The number of the enterprises that have been deprived of the approval certificate in the current
year and the accumulative number of such enterprises shall be counted, and the information about sorting out, nullification and revocation
shall be indicated in the summary of the annual joint examination.

VII.

According to the Circular, the departments of annual joint examination may not add new charges, except that the administrations for
industry and commerce may take the charges according to the original standards. The departments shall firmly sort out and stop those
that, in violation of the provisions, take charges from enterprises or do so in disguised forms by the chance of annual joint examination,
or conduct annual examinations over enterprises with foreign investment without approval of the State Council, thus increasing the
enterprises’ burden by taking arbitrary charges or imposing random examinations.

VIII.

In order to improve the efficiency of annual joint examination and alleviate the enterprises’ burden, pilot projects of on-line annual
joint examination of enterprises with foreign investment will be carried out in Anhui, Beijing, Shanghai and Shenzhen etc, and will
be spread to other regions of China with the necessary conditions.

IX.

The departments shall strengthen the training of the functionaries of annual joint examination, enhance their sense of service and
operation quality, to provide open, transparent and normative services to the enterprises. And annual joint examination consultation
and complaint agencies shall be set up to accept the inquiries and complaints filed by enterprises with foreign investment.

In order to guarantee the quality of the data gathered through the annual joint examination, the data of the localities shall go through
the preliminary joint review on a regional basis before being submitted, and the departments in charge of foreign trade and economic
cooperation of the localities shall make good preparations for the joint review.

XI.

The localities shall strengthen the statistics and analysis of the annual examination data, use the information and materials obtained
through the examination to analyze in depth the production and business operations and the general problems of enterprises with foreign
investment, and to carry out wide-range survey, study and communication.

This is hereby the notification.

The Ministry of Foreign Trade and Economic Cooperation, the State Economic and Trade Commission, the Ministry of Finance,
the General Customs Administration, the State Administration of Taxation, the State Administration for Industry and Commerce, the
State Administration of Foreign Exchange
2003-02-24

INTERIM MEASURES FOR ADMINISTRATION OF ASSOCIATIONS OF ENTERPRISES FUNDED BY TAIWAN COMPATRIOTS

Taiwan Affairs Office of the State Council, The Ministry of Civil Affairs

Notice of Taiwan Affairs Office of the State Council and the Ministry of Civil Affairs Concerning Printing and Issuing Interim Measures
for Administration of Associations of Enterprises Funded by Taiwan Compatriots

Taiwan affairs office and the ministry of civil affairs of every province, autonomous region and municipality directly under the Central
Government, Taiwan affairs office and the ministry of civil affairs of every city specifically designated in the state plan:

Interim Measures for Administration of Associations of Enterprises Funded by Taiwan Compatriots are hereby printing and issuing, please
carry out.

Taiwan Affairs Office of the State Council

The Ministry of Civil Affairs

March 20,2003

Interim Measures for Administration of Associations of Enterprises Funded by Taiwan Compatriots

Article 1

These measures are formulated for the purpose of guaranteeing the legal rights and interests of the Associations of Enterprises Funded
by Taiwan Compatriots (hereinafter referred as to AETCs), accelerating economic communications and cooperation between the Mainland
and Taiwan and normalizing the administration, according to the Law of the People’s Republic of China on Protection of the Investments
of Taiwan Compatriots as well as the Administrative Regulations of Associations Registration.

Article 2

AETCs refer to the associations legally established voluntarily which principal members are the enterprises funded by Taiwan compatriots
(hereinafter referred as to ETC) and registered in the Mainland China.

Article 3

AETCs shall abide by the State’s constitutions, laws and regulations and shall not endanger reunification of the country, security
of the State and solidarity of the nations, and shall not impair the State’s interests, public interests or citizen legal rights
and interests.

Article 4

The State protects the legal rights and interests of AETCs and their members as well as legal activities according to their corporate
charters.

Article 5

AETCs take a purpose of serving their members and accelerating the communications and cooperation between the Mainland and Taiwan.
Their key operations include:

(1)

Developing association and communication activities;

(2)

Providing the members with consulting services on State’ laws and regulations and economic information;

(3)

Communicating between the members and local governments and relevant administrative organs, reporting opinions, suggestions and demands
on production and operation from the members, and maintaining the legal rights and interests of the members.

(4)

Accelerating the economic communications and cooperation between the local economies and Taiwan Region.

(5)

Hosting social and commonweal activities;

(6)

Helping the members to solve the problems met in the work and life.

Article 6

The Taiwan Affairs Office of the State Council and relevant Taiwan affairs offices of local peoples’ governments are the supervising
organs for the operations of AETCs. The relevant Taiwan affairs offices of local peoples’ governments and civil affairs administrations
are responsible for directing the operations of AETCs and administrating their registration affairs.

Article 7

The members of AETCs are divided into entity ones (as the principal body) and individual ones.

An entity member is an ETC joining the AETC in the name of its business name, which is registered locally.

An individual member is a Taiwan compatriot joining the local AETC in the name of himself, which business is registered locally, as
well as a person who provides services to the AETC in a proper name.

Article 8

The following requirements shall be met with for establishing an AETC:

(1)

In a region where there mass ETCs;

(2)

Over 50 founder members including no less than 30 entity members;

(3)

A fixed operation site;

(4)

Full-time staff suitable for developing operation activities;

(5)

Legal fund sources.

(6)

Other requirements stipulated in the laws, regulations, and rules.

Article 9

Any establishment of an AETC shall be examined and approved by the competent administration registered according to relative regulations
and reported to and recorded by the Taiwan Affairs Office of the State Council.

Article 10

Local Taiwan affairs offices shall fulfill their responsibilities as competent administrations and provide services and assistances
to AETCs.

(1)

Directing the activities performed by AETCs’ according to laws;

(2)

Assisting AETCs in communicating with local governments and relevant administrations;

(3)

Assisting AETCs in organizing activities related to major economic exchanging and major conferences.

(4)

Assisting AETCs in organizing trainings on laws and economic operations;

(5)

Providing assistance to the commonweal activities hosted by AETCs;

(6)

Providing assistance in solving problems met by AETCs in their operations and difficulties met by their members in their production
and life; and

(7)

Providing other necessary assistances.

Article 11

The chairman of an AETC shall be assumed by a Taiwan businessman. Any chairman and vice-chairman shall meet with following requirements:

(1)

Abiding by the principle of one China, upholding the reunification of the country, and actively and willingly striving for accelerating
the economic communications and cooperation;

(2)

A Taiwan businessman with competitive capability in economy and his business shall have a certain large scale.

(3)

A Taiwan businessman with good personal quality, who enjoys a prestige among local Taiwan businessmen.

(4)

Enthusiastic about the work of the association, with strong working capability.

(5)

Good in health, capable of routine job.

(6)

Not a legal representative of any other association; and

(7)

With full capacity for civil conduct.

Article 12

In order for AETC to communicate with the administration of government easily and provide better services for the members, the responsible
person of the Taiwan affairs office of the local people’s government may accept the invitation from the AETC to hold a proper post
in the AETC. The person to be engaged for a post in the AETC shall be selected according to the procedures of the constitutions of
the AETC and shall not take any pay from the AETC?>

Article 13

The employment of common staff by an AETC shall be accordance with relevant regulations of the State.

Article 14

For receptions of visits of key visiting groups or persons from Taiwan, the AETC shall report to the local competent administration
beforehand for record.

Major activities to be hosted by an AETC including establishment, expiration of office terms and celebration shall be reported to
the competent administration for approval.

Any Tran regional activities to be hosted by an AETC shall be reported to the competent administration for reporting to its upper
level administration for approval.

Article 15

No AETC shall join a foreign chamber of commerce or an overseas association.

An AETC shall operate according to its constitution independently without any subjection relationship with any other organization,
and shall not accept any consign from any other organization or individual to pursue any activity incompliant with its constitution.

Article 16

Any receipt of member fees, donations or financial assistances shall be accordance with the tenet and business scope specified in
its constitution. The receipt and use of such member fees, donations or financial assistances shall be reported to the competent
administration and registration administration authority and shall be publicized in a proper way.

Article 17

The competent administration and registration administration authority shall grant commends to the AETCs with excellent performances
during their legal operations.

Article 18

For an AETC established prior to the enforcement of these Measures, any incompliance with these Measure shall be corrected within
six months since the enforcement of these Measures according to relative regulations in these Measures.

Article 19

Any circumstance that have not mentioned in these Measures shall be dealt with according to the Administrative Regulations of Associations
Registration as well as relevant regulations of the State.

Article 20

The Taiwan Affairs Office of the State Council is responsible for the interpretation of these Measures.

Article 21

These Measures shall enter into force as of April 20, 2003.

Taiwan Affairs Office of the State Council, The Ministry of Civil Affairs
2003-03-20

PROVISIONS FOR IDENTIFICATION AND PROTECTION OF WELL-KNOWN TRADEMARKS

The State Administration for Industry and Commerce

Decree of the State Administration for Industry and Commerce of the People’s Republic of China

No.5

The Provisions for Identification and Protection of Well-Known Trademarks, adopted at executive meeting of the State Administration
for Industry and Commerce, is hereby promulgated, and shall enter into force as of June 1, 2003.

General Director of the State Administration for Industry and Commerce Wang Zhongfu

April 17, 2003

Provisions for Identification and Protection of Well-known Trademarks

Article 1

The present Provisions are formulated in accordance with the Trademark Law of the People’s Republic of China (hereinafter referred
to as the Trademark Law) and the Rules on Implementing the Trademark Law of the People’s Republic of China (hereinafter referred
to as the Implementing Rules).

Article 2

The “well-known trademark” herein refers to a trademark widely known by the relevant public and highly reputable in China.

The “relevant public” includes the consumers related to certain kind of commodities or services indicated by a trademark, manufacturers
of the said commodities or other operators who provide relevant services, and the sellers and other people involved in the market.

Article 3

The following materials may be used as the certification materials of a well-known trademark:

relevant materials that can evidence the extent that the relevant public know the trademark;

relevant materials that can evidence the lasting time of the trademark, including the materials involving the history and scope of
the use and registration of the trademark;

relevant materials that can evidence the lasting time, extent and geographic scope of any publicity work, including ways of adverting
and promotion, geographic scope, type of publicity media and the quantity of the launched advertisements;

Relevant materials that can indicate that this trademark has been protected as a famous one, including the pertinent materials that
the trademark has been protected as a well-known trademark in China, or in other country or region;

Other evidential materials that can indicate the trademark is famous, including the materials regarding the recent 3 years of output,
sales volume, profit payments and tax turnover and sales territory of the principal commodities using this trademark.

Article 4

Where a trademark, which has been given preliminary examination and approval and publicly announced, is thought to be in violation
of Article 13 of the Trademark Law, the party involved may raise an objection to the trademark office in accordance with the relevant
provisions of the Trademark Law and the Implementing Rules and shall submit relevant materials that can prove the trademark as famous.

Where a registered trademark is thought to be in violation of Article 13 , the party involved may file an application to the Trademark
Review and Adjudication Board, pleading it to make a ruling to revoke the registered trademark, and shall submit relevant materials
that can prove the trademark as famous.

Article 5

In the management of trademarks, where a trademark used by others is thought to be in violation of Article 13 and it is requested
to protect this famous trademark, the party involved may file an written application to the administrative department at the city
(prefecture, region) level of the place where case has occurred, pleading it to ban such use, and shall submit relevant materials
that can prove the trademark as famous. At the same time, it shall report to the administrative department at the provincial level
where it is located.

Article 6

Having received an application for the protection of a famous trademark in the administration of marks, the administrative department
for industry and commerce shall examine whether the case falls within the following circumstances as provided in Article 13 of the
Trademark Law:

Where a well-known trademark that hasn’t been registered in China is used on identical or similar commodities of others without permission,
and it is likely to cause confusion;

Where an trademark identical or similar to a well-known trademark that has been registered in China is used on the different or dissimilar
commodities without permission, and it is likely to mislead the public and to cause damages to the interests of the registrant of
the well-know trademark.

In any of the above-mentioned circumstances, the administrative department at the city (prefecture, region) level shall submit the
complete set of materials of this case to the administrative department of this province (autonomous region, municipality directly
under the Central Government) within 15 days as of the acceptance of the application, and shall issue a case acceptance notice to
the parties involved. Within 15 days as of the acceptance of the application, the administrative department of this province (autonomous
region, municipality directly under the Central Government) shall submit the complete set of materials of this case to the trademark
office.

A case not falling within the above-mentioned circumstances shall be timely resolved in accordance with the Trademark Law and the
Implementing Rules.

Article 7

The administrative department of the province (autonomous region, municipality directly under the Central Government) shall examine
the materials involving well-known trademark protection submitted by the administrative departments at the city (prefecture, region)
level within its jurisdiction.

For a case falling within the circumstance as listed in the first paragraph of Article 6 of the present Provisions, the materials
of the case submitted by the administrative department for industry and commerce at the city (prefecture, region) level shall be
submitted to the trademark office within 15 days as of the acceptance of these materials.

For a case not falling within the circumstance as listed in the first paragraph of Article 6 of the present Provisions, the relevant
materials shall be returned to the original acceptance organ, and the case shall be timely resolved in accordance with the Trademark
Law and the Implementing Rules.

Article 8

The trademark office shall make a decision about the relevant materials of a case, shall inform the administrative department of the
province (autonomous region, municipality directly under the Central Government) where this case occurred of the decision, and send
a copy of the decision to the administrative department of the province (autonomous region, municipality directly under the Central
Government) where the involving parties are located.

Except for the materials for proving the trademark famous, the trademark office shall return the other materials to the administrative
department of the province (autonomous region, municipality directly under the Central Government) where the case occurred.

Article 9

For a trademark that has not been identified as famous, the applicant shall not file another application for the same trademark on
the basis of the same facts and reasons within one year as of the decision is made.

Article 10

When determining whether a trademark is famous or not, the trademark office and the Trademark Review and Adjudication Board shall
take account of all the factors listed by Article 14 of the Trademark Law, but it shall not set a precondition – to require the
trademark to satisfy all the factors – for the trademark

Article 11

When protecting a well-known trademark, the trademark office, Trademark Review and Adjudication Board and local administrative department
of industry and commerce shall take the distinction and level of fame of the trademark into consideration.

Article 12

Where an applicant requests to protect its trademark in accordance with Article 13 of the Trademark law, it may offer records that
this trademark has ever been protected as a famous one by the administrative organ of our country.

If the protection scope of the case upon acceptance is almost the same as that of the case in which the trademark has already been
protected as a famous trademark, and both parties to the case raise no objection to the point that the trademark is famous, or the
opposing party raise an objection, but fails it to offer evidential materials to prove that this trademark is not famous, the administrative
department of industry and commerce that accepts this case shall make a ruling on or solve the case on the basis of the conclusion
of the protected records.

If the protection scope of the case upon acceptance differs from that of the case in which the trademark has already been protected
as a famous trademark, the opposing party raises an objection to the point that the trademark is famous and offers evidential materials
to prove that this trademark is not famous, therefore the materials related to the famous trademark shall be re-examined and identified
by the trademark office and the Trademark Review and Adjudication Board.

Article 13

If a party concerned holds that its famous trademark which has been registered as an enterprise name by others may cheat or mislead
the public, it may apply to the administrative organ of enterprise name registration for canceling the registration of this enterprise
name. The administrative organ of enterprise name registration shall deal with such a case in accordance with the Administrative
Provisions of Enterprise Name Registration.

Article 14

The administrative departments of industry and commerce of all levels shall strengthen the protection of famous trademarks, and shall
transfer the suspected cases of crimes of counterfeit trademark to the relevant departments in time.

Article 15

The administrative department of industry and commerce of the province (autonomous region, municipality directly under the Central
Government) where the organ which made the decision is located shall send a copy of the decision made to protect the famous trademark.

Article 16

The administrative departments of industry and commerce of all levels shall establish relevant supervision system, create relevant
supervision and control measures, and strengthen the supervision and inspection of the whole process of the identification of a famous
trademark.

If the pertinent functionaries engaged in the identification of famous trademarks neglect their duties, abuse their powers, seek private
interests, seek improper profits, violate the law in the identification of famous trademarks, they shall be given an administrative
punishment in accordance with the law; and those who constitute crimes shall be subject to the criminal responsibilities in accordance
with the law.

Article 17

The Provisions shall enter into force as of June 1, 2003. At the same time, the Interim Provisions for Identification and Protection
of Well-known Trademarks promulgated by the State Administration for Industry and Commerce on August 14, 1996 shall be concurrently
repealed.

The State Administration for Industry and Commerce
2003-04-17

REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE CUSTOMS RANKS

Regulations of the People’s Republic of China on the Customs Ranks



	(Adopted at the 32nd Meeting of the Standing Committee of the Ninth National People’s Congress on February 28, 2003 and promulgated by Order No.85 of the President of the People’s Republic of China on February 28, 2003) Contents Chapter I General Provisions Chapter II Classification of Customs Ranks Chapter III Conferment of Customs Ranks Chapter IV Promotion of Customs Ranks Chapter V Retention, Demotion and Deprivation of Customs Ranks Chapter VI Supplementary Provisions Chapter I General Provisions Article 1 These Regulations are enacted in accordance with the Constitution, with a view to strengthening the contingent of the Customs personnel, enhancing their sense of responsibility, their sense of honor, and their sense of organization and discipline, and facilitating their performance of duties according to law. Article 2 A system of customs ranks shall be practised for the customs. Customs ranks may be conferred on the State public servants of the General Administration of Customs, sub-administrations of customs, Commissioner’s Office, regional customs, subordinate customs and offices. The system of the police ranks shall be practised for the anti-smuggling police of the customs. Article 3 A customs rank is embodied in the post_title and insignia identifying the grade and status of a customs officer and is an honor granted to him by the State. Article 4 The customs ranks of the customs personnel shall follow a scheme of Customs ranks graded in correspondence with post levels. Article 5 Customs officers holding higher customs ranks shall be the superiors of those holding lower ranks. Where a customs officer holding a higher rank is a subordinate, in terms of post, to a customs officer holding a lower rank, the latter shall be the superior. Article 6 The General Administration of Customs shall be in charge of the work concerning customs ranks. Chapter II Classification of Customs Ranks Article 7 The customs ranks are classified into the following thirteen grades under five categories: (1) Customs Commissioner-General and Deputy Customs Commissioner-General; (2) Customs Commissioner: First Grade, Second Grade, and Third Grade; (3) Customs Supervisor: First Grade, Second Grade, and Third Grade; (4) Customs Superintendent: First Grade, Second Grade, and Third Grade; and (5) Customs Inspector: First Grade and Second Grade. Article 8 The customs ranks corresponding to the different levels of posts held by the customs officers shall follow the scheme below: (1) Chief post at the level of General Administration: Customs Commissioner-General; (2) Deputy post at the level of General Administration: Deputy Customs Commissioner-General; (3) Chief post at the level of department: Customs Commissioner First Grade and Customs Commissioner Second Grade; (4) Deputy post at the level of department: Customs Commissioner Second Grade and Customs Commissioner Third Grade; (5) Chief post at the level of division: from Customs Commissioner Third Grade down to and including Customs Supervisor Second Grade; (6) Deputy post at the level of division: from Customs Supervisor First Grade down to and including Customs Supervisor Third Grade; (7) Chief post at the level of section: from Customs Supervisor Second Grade down to and including Customs Superintendent Second Grade; (8) Deputy post at the level of section: from Customs Supervisor Third Grade down to and including Customs Superintendent Third Grade; (9) Post at the level of section member : from Customs Superintendent First Grade down to and including Customs Inspector First Grade; and (10) Post at the level of office worker: from Customs Superintendent Second Grade down to and including Customs Inspector Second Grade. Chapter III Conferment of Customs Ranks Article 9 Customs ranks shall be conferred on the customs officers on the basis of their current posts, their political integrity and professional competence, the length of time in which they hold the posts as well as their seniority. Article 10 The customs authority shall confer on customs officers who are recruited through examinations or transferred from other departments the customs ranks that are commensurate with the posts they are assigned to respectively. Article 11 The conferment of customs ranks on customs officers shall be approved according to the limits of authority prescribed as follows: (1) The ranks of the Customs Commissioner-General, Deputy Customs Commissioner-General, Customs Commissioner First Grade and Customs Commissioner Second Grade shall be subject to the approval of and be conferred by the Premier of the State Council; (2) The ranks of the Customs Commissioner Third Grade down to and including the Customs Supervisor Third Grade shall be subject to the approval of and be conferred by the Minister of the General Administration of Customs; (3) The ranks at or below the Customs Superintendent First Grade for customs officers working in the headquarters and affiliated offices of the General Administration of Customs shall be subject to the approval of and be conferred by the Director of the Department of Political Affairs of the General Administration of Customs; and (4) The ranks at or below the Customs Superintendent First Grade for customs officers working in the regional and subordinate customs offices shall be subject to the approval of and be conferred by the Director General of the regional customs. Chapter IV Promotion of Customs Ranks Article 12 Customs officers holding the ranks at or below the Customs Supervisor Second Grade shall be promoted within the range of the customs ranks corresponding to their post levels and at the following intervals: Each promotion to the next higher grade requires three years for the Customs Inspector Second Grade up to and including the Customs Superintendent First Grade; and Each promotion to the next higher grade requires four years for the Customs Superintendent First Grade up to and including the Customs Supervisor First Grade. Article 13 At the end of the interval for promotion, the customs officers holding the rank at or below the Customs Supervisor Second Grade, who are qualified for promotion after appraisal, shall be promoted to the next higher grade; such promotion shall be deferred for those who are not qualified for it. Those who make outstanding achievements in work may be promoted in advance upon approval. Article 14 Selective promotion shall be conducted among the customs officers holding the rank at or above the Customs Supervisor First Grade, within the range of the customs ranks corresponding to their post levels and on the basis of their political integrity, professional competence and their actual achievements. Article 15 Where, a customs officer is promoted to a higher post but the customs rank he is holding is lower than the lowest rank prescribed in the scheme for the new post, he shall be promoted to that lowest rank correspondingly. Article 16 A customs inspector may be promoted to customs superintendent, a customs superintendent to customs supervisor, and a customs supervisor to customs commissioner only when they have received training and proved qualified. Article 17 The provisions in Article 11 of the Regulations shall be applicable to the limits of authority for approval of the promotion of customs ranks. Chapter V Retention, Demotion and Deprivation of Customs Ranks Article 18 When a customs officer retires, he may retain his customs rank but shall not wear the insignias thereof. When a customs officer is transferred from the customs, resigns or is dismissed, he shall not retain his customs rank. Article 19 Where a customs officer is demoted to a lower post for incompetence at the current post, if the customs rank he is holding is higher than the highest rank of the customs rank prescribed in the scheme for the new post, he shall be demoted to that highest rank. The limits of authority for approval of such demotion shall be the same as those for approval of the original customs rank. Article 20 Where a customs officer is given the administrative sanction of demotion or removal from the post, his customs rank shall be demoted accordingly. The limits of authority for approval of such demotion shall be the same as those for approval of the original customs rank. After demotion of the customs rank, the interval for promotion shall be calculated anew on the basis of the customs rank he is holding after demotion. Demotion in the customs rank shall not be applied to Customs Inspector Second Grade. Article 21 Where a customs officer is discharged as an administrative sanction, or commits crimes and is sentenced to deprivation of political rights or to fixed-term imprisonment or more serious criminal punishment, he shall be deprived of his customs rank accordingly, and there is no need to go through the approval formalities. The provisions in the preceding paragraph shall be applicable to the retired customs officers who commit crimes. Chapter VI Supplementary Provisions Article 22 The patterns of the insignias for the customs ranks and the way of wearing them shall be drawn up by the State Council. Article 23 These Regulations shall go into effect as of the date of promulgation.

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

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

The Government of the People’s Republic of China and the Government of the Republic of Guyana, hereinafter referred to as “the Contracting
Parties”

Desiring to intensify economic cooperation between both States on the basis of equality and mutual benefits;

Recognizing that the reciprocal encouragement, promotion and protection of investments will be conducive to stimulating the business
initiatives of investors and the economic development of both States;

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

Agreeing that these objectives can be achieved without relaxing health, safety and environmental measures of general application;

Respecting the sovereignty and laws of the Contracting Party within whose jurisdiction the investment falls;

Have agreed as follows:

Article 1

DEFINITIONS

For the purposes of this Agreement:

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

(a)

movable and immovable property as well as any other property rights such as mortgages, liens and pledges;

(b)

shares, stock, debentures and any other form of participation in company;

(c)

claims to money, or to any performance under contract having an economic value associated with an investment;

(d)

intellectual property rights, including copyrights, patents, industrial designs, trademarks, trade names, technical processes, know-how
and goodwill;

(e)

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

Any change in the form in which assets are invested shall not affect the character of the assets as investments, provided that such
change is done in conformity with laws and regulations of the Contracting Party in which the assets are invested.

“investors” means:

(a)

natural persons who have nationality of either Contracting Party in accordance with the laws of that Contracting Party;

(b)

economic entities, including companies, corporations, associations, partnerships and other organizations, incorporated and constituted
under the laws and regulations of either Contracting Party and which have their seats in that Contracting Party.

“nationals” means those persons referred to in paragraph 2 (a)above.

“returns” means the amounts yielded from an investment and in particular, though not exclusively, includes profit, interests, capital
gains, dividends, royalties and fees.

“territory” means:

the territory of the People’s Republic of China or the territory of Cooperative Republic of Guyana, respectively, as well as those
maritime areas including the seabed and subsoil, adjacent to the outer limit of the territorial sea over which the State concerned
exercises, in accordance with international law, sovereign rights or jurisdiction for the purpose of exploration and exploitation
of the natural resources of such areas.

Article 2

PROMOTION AND PROTECTIONOF INVESTMENTS

Each Contracting Party shall encourage and create favourable conditions for investors of the other Contracting Party to invest in
its territory and shall admit such investments in accordance with its laws and regulations.

Investments of the investors of each Contracting Party shall be accorded fair and equitable treatment and shall enjoy full protection
and security in the territory of the other Contracting Party.

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

Each Contracting Party shall issue visas and work permits in accordance with its own laws and regulations to nationals of the other
Contracting Party engaging in activities associated with investments made in its territory. Each Contracting Party shall encourage
its investors to employ their best endeavours to facilitate the training of local personnel and the transfer of skills.

Article 3

TREATMENT OF INVESTMENTS

For the purposes of this Article, “activities associated with the investments,” means the operation, management, maintenance, use,
enjoyment or disposal of those investments by the investor.

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

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

The treatment granted under this Article shall not relate to privileges, which either Contracting Party accords to investors of third
States or account of its membership in, or association with, a customs or economic union, a common market or a free trade area.

The treatment granted under this Article shall not relate to advantages which either Contracting Party accords to investors of third
States by virtue of a double taxation agreement or other international agreement regarding matters of taxation.

The provisions of this Article shall not prevent either Contracting Party from granting special incentives only to its own nationals
and companies in accordance with its laws and regulations in order to stimulate the creation or growth of local industries, provided
that such incentives do not impair the investments or the activities in connection with an investment, of nationals and companies
of the other Contracting Party.

Article 4

EXPROPRIATION

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

(a)

for the public purpose; and

(b)

under domestic law; and

(c)

without discrimination and

(d)

against compensation.

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the market value of the expropriated investments
immediately before the expropriation is taken or before the impending expropriation becomes public knowledge, whichever is the earlier.
The value shall be determined in accordance with the generally recognized principles of valuation as if the investments were to be
sold as an ongoing concern on the open market disregarding the question of expropriation. The compensation shall include interest
at the average commercial rate from the date of expropriation until the date of payment. The compensation shall be made without delay,
be effectively realizable and be freely transferable.

The investor affected shall have a right, under the law of the Contacting Party making the expropriation, to prompt review, by a judicial
or other independent authority of that Contracting Party, of his or its case and of the valuation of his or its investment in accordance
with the principles set out in this Article.

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or
other armed conflict, a state of national emergency, revolt, insurrection or riot or other similar event in the territory of the
latter Contracting Party shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation
or other settlement, no less favourable than that which the latter Contracting Party accords to its own investors or to investors
of any third State.

Article 6

TRANSFERS

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

(a)

profits, dividends, interest and other legitimate income;

(b)

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

(c)

payments pursuant to loans in connection with investments;

(d)

royalties and fees in relation to the matters in Paragraph 1(d) of Article 1 ;

(e)

earnings of nationals of the other Contracting Party who are allowed to work in connection with an investment in the territory of
the former Contracting Party;

(f)

compensation provided for in Article 5 ;

(g)

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

(h)

capital and additional sums necessary for the maintenance and development of the investments.

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

Transfers shall be made in freely convertible currency and at the applicable prevailing market rate of exchange in the territory of
the Contracting Party accepting the investment and on the date of transfer subject to any withholding tax, income tax and other taxes
unless otherwise agreed at the time of an individual investment.

Article 7

SUBROGATION

If one Contracting Party or its designated agency makes a payment to its investor under an indemnity give in respect of an investment
made in the territory of the other Contracting Party, the latter Contracting Party shall recognize the assignment of all the rights
and claims of the indemnified investor to the former Contracting Party or its designated agency, by law and the right of the former
Contracting Party or its designated agency to exercise by virtue of subrogation any such right to the same extent as the investor.

Article 8

SETTLEMENT OF DISPUTES BETWEEN

THE CONTRACTING PARTIES

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, if possible, be
settled by consultation through diplomatic channels.

If the dispute has not been settled within a period of six months from the date on which either Contracting Party raised the matter,
it may be submitted at the request of either Contracting Party to an Arbitral Tribunal.

Such an Arbitral Tribunal shall be constituted ad hoc as follows: each Contracting Party shall appoint one member, and these two members
shall agree upon a national of a third State having diplomatic relations with both Contracting Parties, as the chairman to be appointed
by the two Contracting Parties. Such members shall be appointed within two months, and such chairman within four months from the
date on which either Contracting Party has informed the other Contracting Party that it intends to submit the dispute to an Arbitral
Tribunal.

If within the periods specified in paragraph 3 above the necessary appointments have not been made, either Contracting Party shall,
in the absence of any other arrangement, invite the President of the International Court of justice to make the necessary appointments.
If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the
Vice-President shall be invited to make the necessary appointments. If the Vice CPresident is a national of either Contracting Party
or if he, too, is prevented from discharging the said function, the member of the Court next in seniority who is not a national of
either Contracting Party or is not otherwise prevented from discharging the said functions, shall be invited to make the necessary
appointments.

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

The Arbitral Tribunal shall reach its decision by a majority of votes, and this award shall be final and binding on both Contracting
Parties. The Arbitral Tribunal shall, upon the request of either Contracting Party, explain the reasons for its award.

Each Contracting Party shall bear the cost of its own member of the Arbitral Tribunal and of its representation in the arbitral proceedings;
the cost of the Chairman and the remaining costs shall be borne in equal parts by the Contracting Parties. The Arbitral Tribunal
may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting parties.

Article 9

SETTLEMENT OF DISPUTES BETWEEN ONE CONTRACTING PARTY AND AN INVESTOR OF THE OTHER CONTRACTING PARTY

For purposes of this Agreement, an “investment dispute” is a dispute between a Contracting Party and an investor of the other Contracting
Party, concerning an obligation of the former under this Agreement in relation to an investment of the latter.

In the event of an investment dispute, the Parties to the investment dispute should initially seek an amicable resolution through
consultation and negotiation.

If the dispute cannot be settled through negotiations within six months, either Party to the dispute shall be enpost_titled to submit the
dispute to the competent court of the Contracting Party accepting the investment.

If the investment dispute cannot be settled amicably within six months from the date of written notification of a claim, the investor
that is a Party to an investment dispute may submit the investment dispute for resolution under one of the following alternatives:

(a)

.The International Centre for the Settlement of Investment Disputes (ICSID) having regard to the provisions, where applicable, of
the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington
D.C on 18th March 1965; or

(b)

.An ad hoc arbitral tribunal to be appointed by a special agreement of the parties to the investment dispute;

Provided that the Contracting Party involved in the dispute may require the investor concerned to exhaust the domestic administrative
review procedures specified by the laws and regulations of that Contracting Party before submission of the dispute to the aforementioned
arbitration procedure,

However, if the investor concerned has resorted to the procedure specified in Paragraph 3 of this Article the provisions of this Paragraph
shall not apply.

Without prejudice to Paragraph 4 of this Article, the ad hoc Tribunal referred to in paragraph 4 (b) shall be constituted for each
individual case in the following way: each party to the dispute shall appoint one arbitrator and these two shall select a national
of a third State which has diplomatic relations with both Contracting Parties as the Chairman. The first two Arbitrators shall be
appointed within two months and the Chairman within four months of the written notice requesting arbitration by either party to the
dispute to the other.

If within the period specified in Paragraph 5 above, the Tribunal has not yet been constituted, either party to the dispute may invite
the Secretary General of the International Centre for the Settlement of Investment Disputes to make the necessary appointments.

The ad hoc Tribunal shall determine its own procedure. However, the Tribunal may in the course of determination of procedure take
as guidance, the Arbitration Rules of the International Centre for the Settlement of Investment Disputes.

The Tribunal referred to in Paragraph 4 (a) and (b) above of this Article shall reach its award by a majority of votes. Such award
shall be final and binding upon both Parties to the dispute. Both Contracting Parties shall commit themselves to the enforcement
of the award.

The tribunal referred to in Paragraphs 4 (a), (b) of this Article shall adjudicate in accordance with the law of the Contracting Party
to the dispute including its rules on the conflict of laws, the provisions of this agreement as well as the applicable principles
of international law.

10.

Each Party to the dispute shall bear the costs of its appointed Arbitrator and of its representation in arbitral proceedings. The
relevant costs of the Chairman and the Tribunal shall be borne in equal parts by the parties to the dispute. The tribunal may in
its award direct that a higher proportion of the costs be borne by one of the Parties to the dispute.

Article 10

OTHER OBLIGATIONS

If the law of either Contracting Party or obligations under international law existing at present or established hereafter between
the Contracting Parties in addition to the present Agreement contain rules, whether general or specific, entitling investments by
investors of the other Contracting Party to treatment more favourable than is provided for by the present Agreement, such rules shall,
to the extent that they are more favourable, prevail over the present Agreement.

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

Each investor shall observe the municipal and domestic laws, including criminal, immigration and taxation laws and other domestic
legislation of the Contracting Party receiving the investment.

Article 11

APPLICATION

This Agreement shall apply to all investments, which are made prior to or after its entry into force by investors of either Contracting
Party in accordance with the laws and regulations of the other Contracting Party in the territory of the latter but the provisions
of this Agreement shall not apply to any dispute, claim or difference which arose before its entry into force.

Article 12

RELATIONS BETWEEN CONTRACTING PARTIES

The provisions of the present Agreement shall apply irrespective of the existence of diplomatic or consular relations between the
Contracting Parties.

Article 13

CONSULTATIONS

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

(a)

reviewing the implementation of and proposals for amendment of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

forwarding proposals on promotion of investments;

(d)

studying other issues in connection with investments.

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

Article 14

ENTRY INTO FORCE, DURATION AND TERMINATION

Each Contracting Party shall notify the other in writing of the completion of the domestic legal procedures required in its territory
for the entry into force of this Agreement. This Agreement shall enter into force on the date of the latter of the two notifications.

This Agreement shall remain in force for a period of ten years. Thereafter it shall continue in force until the expiration of twelve
months from the date, on which either Contracting Party shall have given written notice of termination to the other Contracting Party.

With respect to investments made whilst the Agreement is in force, its provisions shall continue in effect with respect to such investments
for a period of ten years after the date of termination.

Article 15

AMENDMENT

Any provision of this Agreement may be amended by mutual agreement between the Contracting Parties. An Exchange of Diplomatic notes
shall confirm any such amendment.

In Witness Whereof, the undersigned, duly authorized thereto by their respective Governments, have signed this Agreement.

Done in duplicate at Beijing on the 27th day of March in the year 2003 in the Chinese and English languages, both texts being equally
authoritative.

For the Government of theFor the Government of the

People’s Republic of China Republic of Guyana

The Government of the People’s Republic of China
2003-03-27

LAND CONTRACT IN RURAL AREAS LAW

Law of the People’s Republic of China on Land Contract in Rural Areas

(Adopted at the 29th Meeting of the Standing Committee of the Ninth National People’s Congress on August 29, 2002
and promulgated by Order No. 73 of the President of the People’s Republic of China on August 29, 2002)

Contents

Chapter I General Provisions

Chapter II Household Contract

Section 1 Rights and Obligations of the Party Giving out the Contract and of the Contractor

Section 2 Principles and Procedures for Contracting

Section 3 Term of Contract and the Contract

Section 4 Protection of the Right to Land Contractual Management

Section 5 Circulation of the Right to Land Contractual Management

Chapter III Contract in Other Forms

Chapter IV Settlement of Disputes and Legal Responsibility

Chapter V Supplementary Provisions

Chapter I

General Provisions

Article 1 In accordance with the Constitution, this Law is enacted for the purposes of stabilizing and improving the two-tier
management system that combines centralized and decentralized management on the basis of household contractual management, granting
to the peasants long-term and guaranteed land-use right, safeguarding the legitimate rights and interests of the parties to land
contracts in rural areas, and promoting the development of agriculture and rural economy and social stability in the countryside.

Article 2 For purposes of this Law, land in rural areas includes the arable land, forestlands and grasslands owned collectively
by the peasants and by the State and used collectively by the peasants according to law, as well as other lands used for agriculture
according to law.

Article 3 The State applies the contractual management system in respect of land in rural areas.

Land contract in rural areas shall take the form of household contract within the collective economic organizations in the countryside,
while such land in rural areas as barren mountains, gullies, hills and beaches, which are not suited to the form of household contract,
may be contracted in such forms as bid invitation, auction and public consultation.

Article 4 The State protects, in accordance with law, the long-term stability of the relationship of land contract in rural
areas.

After the land in rural areas is contracted, the nature of ownership of the land shall remain unchanged. The contracted land may
not be purchased or sold.

Article 5 Members of the collective economic organizations in rural areas shall, according to law, have the right to undertake
rural land contracts with their own collective economic organizations that give out the contracts.

No organizations or individuals may deprive the members of the rural collective economic organizations of their right to undertake
contracts or illegally restrict such right.

Article 6 In undertaking land contracts in rural areas, women shall enjoy equal rights with men. The legitimate rights and
interests of women shall be protected in contract. No organizations or individuals may deprive their rights to land contractual management,
which they are enpost_titled to, or infringe upon such right.

Article 7 In land contract in rural areas, the principles of openness, fairness and impartiality shall be adhered to and the
relationship of interests among the State, the collective and the individual shall be correctly handled.

Article 8 In undertaking land contract in rural areas, laws and administrative rules and regulations shall be observed, and
the rational development and sustainable use of land resources shall be maintained. Without approval granted according to law, no
contracted land may be used for non-agricultural development.

The State encourages the peasants and the rural collective economic organizations to increase their input in land, improve soil fertility
and expand the capacity of agricultural production.

Article 9 The State protects the legitimate rights and interests of the owners of the collective land and the right of the
contractors to land contractual management, which no organizations and individuals may infringe upon.

Article 10 The State protects the circulation of the right to land contractual management, which is effected according to law,
on a voluntary basis and with compensation.

Article 11 The competent administrative departments for agriculture and forestry under the State Council shall, in compliance
with their respective functions and duties defined by the State Council, be responsible for providing guidance to the administration
of the contracting of land in the rural areas throughout the country and to the administration of the contracts. The competent administrative
departments for agriculture and forestry under the local people’s governments at or above the county level shall, in compliance with
their respective functions and duties, be responsible for administration of the contracting of the rural land within their own administrative
areas and the administration of the contracts. The township (town) people’s governments shall be responsible for the administration
of the contracting of the rural land within their own administrative areas and of the contracts.

Chapter II

Household Contract

Section 1

Rights and Obligations of the Party

Giving out the Contract and of the Contractor

Article 12 Where the land owned collectively by the peasants belongs, in accordance with law, to collective ownership by the
peasants in a village, contracts shall be given out by the collective economic organization of the village or the villagers committee;
where the land is already owned collectively by the peasants of more than two rural collective economic organizations in a village,
contracts shall be given out respectively by the said organizations or villagers groups in the village. Where contracts are issued
by the rural collective economic organizations or villagers committees in a village, the ownership of the land owned collectively
by the peasants of the collective economic organizations in the village shall remain unchanged.

Where rural land owned by the State but is used collectively by the peasants according to law, contracts shall be issued by the rural
collective economic organizations, villagers committees or villagers groups that use such land.

Article 13 The party giving out the contracts shall enjoy the following rights:

(1) giving out contracts for the rural land owned by the collective to which the party belongs or owned by the State but is used
by the said collective according to law;

(2) exercising supervision over the rational use and protection of the land by the contractor in keeping with the purpose of use
agreed upon in the contract;

(3) stopping the contractor from damaging the contracted land and agricultural resources; and

(4) other rights provided for by laws and administrative rules and regulations.

Article 14 The party giving out the contract shall have the following obligations:

(1) maintaining the right of the contractor to land contractual management, and refraining from illegally modifying and revoking
the contract.

(2) respecting the contractor’s right to make its own decision on production and operation, and refraining from interfering with
the normal production and operation conducted by the contractor according to law;

(3) providing the contractor services in respect of production, technology, information, etc. as agreed upon in the contract;

(4) carrying out the overall plan for land use worked out by the people’s government of the county or township (town) and making
arrangements for the construction of agricultural infrastructure within its own collective economic organization; and

(5) other obligations provided for in laws and administrative rules and regulations.

Article 15 The contractor of a household contract shall be the peasant household of the collective economic organization concerned.

Article 16 The contractor shall enjoy the following rights:

(1) enjoying in accordance with law the rights to use the land contracted, to reap the yields and to circulate the right to land
contractual management, and the right to make its own decision regarding the arrangements for production and operation as well as
the disposition of the products;

(2) enjoying in accordance with lawful right to obtain appropriate compensation for the contracted land that is requisitioned or
occupied according to law; and

(3) other rights provided for in laws and administrative rules and regulations.

Article 17 The contractor shall have the following obligations:

(1) keeping or using the land for agricultural purposes, and refraining from using it for non-agricultural development;

(2) protecting and rationally using the land in accordance with law, and refraining from causing permanent damage to the land; and

(3) other obligations provided for in laws and administrative rules and regulations.

Section 2

Principles and Procedures for Contracting

Article 18 The following principles shall be abided by in the contracting of land:

(1) when arrangements are made for undertaking contracts in accordance with relevant provisions, members of the same collective economic
organization shall, according to law and on an equal footing, exercise the right to contract land, and they may, of their own free
will, give up such right;

(2) democratic consultation, fairness and equitableness;

(3) in accordance with the provisions of Article 12 of this Law, the contracting plan shall, according to law, be subject to consent
by not less than two-thirds of the members of the villagers assembly of the collective economic organization concerned or of the
villagers’ representatives; and

(4) the contract procedures conform to the provisions of law.

Article 19 Land shall be contracted out in accordance with the following procedures:

(1) a contract-working team shall be elected by the villagers assembly of the collective economic organization concerned;

(2) the contract-working team shall, in accordance with the provisions of laws and administrative rules and regulations, draw up
and announce its contracting plan;

(3) convening, according to law, the villagers assembly of the collective economic organization concerned to adopt the contracting
plan through discussion;

(4) making known to the public arrangements for the implementation of the contracting plan; and

(5) concluding the contract.

Section 3

Term of the Contract and the Contract

Article 20 The term of contract for arable land is 30 years. The term of contract for grassland ranges from 30 to 50 years.
The term of contract for forestland ranges from 30 to 70 years; the term of contract for forestland with special trees may, upon
approval by the competent administrative department for forestry under the State Council, be longer.

Article 21 The party giving the contract shall sign a written contract with the contractor.

A contract shall, in general, include the following clauses:

(1) the names of the party giving out the contract and the contractor, and the names and domiciles of the responsible person of the
party giving out the contract and the representative of the contractor;

(2) the name, location, area and quality grade of the contracted land;

(3) the term of contract and the dates of beginning and end;

(4) the purpose of use of the contracted land;

(5) the rights and obligations of the party giving out the contract and the contractor; and

(6) liability for breach of the contract.

Article 22 A contract shall go into effect as of the date of its conclusion. The contractor shall obtain the right to
land contractual management as of the date the contract goes into effect.

Article 23 Local people’s governments at or above the county level shall issue to the contractor the certificate of the right
to land contractual management, or the certificate of forestry ownership, etc., and have them registered, thus confirming the right
to land contractual management.

For the issuance of the certificates of the right to land or forestland contractual management, etc., no fees shall be collected
except for the cost of the certificates, which is to be collected in accordance with relevant provisions.

Article 24 After a contract goes into effect, the party giving out the contract may neither modify nor revoke the contract
due to the change of the representative for the party giving out the contract or the responsible person concerned, or due to the
split or merger of the collective economic organization.

Article 25 No State organs or their staff members may, taking advantage of their positions and powers, interfere with the contracting
of rural land or modify or revoke contracts.

Section 4

Protection of the Right to Land Contractual Management

Article 26 During the term of contract, the party giving out the contract may not take back the contracted land.

If during the term of contract, the whole family of the contractor moves into a small town and settles down there, the right of the
contractor to land contractual management shall, in accordance with the contractor’s wishes, be reserved, or the contractor shall
be allowed to circulate the said right according to law.

If during the term of contract, the whole family of the contractor moves into a city divided into districts and his rural residence
registration is changed to non-rural residence registration, he shall turn his contracted arable land or grassland back to the party
giving out the contract. If the contractor fails to turn it back, the party giving out the contract may take back the contracted
arable land or grassland.

When during the term of contract, the contractor turns back the contracted land, in which he has made investment, thus increasing
its production capacity, or the party giving out the contract takes it back according to law, the contractor shall have the right
to obtain appropriate compensation.

Article 27 During the term of contract, the party giving out the contract may not readjust the contracted land.

Where during the term of contract, such special circumstances as natural calamities that seriously damaged the contracted land make
it necessary to properly readjust the arable land or grasslands contracted by individual peasant households, the matter shall be
subject to consent by not less than two-thirds of the members of the villagers assembly of the collective economic organization concerned
or of the villagers’ representatives and shall be reported for approval to the competent administrative departments for agriculture,
etc. under the relevant township (town) people’s government and the people’s government at the county level. Where an agreement upon
no adjustments is concluded in the contract, such an agreement shall prevail.

Article 28 The following land shall be used for readjustment of contracted land or for contracting out to new inhabitants:

(1) land reserved, according to law, by collective economic organizations;

(2) land increased through reclamation according to law, etc.; and

(3) land turned back, according to law or on a voluntary basis, by contractors; or

Article 29 During the term of contract, the contractor may, of his own free will, turn back the contracted land to the party
giving out the contract. Where a contractor wishes to do the same, he shall, six months in advance, inform the party giving out the
contract of the matter in written form. Where a contractor turns back the contracted land during the term of contract, he may no
longer request to undertake a contract for land within the term.

Article 30 During the term of contract, a woman gets married and undertakes no contract for land in the place of her new residence,
the party giving out the contract may not take back her originally contracted land; and where a divorced woman or a woman bereaved
of her husband still lives at her original residence or does not live at her original residence but undertakes no contract for land
at her new residence, the party giving out the contract may not take back her originally contracted land.

Article 31 The benefits derived from the contract which are due to contractor shall be inherited in accordance with the provisions
of the Succession Law.

In case a contractor for forestland is dead, his/her successor may, within the term of contract, continue to undertake the contract.

Section 5

Circulation of the Right to Land Contractual Management

Article 32 The right to land contractual management obtained through household contract may, according to law, be circulated
by subcontracting, leasing, exchanging, transferring or other means.

Article 33 The right to land contractual management shall be circulated in adherence to the following principles:

(1) that consultation on an equal footing, voluntariness and compensation, and no organizations or individuals may compel the contractor
to circulate his right to land contractual management or prevent him from doing so;

(2) that no change shall be made in the nature of the land ownership or the purpose of use of the land designed for agriculture;

(3) that the term of the circulation may not exceed the remaining period of the term of contract;

(4) that the transferee shall have the capability for agricultural operation; and

(5) that under equal conditions, members of the collective economic organization concerned shall enjoy priority.

Article 34 In the circulation of the right to land contractual management, the contractor shall be the subject. The contractor
shall have the right to make his own decision, according to law, on whether to circulate the right to land contractual management
and on the means by which to circulate the right.

Article 35 During the term of contract, the party giving out the contract may not unilaterally revoke the contract, nor, under
the pretext that the minority is subordinate to the majority, compel the contractor to give up or modify his right to land contractual
management, nor take back the contracted land by reason of the need to divide the land into “grain rations fields” and “responsibility
fields” in order to contract it out through bid invitation, or take back the contracted land to pay off its debts.

Article 36 Such fees as the subcontract charges, rent and transfer charges to be collected for the circulation of the right
to land contractual management shall be decided on by the two parties through consultation. Proceeds derived from the circulation
shall belong to the contractor, which no organizations or individuals may retain or withhold without authorization.

Article 37 Where the right to land contractual management is circulated by means of subcontract, lease, exchange, transfer
or by other means, the two parties shall conclude a written contract. Where transfer is adopted for circulation, the matter shall
be subject to consent by the party giving out the contract; and where subcontract, lease, exchange or other means is adopted for
circulation, the matter shall be reported to the party giving out the contract for the record.

In general, the contract for the circulation of the right to land contractual management shall include the following clauses:

(1) the names and domiciles of the two parties;

(2) the name, location, area and quality grade of land concerned;

(3) the term of circulation and the dates of beginning and end;

(4) the purpose of use of the land concerned;

(5) the rights and obligations of the two parties;

(6) the price for the right circulated and the method of payment; and

(7) liabilities for breach of the contract.

Article 38 Where the parities to the circulation of the right to land contractual management by means of exchange or transfer
request registration, they shall apply for registration to the local people’s government at or above he county level. If he above
is not registered, no one may oppose the third party acting in good faith.

Article 39 The contractor may, within a certain period of time, subcontract or lease part or all of the right to land contractual
management to the third party, but the contractual relationship between the contractor and the party giving out the contract shall
remain unchanged.

Where the period in which the contractor lets another person do farm work on his behalf does not exceed one year, a written contract
may be dispensed with.

Article 40 Contractors may, for the convenience of farming or for their own needs, exchange between themselves their right
to contractual management of the land belonging to the same collective economic organization.

Article 41 Where a contractor has a stable non-agricultural occupation or a stable source of income, he may, with the consent
of the party giving out the contract, transfer the total or part of his right to land contractual management to another peasant household
engaged in agricultural production and management, and this peasant household shall establish a new contractual relationship with
the party giving out the contract, thereupon the contractual relationship on this land between the former contractor and the party
giving out the contract is terminated.

Article 42 For the purpose of developing the agricultural economy, the contractors may, of their own free will, jointly pool
their rights to land contractual management as shares to engage in cooperative agricultural production.

Article 43 Where the contractor makes investment in his contacted land and thus increases the productive capacity of the land,
he shall have the right to obtain an appropriate compensation when his right to land contractual management is circulated according
to law.

Chapter III

Contract by Other Means

Article 44 The provisions in this Chapter shall be applicable to such land in the rural areas as barren mountains, gullies,
hills and beaches which are not suited to household contract but are contracted through bid invitation, auction, public consultation,
etc.

Article 45 Where rural land is contracted by other means, a contract shall be concluded. Matters such as the rights and obligations
of the parties and the term of contract shall be determined through consultation by the two parties. Where land is contracted through
bid invitation or auction, the contracting fees shall be determined through public competitive bidding and competitive pricing; and
where land is contracted through public consultation, etc., the contracting fees shall be determined by the two parties through discussion.

Article 46 Barren mountains, gullies, hills and beaches may directly be undertaken for contractual management by such means
as bid invitation, auction and public consultation, or may also be undertaken for contractual management or for joint-stock cooperative
management after the rights to land contractual management are converted into shares and distributed to the members of the collective
economic organization concerned.

Persons who enter into contracts for barren mountains, gullies, hills and beaches shall abide by the provisions of the relevant laws
and administrative rules and regulations, prevent soil erosion and protect the ecological environment.

Article 47 Where rural land is contracted by other means, under equal conditions, the members of the collective economic organization
concerned shall have the priority to undertake the contract.

Article 48 Where the party giving out contracts gives out the contracts for rural land to units or individuals other than the
ones of the collective economic organization concerned, the matter shall first subject to consent by not less than two-thirds of
the members of the villagers assembly, or of the villagers’ representatives, of the collective economic organization concerned and
it shall be submitted to the township (town) people’s government for approval.

Where units or individuals other than the ones of the collective economic organization concerned undertake contracts, the contracts
shall be concluded only after examination of the credit position and management capability of the contractors.

Article 49 Where a person enters into a contract for rural land through bid invitation, auction or public consultation and,
after registration according to law, obtains the certificate of the right to land contractual management or the certificate of the
right to forestland contractual management, his right to land contractual management may, according to law, be circulated though
transfer, lease, pooling of rights as shares, mortgage or other means.

Article 50 Where the right to land contractual management is obtained through bid invitation, auction or public consultation
and when the contractor is dead, the benefits derived from the contract which are due him shall be inherited in accordance with the
provisions of the Succession Law; and within the term of contract his successor may continue to execute the contract.

Chapter IV

Settlement of Disputes and Legal Responsibility

Article 51 Where dispute arises over the contractual management of land, the two parties may settle the dispute though consultation
and may request the villagers assembly or the township (town) people’s government to help settle the dispute though mediation.

Where the parties are not willing to have it settled through consultation or mediation or consultation or mediation is not successful,
they may apply to an arbitral body in charge of rural land contracts for arbitration, or directly bring a suit in the People’s Court.

Article 52 Where the parties are not satisfied with the arbitral ruling made by the arbitral body in charge of rural land contracts,
they may bring a suit in the People’s Court within 30 days from the date they receive the ruling in writing. If they fail to file
a suit before expiration of the prescribed time limit, the written ruling shall thereupon become legally effective.

Article 53 Any organizations or individuals that infringe upon the contractor’s right to land contractual management shall
bear civil responsibility.

Article 54 Where the party giving out the contract commits one of the following acts, it shall bear such civil responsibilities
as desisting from the infringement, returning the original articles, restoring the original state, forestalling damages, eliminating
dangers and compensating losses:

(1) interfering with the right to decision-making for production and management enjoyed by a contractor according to law;

(2) taking back or readjusting the contracted land in violation of the provisions of this Law;

(3) compelling a contractor to circulate his right to land contractual management or preventing a contractor from doing so;

(4) circulating the right to land contractual management by compelling a contractor to give up or modify his right to land contractual
management on the pretext that the minority is subordinate to the majority;

(5) taking back the contracted land by reason of the need to divide the land into “grain rations fields” and “responsibility fields”
in order to contract out the land though bid invitation;

(6) taking back the contracted land to pay off its debts;

(7) depriving women of the right to land contractual management that they enjoy according to law or infringing on such right; and

(8) other acts infringing upon the right to land contractual management.

Article 55 Any agreements in a contract concluded against the will of a contractor or in violation of the relevant compulsory
provisions of laws and administrative rules and regulations against the taking back and readjusting of the contracted land shall
be invalid.

Article 56 Where a party fails to perform the obligations in a contract or the obligations it performs are at variance with
the ones agreed upon, it shall, in accordance with the provisions in the Contract Law of the People’s Republic of China, bear responsibility
for breach of the contract.

Article 57 Any circulation of the right to land contractual management by a contractor under the compulsion of an organization
or individual shall be invalid.

Article 58 Any organization or individual that, without authorization, detains or withholds the proceeds derived from the circulation
of the right to land contractual management shall return such proceeds.

Article 59 Any unit or individual that, in violation of the regulations on land administration, requisitions or occupies
land or embezzles or misappropriates the compensations paid for the land requisitioned, which constitutes a crime, it/he shall be
investigated for criminal responsibility in accordance with law; and if damages are caused to others, it/he shall bear such responsibilities
as paying compensation for the damages.

Article 60 Where a contractor, in violation of law, uses the contracted land for non-agricultural development, the relevant
competent administrative department of the local people’s government at or above the county level shall, according to law, impose
punishment on him.

Where a contractor causes permanent damages to the contracted land, the party giving out the contract shall have the right to put
a stop to it and to demand the contractor to compensate the losses entailed.

Article 61 Where a State organ or its staff member, taking advantage of its/his positions and powers, infringes upon the right
to land contractual management by interfering with rural land contract, modifying or revokin

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE ISSUE THAT ENTERPRISES WITH FOREIGN INVESTMENT ENGAGED IN CABLE CAR SERVICE FOR TOURISM ARE NOT PRODUCTIVE ENTERPRISES

The State Administration of Taxation

Circular of the State Administration of Taxation Concerning the Issue that Enterprises with Foreign Investment Engaged in Cable Car
Service for Tourism are not Productive Enterprises

GuoShuiFa [2003] No.36

March 28, 2003

State taxation bureaus and local taxation bureaus of provinces, autonomous regions, municipalities directly under the Central Government
and municipalities separately listed on the state plan:

It is investigated that some localities regarded enterprises with foreign investment engaged in cable car service for tourism as productive
enterprises and offered them corresponding preferential tax treatment. In order to implement tax law correctly, it is hereby clarified
as follows:

According to the stipulation on productive enterprise scope in Article 72 of the Rules for the Implementation of Income Tax Law of
the People’s Republic of China for Enterprises with Foreign Investment and Foreign Enterprises, Enterprises with foreign investment
engaged in cable car service for tourism are not productive enterprises. Those enterprises, which have been offered corresponding
preferential tax treatment as productive enterprises, should pay the reduced or remitted tax retroactively with 3 months after receiving
the circular, but they needn’t pay late fee.

The State Administration of Taxation
2003-03-28

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON DOMESTIC INSTITUTIONS USING RENMINBI AS PRICING CURRENCY IN FOREIGN TRADES

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Domestic Institutions Using Renminbi as Pricing Currency in Foreign Trades

HuiFa [2003] No.29

March 3, 2003

Branches and foreign exchange administration departments under the State Administration of Foreign Exchange in provinces, autonomous
regions and municipalities directly under the Central Government, and branch administrations of Shenzhen, Dalian, Qingdao, Xiamen,
Ningbo; and Chinese-capital designated banks of foreign exchange:

In response to requests from some domestic institutions to use Renminbi as pricing currency in foreign trade agreements and with a
view to promoting smooth development of foreign trade and to further strengthening capacity of international competition of domestic
institutions by adopting more flexible method of settlement in foreign trade transactions, the Circular on relevant provisions is
hereby issued after consideration:

The domestic institutions may use Renminbi as pricing currency in signing import/export contracts.

II.

Where domestic institutions use Renminbi as pricing currency in export contracts, the foreign exchange shall be duly collected in
whole at the exchange rate quoted by the bank on the date of settlement in the course of handling procedures of collecting export
foreign exchange earnings.

III.

Where domestic institutions use Renminbi as pricing currency in import contracts, the payment to foreign party shall be made in foreign
exchange in any of the currency listed by domestic banks after converting the amount of Renminbi stipulated in the contract at the
exchange rate quoted by the bank on the date of settlement in the course of handling procedures of payment to foreign parties under
the import business.

IV.

Where domestic institutions use Renminbi as pricing currency in contracts and in making Customs declarations, they shall handle verification
procedures for export collection and import payment of foreign exchange in accordance with relevant regulations.

The Circular shall enter into force as of the date of its promulgation.

Upon receipt, all branches shall promptly transmit the Circular to their respective subordinate sub-branches and concerned units while
all Chinese-capital designated banks of foreign exchange shall promptly transmit it to their branches and sub-branches. Please feedback
timely to the State Administration of Foreign Exchange any problems encountered in the course of implementation of the Circular.

The State Administration of Foreign Exchange
2003-03-03

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE PREFERENTIAL POLICY OF ENTERPRISE INCOME TAX FOR ENTERPRISES WITH FOREIGN INVESTMENT WITH ADDITIONAL INVESTMENT

The State Administration of Taxation

Supplementary Circular of the State Administration of Taxation Concerning the Preferential Policy of Enterprise Income Tax for Enterprises
with Foreign Investment with Additional Investment

GuoShuiHan [2003] No.368

March 28, 2003

For the purpose of implementing the Circular of the State Administration of Taxation and Ministry of Finance Concerning the Preferential
Policy of Enterprise Income Tax for Enterprise with Foreign Investment with Additional Investments (CaiShuiZi [2002] No.56), some
related issues are hereby further specified:

About the scope of hortative items

According to the provisions of the Circular of the State Administration of Taxation on Implementation of New Guidance Catalogue for
Foreign-invested Industries, the hortative items stipulated in the CaiShuiZi [2002] No.56 refer to the foreign investment items with
additional investments approved before April 1, 2002, which are regarded as the hortative items and Limited-type B listed in the
Guidance Catalogue for Foreign-Invested Industries promulgated by the former State Development and Plan Commission and other relative
departments in 1997. The foreign-invested items with additional investments that are approved after April 1, 2002 are regarded as
the hortative items specified in the Guidance Catalogue for Foreign-invested Industries promulgated by the former National Development
and Plan Commission and other relative departments in 2002.

II.

About calculation of the incremental registered capitals after multiple additional investments

All the production items formed through multiple additional investments after initial investment of an enterprise with foreign ivestment,
which have not enjoyed any preferential treatment of fixed-term abatement or exemption of taxes (except for the additional investments
that have not formed production items) may be merged into one item for calculating the its new incremental registered capital. If
this new incremental registered capital meets with the requirements specified in Article 1 of CaiShuiZi [2002] No.56, it may enjoy
preferential treatment of fixed-term abatement or exemption of taxes for the independent item after the merge.

III.

About calculation of original registered capital

The “original registered capital” specified in CaiShuiZi [2002] No.56 refers to the registered capital formed before the enterprise
with foreign ivestment inputs additional investments on the new production items or on the merged items specified in Article 2 of
this Circular.

IV.

About calculation of preferential periods of abatement or exemption of taxes for the additional investments

For the production item formed from merging multiple additional investments of an enterprise with foreign ivestment, which enjoys
a preferential treatment of fixed-term of tax abatement or exemption according to Article 2 of this Circular, the preferential period
shall be calculated from the year in which the enterprise begins to obtains profits from the production item formed since the first
additional investment. The enterprise shall begins to enjoy the residual preferential treatments in the preferential period of tax
abatement or exemption from the year in which the additional investments reach the requirements specified in CaiShuiZi [2002] No.56.

The State Administration of Taxation
2003-03-28

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON IMPROVING THE ADMINISTRATION OF FOREIGN EXCHANGE IN FOREIGN DIRECT INVESTMENTS

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Improving the Administration of Foreign Exchange in Foreign Direct Investments

HuiFa [2003] No.30

March 3, 2003

Branches and foreign exchange administration departments under the State Administration of Foreign Exchange in provinces, autonomous
regions and municipalities directly under the Central Government, and branch administrations of Shenzhen, Dalian, Qingdao, Xiamen,
Ningbo; and headquarters of Chinese-capital designated banks of foreign exchange:

In order to adapt to the new international investment trend, introduce overseas investments through multiple channels, continuously
perfect the administration on foreign exchanges in foreign investments and further improve the environment for foreign investments,
some issues concerning the administration of foreign exchange in foreign direct investments is hereby circularized:

Administration of the Accounts of and Capital Contributions by Foreign Investors

A foreign investor who makes direct investment or engages in activities relevant to direct investment in China without establishing
enterprise with foreign investment in China may apply to the administration of foreign exchange in the locality of the project to
open a special foreign investor’s foreign exchange account in the name of the investor. A foreign investor is permitted to open only
one special foreign exchange account of multiple currencies at a bank except for otherwise approved by administration of foreign
exchange. This kind of accounts shall be classified into following four categories based on the uses:

(1)

Investment accounts. After obtaining non-legal person business license, foreign investors who engage in construction contracting,
joint exploration, development and exploitation of natural resources or venture capital investment may apply to open investment accounts
to deposit foreign exchange funds relevant to payment therefor.

(2)

Acquisition accounts. Foreign investors who plan to establish enterprises with foreign investment in China may, if it is necessary
to purchase land use right and attached real properties thereon, machinery and equipment or other assets in China at initial stage,
apply to open the acquisition accounts after the asset purchase contracts come into force, in order for depositing funds for paying
for acquisition.

(3)

Expense accounts. Foreign investors who plan to establish enterprises with foreign investment in China may, if it is necessary to
conduct market research, planning and preparatory works for establishment of institutions in China at initial stage, open the expense
account upon obtaining the notice for advance examination and approval of the company name from the administrations of industry and
commerce, in order for depositing foreign exchange funds for payments.

(4)

Security accounts. Prior to making investments in China, if the foreign investors are required to provide to domestic institutions
security funds in accordance with relevant stipulations and contract provisions, they may apply to open security fund accounts within
the time period prescribed by the contracts in order to deposit and pay foreign exchange security funds. In applying to open special
foreign exchange accounts, the foreign investors shall provide to the administrations of foreign exchange documents certifying the
truthfulness and legality of the investments, and the administrations of foreign exchange shall decide upper limits on the amounts
at the relevant accounts, the extended deposit duration and scope of settlements, etc. and shall conduct routine supervision (see
Attachment 1). Funds to the special foreign exchange accounts of the foreign investors shall be input in the form of exchange instead
of cash deposit. Settlements and transfers of funds in the accounts shall be verified by the administrations of foreign exchange
on a case-by-case basis (see Attachment 2 and 3). Where a foreign investor has established an enterprise with foreign investment
in China, any balance remained in the special foreign exchange account in the form of acquisition, expense and security accounts
may be transferred to the capital account of the enterprise. On strength of relevant approval documents issued by the administration
of foreign exchange, funds settled and transferred under the above accounts shall be regarded as the capital contribution of the
foreign investor and capital verification may be conducted accordingly. Where the foreign investor has not established an enterprise
with foreign investment in China, the foreign investor may go through the procedures for sales/purchases of foreign exchange in respect
of the balance and remit it abroad on strength of relevant approval documents issued by the administration of foreign exchange.

Where foreign investors make capital contributions to enterprises with foreign investment in China from funds in offshore accounts
opened with banks authorized by People’s Bank of China to conduct offshore businesses, the transfers of foreign exchange funds from
offshore accounts to the capital accounts of the enterprises in China shall not require approvals of administration of foreign exchange.
However, when the enterprises with foreign investment go through the procedures for capital verification inquiry, the banks receiving
the remittances shall mark with “offshore funds” in the response letter to the inquiry letter in respect of the funds. Where a foreign
investor makes capital contribution to an enterprise with foreign investment from non-resident individual exchange account opened
at a bank in China, the administration of foreign exchange shall issue relevant approval documents (see Attachment 4) on foreign
exchange businesses under capital items after verifying relevant submitted documents inerrant. Based on the approval documents, the
bank shall carry out transfer of the fund from the non-resident individual exchange account to the capital account of enterprise
with foreign investment in China, and the enterprise shall go through the procedures of capital verification as well as registration
of foreign investment/exchange. Upon obtaining consent from the State Administration of Foreign Exchange, a branch with large business
volume may grant the power of examination and approval on transfer of the above funds to designated foreign exchange banks that shall
perform relevant duties such as examination, statistics, supervision and report for the record etc. Designated foreign exchange banks
authorized with the above power shall implement strict internal control system and shall have been no record of grossly violating
foreign exchange regulations in latest three years. When the enterprise with foreign investment go through the capital verification
inquiry procedures, the bank receiving the fund shall mark with “non-resident individual transfer in China” in the response letter
to the inquiry letter in respect of the fund.

In addition to making capital contributions in a way of freely convertible currencies, imported equipments and other material items,
intangible properties and RMB-denominated profits etc., foreign investors may contribute to the registered capitals of enterprises
with foreign investment in the following ways with approval from administrations of foreign exchange:

(1)

The enterprises with foreign investment increase the enterprise capitals by transferring the development funds and reserve funds
(or capital public reserves and surplus reserves) etc. into the registered capitals;

(2)

The enterprises with foreign investment increase the enterprise capitals by transferring their unallocated profits, dividends payable
and interests accrued therefrom etc. to registered capitals;

(3)

The enterprises with foreign investment increase capitals by transferring of the principals and current interests of registered foreign
debts of the foreign parties into registered capitals; or

(4)

The foreign investors make reinvestments in the way of properties gained through early recouped investments or assets derived from
liquidation, stock equity transfer or reduction of registered capitals from enterprises with foreign investment in which they have
invested. Where the foreign investors make capital contributions in any of the above ways, the administrations of foreign exchange
shall issue relevant approval documents (see Attachment 5 and 6) on foreign exchange businesses under capital item after verifying
relevant submitted documents and their authentications. Based on the approval documents, the banks shall carry out relevant transfers
of the funds in China, and the enterprises shall go through the procedures for capital verification inquiry as well as registrations
of foreign investments and foreign exchanges.

Where foreign investors and investment-type enterprises with foreign investment acquire stock equities of domestic enterprises, they
shall pay considerations (i.e. the prices paid by foreign parties to Chinese parties for buying the stock equities of the latter
which may be in form of foreign exchange funds owned by the foreign investors and investment-type enterprises with foreign investment,
RMB-denominated profits from other enterprises with foreign investment in which they have invested and other assets legally obtained)
for purchases of the stock equities in accordance with the provisions of laws, regulations and stipulations of transfer contracts
reached between the two parties, and make foreign investments and foreign exchange registrations on receipt of foreign exchange for
equity transfers with the administrations of foreign exchange at the localities of the transferors by themselves or by the transferors
under their authorizations. Where payment of considerations of equity purchases are made in a lump sum, the foreign investment and
foreign exchange registrations in respect of the proceeds earned through the transfers shall be made within 5 days of receipt of
the considerations and where payments thereof is made by installments, foreign investment and foreign exchange registrations shall
be made in respect of each of the installments within 5 days of receipt of each installment. Before foreign investors have paid in
full the considerations for share transfers, their ownership equity in the acquired enterprises shall be fixed in accordance with
the ratio that has actually been paid and foreign exchange businesses such as stock equity transfers, reduction of registered capitals,
liquidation and profit remittances shall be handled accordingly. The administrations of foreign exchange shall handle foreign investment
and foreign exchange registrations on receipt of foreign exchange for equity transfers and shall issue relevant certificates (see
Attachment 7) after verifying relevant documents submitted by foreign investors and their authentications. The certificates on foreign
investments and foreign exchange registrations on receipt of foreign exchange for equity transfers are valid documents certifying
that the considerations payable by foreign parties for stock equity transfers have been received, and they shall also serve as important
bases for the acquired enterprises to make foreign investment and foreign exchange registrations. All Branches and Foreign Exchange
Administration Offices shall summarize and report to the State Administration on monthly basis the data on foreign investments and
foreign exchange registrations on receipt of foreign exchange for equity transfers (including number and amount registered) and the
data on inflow of other types of foreign investments in the form of Report on Foreign Investment and Foreign Exchange Registration
(see Attachment 8) as newly issued. The former form o the Report on Foreign Investment and Foreign Exchange Registration shall cease
to be used from the date of entering into force of the Circular.

Where non-investment type enterprises with foreign investment establish enterprises or acquire enterprises in China in accordance
with Interim Provisions on Investments in China by Enterprises with Foreign Investment promulgated jointly by the Ministry of Economic
and Trade Cooperation and the State Administration for Industry and Commerce, the invested enterprises with no foreign capitals are
permitted exempt from going through the procedures for foreign investment and foreign exchange registration and capital verification
and request for certificate for foreign exchange. The administration of foreign exchange shall on strength of Enterprise Legal Person
Business License, which has been issued by the administrations of industry and commerce to the invested enterprise and which is marked
with “with investment from enterprise with foreign investment”, treat the invested enterprise as an enterprise with foreign investment
in its raising of funds from abroad. The administrations of foreign exchange shall not approve transfers of foreign exchange funds
within China between the non-investment type enterprises with foreign investment and the enterprises they invested, and between different
enterprises invested by the non-investment type enterprises. In case of special circumstances in which this type of transfer within
China is necessarily required, the branches and the foreign exchange administration departments shall report to the State Administration.

A domestic enterprise to which the ratio of foreign investor’s capital contribution is below 25% shall complete foreign exchange registration
of enterprise with foreign investment and go through the procedures for verification inquiry as well as foreign investment and foreign
exchange registration in accordance with relevant provisions on strength of an approval certificate for enterprise with foreign investment
which is issued by foreign economic and trade department and is mark with “ratio of foreign investment below 25%” as well as a foreign
investment business license issued by department in charge of administration of industry and commerce and marked with “ratio of foreign
investment below 25%”.

II.

Capital Verification Inquiry and Foreign Investment and Foreign Exchange Registration The capital verification inquiries of enterprise
with foreign investment and foreign investment and foreign exchange registrations shall be handled in accordance with the following
principles:

In establishing enterprise with foreign investment, if the foreign exchange capital contributed by a foreign investor exceeds the
upper limit of the capital account of the enterprise, once such excess is no more than 1% of the upper limit and no more than $10,000
US equivalent in absolute value, the administration of foreign exchange shall handle the capital verification inquiry as well as
foreign investment and foreign exchange registration based on the actual amount contributed. If the amount of foreign exchange contributed
to the enterprise for stock equity participation is in excess of the sum reached by multiplying its ratio of equity with the amount
of registered capital of the enterprise due to appreciation of the enterprise’s capital, the excess shall be included into the upper
limit of the capital account of the enterprise. The principle set forth in the above paragraph shall still apply to the entry of
foreign exchange fund in excess of the limit.

Where a foreign investor who contributes investment in tangible assets the enterprise with foreign investment entrusts an accounting
firm to make inquiry with administration of foreign exchange, if there is inconsistency between the value of such assets as appraised
by an appraisal institution under the commodities inspection administration and the value declared in the Customs Declaration when
importing such assets, the administration of foreign exchange shall adopt the value as appraised by the former for the purpose of
capital verification inquiry and foreign investment and foreign exchange registration.

Where a foreign investor who contributes only intangible assets to an enterprise with foreign investment entrusts an accounting firm
to make inquiry with administration of foreign exchange, it shall list the contributed intangible assets in the Schedule attached
to the Letter of Inquiry on Foreign Party’s Capital Contribution, based on which the administration of foreign exchange shall make
foreign investment and foreign exchange registration for the contribution of the intangible assets and shall indicate in the Response
Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution that “the intangible assets of the foreign party has been
registered with the number of registration XXXX. This letter is only valid for certificating that it has been registered.”

Where a foreign investor makes investment or equity participation at a premium, or where the value of in-kind contribution made by
the foreign investor is appraised at a value higher than the declared value to the Customs, or where due to fluctuation of exchange
rate or other similar causes, the actual amount contributed to the enterprise with foreign investment exceeds the amount of registered
capital of the enterprise with foreign investment, the administration of foreign exchange shall register the registered capital of
the enterprise as well as its actual amount of contribution due to the premium.

Where the enterprise that “processes raw documents on clients’ demands, assembles parts for the clients and process according to the
clients’ samples or engages in compensation trade” who intends to transform into enterprise with foreign investment entrusts accounting
firms to make inquiry with administration of foreign exchange, it shall submit relevant documents to the administration of foreign
exchange, and after examination and confirmation that the equipment to be invested for the transformation is imported goods for which
payment abroad has not been made, the administration of foreign exchange shall issue Response Letter to the Letter of Inquiry on
Foreign Party’s Capital Contribution in accordance with the value specified in the appraisal report on value of commodities and make
foreign investment and foreign exchange registration(see Attachment 9).

Where the name of the foreign investor to a enterprise with foreign investment is inconsistent with the name of the overseas payer
who made payment for the investment, the administration of foreign exchange shall handle capital verification inquiry and make foreign
investment and foreign exchange registration for it but indicate that “there is inconsistency between the payer and the investor”
in the Response Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution.

For easy queries from different localities, the administration of foreign exchange shall indicate the names of relevant contract persons
and their telephone numbers when issuing approval documents for capital item foreign exchange business to enterprises with foreign
investment.

Where any designated foreign exchange bank is found to open accounts for enterprises without permission, making entry of capital in
excess of limits etc in violation of provisions on account administration, the administration of foreign exchange shall impose sanctions
on it in accordance with provisions of Provisions of Administration of Domestic Foreign Exchange Account. Where any enterprise is
found to forge or alter documents or documents such as approval documents for capital item foreign exchange business, letters of
response that administration of foreign exchange issues for designated foreign exchange banks, Customs declaration for imported goods
etc., the administration of foreign exchange shall transfer such case to judicial organs for handling. If it is found that the accounting
firm failed to make capital verification inquiry or the inquiry is made incompliant with prescribed procedures after it issues the
capital verification report to enterprises, the administration of foreign exchange shall order such accounting firm to go through
the capital verification inquiry procedures as remedial measures and notify its violation to the association of certified public
accountants of its locality. No further inquiries from such accounting firm shall be accepted before the association of certified
public accountants of its locality makes formal punishment decision to it. The Branches and Foreign Exchange Administration Offices
shall report the names of the accounting firms that acted in violation of regulations again after having been punished to the State
Administration who shall announce the names at the website of the State Administration of Foreign Exchange and other media and shall
make recommendations to enterprises to be prudent in their choice of accounting firms. In the course of going through capital verification
inquiry procedures as remedial measures by accounting firms failed to make the inquiry or the inquiry was made not in compliance
with prescribed procedures, if it is found that the capital verification report issued by it is a false verification report, the
administration of foreign exchange shall transfer the case to judicial organs to handle and shall notify the administration of industry
and commerce at its locality.

III.

Administration of Registered Capital Reduction of Enterprise with Foreign Investment and Adjustment to Some Administration Business

Where a foreign investor’s capital contribution to a enterprise with foreign investment is reduced, which involves sale/purchase of
foreign exchange, the administration of foreign exchange shall issue approval document for foreign exchange business under capital
item (see Attachment 10) after examination on relevant documents submitted by the enterprise, based on which the foreign investor
shall go through the procedures of the purchase, payment and remittance abroad of exchanges in respect of the reduced capital. Where
the reduction is for the purpose of reducing losses on the accounting books of the enterprise with foreign investment, or that the
amount reduced is the unpaid capital contribution of the foreign investor, the administration of foreign exchange shall not grant
approval to the foreign investor to re-invest such amount in China or to pay the amount out of china by the enterprise with foreign
investment.

The mechanism of paid-up capital prescribed by Company Law of the People’s Republic of China shall apply to the capital contributions
to be made by foreign parties in companies limited-by-shares with foreign investment and fund management companies with foreign participations.
When companies falling into the two categories makes application to administration of foreign exchange to open enterprise with foreign
investment capital account, they do not need to present the enterprise legal person business licenses for enterprises with foreign
investment issued by the administration of industry and commerce. By presenting respective approval certificates for companies limited-by-shares
with foreign investment issued by foreign economic and trade department, the enterprise with foreign investment approval certificate
issued by foreign economic and trade department and approval for commencement of business issued by CSRC, the company limited-by-shares
with foreign investment and fund management company with foreign participation may go through relevant procedures. Relevant provisions
on documents to be provided by companies falling into the above two categories for establishment of capital accounts and making enterprise
with foreign investment foreign exchange registrations shall still be implemented.

During the course of handling foreign exchange business, if the administration of foreign exchange needs to examine capital verification
report of the enterprise with foreign investment, the Response Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution
shall be examined simultaneously in the case that capital verification report is issued after May 1, 2002. If auditing report of
enterprise with foreign investment needs to be examined in the course of handling foreign exchange business, the administration of
foreign exchange shall simultaneously examine the Foreign Exchange Balance Sheet of the enterprise with foreign investment in the
case that the auditing report is issued after the year of 2002.

In order to further improve the efficiency in supervision on capital settlement and facilitate the operation of investment capital
by enterprises, the documents required to be examined by banks in accordance with operating procedures to be followed by authorized
banks in settlement of capital in foreign exchange which is stipulated in the Circular of State Administration of Foreign Exchange
Concerning Reform on Ways of Management of Settlement of Capital by Foreign Investment (HuiFa [2002] No. 59) shall be simplified
into the following three ones:

(1)

A written application of the enterprise, indicating the account number of the capital account of the enterprise, situation of capital
entry, currency for settlement, amount and usage etc.);

(2)

The Foreign Exchange Registration Certificate;

(3)

Other supplementary documents required in light of the circumstances. Other examination requirements shall as usual be in accordance
with relevant provisions of the Circular of State Administration of Foreign Exchange Concerning Reform on Ways of Management of Settlement
of Capital by Foreign Investment (HuiFa [2002] No. 59) and the operating procedures.

Where a Chinese-foreign cooperative enterprise pays in form of depreciation of fixed assets or amortization of intangible assets to
the foreign party for early recouping of its investment amount (including fixed returns), the examination on “guarantee letter” provided
in Operating Procedures for Management of Foreign Exchange Business under Capital Item (HuiFa [2001] No. 38) is hereby amended as
follows:

(1)

If the Chinese-foreign cooperative enterprise has outstanding debts (bank loan or shareholder’s loan from foreign investor), the
foreign investor shall provide guarantee letter in corresponding amount from a foreign-invested financial institution in China;

(2)

If the outstanding debt of the Chinese-foreign cooperative enterprise is shareholder’s loan provided by foreign investor, a guarantee
letter issued by the foreign investor stating that it unconditionally undertakes joint and severally liability with the contractual
joint venture may be in lieu of the above letter of guarantee issued by the financial institutions.

(3)

If the Chinese-foreign cooperative enterprise has no debts, no letter of guarantee shall be provided by the foreign investor. Other
examination requirements shall as usual be in accordance with relevant provisions of the Operating procedures for Administration
of Foreign Exchange Business under Capital Item.

IV.

Othe Matters

The term “administration of foreign exchange ” mentioned in this Circular refers to the State Administration of Foreign Exchange,
various branches, foreign exchange administration departments and Sub-branches within their jurisdictions.

All branches and foreign exchange administration departments are required to transmit the following parts involving bank operations
to the designated foreign exchange banks within their jurisdiction:

(1)

Article 1 , 2 and 3 of Part I, Administration of the Accounts of and Capital Contributions by Foreign Investors, as well as Attachments
1 to 6 of this Circular;

(2)

Article 1 and Paragraph 1, Article 8 of Part II, Capital Verification Inquiry and Foreign Investment and Foreign Exchange Registration;
and

(3)

Article 4 of Part III, Administration of Registered Capital Reduction of Enterprise with Foreign Investment and Adjustment to Some
Administration Business.

This Circular shall enter into force as of April 1, 2003. If there is any question in the implementation, please contact the Capital
Item Administration Department of the State Administration of Foreign Exchange through the telephone number 010-68402254.

Attachments:

1. Examination and approval on open, alteration and cancellation of foreign investor’s special foreign exchange account(omitted);

2. Examination and approval on settlement of funds in foreign investor’s special foreign exchange account (four categories in all)
(omitted);

3. Examination and approval on transfer of funds from foreign investor’s special foreign exchange account (four categories in all)
to enterprise with foreign investment’s capital in China (omitted);

4. Examination and approval on transfer of foreign exchange funds from non-resident individual exchange account opened with banks
in China by foreign investors to capital account of enterprise with foreign investment (omitted);

5. Examination and approval on transferring of development fund, reserve fund (or capital public reserve and surplus reserve), unallocated
profits, dividends payable and interests accrued therefrom, principal and accrued interest of registered foreign debt of the foreign
parties etc. into registered capital of the enterprise (omitted);

6. Examination and approval on reinvestment to be made by foreign investors by property gained through early recouped investment or
assets derived from liquidation, stock equity transfer or reduction of registered capital from enterprise with foreign investment
in which they have invested (omitted);

7. Registration on foreign investment and foreign exchange in respect of proceeds of foreign exchange paid as consideration by foreign
investors for purchase stock equity of Chinese party (omitted);

8. Report on foreign investment and foreign exchange registration in the region on yearly and monthly basis (form) (omitted);

9. Examination and approval on capital verification inquiry and Examination and approval on for the enterprises that “process raw
documents on clients’ demands, assemble parts for the clients and process according to the clients’ samples or engage in compensation
trade” who intends to transform into enterprise with foreign investment (omitted);

10. Examination and approval on reduction of registered capital by foreign parties in the enterprise with foreign investment (omitted).

The State Administration of Foreign Exchange
2003-03-03

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CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING THE SALE AND PURCHASE OF FOREIGN EXCHANGE FOR THE NON-TRADE...

CIRCULAR ON DOING WELL IN ONGOING REGULATORY AND DOVETAILING WORKS UPON CANCELING THE SECOND GROUP OF ADMINISTRATIVE APPROVAL ITEMS...

CIRCULAR ON THE RELEVANT WORK OF ANNUAL JOINT EXAMINATION OF ENTERPRISES WITH FOREIGN INVESTMENT OF 2003

INTERIM MEASURES FOR ADMINISTRATION OF ASSOCIATIONS OF ENTERPRISES FUNDED BY TAIWAN COMPATRIOTS

PROVISIONS FOR IDENTIFICATION AND PROTECTION OF WELL-KNOWN TRADEMARKS

REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE CUSTOMS RANKS

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

LAND CONTRACT IN RURAL AREAS LAW

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE ISSUE THAT ENTERPRISES WITH FOREIGN INVESTMENT ENGAGED IN CABLE CAR SERVICE FOR TOURISM ARE NOT PRODUCTIVE ENTERPRISES

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON DOMESTIC INSTITUTIONS USING RENMINBI AS PRICING CURRENCY IN FOREIGN TRADES

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE PREFERENTIAL POLICY OF ENTERPRISE INCOME TAX FOR ENTERPRISES WITH FOREIGN INVESTMENT WITH ADDITIONAL INVESTMENT

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON IMPROVING THE ADMINISTRATION OF FOREIGN EXCHANGE IN FOREIGN DIRECT INVESTMENTS

CONSTITUTION ACT, 1982 – page 22

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