REGULATION ON THE ADMINISTRATION OF TOLL ROADS

the State Council

Order of the State Council of the People’s Republic of China

No.417

The Regulation on the Administration of Toll Roads, which was adopted at the 61st executive meeting of the State Council on August
18, 2004, is hereby promulgated, and shall go into effect as of November 1, 2004.

Premier of the State Council Wen Jiabao

September 13, 2004

Regulation on the Administration of Toll Roads

Chapter I General Provisions

Article 1

In order to strengthen the administration on toll roads, to regulate the toll collection acts on toll roads, to maintain the lawful
rights and interests of the business operators and users of toll roads, and to promote the development of highway industry, the present
Regulation is formulated in accordance with the Highway Law of the People’s Republic of China (hereinafter referred to as the Highway
Law)

Article 2

The “toll roads” as mentioned in the present Regulation, shall refer to the roads (including bridges and tunnels), which comply with
the Highway Law and the provisions of the present Regulation, and in which vehicle tolls are collected according to law upon approval.

Article 3

The people’s governments at all levels shall take positive measures to support and promote the development of highway industry. The
highway development shall focus on non-toll roads, and properly develop toll roads.

Article 4

No vehicle tolls may be charged on the road that is constructed through government investment or donation of social organizations
or individuals.

Article 5

No entity or individual may establish any booth or checkpoint on roads to collect vehicle tolls in violation of the Highway Law and
the provisions of the present Regulation.

Article 6

Any entity or individual shall have the right to refuse to pay vehicle tolls charged by any one who illegally sets up toll booth or
checkpoint on highways.

For the acts as illegally establishing tollbooths or checkpoints on highways, illegally collecting or using vehicle tolls, illegally
transferring the rights and interests in toll roads or illegally extending the time limit for toll collection, etc., any entity or
individual shall be enpost_titled to report to the departments of traffic, price or finance, etc. The department receiving such report
shall investigate into and handle it timely according to the division of functions. If it does not have the right to investigate
into and handle it, it shall transfer it immediately to the department that has such right. The department accepting the case shall
investigate into and handle it within 10 days from receipt of such report or the materials transferred.

Article 7

Upon approval, the business operator of any toll road shall have the right to collect vehicle tolls on vehicles passing through the
toll road according to law.

Vehicle tolls shall be exempted for the vehicles of troops and armed police troops, the police wagons with uniform marks which are
used for handling traffic accident, executing ordinary patrolling tasks or dealing with emergencies on toll roads under the jurisdiction
of a public security organ, and the vehicles used for execution of emergency rescue and relief tasks with the approval by the competent
communications department of the State Council and the people’s government of the province, autonomous region, and municipality directly
under the Central Government.

Vehicle tolls shall be exempted for combine harvesters and transportation combine harvesters (including rice transplanter) operating
across regions. No combine harvester may pass through freeways.

Article 8

No entity or individual may illegally interfere in the business management of any toll road in any form, or seize or embezzle vehicle
tolls collected by any business operator of any toll road according to law.

Chapter II Construction of Toll Roads and Setup of Toll Booths

Article 9

The construction of any toll road shall conform to the highway development plan of the state and the province, autonomous region,
and municipality directly under the Central Government, and be in accordance with the technical level and scale of the toll road
as prescribed by the present Regulation.

Article 10

The vehicle tolls for the road constructed by the competent communications department of the people’s government at or above the county
level through making use of loans or raising funds with compensation from enterprises or individuals (hereinafter referred to as
the roads whose loans are repaid by the government), road constructed with the investment of economic organizations both home and
abroad or whose toll rights on the road, with the loans of which being repaid by the government, are assigned in accordance with
the Highway Law (hereinafter referred to as the for-profit roads) may not be collected until it has been approved according to law.

Article 11

The principle of separating governmental functions from institution management shall be observed for the construction and management
of highways whose loans are repaid by the government, and a special non-profit corporate body shall be established according to law.

The competent communications department of any people’s government of the province, autonomous region, and municipality directly under
the Central Government may centralize the administration, grant and repayment of loans in respect to the roads within its own administrative
region whose loans are repaid by the government.

The for-profit road construction projects shall be announced to the general public, and the investors shall be chosen by way of bid
invitation or tendering.

The for-profit road shall be constructed, operated and managed by a legal person of road enterprise established according to law.

Article 12

The setup of tollbooths on toll roads shall be subject to the examination and approval of the people’s governments of the provinces,
autonomous regions, and municipalities directly under the Central Government in accordance with the following provisions:

No tollbooth may be established on the main lane of any highway and other closed toll roads apart from at the entry and exit ends,
unless it is really necessary to set up tollbooths between provinces, autonomous regions, and municipalities directly under the Central
Government. And

The space between two neighboring tollbooths shall be no less than 50 kilometers in the same main road of a non-closed toll road.

Article 13

Tolls shall be collected through computer network on highways and other closed toll roads, so as to reduce tollbooths and improve
traffic efficiency. The concrete measures for toll collection through computer network shall be formulated by the competent communications
department of the State Council together with the relevant departments of the State Council.

Article 14

The time limit for toll collection of any toll road shall be subject to the examination and approval of the people’s governments of
provinces, autonomous regions, and municipalities directly under the Central Government according to the following standards:

The time limit for toll collection of the road whose loans are repaid by the government shall be determined in accordance with the
principle of loans being repaid by the tolls collected and funds raised with compensation being repaid by the tolls collected. The
maximum time limit may not exceed 15 years. The maximum time limit for toll collection of the road whose loans are repaid by the
governments of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle and western
areas as determined by the state may not exceed 20 years. And

The time limit for toll collection of for-profit roads shall be determined in light of the principle of redemption of investment with
reasonable returns. The maximum time limit may not exceed 25 years. The maximum time limit may not exceed 30 years for toll collection
of for-profit roads of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle
and western areas as determined by the state.

Article 15

Hearings shall be conducted for charging standards of vehicle tolls in accordance with the price laws and administrative regulations,
and the examination and approval shall be conducted according to the following procedures:

The charging standards for roads whose loans are repaid by the government, after being checked by the competent communications department
of the people’s government of the province, autonomous region, and municipality directly under the Central Government together with
the competent price department and finance department of the corresponding level, shall be subject to the examination and approval
of the corresponding people’s government; And

The charging standard for for-profit roads, after being checked by the competent communications department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government together with the competent price department
of the corresponding level, shall be subject to the examination and approval of the corresponding people’s government.

Article 16

The charging standard for vehicle tolls shall be computed and determined in light of the technical level of the road, total investment,
local price indexes, time limit for repayment of loans or funds raised with compensation, time limit for redemption of investment,
volume of traffic and other factors. For vehicles that transport fresh and life farm products in the green passages prescribed by
the state, the charging standard for vehicle tolls may be lowered properly or exempted.

In case of constructing facilities having no relation with the management of toll roads, or constructing facilities and service facilities
for managing toll roads exceeding the standards, the expenses may not be regarded as the factor for determination of the charging
standard.

If it is necessary to adjust the charging standard for vehicle tolls, it shall be handled according to the procedures as prescribed
in Article 15 of the present Regulation.

Article 17

As to the tollbooths of any toll road, the time limit for toll collection, charging standard for vehicle tolls or the adjustment plan
of charging standard, which are examined and approved according to the procedures as prescribed by the present Regulation, the department
in charge of examination and approval shall submit the relevant documents for archival purposes to the competent communications department
and price department of the State Council within 10 days from the date of examination and approval. If the roads are those whose
loans are repaid by the government, the relevant documents shall also be filed with the finance department of the State Council within
10 days from the date of examination and approval.

Article 18

The following technical level and scale shall be complied with for the construction of toll roads:

For freeways, the consecutive mileage shall be more than 30 kilometers, excluding the freeways from the urban district to its airport.

For arterial roads, the consecutive mileage shall be more than 50 kilometers. And

For independent two-lane bridges or tunnels, the length shall be more than 800 meters; for independent four-lane bridges or tunnels,
the length shall be more than 500 meters.

No tolls shall be charged on roads whose technical level is two or less. But vehicle tolls may be collected upon approval according
to law on the secondary road whose consecutive mileage is more than 60 kilometers, and which is constructed by the provinces, autonomous
regions, and municipalities directly under the Central Government in the middle and western areas as determined by the state.

Chapter III Transfer of Rights and Interests in Toll Roads

Article 19

In case any rights and interests in any toll road are transferred according to the provisions of the present Regulation, it shall
be announced to the general public. The transfer shall be made in the way of bid invitation or tendering, and the business operators
shall be chosen fairly, justly and openly, and a transfer agreement shall be concluded in accordance with law.

Article 20

The rights and interests in a toll road shall include toll collection rights, advertisement operation rights, and service facilities
operation rights.

The legal rights and interests of investors shall be protected in accordance with law in the event of transferring the rights and
interests in any toll road.

Article 21

In case of transferring the toll collection rights of the rights and interests in the road whose loans are repaid by the government,
the transferor may apply for an extension of the time limit for toll collection, but the extension period shall not exceed five years.

The time limit for toll collection shall not be extended for transfer of toll collection rights of the rights and interests in for-profit
roads.

Article 22

Under any of the following circumstances, the toll collection rights of the rights and interests in a toll road may not be transferred:

The independent two-lane bridge and tunnel whose length is less than 1,000 meters;

Secondary roads; or

The time for toll collection has exceeded two thirds of the approved time limit for toll collection.

Article 23

The income from transfer of rights and interests in the roads whose loans are repaid by the government shall be turned in to the treasury,
and shall be used for road construction apart from being used for repayment of loans and funds raised with compensation.

Article 24

The concrete measures for the transfer of the rights and interests in a toll road shall be formulated by the competent communications
department of the State Council together with the development and reform department and finance department of the State Council.

Chapter IV Management of Toll Roads

Article 25

A toll road shall be checked before acceptance in accordance with the relevant state provisions after the completion of its construction.
No vehicle tolls may be collected until the road is qualified upon acceptance inspection.

No tolls may be collected during the construction of a toll road.

Article 26

The business operator of a toll road shall make routine inspection and maintenance on the toll road and the facilities along it according
to the standard and criterions as prescribed by the state, so as to ensure that the toll road be in a good technical state, and provide
high quality services for vehicles and personnel passing through it.

For the maintenance of a toll road, the construction and completion thereof shall be strictly in compliance with the time limit for
the maintenance. No one may postpone the maintenance construction by exceeding the time limit, nor may the construction affect the
safe passage of vehicles.

Article 27

The business operator of a toll road shall set up a bulletin board on an eye-catching place of a toll booth, specifying the name of
the toll booth, department of examination and approval, toll collection entity, charging standard, fixed number of year for starting
and ending toll collection, and telephone number for supervision, and other contents, etc., so as to accept public supervision.

Article 28

The business operator of a toll road shall set up traffic signs and markings according to the standards as prescribed by the state
and in light of the traffic status, facilities along the roads, and etc.

The traffic signs and markings shall be clear, accurate and easy to identify. The important passage information shall be indicated
repeatedly.

Article 29

The set up of a toll plaza shall comply with the requirements for safe driving of vehicles; the number of toll plazas shall comply
with the requirements for rushing through of vehicles, and shall not result in traffic jam.

Article 30

The staffing of toll attendants of any tollbooth shall be in keeping with the number of toll plazas and the traffic flow rate, no
toll attendant may be increased at will.

The business operator of a toll road shall strengthen vocational training and education of professional ethics on toll attendants
of the tollbooth, the toll collectors shall be polite and provide services up to the standard.

Article 31

In case of road damage, construction or occurrence of a traffic accident and other circumstances that may influence the normal and
safe driving of vehicles, the business operator of a toll road shall set up safety prevention facilities on the scene, and give indication
on speed limit or warnings on the entry and exit of the toll road, or give a public notice by making use of the variable information
board along the toll road and other facilities. If it results in a traffic jam, the business operator shall report to the relevant
department and assist in diverting the flow of traffic.

In case of a serious damage of any road, or bad weather conditions or major traffic accident and other circumstances that seriously
affect the safe passage of vehicles, the public security organs shall take such traffic control measures as restricting the driving
speed and closing the road according to law and in light of the circumstances. The business operator of a toll road shall actively
cooperate with the public security organs and timely announce the relevant traffic control information to the vehicles passing through
the road.

Article 32

The business operator of any toll road shall issue toll notes to the users of the toll road when collecting vehicle tolls. The toll
notes of the roads whose loans are repaid by the government shall be made and printed uniformly by (or under the supervision of)
the finance department of the people’s government of the province, autonomous region, and municipality directly under the Central
Government. The toll notes of for-profit roads shall be made and printed uniformly by (or under the supervision of) the taxation
department of the people’s government of the province, autonomous region, and municipality directly under the Central Government.

Article 33

The business operator of any toll road shall have the right to refuse the driving through of any vehicle that refuses to pay, escapes
the payment, or pays vehicle tolls less than it should pay according to law, and requires it to replenish the vehicle tolls that
should be paid.

No one may purposely block toll plazas, rush out of the tollbooth by force, assault and batter management personnel of any toll road,
destroy toll facilities or undertake other activities that disturb the order of toll road management for the purpose of refusing
to pay, escaping the payment of, or paying less vehicle tolls than he should pay.

In case of occurrence of the aforesaid acts disturbing the business management order of any toll road, the business operators of the
toll road shall report to the public security organs timely, and the public security organs shall handle it in accordance with law.

Article 34

No vehicle driving on any toll road may be overloaded.

Once finding that any vehicle is overloaded, the business operator of the toll road shall report to the public security organ immediately,
and the public security organ shall handle it in accordance with law.

Article 35

No business operator of any toll road may have the following acts:

Raising the charging standard of vehicle tolls without authorization;

Collecting additional fees or collecting as agent any other fees besides the charging standard for vehicle tolls;

Collecting by force or by other improper means vehicle tolls in a certain period per vehicle; or

Not issuing toll note, or issuing toll note that is not made and printed by (or under the supervision of) the finance department and
taxation department of the people’s government of the province, autonomous region, and municipality directly under the Central Government
or issuing invalid overdue toll notes.

If there is any of the preceding acts, the vehicle driving through a toll road shall have the right to refuse the payment of vehicle
tolls.

Article 36

The income from vehicle tolls collected by the operators of any road whose loans are repaid by the government shall be deposited into
the special financial account in full, and the income management shall be strictly separated from expense management.

The vehicle tolls of the road whose loans are repaid by the government shall be used in full for repayment of loans and funds raised
with compensation except that the necessary overhead and maintenance fees shall be outlaid from the budget of vehicle tolls approved
by the finance department, and shall not be diverted for other purpose.

Article 37

In case the time limit for toll collection of any toll road expires, the toll collection shall be terminated.

In case the loans and the funds raised with compensation have been paid off before the end of the time limit for toll collection of
the road whose loans are repaid by the government, the toll collection shall be terminated.

In case toll collection is terminated in any toll road in accordance with the provisions of the preceding two paragraphs, the relevant
people’s government of the province, autonomous region, and municipality directly under the Central Government shall give a notice
to the general public, specifying the date for termination of toll collection, and accept social supervision.

Article 38

The competent communications department of the people’s government of any province, autonomous region, or municipality directly under
the Central Government shall make appraisal and acceptance check on any toll road six months before the termination of toll collection
of the toll road. If, after appraisal and acceptance check, the road has complied with the technical level and standard verified
at the time of obtaining the rights and interests in the road, the business operator of the toll road may go through formalities
for transfer of the road with the competent communications department in accordance with the relevant state provisions. If it does
not comply with the technical level and standard assessed at the time of obtaining the rights and interests in the toll road, the
business operator of the toll road shall make maintenance within the time limit as determined by the competent communications department,
and the formalities for transfer of the road cannot be handled as required until the requirements have been met.

Article 39

After toll collection is terminated in a toll road, the business operator of the toll road shall dismantle the toll facilities within
15 days from the date of termination of toll collection.

Article 40

No entity or individual may force any vehicle to drive through any toll road by means of closing or blocking non-toll roads or setting
up blocks on non-toll roads to collect tolls.

Article 41

The business operator of a toll road shall provide the statistical materials and the relevant conditions in time according to the
requirements of the competent communications department of the State Council and that of the people’s government of the province,
autonomous region, and municipality directly under the Central Government.

Article 42

The maintenance and virescence of a toll road, and the water and soil conservation and road affairs management within the land use
scope of the road, shall be implemented in accordance with the relevant provisions of the Highway Law.

Article 43

The competent communications department of the State Council and those of the people’s governments of the provinces, autonomous regions,
and municipalities directly under the Central Government shall conduct supervision over and inspection on toll roads, urge the business
operators of toll roads to fulfill duty of maintenance, virescence of toll roads and water and soil conservation within the land
use scope of the roads.

Article 44

The auditing organs shall strengthen audit supervision over toll roads in accordance with law, and make investigation into and deal
with illegal acts according to law.

Article 45

When conducting supervision over and inspection on the toll road according to law, no administrative law enforcement organ may charge
any fees from the business operator of any toll road.

Article 46

The people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government shall announce
to the public such information as the name of toll roads and tollbooths within their administrative districts, toll collection entities,
charging standard, and time limit for toll collection, etc. to accept social supervision.

Chapter V Legal Liabilities

Article 47

If anyone approves without authorization the construction of any toll road, tollbooth, time limit for toll collection, charging standards
for vehicle tolls, or transfer of rights and interests in any toll road in violation of the provisions of the present Regulation,
the people’s government of the province, autonomous region, and municipality directly under the Central Government shall order it/him
to make corrections, and impose such administrative punishments as recording a special demerit or even dismissing the responsible
person in charge and other directly liable personnel. If a crime is constituted, he shall be prosecuted for the criminal liabilities
according to law.

Article 48

If any local people’s government or the relevant department and any of their staff members illegally interferes with the business
management of any toll road in violation of the present Regulation, or seizes or embezzles vehicle tolls collected by the business
operator of the toll road, the upper level people’s government or the relevant department shall order it/him to stop the illegal
interference, return the vehicle tolls it/he has seized or embezzled, and give the responsible person in charge and other directly
liable personnel such administrative punishments as recording a special demerit or even dismissing him according to law. If a crime
is constituted, he shall be prosecuted for the criminal liabilities according to law.

Article 49

If any one sets up any tollbooth or checkpoint to collect vehicle tolls without authorization or fails to terminate the toll collection
that he/it should terminate in violation of the present Regulation, the competent communications department of the State Council
or that of the people’s government of the province, autonomous region, and municipality directly under the Central Government shall
ex officio order him/it to make corrections, and force him/it to dismantle the toll facilities. The illegal gains shall be confiscated
if any, and a fine of two times up to five times the illegal gains shall be imposed upon him/it. If there are illegal gains, a fine
of RMB 10,000 Yuan up to 50,000 Yuan shall be imposed. And if the responsible person in charge and other directly liable personnel
are state functionaries, they shall be given such administrative punishments as recording a special demerit or even dismissed.

Article 50

If any one violates the provisions of the present Regulation under any of the following circumstances, the competent communications
department of the State Council or that of the people’s government of the province, autonomous region, and municipality directly
under the Central Government shall ex officio order it/him to make corrections, and impose a fine of RMB 50,000 Yuan up to 200, 000
Yuan in light of the circumstances:

The setup of any tollbooth does not comply with the standards or the position of the tollbooth is altered without authorization;

Failing to make routine inspection and maintenance on any toll road and the facilities along it according to the standards and criterions
prescribed by the state;

Failing to set up traffic signs and markings properly in accordance with the relevant state provisions;

The setup of crossings does not comply with the requirements for safe driving of vehicles or the number of crossings does not comply
with the requirements for the rapid passing through of vehicles;

Failing to set up safety and prevention facilities as required or to give indication or public notice when meeting such circumstances
as road damage, construction or occurrence of traffic accidents and other circumstances that may influence the normal and safe driving
of vehicles, or failing to divert the flow of traffic in time in case of a traffic jam; or

Failing to announce timely the information on restricted speed or closing of toll roads that should be announced.

Article 51

If any business operator of any toll road fails to issue notes in violation of the present Regulation when collecting tolls, or issues
notes that are not made and printed by (or under the supervision of) the finance or taxation department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government, or issues invalid overdue notes, the
department of finance or taxation shall order him/it to make corrections, and impose a fine of RMB 100,000 Yuan up to 500,000 Yuan
in light of the circumstances. If the responsible person in charge and other directly liable personnel are state functionaries, they
shall be given the administrative punishment of recording a special demerit or even dismissed. If a crime is constituted, they shall
be prosecuted for the criminal liabilities.

Article 52

If any manager of the road whose loans are repaid by the government fails to deposit the vehicle tolls in full in the special financial
account or fails to turn in the income gained from transfer of rights and interests in roads whose loans are repaid by the government
in full to the state treasury in violation of the present Regulation, the department of finance shall order the operator to deposit
or turn in and to supplement the amount due. The responsible person in charge and other directly liable personnel shall be given
the administrative punishment of recording a special demerit or even dismissed according to law.

In case the department of finance fails to have the vehicle tolls of the road whose loans are repaid by the government or the income
gained from transfer of the rights and interests in the road whose loans are repaid by the government used for repayment of loans
or funds raised with compensation, or diverts for other purposes the vehicle tolls or income from the transfer of rights and interests
in the road whose loans are repaid by the government, the people’s government of corresponding level shall order it/him to repay
the loan and the funds raised with compensation, or order it/him to return the diverted vehicle tolls and the income gained from
transfer of the rights and interests of the road whose loans are repaid by the government. And the responsible person in charge and
other directly liable personnel shall be given the administrative punishment of recording a special demerit or even dismissed. If
a crime is constituted, it/he shall be prosecuted for the criminal liabilities according to law.

Article 53

If, after the termination of toll collection of any toll road, the business operator of the toll road fails to dismantle toll facilities
in time in violation of the present Regulation, the competent communications department of the people’s government of the province,
autonomous region, and municipality directly under the Central G

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON THE PRINTING AND DISTRIBUTION OF THE PROVISION ON SEVERAL ISSUES CONCERNING EXTENDING VALUE-ADDED TAX CREDIT SCOPE IN NORTHEAST REGION

The Ministry of Finance, The State Administration of Taxation

Notice of the Ministry of Finance and the State Administration of Taxation on the Printing and Distribution of the Provision on Several
Issues concerning Extending Value-added Tax Credit Scope in Northeast Region

Cai Shui [2004] No. 156

Departments (bureau) of finance and State Administration of Taxation of Liaoning province, Jilin province and Heilongjiang province
and Dalian city:

In accordance with the spirit of Several Opinions on Carrying out the Strategy of Revitalizing Traditional Industrial Bases in Northeast
Region issued by the Central Committee of the Communist Party of China and the State Council (Zhong Fa [2003] No. 11), and with the
approval by the State Council, the Ministry of Finance and the State Administration of Taxation formulate the Provision on Several
Issues concerning Extending Value-added Tax (hereafter referred to as VAT) Credit Scope in Northeast Region (hereafter referred to
as the Provision), we hereby print and distribute it to you, please abide by it.

In case that normal VAT-payers, engaged in manufacturing of military and hi-tech products, which are beyond the scope listed in the
Provision on the industries of equipment-manufacturing, petrochemistry, metallurgy, ship-building, automobile-manufacturing, agro-product
processing, intends to claim the tax credit prescribed in the Provision, concrete conditions applicable to military and hi-tech products
shall be forwarded by the Provincial finance and taxation authorities, then they shall be submitted to the Ministry of Finance and
the State Administration of Taxation to be examined and to be formulated separately.

Selecting several industries in Northeast region to extend VAT credit scope as a trial is an important measure of the Central Government
to revitalize Northeast traditional industrial bases, it also can accumulate experience for the future VAT reform to be conducted
nationwide. Departments in the concerned region shall enhance the management and coordinate the implementation seriously; the Ministry
of Finance and the State Administration of Taxation shall be informed of the possible problems emerging from the implementation process.

Annex: the Provision on Several Issues concerning Extending Value-added Tax Credit Scope in Northeast Region

The Ministry of Finance

The State Administration of Taxation

September 14, 2004 Annex:The Provision on Several Issues concerning Extending Value-added Tax Credit Scope in Northeast Region

This Provision is formulated in accordance with the Several Opinions on Carrying out the Strategy of Revitalizing Traditional Industrial
Bases in Northeast and other Regions (Zhong Fa [2003] No.11) issued by the Central Committee of the Communist Party of China and
the State Council.

II.

This Provision is applicable to the normal VAT payers (hereafter referred to as the Tax-payers) mainly engaged in the industries of
equipment manufacturing, petrochemistry, metallurgy, ship-building, automobile manufacturing and agro-product processing.

The aforesaid “mainly” refers to that the Tax-payers’ sales amount in the industries of equipment manufacturing, petrochemistry, metallurgy,
ship-building, automobile manufacturing and agro-product processing shall exceed 50% (including 50%) of their whole sales amount.

Please refer to the annex for the concrete scope of industries where this Provision is applicable.

III.

The VAT credit shall be applied according to the Provisions in Article V when the Taxpayers’ liability of input tax arises as follows:

Purchasing fixed assets (including the reception of donation and investment in kind, the same hereinafter);

Goods purchasing and taxable labors used for self-making fixed assets (including alteration and extension and installing, the same
hereinafter);

The fixed assets obtained in the way of financial leasing, where the leaser has paid the VAT in accordance with Notice of the State
Administration of Taxation on Levying Circulation Tax upon the Financial Leasing Business (Guo Shui Han [2000] No. 514); or

The transport charges paid for the fixed assets.

The input tax mentioned in this Article refers to such one as arises as of July 1, 2004 and obtains such tax deduction warrants as
the special VAT invoice, the transport invoice and the special payment book of customs import VAT issued after July 1, 2004 (included).

IV.

The fixed assets mentioned in this Provision refer to the ones prescribed in the Article 19 of the Rules for the Implementation of
the Provisional Regulations of the People’s Republic of China on VAT. The outsourcing and self-made fixed assets shall be beyond
the credit scope in this Provision.

The tax-payer’s input tax amount granted credit in accordance with the aforesaid Article III shall not exceed the increased VAT amount
in the year concerned; where there is no increased VAT amount or inadequate increased VAT amount to be credited against in the year
concerned, such input tax as has not been credited remains to the next year; where the tax-payer fails to pay the VAT, the tax owed
shall first be deducted.

The increased VAT amount mentioned in this article refers to exceeded part of the payable VAT in the year concerned against the one
in the year of 2003.

The method, characterized by periodical calculation of the increased VAT, monthly crediting and year-end clearance, shall be adopted
in the process of operation in order to guarantee the balance of the crediting in the year concerned.

VI.

Where the present enterprises undergo merging, dividing, restructuring, reorganizing, extending, moving, changing of business, absorbing
new blood, changing of leading (or affiliation) relations and changing of their names, the increased VAT amount shall be calculated
on the basis of the payable VAT of the enterprises concerned in the year of 2003.

VII.

The input tax amount shall not be credited in accordance with the Provisions in Article V, when these situations below arise during
the tax-payer purchases the fixed assets:

The fixed assets are exclusively used in non-taxable projects (the projects under construction mentioned in this Provision are not
included, the same hereinafter);

The fixed assets are exclusively used in tax-exempt projects;

The fixed assets are exclusively used in collective welfare or individual consumption;

The fixed assets are the excisable automobiles or motor-bicycles; or

The fixed assets are offered for use to such institutions as is beyond the scope prescribed in this Provision.

Where the aforesaid situations occur to such fixed assets as has already been credited or entered into the input tax to be credited,
the tax-payer shall calculate the uncreditable input tax in accordance with the formula below:

Uncreditable input tax=Net worth of the fixed assets Applicable tax rate

With regard to the uncreditable input tax, the excess of the input tax to be credited may first be deduced, if there is no excess,
it shall be transferred from the input tax of the current period.

VIII.

The tax-payer’s activities listed below shall be regarded as selling of goods:

exclusively using the self-made or consigned processing fixed assets in non-taxable projects;

exclusively using the self-made or consigned processing fixed assets in tax-exempt projects;

offering the self-made, consigned processing or purchased fixed assets to other institutions or self-employed individuals as investment;

allocating the self-made, consigned processing or purchased fixed assets to shareholders or investors;

exclusively using the self-made or consigned processing fixed assets in collective welfare or individual consumption; or

gratuitously donating the self-made, consigned processing or purchased fixed assets to others.

Where these acts of the tax-payer exist but fails to be realized, the net worth of selling fixed assets shall be regarded as sales
amount.

IX.

Where the tax-payer sells his/her used fixed assets, his/her gained sales income shall be taxed in accordance with the applicable
tax rate, and the input tax of the fixed assets shall be credited in accordance with the methods listed below:

Where the input tax of the fixed assets concerned is entered into the fixed assets input tax to be credited, the output tax of the
fixed assets shall be increased while the excess of the fixed assets input tax shall be decreased in the size and be transferred
into the input tax for being credited; where the excess of the fixed assets input tax to be credited is less than the fixed assets
output tax, it may be wholly transferred into the input tax of the current period for being credited.

Where the fixed assets concerned fails to be credited or to be entered into input tax to be credited, the creditable input tax shall
be calculated in accordance with the formula listed below:

Creditable input tax of used fixed assets=Net worth of fixed assets Applicable tax rate

The creditable input tax of used fixed assets may directly be entered into the VAT input tax of the current period.

The tax reimbursement in purchasing home equipment within the total amount of investment does not any more apply to the enterprises
with foreign investment incorporated into the scope prescribed in this Provision.

XI.

The Ministry of Finance and the State Administration of Taxation are responsible for the interpretation of this Provision.

XII.

This Provision shall enter into force as of July 1, 2004. The concrete implementation measures of this Provision and the transitional
measures for the year of 2004 shall be formulated and enacted separately.

Annex:

The Concrete Scope of Industries Applicable to the Extension of VAT Credit

The equipment-manufacturing industry: including the industries of general-purpose equipment manufacturing, special-purpose equipment
manufacturing, electric machinery and apparatus manufacturing, instrument and meter and cultural office supplies manufacturing, communication
equipment manufacturing, computer and other electronic equipment manufacturing, aerospace vehicle manufacturing, railway transportation
equipment manufacturing and trafficking equipment and other transport and communication facilities manufacturing.

II.

The petrochemical industry: including the industries of petrol-processing, coking and nuclear fuel processing, chemical materials
and chemical product manufacturing, chemical fiber manufacturing, pharmaceutical manufacturing, rubber product manufacturing and
plastic product manufacturing. The coke-processing industry is not included.

III.

The metallurgical industry: including the industries of the smelting and calendering of ferrous metal, the smelting and calendering
of nonferrous metal. The electrolytic aluminum manufacturing enterprises and the steel manufacturing enterprises having an annual
output of less than 2 million tons of plain steel, or less than 500 thousand tons of special steel, or less than 100 thousand tons
of ferroalloy are included.

IV.

The ship-building industry: including the industry of ship and floating equipment manufacturing.

The automobile-manufacturing industry: including the industry of automobile manufacturing.

VI.

The agro-product processing industry: including the industries of agro-product and non-staple foodstuff processing, foodstuff manufacturing,
beverage manufacturing, textile manufacturing, costume, shoes and caps manufacturing, leather, fur and feather (velvet) and their
products manufacturing, lump processing and timber-, bamboo-, vine, palm and grass products manufacturing, furniture manufacturing,
paper-making and paper product manufacturing, handicraft articles manufacturing, etc.

For the detail description of the aforesaid industries, please refer to the National Economic Industrial Classification (GB/T4754D2002)
under the National Standards of the People’s Republic of China.

The Ministry of Finance, The State Administration of Taxation
2004-09-14

INTERIM MEASURES FOR EXAMINATION ON AND APPROVAL OF ENTERPRISES’ INVESTMENT PROJECTS

the State Development and Reform Commission

Decree of the State Development and Reform Commission of the People’s Republic of China

No. 19

The Interim Measures for Examining and Approving Enterprises’ Investment Projects that have been formulated in accordance with the
Administrative Licensing Law of the People’s Republic of China and the Decision of the State Council on the Reform of Investment
System for the purpose of standardizing the examination and approval by the government of enterprises’ investment projects, are hereby
promulgated and come into force.

Ma Kai, Director of the State Development and Reform Commission

September 15, 2004

Interim Measures for Examination on and Approval of Enterprises’ Investment Projects

Chapter I General Provisions

Article 1

These Measures are formulated in accordance with the Administrative Licensing Law of the People’s Republic of China and the Decision
of the State Council on the Reform of Investment System for the purpose of meeting the requirement of improving the socialist market
economy system and further promoting the reform of the administration system of enterprises’ investment projects.

Article 2

The state shall formulate and issue a Catalogue of Investment Projects Approved by the Government (hereinafter referred to the “Catalogue”),
which shall specify the scope of the investment projects that shall be subject to examination and approval and define the authority
limits for different project approving organs, and are subject to timely adjustments according to the economic situation and the
need of macro control.

The “project approving organs” as referred to in the preceding paragraph means the administrative organs with authority to examine
and approve enterprises’ investment projects as prescribed in the Catalogue, of which, the “administrative department for investment
of the State Council” refers to the State Development and Reform Commission, the “administrative departments for investment of local
governments” refers to the local governments’ development and reform commissions (planning commissions) and economy and trade commissions
(economic commissions) with the functions of investment administration as appointed by the local governments.

Article 3

In the case of the project subject to examination and approval to be invested and constructed by enterprises, the enterprise shall,
in accordance with the relevant provisions of the state, prepare a project application report and submit it to the project approving
organ, which shall conduct examination and approval according to law and strengthen the relevant supervision and administration.

Article 4

All investment projects constructed by all kinds of enterprises in China shall be implemented in accordance with these Measures except
foreign investment projects and overseas investment projects, of which the measures for examination and approval shall be separately
formulated.

Chapter II Contents and Preparation of Project Application Reports

Article 5

The applicant entity shall submit to the project approving organ a project application report in quintuplicate. The project application
report shall be prepared by an organ with the corresponding engineering consultancy qualification and, in the case of a project subject
to the examination and approval by the administrative department for investment of the State Council, the project application report
shall be prepared by an organ with engineering consultancy qualification of grade A.

Article 6

A project application report shall mainly contain the following contents:

(1)

the instance of the applicant entity;

(2)

the instance of the project to be constructed;

(3)

the land to be used and the relevant planning;

(4)

an analysis of utilization of resources and consumption of energy;

(5)

an analysis of the impact on ecological environment; and

(6)

an analysis of economic and social effects.

Article 7

The State Development and Reform Commission shall, in light of the actual need, prepare and issue model project application reports
for major industries and give guidance to the enterprises in their project applications.

Article 8

When submitting the application report to the project approving organ, the project applicant entity shall submit the following documents
together according to the relevant laws and regulations of the state:

(1)

opinions on city planning as given by the administrative department of city planning;

(2)

preliminary opinions on land use of the project as given by the administrative department of land and resources;

(3)

opinions of examination and approval on the environmental impact assessment documents as given by the administrative department of
environmental protection; and

(4)

other documents that shall be submitted in accordance with the relevant laws or regulations.

Article 9

The applicant entity shall be responsible for the authenticity of all submitted documents.

Chapter III Procedures of Examination and Approval

Article 10

In the case of a project subject to examination and approval by the administrative department for investment of the local government
to be invested and constructed by enterprises, the applicant entity shall submit the project application report to the local approving
organ according to the relevant provisions of the local government.

In the case of a project to be constructed by an entity subordinated to the relevant industry department in charge under the State
Council and subject to examination and approval by such department, the entity may submit the project application report directly
to such department together with the opinions of the administrative department for investment of the government at the provincial
level of the place where the project is to be located.

In the case of a project to be constructed by an enterprise group specifically designated in the state plan or by an enterprise directly
under the administration of the Central Government and subject to examination of approval by the administrative department for investment
of the State Council, the group or the enterprise may submit the project application report directly to such department together
with the opinions of the administrative department for investment of the government at the provincial level of the place where the
project is to be located; in the case of a project to be constructed by any other enterprises and subject to the examination of approval
by the administrative department for investment of the State Council, the enterprise shall submit the project application report
to the administrative department for investment of the government at the provincial level of the place where the project is to be
located, which shall present opinions after making preliminary examination and then submit such opinions and the project application
report to the administrative department for investment of the State Council (the submission shall be made by the development and
reform commission in conjunction with the economy and trade commission or economic commission having the functions of investment
administration provided for by the government at the provincial level.)

In the case of a project subject to the examination and approval by the State Council, the enterprise shall submit the project application
report to the administrative department for investment of the State Council, which shall give opinions after making examination and
then submit such opinions and the project application report to the State Council.

Article 11

In case the approving organ considers the application materials uncompleted or, not in accordance with relevant requirements, the
approving organ shall, within five working days after receiving the project application report, notify the applicant entity to make
clarification, supply relevant instances and documents or make adjustment to relevant contents.

After the applicant entity has submitted the complete materials properly, the approving organ shall duly accept the application and
issue a notice of acceptance to the applicant entity.

Article 12

If necessary, the approving organ shall, within four working days after accepting the application, consign a qualified consultancy
agency to make relevant assessment.

The consultancy agency consigned shall present an assessment report within the time limit specified by the approving organ and shall
be responsible for the assessment result. When making assessment, the consultancy agency may demand the applicant entity to give
explanations on the relevant issues.

Article 13

Where conducting examination and approval, the approving organ shall seek opinions from such authorities, if it finds that the functions
of any other authorities are involved in its examination. Such authorities shall provide to the approving organ written opinions
within seven working days after receiving the letter of request for opinions (together with the project application report); it shall
be considered as approval if no such opinions have been returned within the time limit.

Article 14

In the case of a project that may have a serious impact on the public interests, when making its examination, the approving organ
shall ask for opinions from the public in an appropriate manner. For especially important projects, the specialist appraisal system
shall be adopted.

Article 15

The approving organ shall, within 20 working days after receiving the project application report, make a decision on whether or not
to approve the application, and publicize it to public or submit its opinions to the approving organ at a higher level. Where it
is difficult due to any special reason to make a decision within such time limit, the period may be extended for ten working days
with the approval of the person in charge of the approving organ and promptly notify the applicant entity the reasons for the extension
stated.

The period specified in the preceding paragraph does not include time required for the assessment by a consultancy agency, asking
for opinions from the public or appraisal by the specialists.

Article 16

In the case of an approved project, the approving organ shall issue to the applicant entity an approval letter with copies thereof
sent to the relevant departments and the approving organ at a lower level; for a disapproved project, the approving organ shall issue
to the applicant entity a disapproval letter with the reasons for disapproval stated, with copies thereof sent to the relevant departments
and the approving organ at a lower level. In the case of a project approved by the State Council, the approval letter shall be issued
by the administrative department for investment of the State Council.

Article 17

Any applicant entity disagreeing with the decision of the approving organ may apply for an administrative review or initiate administrative
proceedings in accordance with law.

Chapter IV Standards for Examination and Validity of Approval

Article 18

The project approving organ conducts examinations on the investment projects mainly with regard to the following standards:

(1)

compliance with the laws and regulations of the state;

(2)

compliance with the national economic and social development planning, planning of the industry, industrial policy, standards for
admittance into the industry and the overall land use planning;

(3)

compliance with the macro control policies of the state;

(4)

rationality of regional distribution;

(5)

the major products of the project not constituting a monopoly in the domestic market;

(6)

no adverse effect on the country’s economic security;

(7)

rational exploitation and effective utilization of resources;

(8)

effective protection of ecological environment and natural and cultural heritage; and

(9)

no serious adverse effect on the public interests, especially those in the place where the project is to be located.

Article 19

According to the project approval document, the applicant entity shall go through the procedures for the use of land, utilization
of resources, city planning, safe production, import of equipment and confirmation of tax exemption and reduction, etc.

Article 20

The validity term of the approval document shall be two years, starting from the date of issue. In case the construction of any project
has failed to start within the validity term of the approval document for the project, the enterprise concerned shall, 30 days prior
to the expiry of the validity term, apply to the original project approving organ for extension. The original project approving organ
shall make a decision on whether or not to permit the extension before the expiry of the validity term. An approval document shall
automatically become invalid upon the expiry of the validity term thereof, if the construction of the project has failed to start
within the validity term and no application for extension has been made to the original project approving organ.

Article 21

In case the content of the approval document for any project needs to be adjusted, the enterprise concerned shall promptly submit
a written report to the original project approving organ, which shall, in light of the specific circumstances, issue a confirmation
letter or demand the enterprise to go through the approval procedures anew.

Article 22

None of the authorities for land and resources, environmental protection, city planning, quality supervision, securities regulation,
foreign exchange administration, supervision and control of safe production, administration of water resources and customs may handle
relevant procedures, and no financial institution may grant any loan, for any project that is subject to the examination and approval
by the project approving organ but not applied, or for which the application submitted has not been approved.

Chapter V Legal Responsibility

Article 23

Project approving organs and their staff shall strictly abide by the relevant provisions, laws, regulations and these Measures, may
not add or reduce under disguised form any matters to be examined, and may not put off the examination and approval.

Article 24

Any staff of the approving organs who abuses his authority, neglect his duties, engages in malpractice for personal benefits, extorts
or takes bribes in the work of examination of approval of the investment projects shall be subject to an administrative sanction
or, if a crime is constituted, his criminal responsibility shall be investigated according to law.

Article 25

Any consultancy and assessment agency and its staff who acts contrary to the professional ethics and causes gross losses and baneful
effects in the work of assessment shall be subject to corresponding responsibility.

Article 26

In case any applicant entity has obtained an approval letter by unjust means, such as partitioning the project and providing false
materials, the project approving organ shall cancel the approval letter according to law.

Article 27

The project approving organs shall strengthen the supervision and management of enterprises’ investment projects in conjunction with
the authorities for city planning, land and resources, environmental protection, banking supervision and administration and safe
production. Where it comes to notice that the construction of any project subject to examination and approval has started without
submitting a report for such examination and approval or without an approval letter or without abiding by the requirements by the
approval letter, the approving organ shall promptly give an order to stop the construction, and the person liable shall subject to
the legal and administrative responsibilities.

Chapter VI Supplementary Provisions

Article 28

The administrative departments for investment of the governments at the provincial level and the relevant trade departments in charge
under the State Council with the examination and approval authority may formulate their respective implementing measures in accordance
with the spirit of and requirements of the Administrative Licensing Law of the People’s Republic of China, the Decision of the State
Council on the Reform of the Investment System and these Measures.

Article 29

Projects falling into the scope of the Catalogue of Investment Projects Subject to Approval of the Government and to be constructed
by any institution or social organization other than an enterprise shall be subject to examination and approval in accordance with
these Measures.

Article 30

The power to interpret the present Measures shall remain with the State Development and Reform Commission.

Article 31

These Measures shall come into force as of the date of promulgation. Where there is any discrepancy between any provisions concerning
the examination and approval of enterprises’ investment projects as made before and these Measures, the latter shall prevail.

the State Development and Reform Commission
2004-09-15

MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

the China Securities Regulatory Commission

Order of the China Securities Regulatory Commission

No. 22

The Measures for the Administration of Securities Investment Fund Management Companies, deliberated and adopted at the 98th office
meeting of the chairman of the China Securities Regulatory Commission on June 29, 2004, and approved by the State Council on August
12, 2004, are hereby promulgated, and shall go into effect as of October 1, 2004. The Rules on the Establishment of Foreign-shared
Fund Management Companies by Order No. 9 of the China Securities Regulatory Commission shall be abolished simultaneously.

Upon the approval of the State Council on August 12, 2004, the Interim Measures for the Administration of Securities Investment Funds
as promulgated by the Securities Commission of the State Council on November 14, 1997 upon the approval of the State Council on November
5, 1997 shall be abolished simultaneously.

Chairman of the China Securities Regulatory Commission Shang Fulin

September 16, 2004

Measures for the Administration of Securities Investment Fund Management Companies

Chapter I General Provisions

Article 1

In order to strengthen supervision over and administration of securities investment fund management companies, to regulate acts of
securities investment fund management companies, and to protect the lawful rights and interests of the fund shareholders and the
relevant parties concerned, the present Measures are formulated in accordance with the Securities Investment Fund Law, Company Law
and other relevant laws and administrative regulationsshareholders.

Article 2

The “securities investment fund management company” (hereinafter referred to as the fund management company) as mentioned in the present
Measures shall refer to the legal person of enterprise, which is established within the territory of the People’s Republic of China
upon the approval of China Securities Regulatory Commission (hereinafter referred to as the CSRC) and undertakes securities investment
fund management business.

Article 3

A fund management company shall abide by laws, administrative regulations and the provisions of the CSRC, scrupulously abide by good
faith, be cautious and diligent, and loyally fulfill its responsibilities to manage and use fund property in the interest of fund
shareholders.

Article 4

The CSRC and its branch organs shall conduct supervision over and administration on fund management companies and their business activities
in accordance with the Securities Investment Fund Law, Company Law and other laws, administrative regulations and the provisions
of the CSRC, as well as in light of the principle of prudent supervision.

Article 5

The fund industry association shall make self-disciplinary regulation on fund management companies and their business activities according
to laws, administrative regulations, provisions of the CSRC and the self-disciplinary rules.

Chapter II Establishment of Fund Management Companies

Article 6

The following requirements shall be fulfilled for the establishment of a fund management company:

The shareholders shall meet the requirements of the Securities Investment Fund Law and the provisions of the present Measures;

Having articles of association complying with the Securities Investment Fund Law, Company Law and the provisions of the CSRC;

The registered capital shall be no less than RMB a hundred million Yuan, and the shareholders shall pay the capital contribution in
full in currency, and the overseas shareholders shall make capital contribution in freely convertible currency;

Having senior management personnel to be appointed who comply with laws, administrative regulations and the provisions of the CSRC
and personnel to be appointed who undertake such businesses as research, investment, appraisal and marketing, etc., and the senior
management personnel and business personnel are no less than 15 persons and shall have obtained the qualification for fund practice;

Having a business ground of office, safety and prevention facilities meeting the requirements and other facilities relating to the
business;

Having established organizations and work posts with reasonable division of work and well-defined duties;

Having such internal monitoring systems as supervision and audit and risk control, which meet the provisions of the CSRC; and

Other conditions as prescribed by the CSRC upon the approval of the State Council.

Article 7

The principal shareholders of a fund management company shall refer to those shareholders whose proportion of capital contribution
accounts for the most of the registered capital of the fund management company (hereinafter referred to as the proportion of capital
contribution), and is no less than 25% of the registered capital.

The principal shareholders shall meet the following conditions:

Undertaking securities management, securities investment consulting, trust capital management or other financial capital management;

The registered capital shall be no less than RMB 3 hundred million Yuan;

Having better business performance, and the quality of the assets is in good condition;

Managing continuously for three more complete fiscal years, and the corporate governance is sound with perfect internal monitoring
systems;

Having no records of administrative punishment or criminal punishment due to acts in violation of law and regulations in the past
3 years;

Having no acts of misappropriating customers’ capitals and other acts impairing customers’ interests;

Not being under investigation by the regulatory institution due to acts in violation of laws and regulations or not being in rectification
period; and

Having good public credit standing, having no bad records in the administrative departments of taxation and industry and commerce,
and such institutions as finance supervision, self-disciplinary management and commercial banks, etc..

Article 8

For other shareholders of a fund management company other than the principal shareholders, their registered capital and net assets
shall be no less than RMB one hundred million Yuan, the quality of the assets shall be in good condition, and they shall meet the
conditions as prescribed in Item (4) through (8) of paragraph 2 of Article 7 of the present Measures in addition.

Article 9

In a Sino-foreign joint venture fund management company, the domestic shareholder who makes the highest proportion of capital contribution
shall meet the conditions for principal shareholders as prescribed in paragraph 2, Article 7 of the present Measures. Other domestic
shareholders shall meet the conditions as prescribed in Article 8 of the present Measures.

The overseas shareholder in a Sino-foreign joint venture fund management company shall meet the following conditions:

Being a financial institution that is established according to the law of the country or district where it is located, existing lawfully
and continuously, and having financial assets management experiences, steady and sound finance, good credit, and not having been
punished by any regulatory institution or judicial organ in the past three years;

The country or district where it is located in has perfect securities laws and regulatory systems, and the securities regulatory institution
there has signed understanding memorandum on securities regulatory cooperation with the CSRC or other institutions authorized by
the CSRC, and has been keeping effective regulatory cooperation relationship;

The paid-up capital is no less than the amount in freely convertible currency equal to RMB 300 million Yuan; and

Other conditions as prescribed by the CSRC upon the approval of the State Council.

The preceding provisions shall be applied to the investment institutions in Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan district by analogy.

Article 10

The proportion of capital contribution paid by shareholders of a fund management company shall comply with the provisions of the CSRC.

A shareholder of a fund management company may not hold shares of other shareholders or possess other shareholders’ equity . No one
may be the same actual controller with any other shareholder or have other affiliated relation.

The proportion of capital contribution of or proportion of equity owned by the foreign party of a Sino-foreign joint venture fund
management company may not exceed those in the commitment made by the state securities industry for opening to the outside world
accumulatively (including those held directly and indirectly).

Article 11

The number of one institution shared or multi-institution shared fund management companies controlled by the same one actual controller
may not exceed two, of which the number of share holding fund management companies may not exceed one.

Article 12

When applying for establishing a fund management company, an applicant shall submit materials of application for the establishment
in accordance with the provisions of the CSRC.

The principal shareholders shall organize and coordinate the relevant matters concerning the establishment of a fund management company,
and shall assume the main responsibility for the authenticity and integrity of the application materials.

Article 13

In the case of any major change in the matters involved in the application materials during the application, , the applicant shall
submit updated materials to the CSRC within 5 working days from the date of occurrence of such change. If there is any alteration
in shareholders, the application materials shall be submitted once again.

Article 14

The CSRC shall accept the application for the establishment of a fund management company in accordance with the Administrative License
Law and the provisions of paragraph 1, Article 14 of the Securities Investment Fund Law, and make examination and decision.

Article 15

The CSRC may take the following ways to conduct examination on the application for the establishment of a fund management company:

Asking the relevant institutions and departments for opinions on such aspects as shareholders’ conditions;

Conducting examination on the contents of the application documents by means of expert’s appraisal and checking, etc.; or

Making on-site inspection on the preparation for the establishment of the fund management company within 5 months from the date of
acceptance.

Article 16

Where the establishment of a fund management company has been approved by the CSRC, the applicant shall go through formalities for
registration within 30 days from the date when the document of approval is received, and it shall obtain from the CSRC the Certificate
of Qualification for Fund Management upon the strength of the Business License of Enterprise Legal Person issued by the administrative
department for industry and commerce.

A Sino-foreign joint venture fund management company shall also apply for the Certificate of Approval for Foreign Investment Enterprises
and open a foreign exchange capital account in accordance with the provisions of laws and administrative regulations.

A fund management company shall make a public notice on its establishment in the newspapers and periodicals designated by the CSRC
within 10 days from the date when it has gone through the formalities for industrial and commercial registration.

Chapter III Alteration and Dissolution of Fund Management Companies

Article 17

In case of altering the following major matters concerned, a fund management company shall report to the CSRC for approval:

Alteration of any shareholder, registered capital or proportion of capital contribution of shareholders;

Alteration of the name and domicile;

Amendment to articles of association; and

Other major matters prescribed by the CSRC.

Article 18

After any fund management company alters any shareholder, registered capital, proportion of capital contribution of shareholders,
the provisions of Chapter II of the present Measures shall be complied with for shareholder’s conditions, proportion of capital contribution
of shareholders, amount and registered capital of shareholder shared fund management companies.

Article 19

When disposing his/its capital contribution, a shareholder of a fund management company shall observe the following provisions:

The shareholder shall be honest and in good faith when transferring capital contribution, and shall stick to the commitment he/it
made in subscribing or assigning capital contribution, and may not damage the legal rights and interests of fund shareholders;

When transferring capital, the shareholder shall abide by the provisions of the Company Law on the preemptive rights enjoyed by other
shareholders, and may not do harm to the legal rights and interests of other shareholders by taking such improper measures as making
a false report on the transfer price, etc.;

The shareholder and the transferee shall clarify the relevant matters concerned in the transfer period, so as to ensure that it will
not damage the legal rights and interests of the fund management company and fund shareholders. No shareholder may dispose his/its
capital contribution by such ways as share right custody, trust contract or secret agreement, etc.;

If the matters concerning the alteration of shareholders are not approved by the CSRC or the relevant legal formalities have not been
gone through, the transferor shall continue to fulfill shareholder’s duties, and assume the corresponding responsibilities, and the
transferee may not exercise shareholder’s rights in any form; or

Other provisions as prescribed by laws, administrative regulations and the articles of associations of the company.

Article 20

A shareholder must pay capital in currency in full for the registered capital increased by a fund management company.

Article 21

In case of any alteration of major matters, a fund management company shall submit an alteration application in accordance with the
provisions of the CSRC within 15 days from the date when the board of directors or the shareholders’ meeting adopts such a resolution.
If the alteration involves the transfer of capital contribution of any shareholder, and the fund management company fails to submit
an application as required, the relevant shareholder may submit an application directly.

Article 22

The CSRC shall accept the application of any fund management company for alteration of major matters in accordance with the Administrative
License Law and the provisions of paragraph 2, Article 14 of the Securities Investment Fund Law, and make examination and decision.

Article 23

The CSRC may conduct examination on the application of a fund management company for alteration of major matters concerned by such
ways of inviting the relevant personnel to talk, expert’s appraisal and checking, etc.

For the alteration of the principal shareholders of a fund management company, alteration of the shareholders whose aggregate proportion
of capital contribution exceeds 50%, or alteration of shareholders who have nominated the most directors, the CSRC shall conduct
examination with reference to the provisions of the present Measures for the establishment of a fund management company.

Article 24

In case the alteration of major matters of a fund management company concerns the industrial and commercial registration, a fund management
company shall go through the formalities for the alteration of registration at governmental the administrative department for industry
and commerce within 30 days from the date of receiving the document of approval.

If a fund management company is changed into a Sino-foreign joint venture fund management company, it shall also apply for the Certificate
of Approval for Foreign Investment Enterprises in accordance with the relevant provisions and open a foreign exchange capital account.

Article 25

In respect to the handling of the election and changing of senior management personnel of a fund management company to another post,
the laws, administrative regulations and the provisions of the CSRC shall be abided by.

Article 26

In case the alteration of major matters of a fund management company involve the alteration of the contents of Certificate of Qualification
for Fund Management, the fund management company shall obtain a new Certificate of Qualification for Fund Management with the original
one at the CSRC.

Article 27

A fund management company shall make a public notice on the alteration of major matters in accordance with laws, administrative regulations
and the provisions of the CSRC.

Article 28

A fund management company may not be dissolved until the CSRC has cancelled its fund management qualification.

The dissolution of a fund management company shall be handled in accordance with the Company Law and other laws and administrative
regulations.

Chapter IV Establishment, Alteration and Revocation of the Branches of a Fund Management Company

Article 29

A fund management company may set up a branch company or other forms of branch institutions as prescribed by the CSRC.

A branch of a fund management company may undertake the development of the range of funds, fund sale, and other business activities
authorized by the company.

Article 30

A fund management company shall meet the following conditions for the establishment of branches:

The corporate governance is sound with perfect internal monitoring system, stable business management, and strong capacity for continuous
management;

The company has not been imposed on administrative punishments or criminal penalties for acts in violation of laws and regulations
in the past year;

The company is not under investigation by the regulatory institutions due to acts in violation of laws and regulations, or not in
the rectification period;

The branches to be established have qualified name, offices, business personnel, safety and prevention facilities and other facilities
relating to the business;

The branches to be established have clear functions and perfect management system; and

Other conditions as prescribed by the CSRC.

Article 31

A fund management company shall submit application materials in accordance with the provisions of the CSRC for the establishment of
branches within 15 days from the date when the board of directors or the shareholders’ meeting adopt the resolution.

Article 32

The CSRC shall accept the application of a fund management company for the establishment of branches in accordance with the Administrative
License Law and the provisions of paragraph 2, Article 14 of the Securities Investment Fund Law, and make examination and decision.

The CSRC may conduct on-site inspection on the branches to be established.

Article 33

In case a fund management company alters or revokes branches, it shall report to the CSRC and the branch organ of the CSRC at its
locality within 30 days from the receipt of the document of approval.

Article 34

A fund management company shall go through registration formalities for the establishment of branches with the administrative department
for industry and commerce within 30 days from the receipt of the document of approval.

A fund management company shall go through the relevant formalities for alteration or revocation of branches with the administrative
department for industry and commerce according to the relevant provisions.

Article 35

A fund management company shall make a public notice on matters concerning the establishment, alteration or revocation of branches
in accordance with laws, administrative regulations and the provisions of the CSRC.

Chapter V Governance and Management of Fund Management Companies

Article 36

A fund management company shall establish a governance structure with sound organizational framework, clear division of functions,
effective check and balance and supervision, reasonable stimulation and restriction in accordance with the Company Law and other
laws, administrative regulations and the provisions of the CSRC, so as to keep the company running sound, and maintain the interests
of the fund shareholders.

Article 37

Shareholders of a fund management company shall fulfill legal obligations, and may not take up capital contribution in a false way,
withdraw or withdraw in disguised form the capital contributed.

Article 38

A fund management company shall define the scope of functions and rules of procedures of the shareholders’ meeting.

A fund management company shall establish business separation system with shareholders. A shareholder shall exercise power through
shareholders’ meeting in accordance with law, and may not exceed shareholders’ meeting and the board of directors to directly intervene
with the business management of the fund management company or the investment operation of fund property, nor may he require the
fund management company to cooperate with him in such business activities as securities underwriting and securities investment, etc.,
which impair the legal rights and interests of fund shareholders and other parties concerned.

Article 39

A fund management company shall, when its principal shareholders are unable to operate normally, call together other shareholders
and parties concerned to handle the relevant matters properly in light of the principle of being beneficial to protect the interests
of fund shareholders.

Article 40

A fund management company shall define the scope of functions and rules of procedure of the board of directors. The board of directors
shall formulate the basic systems of the company in accordance with the provisions of laws, administrative regulations and articles
of association of the company, and make decision on the relevant major matters, supervise and give rewards and punishments to the
business management personnel.

The board of directors and the chairman of the board may not exceed their authority to interfere in the concrete business activities
of the management personnel by.

Article 41

A fund management company shall establish and improve independent director system, the number of independent directors may not be
less than 3 persons, and may not be less than one third of that of the board of directors.

When the board of directors discusses the following matters concerned, they shall be passed by more than two thirds of the independent
directors:

Major connected transaction of the company and in fund investment operation;

Auditing affairs of the company and the fund, hiring or changing of accounting firms;

Half-year report and annual report of the fund under the management of the company; and

Other matters prescribed by laws, administrative regulations and articles of association of the company.

Article 42

A fund management company shall establish and improve supervisor system. The supervisor shall be hired by the board of directors and
shall be accountable to the board of directors, and conduct supervision over and audit on the legality and compliance of business
operation of the company.

When the supervisor finds out that there exists great risk in the company or any act of the company in violation of laws and regulations,
he shall notify the general manager and other relevant senior management personnel, and report to the board of directors, the CSRC
and the branch organ of the CSRC at its locality.

Article 43

A fund management company shall strengthen the role of the supervisory board or executing supervisor for their supervision over the
finance of the company and the performance of duties by the board of directors, so as to maintain the lawful rights and interests
of shareholders.

Article 44

The general manager of a fund management company shall be responsible for the business management of the company. The senior management
personnel and other staff members of a fund management company shall fulfill duties faithfully and diligently, and may not seek improper
interests for any shareholder, themselves or others.

Article 45

A fund management company shall establish an internal monitoring system, which is scientific and reasonable, strictly controlled and
operated with high efficiency in accordance with the provisions of the CSRC, establish a scientific and perfect internal monitoring
system, keep the business operation lawful and compliant, and keep the internal monitoring sound and effective.

Article 46

A fund management company shall establish and perfect an investment management system , which consists of such links as authorization,
research, decision-making, execution and appraisal, and deal fairly with the different fund properties and clients’ assets under
its management.

Article 47

A fund management company shall establish perfect fund financial business accounting and fund asset appraisal systems, strictly observe
the relevant provisions of the state, and reflect the status of fund property timely, accurately and completely.

Article 48

A fund management company shall establish and maintain an information management system, implement strict information management to
ensure the safety, truthfulness and integrity of clients’ materials and other information.

Article 49

A fund management company shall establish and perfect customs service standards, strengthen sales management, regulate fund publicity
and introduction, and may not have unjustifiable sales acts and unfair practices in competition.

Article 50

A fund management company may increase registered capital accordingly in light of the principle of prudent management and upon the
need of business development.

A fund management company shall draw risk reserves as required.

Article 51

A fund management company shall manage and use its own capital in accordance with the provisions of the CSRC.

When managing or using its own capital, a fund management company shall keep the company operate normally and may not damage the lawful
rights and interests of the fund shareholders.

Article 52

A fund management company shall establish effective management system and strengthen management on its branches. The branches may
not undertake business operations in such ways of contracting, leasing, custody and cooperation.

A fund management company may establish offices, but the offices may not undertake profit-making activities.

Article 53

A fund management company shall establish emergency preparedness system in accordance with the preparedness plan to properly handle
emergencies that may have great influence on the interests of fund shareholders, or may result in systematic risk, and seriously
affect the social stability.

Chapter VI Supervision and Administration

Article 54

Where any fund management company or any shareholder of a fund company disguises the relevant conditions or provides false materials
when applying for approval of relevant matters, the CSRC shall not accept the application. Even if the application has been accepted,
it shall not be approved.

Article 55

The CSRC shall conduct off-site inspections and on-site inspections on the corporate governance, internal monitoring, business operation,
risk status, and the relevant business activities of any fund management company in accordance with the provisions of laws, administrative
regulations and the provisions of the CSRC and in light of the principle of prudent supervision.

Article 56

The off-site inspection shall mainly be carried out in such ways of checking and approving the materials submitted by a fund management
company.

A fund management company shall submit the following materials to the CSRC and the branch organ of the CSRC at its locality:

Annual report of a fund management company audited by the accountant firm that is qualified for undertaking securities related business;

Annual appraisal report on the internal monitoring of a fund management company issued by the accountant firm that is qualified for
undertaking securities related business;

Quarterly report and annual report of supervisions and audit; and

Other materials to be submitted as required by the CSRC in light of the principle of prudent supervision.

Article 57

A fund management company shall submit annual report and annual appraisal report of the fund management company within 3 months after
the end of each year; and submit quarterly supervision and audit report within 15 days after the end of each quarter, and submit
annual supervision and audit report within 30 days after the end of each year.

Article 58

If any of the following circumstances occurs with respect to a fund management company, it shall report to the CSRC and the branch
organ of the CSRC at its locality within 5 days from the date of the occurrence:

The capital contribution of the shareholders of the company is under the preservation in litigation or other measures taken by the
judicial organ;

The shareholders of the company dispose its capital contribution;

The shareholders of the company are under a merger, division or make major reorganization of assets and liabilities;

The shareholders of the company are put on record by and under the investigation of the regulatory institutions or judicial organ;

The shareholders enter into liquidation procedures or are taken over;

The company and its directors, senior management personnel, fund managers are imposed on criminal or administrative penalties;

The company and its directors, senior management personnel, fund managers are under the investigation of regulatory institution or
judicial organ;

There are major changes in the financial situation of the company; or

Other matters that have a great influence on the management of the company.

In case of the occurrence of any of the emergencies as prescribed in Article 53 of the present Measures, a fund management company
shall report immediately to the CSRC and the branch organ of the CSRC at its locality.

When a fund management company establishes, alters or revokes offices, it shall report to the CSRC and the branch organ of the CSRC
at its locality within 15 days from the date of such establishment, alteration or revocation.

Article 59

Where the competent authority at the regis

REGULATIONS ON NATIONAL ECONOMIC CENSUS

Regulations on National Economic Census

Decree of the State Council of the People s Republic of China

No. 415

Regulations on National Economic Census are hereby promulgated and shall become effective as of the date of promulgation.

Premier Wen Jiabao

September 5, 2004

Regulations on National Economic Census

(Promulgated by Decree No. 415 of the State Council of the People s Republic of China on September 5, 2004, and effective as of the
date of promulgation)

Chapter I General Provisions

Article 1 These Regulations are formulated in accordance with the Statistics Law of the People s Republic of China for the purposes of organizing
and conducting national economic census in a scientific and effective way, and ensuring the accuracy and timeliness of the data colleted
through economic census.

Article 2 Economic census is designed to help keep abreast of the development of the secondary and tertiary industries of our country in terms
of their scales, structures and economic results, and establish a sound system of the registers and databases of the basic units,
providing the foundation for conducting studies to make plans for national socio-economic development and raising the level of policy-making
and management.

Article 3 Economic census shall be organized and conducted in accordance with the principles of unified national leadership, division of work
as well as cooperation among different departments, level-by-level responsibilities by local authorities and participation by all
parties concerned.

Article 4 All State organs, social organizations, enterprises, institutions, other organizations and self-employed individuals shall, in accordance
with the provisions of the Statistics Law of the People s Republic of China and these Regulations, actively participate in and offer
close cooperation to the work of economic census.

Article 5 Publicity departments at all levels shall, by making full use of newspapers, magazines, broadcasts, television programmes, internet,
outdoor billboards and other media, conscientiously publicize economic census and mobilize the public for the work.

Article 6 The funds needed for economic census shall jointly be furnished by the Central Government and local people s governments at all
levels, and shall be incorporated into the financial budgets of the corresponding year, so that the funds can be appropriated on
schedule and guaranteed.

The funds for economic census shall be managed in a unified way and used as earmarked, and the disbursement shall strictly be controlled.

Article 7 Economic census is conducted once in every five years, and the reference time is December 31st of the year in which such census
is conducted.

Chapter II Respondents, Coverage and Methods of Economic Census

Article 8 Respondents of economic census are such legal person units, industrial units and self-employed individuals as engage in the secondary
and tertiary industries within the territory of the People s Republic of China.

Article 9 Respondents of economic census have the obligation to accept the survey conducted in accordance with the law by economic census
bodies and economic census personnel.

Respondents of economic census shall fill in economic census forms in a truthful and timely manner, and shall not make false entries,
conceal economic census data, refuse to submit economic census data or submit such data belatedly.

Respondents of economic census shall, as required by economic census bodies and economic census personnel, provide the materials relating
to economic census without delay.

Article 10 The trades and industries covered by economic census include:

(1) the mining industry;

(2) the manufacturing industry;

(3) the industries of production and supply of electricity, gas and water;

(4) the construction industry;

(5) the transport industry, storage industry and postal service trade;

(6) the industries of information transmission, computer service and software;

(7) the wholesale and retail trades;

(8) the accommodation and catering trades;

(9) the monetary industry;

(10) the real estate trade;

(11) the leasing industry and commercial service trade;

(12) the scientific research, technological service and geological prospecting industries;

(13) the industries of water conservancy, environment and public facilities management;

(14) the residents service and other services industries;

(15) education;

(16) the undertakings of public health, social security and social welfare;

(17) the industries of culture, sports and recreation; and

(18) public administration and organizations.

Article11 The method of complete enumeration shall be applied in economic census, while the method of sampling survey may be applied
where production and business operation engaged in by self-employed individuals are concerned.

Chapter III Forms, Main Contents and Standards for Economic Census

Article 12 Different forms for economic census are provided for different types of respondents: the form for legal person units, the form for
industrial units and the form for self-employed individuals.

Article 13 The main contents of economic census include the basic characteristics of the unit, the employees, the financial situations, the
production and business operation situations, the production capacity, the consumption of raw materials and energy, as well as the
scientific and technological activities.

Article 14 The statistical classification standards and nomenclatures prescribed by the State shall be applied in economic census.

Chapter IV Organization and Conduct of Economic Census

Article 15 The State Council shall establish the leading group for economic census and the office of the group. The State Council Leading Group
for Economic Census shall be responsible for the organization and conduct of economic census. The Office of the Leading Group is
established under the National Bureau of Statistics and is responsible for the day-to-day organization and coordination of the work.

All the relevant departments under the State Council shall bear their respective responsibilities and closely cooperate with each
other to make a success of the work.

Article 16 Local people s governments at all levels shall establish their own leading groups for economic census and offices thereof, which
shall, in accordance with the unified provisions and requirements of the State Council Leading Group for Economic Census and its
Office, organize and conduct the work of economic census in the localities.

Neighbourhood offices and residents (villagers) committees shall widely mobilize and organize civic entities to actively participate
in and work conscientiously for economic census.

Article 17 The relevant departments under the State Council and those under the local people s governments at all levels shall establish economic
census bodies, which shall be responsible for accomplishing the task of economic census arranged by the offices of the leading groups
for economic census under the State Council and those under local people s governments at the corresponding levels.

Article 18 Large enterprises shall establish economic census bodies, which shall be responsible for filling in the forms for economic census
on behalf of their own enterprises. Legal person units of other types shall assign appropriate persons to assume the responsibility
for filling in the forms for economic census on behalf of their own units.

Article 19 Local economic census bodies at all levels shall, in the light of the need of work, recruit census supervisors and enumerators or,
upon consultation, have such supervisors and enumerators transferred from other units. All the units concerned shall actively recommend
qualified persons to serve as census supervisors and enumerators.

Census supervisors and enumerators shall be persons of healthy and with a strong sense of responsibility and professional knowledge
needed.

Article 20 Those who are recruited shall be remunerated for their work by economic census bodies in the localities, while the salaries of those
who are transferred from other units through consultation shall be paid by their own units and their welfare benefits shall remain
unchanged.

Article 21 Local economic census bodies at all levels shall offer uniform professional training among census supervisors and enumerators, and
issue the certificates of census supervisors or enumerators to those who pass the examinations. When undertaking the task of economic
census, census supervisors and enumerators shall show their certificates of their own accord.

Enumerators are responsible for organizing respondents of economic census and guiding them in filling in the forms for economic census,
while census supervisors are responsible for giving instructions to enumerators and inspecting their work.

Article 22 Census supervisors and enumerators shall have the right to look up the relevant original materials of financial accounting, statistics
and business accounting which are related to economic census and to look up the relevant business operation certificates of legal
person units, industrial units and self-employed individuals, and have the right to ask respondents of economic census to correct
the false contents in their forms for economic census.

Article 23 Economic census bodies at all levels shall, at the preparatory stage of economic census, screen the units for surveying and accurately
define the types of the forms for economic census to be filled in by each of them.

Departments at all levels that are in charge of institutional organization, civil affairs, taxation, industrial and commercial administration,
and quality inspection, as well as other departments that have the function to examine, approve and register the establishment of
units, shall be responsible for providing the economic census bodies at the corresponding levels with the materials regarding the
units that have been examined, approved or registered by them, and they shall join their efforts to make a success of the screening
of the units.

On the basis of the existing registers of the basic units, economic census bodies at the county level shall, by referring to the materials
regarding the units provided by the departments concerned, verify and screen one by one the units in their economic census areas,
so as to compile the registers of economic census units.

Article 24 Economic census bodies at the county level shall, according to the registers of the units compiled on the basis of the screening,
do a good job in distributing, collecting and verifying the forms for economic census, inputting the data into computers and submitting
them to the authorities at higher levels.

Legal person units shall fill in the form for legal person units, and shall be responsible for organizing industrial units affiliated
to them to fill in the form for industrial units.

Article 25 Economic census bodies at all levels and economic census personnel shall independently perform their functions and powers of surveying,
reporting and supervision in accordance with the law, and they shall not be interfered by any unit or individual.

Leading members of local authorities, departments and units shall not, without authorization, alter the economic census results provided
by economic census bodies and economic census personnel in accordance with the law, and shall not compel or prompt economic census
bodies or economic census personnel to tamper with the economic census results or fabricate false data.

Chapter V Data Processing and Quality Control

Article 26 The processing of economic census data shall be organized and conducted by economic census bodies at or above the county level.

The Office of the State Council Leading Group for Economic Census shall be responsible for providing all local census bodies with
the standards and programmes for data processing.

Local economic census bodies at all levels shall process the data in accordance with the unified requirements and standards laid down
by the Office of the State Council Leading Group for Economic Census, and shall, level by level, submit the economic census data
to the economic census bodies at higher levels.

Article 27 Upon completion of the processing of economic census data, economic census bodies at all levels shall take care over the backing
up of the data and the loading of the data into databases, establish a sound system for the registers of the basic units and their
databases, and strengthen the day-to-day management, maintenance and updating of the system.

Article 28 Local economic census bodies at all levels shall, in accordance with the provisions of the Office of the State Council Leading Group
for Economic Census, establish the job responsibility system for quality control over economic census data, exercise quality control
over every link in the conduct of economic census and carry out acceptance inspection item by item.

Article 29 The Office of the State Council Leading Group for Economic Census shall organize checking through samples of the quality of economic
census data in a unified way, the result of which shall serve as the principal basis for evaluating the quality of economic census
data of the whole country and of different regions.

Economic census bodies at all levels shall carefully analyze and comprehensively evaluate the economic census data collected.

Chapter VI Publication of Data, Administration and Exploitation of Materials

Article 30 Economic census bodies at all levels shall publish economic census bulletins in accordance with the provisions of the State.

The publication of economic census bulletins by a local economic census body at a lower level shall be subject to the verification
and approval of the economic census body at the next higher level.

Article 31 Economic census bodies at all levels shall conscientiously preserve and administer economic census materials and offer services
to the public, and shall exploit full utilization of economic census materials.

Article 32 Economic census bodies at all levels and their staff members shall abide by the relevant provisions of the Statistics Law of the
People s Republic of China and the Rules for the Implementation of the Statistics Law of the People s Republic of China, fulfilling
the obligation to keep confidential the State secrets and the commercial secrets of respondents of economic census which they have
come to know in the process of economic census.

Article 33 The use of materials regarding units and individuals collected in economic census shall be strictly limited to the purpose of economic
census and shall not be used by any unit as the basis for imposing penalties on respondents of economic census.

Chapter VII Commendation and Penalties

Article 34 Economic census bodies at all levels shall give commendation and award to the advanced units and individuals that have made outstanding
contributions to the work of economic census.

Article 35 Leading members of local authorities, departments or units who alter economic census results without authorization, or fabricate
economic census data, or compel or prompt economic census bodies or economic census personnel to tamper with economic census results
or fabricate economic census data shall be given administrative or disciplinary sanctions in accordance with the law and shall, in
addition, be criticized in a circulated notice by the statistics institutions of the people s governments at or above the county
level.

Economic census personnel who are involved in the tampering with economic census results or the fabricating of economic census data
shall be criticized in a circulated notice and given administrative sanctions in accordance with the law by the statistics institutions
of the people s governments at or above the county level; or the said institutions may suggest that the departments or units concerned
give them administrative or disciplinary sanctions in accordance with the law.

Article 36 Any respondent of economic census that commits one of the following violations shall be ordered to make corrections and criticized
in a circulated notice by the statistics institution of the people s government at or above the county level; if the violation is
relatively serious, the said institution may suggest that the departments or units concerned give administrative or disciplinary
sanctions in accordance with the law to the persons who are directly in charge and the other persons who are directly responsible:

(1) refusing to accept, or hindering the acceptance of, the survey conducted by economic census bodies or economic census personnel
in accordance with the law;

(2) providing false or incomplete economic census data; or

(3) failing to provide data relating to economic census on time and still failing to do so after being urged.

Any enterprise or institution that commits one of the violations mentioned in the preceding paragraph shall be given a warning by
the statistics institution of the people s government at or above the county level and may, in addition, be imposed a fine of not
more than 50,000 yuan. Any self-employed individual that commits one of the violations mentioned in the preceding paragraph shall
be given a warning by the statistics institution of the people s government at or above the county level and may, in addition, be
imposed a fine of not more than 10,000 yuan.

Article 37 Economic census bodies at all levels shall open a hotline for public report, as a means of accepting, from all walks of life, exposures
of and supervision over the violations committed by units or individuals in the course of economic census, and give awards to the
persons who have rendered meritorious services in making exposures of violations.

Chapter VIII Supplementary Provisions

Article 38 These Regulations shall become effective as of the date of promulgation.

National Bureau of Statistics of China

CIRCULAR OF THE MINISTRY OF CONSTRUCTION AND THE MINISTRY OF COMMERCE ON STRENGTHENING THE ADMINISTRATION OF CREDENTIAL EVALUATION FOR FOREIGN-FUNDED CONSTRUCTION ENTERPRISES

Ministry of Construction, Ministry of Commerce

Circular of the Ministry of Construction and the Ministry of Commerce on Strengthening the Administration of Credential Evaluation
for Foreign-funded Construction Enterprises

JianShi [2004] No. 159

The Construction Departments of all provinces and autonomous regions, Construction Commissions of all municipalities directly under
the Central Government, Construction Administration Bureaus of Shandong and Jiangsu provinces, construction departments of relevant
ministries and commissions of the State Council, Construction Bureau of Xinjiang Production and Construction Corps, Engineering Bureau
of the Barracks Division of the General Logistics Department, and the competent departments of commerce of all provinces, autonomous
regions, municipalities directly under the Central Government and cities directly under the state planning:

This Circular is hereby issued as follows with a view to further bettering the administration of credential evaluation of foreign-funded
construction enterprises established in China by foreign enterprises:

Continuously bettering the administration of the establishment of and credential evaluation for construction enterprises established
in China by foreign enterprises and other relevant work concerning that

(1)

In order to ensure the smooth transition between the engineering contracting activities already in progress when this Circular is
issued and the new provisions, with respect to foreign enterprises having obtained an approval for establishing foreign-funded enterprises
in China but having not yet obtained credential certificate for construction enterprises, before July 1st, 2005 they may present
the contract of engineering contracting to which they concluded and their Foreign Enterprise’s Credential Certificate for Engineering
Contracting and, after the administrative department for construction at the provincial level has made preliminary examination and
approved, have a contracting certificate for a specific project handled by the Ministry of Construction. No foreign enterprise without
a credential certificate for a construction enterprise may contract any engineering project after July 1st, 2005.

The administrative departments for construction and other relevant departments at various levels shall make best use of their time
in conducting the work of examination and approval of the establishment and applications for credentials of foreign-funded construction
enterprises.

(2)

Any foreign-funded enterprise having obtained the Construction Enterprise’s Credential Certificate may, before July 1st, 2005, contract
engineering projects in China with its Construction Enterprise’s Credential Certificate or Foreign Enterprise’s Credential Certificate
for Engineering Contracting. Such engineering contracting performance may be treated as its performance for the purpose of credential
upgrade and annual review.

Treatment of some issues in the examination and appraisal of credentials of foreign-funded construction enterprises

In order to encourage international large-scale engineering contracting companies to establish foreign-funded construction enterprises
in China, newly established foreign-funded construction enterprises not meeting the required credential standards in terms of performance
or personnel shall be treated as follows:

(1)

The foreign investor’s engineering contracting performance in China may be treated as that of the enterprise newly established by
it in China. The foreign investor applying for a credential certificate shall provide materials certifying its corresponding performance,
which shall be subject to the examination and confirmation by the credential authority in accordance with the credential standards
for construction enterprises.

(2)

The foreign-funded construction enterprise may retain overseas service providers as its technical and managerial personnel. Such overseas
service providers must fulfill the requirements equal to those for the technical post_title as required by the credential standard for
the construction enterprise.

The qualifications for certain technical post_titles of the overseas service providers shall be determined by the credential authority
based on their educational credentials and work experience when the authority examines the construction enterprise’s credentials,
pursuant to the Measures for Implementing the Provisions Concerning the Administration of Credential Evaluation in the Provisions
Concerning the Administration of Foreign-funded Construction Enterprises as issued by the Ministry of Construction (JianShi [2003]No.
73).

(3)

The foreign-funded construction enterprise may retain overseas service providers as its project managers. The qualifications of such
overseas service providers shall be examined and determined by the credential authority based on their experience in managing engineering
projects, when the authority examines the construction enterprise’s credentials, in accordance with the credential standards for
construction enterprises and the Measures for Implementing the Provisions Concerning the Administration of Credential Evaluation
in Provisions Concerning the Administration of Foreign-funded Construction Enterprises issued by the Ministry of Construction (JianShi
[2003]No. 73).

There is no limit to the number of overseas service providers retained by a foreign-funded construction enterprise as its project
managers.

The administrative competent departments for construction of all provinces, autonomous regions and municipalities directly under the
Central Government shall conduct the administration of credential evaluation for foreign-funded construction enterprises in light
of the spirit of this Circular and promptly report any problem as may arise in the work to the Construction Market Administration
Department of the Ministry of Construction and the Foreign Investment Administration Department of the Ministry of Commerce.

The Ministry of Construction

The Ministry of Commerce

September 6th, 2004

Ministry of Construction, Ministry of Commerce
2004-09-06

THE SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ADMINISTRATION OF TAX REFUND (EXEMPTION) OF EXPORT GOODS

The State Administration of Taxation

The Supplementary Circular of the State Administration of Taxation on the Administration of Tax Refund (Exemption) of Export Goods

Guo Shui Fa [2004] No.64

Recently, the State Administration of Taxation issues the following supplementary circular on the administration of tax refund (exemption)
of export goods:

Where an export enterprise has any of the following circumstances, it shall fall within the special reasons stated in Article 3 of
the document of Guo Shui Fa [2004] No. 64:

(1)

Failing to obtain the relevant documents of export tax refund (exemption) or to declare tax refund (exemption) during the prescribed
period due to force majeure;

(2)

Failing to obtain the relevant documents of export tax refund (exemption) during the prescribed period due to the adoption of special
means of customs declaration such as the centralized customs declaration, etc. or;

(3)

Failing to obtain the relevant documents of export tax refund (exemption) during the prescribed period due to other reasons caused
by special operation modes.

Where an export enterprise is under one of the above circumstances, it shall submit the written application for extending declaration
to the taxation authority in the prescribed period, and declare tax refund (exemption) during the approved period after the approval
of the taxation authority superior to the prefecture and municipality level (including the prefecture and municipality level).

Where a manufacturing enterprise, in exporting goods, fails to make declaration to go through the formalities of tax refund (exemption)
within 90 days from the date of export declaration prescribed in Article 3 of the document of Guo Shui Fa [2004] No. 64, and its
expiration date exceeds the declaration period of tax exemption, deduction and refund in the current month, the taxation authority
may temporarily suspend collection of taxes as domestic sale goods stated in Article 7 of the document of Guo Shui Fa [2004] No.
64. However, the manufacturing enterprise shall declare tax exemption, deduction and refund during the declaration period of tax
exemption, deduction and refund of the next month, and taxation authorities shall levy taxes as domestic sale goods if it still fails
to declare.

Paragraph 4 of Article 2 of the document of Guo Shui Fa [2004] No. 64 refers to: Where the export enterprise which handles the registration
of export tax refund (exemption) after June 1, 2004, declares export tax refund (exemption) within two years from the date of the
first declaration of export tax refund (exemption), shall provide the form for verification and writing-off of export proceeds in
foreign exchange. Where the export enterprise which is established newly and re-registers export tax refund (exemption) because of
transformation, reorganization, merger and division etc., declares tax refund (exemption), it may not provide the form for verification
and writing-off of export proceeds in foreign exchange after approval of the taxation authority at provincial level if the former
export enterprise is not under any circumstance listed in Article 2 of the document of Guo Shui Fa [2004] No. 64, and the post examination
shall be adopted pursuant to the relevant provisions of the document of Guo Shui Fa [2004] No. 64.

As to the export enterprise which does not go through the appraisal of taxation credit rating, the tax refund department of the national
taxation bureau at provincial level may formulate the interim measures for taxation credit rating of export enterprises, and carry
out the appraisal of taxation credit rating accordingly, or the tax refund department may determine whether the form for the verification
and writing-off of export proceeds in foreign exchange shall be provided in the declaration of the export enterprise pursuant to
the other circumstances as listed in Paragraph 3 of Article 2 in the document of Guo Shui Fa [2004] No.64.

The State Administration of Taxation
2004-09-08

THE CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE START OF THE APPROVAL CERTIFICATE FOR INLAND ENTERPRISES TO INVEST IN HONG KONG AND MACAO SAR

The General Office of the Ministry of Commerce

The Circular of the General Office of the Ministry of Commerce on the Start of the Approval Certificate for Inland Enterprises to
Invest in Hong Kong and Macao SAR

The authorities in charge of commerce of all provinces, autonomous regions and cities directly under state planning, and all enterprises
directly under central government:

Pursuant to the Circular of the Ministry of Commerce and the Hong Kong and Macao Affairs Office of the State Council on the Printing
and Distributing the Regulations of the Ratification for Inland Enterprises to Invest and Establish Enterprises in Hong Kong and
Macao SAR (Shang He Fa [2004] No. 452), inland enterprises that intend to invest and establish enterprises in Hong Kong and Macao
SAR, shall obtain the Approval Certificate for Inland Enterprises to Invest in Hong Kong and Macao SAR (hereinafter referred to as
the Approval Certificate) after they are ratified. The Approval Certificate is the final voucher of the ratification from the state
for inland enterprises to invest and establish enterprises in Hong Kong and Macao SAR. The Approval Certificate is printed by the
Ministry of Commerce in a unified way. The inland enterprises shall go through matters concerning foreign exchange, banks, customs
and foreign affairs on the basis of the Approval Certificate and ratification documents.

The Ministry of Commerce will start to use the Approval Certificate for Inland Enterprises to invest in Hong Kong and Macao SAR from
October 1, 2004, the sample attached below.

It is thereby notified.

Attachment (omitted)

The General Office of the Ministry of Commerce

September 9, 2004

The General Office of the Ministry of Commerce
2004-09-09

Hacking

CIRCULAR ON PROVISIONS CONCERNING ESTABLISHING CHINESE-FOREIGN COOPERATIVELY-RUN SCHOOL OFFERING HIGHER EDUCATION FOR ACADEMIC QUALIFICATIONS ABOVE REGULAR UNIVERSITY EDUCATION AND...

MEASURES FOR THE IMPLEMENTATION OF THE ADMINISTRATIVE LICENSING BY THE PEOPLE’S BANK OF CHINA

REGULATION ON THE ADMINISTRATION OF TOLL ROADS

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON THE PRINTING AND DISTRIBUTION OF THE PROVISION ON SEVERAL ISSUES CONCERNING EXTENDING VALUE-ADDED TAX CREDIT SCOPE IN NORTHEAST REGION

INTERIM MEASURES FOR EXAMINATION ON AND APPROVAL OF ENTERPRISES’ INVESTMENT PROJECTS

MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

REGULATIONS ON NATIONAL ECONOMIC CENSUS

CIRCULAR OF THE MINISTRY OF CONSTRUCTION AND THE MINISTRY OF COMMERCE ON STRENGTHENING THE ADMINISTRATION OF CREDENTIAL EVALUATION FOR FOREIGN-FUNDED CONSTRUCTION ENTERPRISES

THE SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ADMINISTRATION OF TAX REFUND (EXEMPTION) OF EXPORT GOODS

THE CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE START OF THE APPROVAL CERTIFICATE FOR INLAND ENTERPRISES TO INVEST IN HONG KONG AND MACAO SAR

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7