LETTER OF THE INTERNATIONAL TAXATION DEPARTMENT OF SAT ON RELATIVE ISSUES PERTINENT TO THE AUDITING TOOLS FOR THE DATA ON THE SETTLEMENT AND PAYMENT OF INCOME TAX OF FOREIGN-FUNDED ENTERPRISES AND FOREIGN ENTERPRISES

State Administration of Taxation

Letter of the International Taxation Department of SAT on Relative Issues Pertinent to the Auditing Tools for the Data on the Settlement
and Payment of Income Tax of Foreign-funded Enterprises and Foreign Enterprises

Ji Bian Han [2006] No.43

April 10, 2006

The administrations of state taxes of all the provinces, autonomous regions, municipalities directly under the Central Government,
and cities separately listed in the state plan, and administrations of local taxes of Guangdong Province and Shenzhen City,

In order to enhance the quality of settlement and payment data of income taxes of foreign-funded enterprises and foreign enterprises
(hereinafter referred to as enterprises), the auditing tools for the data on the settlement and payment of enterprise income taxes
(hereinafter referred to the “auditing tools”) have been revised and improved based on summarizing the specific problems found out
by each locality during the data audit process in the five-year (from 2000-2004). The letter notice on relative issues on the downloading
and using of the auditing tools is made as follows:

Downloading Address. The newly revised auditing tools are put under the index of FTPlocalInternational Taxation Department. Each
locality shall download and use them in time.

II.

Installation Method. The method of installing the auditing tools is exactly like that of other standard Windows installation files.
Double click the installation file (tax_tools_setup.exe), and follow the instructions on the screen to finish the installation. The
system will acquiesce the installation index “..Program Files ax_tools”, and append the shortcut “settlement and payment tools
(2006 Edition)” on the desktop.

III.

Running of the Auditing Tools. When opening the auditing tools, you need to take two steps: selecting database and choosing a tax
authority.

Selecting database. Double click the shortcut “settlement and payment tools (2006 Edition)”on the desktop, and enter into the “window
for opening database”, and the default index of the database is “My documents
elative data of income taxdata files”. Select the
settlement and payment database files in relevant ACCESS format, and the general default name of the files is “settlement.mdb”. Select
relevant database and then click the “Open” button.

Reopen the database through the “System/Open database” in the menu or through the button “Open” in the toolbar, and then select the
proper path and name of the database files in the pop-up dialog box, and click the button “Open”.

Choosing a tax authority. After a database is chosen, the window of “Toggle among tax authorities” pops up automatically. Choose “All”
, “by provinces or municipalities”, “by prefectures or cities”, or “by districts or counties” in accordance with the scope of audit,
and then choose the target tax authority to be audited in the list of the tax authorities.

All: means to audit the data of all the enterprises available in the current database in the year 2005;

“By provinces or municipalities”: means to audit the data of the enterprises of different provinces and municipalities available in
the current database in the year 2005;

“By prefectures or cities”: means to audit the data of the enterprises of different prefectures and cities available in the current
database in the year 2005;

“By districts or counties”: means to audit the data of the enterprises of different districts and counties available in the current
database in the year 2005; and

The tax authorities in cities separately listed in the state plan and special economic zones shall be treated as those in the form
of “by provinces and municipalities”, and shall not be listed in the form of “by prefectures or cities”.

IV.

Functions and Operations. The working principle of the auditing tools shall be: to summarize and conclude the problems found out in
the work of auditing settlement and payment, and transform them to a series of logic judgment formulas, and then analyze and judge
the problems existing in the settlement and payment data by making use of these logic audit formulas. The object of audit is the
driving table in the system of settlement and payment and the essential information of the relative enterprises, and there is no
revision on the settlement and payment database in the data audit. The auditing tools mainly consist of data auditing test, inquiry
on information of accounts number, statistics on tax sources, inquiry on supplementary information, and other essential functions.
The methods of specific operations are as follows:

Data Audit and Test

Click “false information test” in the menu “data test tools” or the button “data test” in the toolbar, the system will audit the current
settlement and payment data of the tax authorities in the year 2005 account by account, and the audit result will be listed in the
table, the contents of which consist of: serial number, identification number of the taxpayers, type A and B, enterprise name, existing
errors, existing disputed points, code of the tax authority taking in charge.

Click the “false information statistics” in the menu “data test tools” or the button “error statistics” in the toolbar, the system
shall make classified statistics on the false information in accordance with different tax authorities, but excluding the information
of disputed points.

Select any enterprise in the table, and click the button of “details of enterprises” in the toolbar, the system shall indicate the
information on account management of the enterprise, declaration information, adjustment information, to provide convenience for
tax staffs to check the error and the information with disputed points.

Inquiry Account Management Information

Click the relative items under the menu of ” inquiry account management information”, the system will make statistics on the information
relevant to the number of accounts for opening business registered by enterprises in the year 2005 in accordance with the economic
type, and make statistics on the information relevant to the number of accounts registered by enterprises in accordance with different
investment countries, and inquire and output the information of the enterprises newly registered, newly set up, and newly written
off in the current year.

Statistics on Tax Sources

Click the relative items under the menu of “statistics on tax sources”, the system may inquire and output the statistics form on the
preferential information of the enterprises under the current tax authorities, the statistics form on the tax sources in accordance
with different industries in the year 2005, and the statistics form on tax sources in accordance with different accounts, and its
function is equivalent to a set of ledgers for managing tax sources of foreign-related enterprises income tax.

Inquiry Supplementary Information

Click the relative items under the menu of “inquiry supplementary information”, the system may inquire and output the information
involving the tax of the enterprises doing related transaction in the year 2005 under the current tax authorities, and the prepayment
of the income tax (including loss-incurring enterprises), adjustment information on tax payment of enterprises, and details of the
tax rate, and etc..

Print and Output

The function of print and output has been perfected in the upgraded examination tools. The audit or inquiry result may be output into
the EXCEL form through the button of “EXCEL output” in the menu “System” or the button of the “Output” in the toolbar.

The audit or inquiry result may be printed or output directly through the module of “direct print” in the menu “System”.

Strictly in the light of the provisions of Article 4 of the Circular of the State Administration of Taxation on Relative Issues pertinent
to Doing A Good Job in the Settlement and Payment of Income Taxes of Foreign-funded Enterprises and Foreign Enterprises (Guo Shui
Han [2006] No.101), each locality shall do a good job in the audit of settlement and payment data, for the purpose of ensuring the
accuracy of the settlement and payment data countrywide. This year, in the audit of settlement and payment, State Administration
of Taxation will lay emphasis on the quality of the data reported by each locality. Each locality shall strengthen the consciousness
of responsibility, and guarantee the quality of the data. Any locality that reports the data overdue, or reports disc data that is
unable to be read, or incomplete or has any error, which may affect the collection of the data countrywide, shall be circulated a
notice of criticism by the State Administration of Taxation.

Please carry out the aforesaid provisions accordingly.

State Administration of Taxation
2006-04-10

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE AND THE MINISTRY OF COMMERCE ON THE RELEVANT ISSUES CONCERNING FOREIGN INVESTORS’ ESTABLISHING FOREIGN-FUNDED ADVERTISING ENTERPRISES THROUGH SHARE RIGHT MERGER

Circular of the State Administration for Industry and Commerce and the Ministry of Commerce on the Relevant Issues Concerning Foreign
Investors’ Establishing Foreign-funded Advertising Enterprises through Share Right Merger

Gong Shang Guang Zi [2006] No. 99

The administrations for industry and commerce and the commerce administrative departments of all provinces, autonomous regions, municipalities
directly under the Central Government and cities directly under separate state planning,

According to the Provisions on the Administration of Foreign-funded Advertising Enterprises (Order No. 8 of the State Administration
for Industry and Commerce and the Ministry of Commerce issued on March 2, 2004, hereinafter referred to as the Advertising Provisions)
and the Interim Provisions on Foreign Investors to Merge Domestic Enterprises (Order No. 3 of the Ministry of Foreign Trade and Economic
Cooperation, the State Administration of Taxation, the State Administration for Industry and Commerce and the State Administration
of Foreign Exchange issued on March 7, 2003, hereinafter referred to as the Merger Provisions), we hereby make the following notices
on the issues concerning foreign investors’ establishing foreign-funded advertising enterprises through share right merger:

A foreign investor may, according to the Merger Provisions, Advertising Provisions, and other relevant provisions, establish a Sino-foreign
joint advertising enterprise through purchasing part of the share rights of a domestic enterprise, or establish a foreign-funded
advertising enterprise through purchasing all of the share rights of a domestic enterprise.

As for a foreign-funded advertising enterprise that is established by a foreign investor through share right merger, the Chinese
and foreign investors shall meet the conditions as prescribed in Articles 9 and 10.

If the domestic advertising enterprise to be merged or purchased has mainly or concurrently engaged in advertising business for 2
years or more, the original Chinese investor of the domestic advertising enterprise may continue to hold its shareholder’s position
and is not subject to the restriction as prescribed in the preceding paragraph.

Where a foreign investor invests in advertising industry by merging a domestic advertising enterprise, it shall transact the formalities
of examination, approval and registration according to Articles 6 and 7 of the Advertising Provisions.

When applying for the Opinion on the Examination and Approval of the Foreign-funded Advertising Enterprise Project, an applicant shall
submit the following documents to the State Administration for Industry and Commerce or its authorized provincial administration
for industry and commerce:

(1)

The share right merger requisition signed jointly by the foreign investor and the domestic advertising enterprise to be merged;

(2)

The resolution of the shareholder’s meeting (the board of directors) of the domestic advertising enterprise to be merged;

(3)

The resolution of the shareholders’ meeting (the board of directors) of the foreign investor;

(4)

The registration certificate of the domestic advertising enterprise to be merged;

(5)

The registration certificate of the foreign investor;

(6)

The capital and credit certificate of the foreign investor; and

(7)

The preliminary examination opinion of the local administration for industry and commerce.

The foreign investor, which intends to establish a Sino-foreign joint advertising enterprise through purchasing part of the share
rights of a domestic advertising enterprise, shall, besides the documents as mentioned above, submit the situation of the shareholders
of the domestic advertising enterprise to be merged and the relevant registration certificate of every foresaid shareholder, the
capital and credit certificate of the domestic advertising enterprise to be merged as well as the capital and credit certificate
of every shareholder of the domestic advertising enterprise to be merged.

After an applicant obtains the Opinion on the Examination and Approval of the Foreign-funded Advertising Enterprise Project issued
by the State Administration for Industry and Commerce, it shall submit the documents to the commerce administrative department, and
transact the formalities of examination and approval according to the Advertising Provisions and the relevant provisions of the state
on the merger.

Please execute the opinions as mentioned above accordingly.

State Administration for Industry and Commerce

Ministry of Commerce

April 11, 2006

State Administration for Industry and Commerce, Ministry of Commerce
2006-04-11

ANNOUNCEMENT OF THE PEOPLE’S BANK OF CHINA

The People’s Bank of China

Announcement of the People’s Bank of China

[2006] No. 5

For the purpose of deepening the reform of foreign exchange management mechanism, supporting the facilitation of trade and investment,
further cultivating the foreign exchange market and promoting the basic international balance of payments, we hereby announce, upon
approval of the State Council, the issues concerning the adjustment of foreign exchange management policies as follows:

Where an enterprise opens, alters or closes current accounts of foreign exchange, the procedure of examination and approval in advance
shall be adjusted to direct handling by the bank according to the foreign exchange management requirements and business convention
and the archival filing at the foreign exchange bureau. The quota for the current accounts of foreign exchange of the enterprises
shall be enhanced. The enterprises that have real transactions and need to make external payment shall be allowed to purchase foreign
exchange in advance.

II.

Banks shall simplify the vouchers for the sale and payment of foreign exchange in the service trade, and broaden the purview of examination
and approval thereof.

III.

Banks shall further simplify the formalities for individual purchase of foreign exchange by domestic citizens, raise the quota of
foreign exchange purchase and implement the management of total annual amounts. Where an individual purchases foreign exchange within
the limit, he shall purchase foreign exchange from and declare its purposes to the bank upon the strength of his real identity certification;
and where an individual purchases foreign exchange that exceeds the limit, the bank shall offer foreign exchange in light of the
actual demands after examination of the relevant vouchers.

IV.

The business of overseas financial management of foreign exchange by domestic banks on behalf of their clients shall be broadened,
and the qualified banks shall be allowed to gather the RMB capital of domestic institutions and individuals and use it for purchasing
foreign exchange for the purpose of investing in the overseas products with fixed proceeds.

The qualified fund management companies and other securities management institutions shall be allowed to gather the foreign exchange
owned by domestic institutions and individuals within a certain amount for the purpose of investing in the overseas compound securities,
including the stocks.

VI.

The business of overseas securities investments by insurance institutions shall be broadened, and the qualified insurance institutions
shall be allowed to purchase foreign exchange for investing in overseas products with fixed proceeds and money market instruments,
with the amount of foreign exchange purchase limited in light of a certain proportion of total assets of an insurance institution.

The People’s Bank of China shall organize the implementation of the above-mentioned policies and measures in real time and item by
item jointly with the relevant department. At the same time, the People’s Bank of China shall closely follow up and analyze the international
balance of payments, timely adjust the relevant policies, practically guard against risks and maintain the national economy and financial
safety.

The People’s Bank of China

April 13, 2006

The People’s Bank of China
2006-04-13

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ADJUSTING THE POLICIES CONCERNING THE ADMINISTRATION OF CURRENT FOREIGN EXCHANGE ACCOUNTS

the State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Adjusting the Policies Concerning the Administration of Current Foreign
Exchange Accounts

Hui Fa [2006] No. 19

April 13, 2006

To all branches and foreign exchange administration departments of the State Administration of Foreign Exchange (the SAFE) in all
provinces, autonomous regions, and municipalities directly under the Central Government, the branches in Shenzhen, Dalian, Qingdao,
Xiamen and Ningbo, and all designated Chinese-funded foreign exchange banks:

For the purpose of better satisfying the demands of domestic institutions and individuals for using foreign exchanges and promoting
the trade facilitation, we hereby notify the relevant matters on adjusting the policies concerning the administration of current
foreign exchange accounts as follows according to the Announcement No. 5 [2006] of the Peoples Bank of China:

Annulling the beforehand examination and approval for the opening of current accounts of foreign exchange and raising the quota of
current foreign exchange accounts

The foreign exchange bureau shall not conduct advance examination and approval for the opening, alteration and closing of current
foreign exchange accounts of domestic institutions any more. Where a domestic institution that has already opened any current foreign
exchange account needs to open a new current foreign exchange account again, it may directly go through the account opening formalities
at a designated foreign exchange bank (hereinafter referred to as the bank) upon the strength of an account opening application form,
its business license (or registration certificate for social organizations) and its organization code. Where a domestic institution
that has not opened any current foreign exchange account before needs to open a new current foreign exchange account, it shall firstly
register its basic information at the foreign exchange bureau upon the strength of its business license (or registration certificate
for social organizations) and its organization code before going through aforesaid formalities.

The quota of the foreign exchange that can be preserved at the current foreign exchange accounts of a domestic institution shall be
raised and be determined in light of the sum of 80% of the foreign exchange incomes under current accounts and 50% of the foreign
exchange expenditures under the current accounts in the previous year. Where a domestic institution that has no foreign exchange
expenditure under current accounts in the previous year and needs to open an account, the initial quota of its current foreign exchange
account shall be adjusted to the equivalent not more than 500,000 US Dollars.

Where a domestic institution that has carried out transactions before needs to pay foreign exchange for external payment, it may purchase
foreign exchange in advance at the account-opening bank upon the strength of valid vouchers and business documents as prescribed
by the Provisions concerning the Control of Settlement, Sale and Payment of Foreign Exchange and other relevant provisions on the
administration of foreign exchange, and deposit the foreign exchange into its current account of foreign exchange.

II.

Simplifying the vouchers for the sales and payments of foreign exchange in the service trade and adjusting the quotas for the examination
and approval of sales and payments of foreign exchange in the service trade

Where a domestic institution or individual pays the equivalent of 50,000 US Dollars or less to an overseas institution or pays the
equivalent of 5,000 US Dollars or less to an overseas individual for the expenses under the item of service trade, the domestic institution
or individual shall, upon the strength of the contract (agreement) or the invoices (letter of payment), go through the formalities
for purchasing foreign exchange; where a domestic institution or individual purchases foreign exchange exceeding the aforesaid quota,
the original provisions shall prevail.

Where a domestic institution or individual pays foreign exchange under the item of service trade through the internet or by any other
method of electronic commerce, it or he may go through the formalities for purchasing foreign exchange upon the strength of the relevant
contract (agreement), the notice on payment that are downloaded from the network and affixed with signature or seal.

As to the sales or payment of foreign exchange under the item of service trade, for which the examination and approval of documents
are not clearly prescribed by any law, it shall be subject to the examination and approval of the bank if the foreign exchange is
the equivalent of 100,000 US Dollars or less and, or shall be subject to the examination and approval of the local foreign exchange
bureau if the foreign exchange is the equivalent of more than 100,000 US Dollars.

Where an international ocean shipping enterprise (including the international shipping transportation, non-vessel shipping, shipping
agency and freight forwarding enterprises) pays the freight and relevant expenses under the item of international ocean shipping,
it may, directly purchase the foreign exchange at the bank; and a consignor may, in light of the business requirements, directly
pay the freight and the relevant expenses under the item of international ocean shipping to overseas shipping enterprises.

III.

Loosening the policies concerning the purchase of foreign exchange by domestic residents and implementing the administration of total
annual amounts

The purchase of foreign exchange by domestic residents shall be subject to the administration of total annual amounts, and the total
annual amount shall be the equivalent of 20,000 US Dollars for each person per year. Where a domestic resident purchases foreign
exchange within the total annual amount, he shall handle it after declaring the purposes to the bank upon the strength of his real
identity certification; where he purchases foreign exchange that exceeds the total annual amount, he shall handle it after the bank
examines the voucher on real demands as prescribed in the provisions on the administration of foreign exchange.

The foreign exchange purchased by a domestic resident within the total annual amount can be deposited into his domestic foreign exchange
account or used for the payment of foreign exchange under current accounts. Where he remits the foreign exchange abroad, withdraws
foreign currencies or carries them abroad, he shall handle it according to the prior provisions on the administration of foreign
exchange.

The purchase of foreign exchange within the total annual amount by a domestic resident shall be conducted by himself or his lineal
relative he entrusts. Where the purchase is conducted by a lineal relative of the resident, the identity certifications of both the
trustor and the agent, the certification on the kindred and the letter of authorization issued by the trustor shall be provided.

The foreign exchange bureau shall not undertake the cancellation administration of the purchase of foreign exchange by domestic residents.

IV.

Regulating the administration of operations and strengthening the monitoring and warning

The foreign exchange bureau shall exercise the supervision over the foreign exchange incomes and expenses of domestic institutions
and individuals through the information system, and adjust the quota for the current foreign exchange accounts and the total annual
amounts of domestic residents for purchasing foreign exchange in light of the real requirements of the development of foreign-related
economy and the situation of balance of payment in the world market.

A bank shall strengthen the examination and approval of the authenticity of foreign exchange inflows and settlements of domestic institutions
and individuals, and report the information on the opening and closing of foreign exchange accounts as well as the purchase of foreign
exchange by individuals to the foreign exchange bureau according to relevant provisions.

The foreign exchange bureau shall investigate and deal with any violation of the provisions in the present Notice according to the
regulations on the administration of foreign exchange.

The present Notice shall come into force as of May 1, 2006. The matters as prescribed by the present Notice shall still be subject
to the current provisions. Where any provision promulgated earlier conflicts with the provisions in the present Notice, the latter
shall prevail.

All branches of the SAFE shall forward it to the sub-branches, foreign-funded banks, city commercial banks and rural credit cooperative
banks in their respective jurisdictions upon receipt of the present Notice; and all designated Chinese-funded foreign exchange banks
shall forward it to the branches in their respective jurisdictions upon receipt of the present Notice as soon as possible. In case
of any problem encountered in the implementation of the present Notice, please timely report it to the SAFE.

the State Administration of Foreign Exchange
2006-04-13

NOTICE OF THE MINISTRY OF STATE LAND AND RESOURCES CONCERNING FURTHER REGULATING THE MANAGEMENT OF REMISING OF MINING INDUSTRY RIGHTS

Ministry of State Land and Resources

Notice of the Ministry of State Land and Resources concerning Further Regulating the Management of Remising of Mining Industry Rights

Guo Tu Zi Fa [2006] No. 12

The departments of state land and resources (departments of state land, environment and resources, bureaus of state land and resources,
bureaus of state land, resources and housing, bureaus of housing, land and resources) of all provinces, autonomous regions, and municipalities
directly under the Central Government, and the Bureau of State Land and Resources of Xinjiang Production and Construction Corps:

Since the Measures for the Administration of Invitation to Bid, Auction, and Quotation Concerning Mineral Prospecting Rights and Mining
Rights (For Trial Implementation) (Guo Tu Zi Fa [2003] No. 197) were issued in 2003, the national mining industry right market construction
has been made an active progress. In light of the laws and regulations on mineral resources, and according to the requirement
of the Notice of the State Council concerning Rectifying and Regulating the Mineral Recourse Exploration Order in an All-around Way
(Guo Fa [2005] No. 28), a supplementary Notice on perfecting relevant matters as mentioned in the Measures for the Administration
of Invitation to Bid, Auction, and Quotation Concerning Mineral Prospecting Rights and Mining Rights is hereby given as follows:

Classification and ways of remising of mining industry rights

In accordance with the statutory power issued prospecting permits or mining permits, the competent department of state land and
resources of the people’s governments at the county level and above shall take charge of the remising of mining industry rights
in light of the law.

(1)

Under the prospecting of Class 1 minerals listed in the Classified Catalogue for the Prospecting and Exploitation of Minerals (hereinafter
refers to as the Classified Catalogue, see appendix) and lies in the blank area of mineral prospecting work or in areas where mineral
prospecting has been carried out but further mineral prospecting place has not been obtained, the mineral prospecting right shall
be remised in light of the principle of “he who applies first gets registered first”.

(2)

The mineral prospecting rights shall be remised by bidding, auction or quotation in any of the situations as follows.

(a)

Class II minerals listed in the Classified Catalogue; or

(b)

For Class I mineral listed in the Classified Catalogue, mineral prospecting has been carried out and ore-field has been obtained for
further prospecting or prior mining activities shows there exists ore-field for further prospecting.

(3)

Prospecting right may not be created, the mining right shall be remised directly by bidding, auction or quotation in any of the situations
as follows.

(a)

Class III minerals listed in the Classified Catalogue;

(b)

For an ore-field with Class I and Class II mineral listed in the Classified Catalogue, the prospecting right has not been existed,
but the mineral prospecting has reached the extent of sifting prospecting or higher level, and the ore-field meets the exploitation
design requirements; or

(c)

For an ore-field with Class I and Class II mineral listed in the Classified Catalogue, the prospecting right has not been existed
, or prospecting activities have ever been carried out therein, and it is found upon verification that exist the mineral deposit
amount for mining or mineral resource with economic value.

(4)

The prospecting and exploitation of oil, natural gas, coal-bed gas, uranium and thorium mineral resources shall be managed and be
gradually consummated according to the prevailing provisions.

(5)

Where the remising of a prospecting right or mining right by bidding, auction or quotation is in the any of situations as follows,
the remising shall be effected by the way of the agreement after approval is obtained.

(a)

An ore-field of important mineral resource development projects approved by the State Council or an ore-field that provides matching
resources for important construction projects approved by the State Council;

(b)

The adjacent areas where it is needed to integrate the already established mining rights or to expand the prospecting and exploitation
circle by use of the original production system;

(c)

A large-scale mineral resource development project which is approved by the people’s government of the province (district or city)
and a formal document has been submitted to the Ministry of State Land and Resources for approval; or

(d)

A project financed by the state in order to search for an ore-field as a resource substitute for a mine in crisis.

The remising of prospecting right or mining right under the agreement shall be subjected to collective review and control in a rigorous
manner. The price of a prospecting right or mining right remised under the agreement shall not be lower than the market price in
similar conditions.

(6)

A prospecting right or mining right shall be remised by biding in any of situations as follows.

(a)

According to laws or regulations or the state policies, an area for which a new mineral prospecting right or mining right may be established
because it is environmentally sensitive or does not meet the environment and quality standards prescribed by the state;

(b)

The ore-field has many joint or associated compositions and the technical level requirement for comprehensive development and utilization
is high; or

(c)

Other situations prescribed in the plan on mineral resources.

II.

Other provisions

(1)

In case a prospecting right holder applies for the mining right in its prospecting area, it shall be approved if it meets the relevant
provision and its legitimate rights and interests shall be protected s.

(2)

If the prospecting application and mining application simultaneously for a same area, and it is found upon examination that the conditions
for setting a mining right are met, when an competent department of state land and resources handle the applications for any mining
industry right, a mining right shall be set according to the provisions of this Notice.

(3)

The competent department of state land and resources of each province (district or city) shall clear up and announce those ore-fields
that have been carried out mineral prospecting and mining activities and do not meet the provisions of this Notice on the remising
of the prospecting rights to the ore-fields subject to priority in application, and report the relevant information to the Ministry
of State Land and Resources for archival purposes.

(4)

In accordance with the actual situation of the area as well as the depth, geological structure and other considerations of the local
minerals prospect, the competent department of state land and resources of each province (district or city) may properly adjust
the way of remising of mining industry rights, formulate detailed administrative measures and report them to the Ministry of State
Land and Resources for archival purposes. In case it is necessary to formulate separate provisions on other special situations,
such provisions shall be implemented until they are approved by the Ministry of State Land and Resources.

(5)

The provisions of this Notice shall be more powerful than the contents in Articles 7 through 9 of the Measures for the Administration
of Invitation to Bid, Auction, and Quotation Concerning Mineral Prospecting Rights and Mining Rights (For Trial Implementation).
The competent departments of state land and resources of each province (district or city) shall clear up all former relevant provisions
according to the requirements of this Notice.

Appendix: Classified Catalogue for the Prospecting and Exploitation of Minerals(Omitted)

Ministry of State Land and Resources

January 24, 2006

Ministry of State Land and Resources
2006-01-24

CIRCULAR OF PBC, CBRC AND SAFE ON PROMULGATING THE INTERIM MEASURES FOR THE ADMINISTRATION OF COMMERCIAL BANKS PROVIDING OVERSEAS FINANCIAL MANAGEMENT SERVICES

People’s Bank of China, China Banking Regulatory Commission, State Administration of Foreign Exchange

Circular of PBC, CBRC and SAFE on Promulgating the Interim Measures for the Administration of Commercial Banks Providing Overseas
Financial Management Services

Yin Fa [2006] No. 121

April 17, 2006

To Shanghai Head Office of the People’s Bank of China, all branches and business management departments and the central sub-branches
of the provincial capital cities, the central sub-branches of Dalian, Qingdao, Ningbo, Xiamen and Shenzhen, the banking regulatory
bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated
in the state plan, the branches and foreign exchange departments of the State Administration of Foreign Exchange of all provinces,
autonomous regions and municipalities directly under the Central Government, the branches of the State Administration of Foreign
Exchange of Shenzhen, Dalian, Qingdao, Xiamen and Ningbo, all wholly state-owned commercial banks and joint-stock commercial banks,

For the purpose of advancing the convertibility of Renminbi capital accounts in an orderly and controllable way, meeting the reasonable
demands of domestic institutions and individuals for financial investments and asset management abroad, and promoting the balance
of international payments, the People’s Bank of China, China Banking Regulatory Commission and State Administration of Foreign Exchange
have jointly formulated the Interim Measures for the Administration of Commercial Banks Providing Overseas Financial Management Services,
which are hereby promulgated. Please implement them accordingly.

All branches and business management departments of the People’s Bank of China shall transmit it to the commercial banks and foreign
capital banks in the cities within their respective jurisdictions immediately after receipt of the present Notice.

Appendix: The Interim Measures for the Administration of Commercial Banks Providing Overseas Financial Management Services Appendix:Interim Measures for the Administration of Commercial Banks Providing Overseas Financial Management Services

Chapter I General Provisions

Article 1

For the purpose of regulating commercial banks’ provision of overseas financial management services, the present Measures are formulated
in light of the relevant laws and administrative regulations.

Article 2

The term “overseas financial management services ” as mentioned in the present Measures shall refer to the business activities carried
out by commercial banks that are qualified for overseas financial management services and are entrusted by domestic institutions
and individual residents (except non-domestic residents, hereinafter referred to as “investors”) to make stipulated financial product
investments with the investors’ funds pursuant to the relevant requirements of the present Measures.

Article 3

The China Banking Regulatory Commission (hereinafter referred to as “the CBRC”) shall take charge of the access administration and
business administration of commercial banks’ overseas financial management services.

Article 4

The State Administration of Foreign Exchange (hereinafter referred to as “the SAFE”) shall take charge of the foreign exchange quota
administration of commercial banks’ overseas financial management services.

Article 5

The commercial bank shall accord with the laws and regulations of the state, the provisions of the state on foreign exchange administration
and industry administration when making overseas financial management investments service, and shall carry out investment activities
in accordance with the laws and regulations at the locality of the investments.

Article 6

Where a commercial bank is entrusted by a domestic individual resident to provide overseas financial management services, it shall
accord with the relevant provisions on the administration of commercial banks’ provision of personal financial management services;
where a commercial bank is entrusted by a domestic institution to provide overseas financial management services, it shall perform
the activities with reference to the relevant requirements on building up internal control rules and risk management systems as in
the administration of commercial banks’ provision of personal financial management services as well as other prudential requirements.

Article 7

A commercial bank shall take practical and effective measures to strengthen the management of relevant risks when providing overseas
financial management services.

Chapter II Management of Business Access

Article 8

The commercial bank shall apply to the CBRC for approval when intending to provide overseas financial management services.

Article 9

The commercial bank that provides overseas financial management services shall be a designated foreign exchange bank, which shall
meet the following requirements:

(1)

It has established an effective market risk management system and has improved it;

(2)

It has sound internal control rules;

(3)

It has the capacities for and experiences in overseas investment management;

(4)

It has not been penalized by the CBRC within one year before applying for the financial management activities; and

(5)

Other prudential conditions as required by the CBRC.

Article 10

The commercial bank shall submit the following materials (in triplets) when applying to the CBRC for the qualification for providing
overseas financial management services:

(1)

A letter of application;

(2)

Relevant rules on internal control and risk management;

(3)

Draft of the custody agreement; and

(4)

Other documents as required by the CBRC.

Article 11

The CBRC shall examine and approve the commercial banks’ qualifications for overseas financial management services in accordance with
the relevant procedures and provisions on administrative license.

Article 12

Where a commercial bank sells personal financial management products within the territory of China after obtaining the qualification
for overseas financial management services, the activities shall be governed by the relevant provisions of the Interim Measures for
the Administration of Commercial Banks’ Personal Financial Management Services.

Where a commercial bank sells financial management products or provides integrated financial management services to domestic institutions
after obtaining the qualification for overseas financial management services, the access administration shall be subject to the reporting
system, and the issues concerning the reporting procedures and requirements as well as management of relevant risks shall be handled
in light of the relevant provisions on the administration of personal financial management services.

Chapter III Quota of Foreign Exchange Purchased for Investment and Conversion Administration

Article 13

Where a commercial bank is entrusted by an investor to purchase foreign exchange with Renminbi to provide overseas financial management
services, it shall apply to the SAFE for the quota of foreign exchanges purchased for overseas financial management services.

Where a commercial bank is entrusted by an investor to invest in overseas financial management with the investor’s own foreign exchange,
the amount of funds under entrustment shall not be counted into the quota of foreign exchange purchased for investment as approved
by the SAFE.

Article 14

The commercial bank shall submit the following documents to the SAFE when applying for the quota of foreign exchange purchased for
overseas financial management:

(1)

A letter of application (including but not limited to the basic information on the applicant, the requested quota of foreign exchange
purchased for investment, the investment plan, etc.);

(2)

Approval document on the business qualification issued by the CBRC;

(3)

Draft of the custody agreement;

(4)

Sample of the agreement of entrustment (in standard form) to be concluded with the certain investor, which shall include the rights
and obligations of both parties, the assumption of proceeds and risks and other relevant contents; and

(5)

REPLY OF THE SUPREME PEOPLE’S COURT TO THE REQUEST FOR INSTRUCTIONS CONCERNING WHETHER OR NOT TO REVOKE AN ARBITRATION AWARD MADE BY CHENGDE ARBITRATION COMMISSION

Reply of the Supreme People’s Court to the Request for Instructions concerning Whether or not to Revoke an Arbitration Award Made
by Chengde Arbitration Commission

Min Si Ta Yu [2005] No. 51
January 24, 2006

The Higher People’s Court of Hebei Province:

We have received your Request for Instructions on Revoking the Arbitration Award [2000] No. 33and the Supplementary Arbitration Award
[2000] No. 1 of Chengde Arbitration Commission (No. 89 [2005] of the Higher People’s Court of Hebei Province). Upon deliberation,
we give the following reply.

This case involves an application for revoking a foreign-related arbitration award made by an arbitration institution of China. Chengde
Arbitration Commission once made the Arbitration Award No. 33 [2000] on the dispute between Beijing Penghua Economy & Technology
Development Co., Ltd. and British Virgin Islands Haoyun Co., Ltd. on December 26, 2000 in accordance with the status reflected in
your report on request for instructions as well as the attached files, but made a Supplementary Arbitration Award [2000] No. 1 on
December 28 of the same year, which was meant to revoke the Arbitration Award [2000] No. 33. It is stipulated in Article 56 of the
Arbitration Law of the People’s Republic of China that: “An arbitration tribunal should correct the errors concerning context or
computation and matters that have been arbitrated in the arbitral segment but omitted in the arbitration award. Within 30 days after
the receipt of the arbitration award, the related parties may apply for correction with the arbitration tribunal” Paragraph 3, Article
46 of the Arbitration Rules of Chengde Arbitration Commission stipulates: “A modified or supplemented arbitration award as made
by an arbitration tribunal shall be part of the original arbitration award.” Thus, the related laws and arbitration rules just authorize
the Arbitration Commission to make a supplementary arbitration award on any procedural or omitted matters but do not authorize the
arbitration commission to revoke any arbitration award which has been made, served and entered into force. That Chengde Arbitration
Commission made a supplementary arbitration award to revoke its original arbitration award on the same dispute falls short of legal
foundation and does not accord with the provisions of the Arbitration Rules of Chengde Arbitration Commission, which is a situation
as stipulated in item (3), paragraph 1 of Article 260 of the Civil Procedure Law of the People’s Republic of China where “the composing
of the arbitration tribunal or the procedure of arbitration does not accord with rules of arbitration”, so, on the base of the provisions
of Article 70 of the Arbitration Law of the People’s Republic of China, the people’s court may revoke the arbitration awards.

Whereas the main problem in the arbitration awards of this case lies in that the arbitral procedures are in violation of the legal
procedures, this procedural violation (by making a supplementary arbitration award to revoke the original arbitration award) that
may influence the rights of the related parties could be corrected by means of informing the arbitration tribunal of re-arbitration.
On the base of the provisions of Article 61 of the Arbitration Law of the People’s Republic of China, the arbitration tribunal shall
be informed to make a re-arbitration within a certain time limit and rule to cease the procedures for revocation in accordance with
the actual situation regarding the arbitration award in this case,. If the arbitration tribunal refuses to make a re-arbitration,
a rule of resuming the procedures for revocation shall be made and both the two arbitration awards shall be revoked concurrently
under law.

Appendix:
Request for Instructions of the Higher People’s Court of Hebei Province on Revoking the Arbitration Awards Made by Chengde Arbitration
Commission [2000] No. 33 and the Supplementary Arbitration Award [2000] No. 1

Yi Li Min Han Zi [2005] No. 89
November 23, 2005

Tribunal No. 4 of the Supreme People’s Court:

In accordance with the requests of your court in Letter [2004] No. 45, the Intermediate People’s Court of Chengde Municipality accepted
and publicly heard a the case concerning the application of Beijing Penghua Economy & Technology Development Co., Ltd. (hereinafter
referred to as Penghua), the applicant, and the British Virgin Islands Haoyun Co., Ltd. (hereinafter referred to as Haoyun), the
respondent, for revocation of arbitration awards and thereby set forth the following opinions on treatment:

Haoyun did not submit any certification of its legal existence when applying with Chengde Arbitration Commission for arbitration.
The identity certification of its legal representative was not verified by the Chinese foreign representative office located in Hong
Kong either. During the hearing, it did not submit the aforesaid certification documents to this court within the time limit as provided
for by our court. Therefore, Haoyun is disqualified as a subject in an arbitration or action in accordance with the Civil Procedure
Law of the People’s Republic of China as well as the replies of the Supreme People’s Court regarding any foreign-related or Hong
Kong-related litigation documents as well as the service thereof. Moreover, Chengde Arbitration Commission made a Supplementary Arbitration
Award No. 1 [2000] in order to revoke the Arbitration Award [2000] No. 33 after Chengde Arbitration Commission made an Arbitration
Award [2000] No. 33 on the dispute between Penghua and Haoyuan, which has gone against the related provisions of the Arbitration
Law as well as the arbitration rules of Chengde Arbitration Commission, thus, the aforesaid supplementary arbitration award shall
be regarded as illegal. So, it is determined to revoke the Arbitration Award [2000] No. 33and the Supplementary Arbitration Award
[2000] No. 1.

As far as the opinions as reported by the Intermediate People’s Court of Chengde Municipality are concerned, this court holds that
the facts as confirmed are clear and the application of law is accurate and therefore consents to revoke the Arbitration Award [2000]
No. 33and the Supplementary Arbitration Award [2000] No. 1 after an earnest examination. All the aforesaid matters are hereby reported
to you for verification in light of the Circular of the Supreme People’s Court on Revoking the Foreign-related Arbitration Awards.

Please make a reply to us whether the aforesaid opinions are right or not.

The Supreme People’s Court
2006-01-24

GUIDANCE TO CORPORATE GOVERNANCE OF STATE-OWNED COMMERCIAL BANKS AND THE RELEVANT SUPERVISION THEREOF

Circular of China Banking Regulatory Commission on Printing and Distributing the Guidance to Corporate Governance of State-owned Commercial
Banks and the Relevant Supervision thereof

Yin Jian Fa [2006] No.22

Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of China, China Construction Bank, and Bank of Communication,

in order to strengthen the reform of corporate governance of state-owned commercial banks and ensure the stock reform to get substantial
results, this Commission has revised the Guidance to Corporate Governance of State-owned Commercial Banks and the Relevant Supervision
thereof, which is hereby printed and distributed to you, please implement it accordingly.

China Banking Regulatory Commission

April 18, 2006

Guidance to Corporate Governance of State-owned Commercial Banks and the Relevant Supervision Thereof
Chapter I General Provisions

Article 1

In order to ensure corporate governance of state-owned commercial banks to get substantial results, the present Guidance is formulated
according to the Company Law of the People’s Republic of China, Banking Regulatory Law of the People’s Republic of China, the Law
of Commercial bankof the People’s Republic of China, and other laws and regulations.

Article 2

The overall objective of the reform of corporate governance shall be to put emphasis on reforming management systems, perfecting
governance structures, transferring management mechanisms, and improving management performances so as to built the state-owned commercial
banks into modern joint stock commercial banks with adequate capital, close internal control system , safe operation, good service
and benefit, and international competitiveness step by step.

Article 3

Through the stock reform, the state-owned commercial banks shall improve the level of their operation management, strengthen their
financial power, and reach and retain the level , which is above middle of the big banks ranking top 100internationally concerning
the financial indexes widely accepted internationally.

Article 4

The core and crux of the reform is to improve corporate governance. The state-owned commercial banks shall enhance core competitiveness
through setting up and perfecting corporate governance mechanism to stimulate the sustainable and healthy development.

Chapter II Corporate Governance

Article 5

In accordance with the requirements for the modern financial enterprise system, state-owned commercial banks shall set up standard
shareholders’meeting, board of directors, and board of supervisors, and senior management level system, and set up a scientific mechanism
with balance of power, accountability system and interest incentives system.

In accordance with the provisions of the Company Law of the People’s Republic of China and other laws and regulations, a state-owned
commercial bank shall set up shareholders’meeting, board of directors, board of supervisors, and senior management level, constitute
articles of association of the banks reflecting the requirements of modern financial enterprise system, and specify the obligations
and powers of shareholders’meeting, board of directors, board of supervisors and directors, supervisors, and senior administrative
personnel, in order to give shape to the organic combination of powers, responsibilities and benefits, and set up a reasonable and
high efficient mechanism of decision-making, implementation and supervision, and make sure that each party runs independently and
balances effectively.

The shareholders’meeting is the organ of power of the state-owned commercial bank. The shareholders of a state-owned commercial bank
shall lawfully exercise their rights through shareholders’meeting, be in compliance with laws and regulations and the provisions
of the banks’articles of associations, and shall not interfere in the performance of duties of the board of directors and senior
management level. If the shareholders cause losses to the banks or any other shareholder by misusing their rights, they shall be
liable for the damage in accordance with law.

The board of directors of a state-owned commercial bank shall take charge of the shareholders’meeting. The board of directors shall
set up a special committee to formulate the rules of procedures and working instruction for each special committee. With the authorization
of the board of directors, each special committee shall perform duties and provide professional opinions to the board of directors.
Each special committee shall be enpost_titled to have direct communication with the senior management personnel and other staff members
to get adequate information on the operation and management of the bank.

In principle, the board of directors of a state-owned commercial bank shall set up a strategic planning committee, a compensation
and nomination committee, an auditing committee, a risk management committee, a connected transaction control committee and other
special committees. There shall be no less than 3 members in each special committee. The posts of the chairmen of the compensation
and nomination committee, auditing committee, and connected transaction control committee shall be taken up by independent directors
in principle. The number of the independent directors in the compensation and nomination committee, auditing committee, and connected
transaction control committee shall exceed half of the total members of the committees they work in.

The senior management level of a state-owned commercial bank shall bear responsibility for the board of directors, and be supervised
by the board of supervisors. The senior management level shall exercise duties independently under their jurisdiction in accordance
with law.

The board of supervisors is the supervision organ of a state-owned commercial bank, and shall bear responsibility for the shareholders’meeting.
The board of supervisors shall be in charge of supervising the acts of directors and senior management personnel for their performance
of duties, and make suggestions on recalling the directors and senior management personnel who violate laws and regulations, articles
of associations of the bank or the resolutions of the shareholders’meeting; and ask directors or senior management personnel to make
a correction when any act of the director or the senior management personnel damages the interests of the bank; and supervise operation
and management acts including decision of operation ,risk control internal control and so on.

A commercial bank shall make detailed rules decision-making for shareholders’meeting, board of directors, and supervision board,
and the detailed rules and procedures for the work of senior management level, and make clear the jurisdiction of the ogans, and
set up a clear mechanism of report procedure and information communication .

A state-owned commercial bank shall set up a due diligence system for directors, supervisors, and senior management personnel. The
directors shall bear the relevant legal liabilities in their individual capacities, and discharge their functions as a trustee and
custody . The supervisors shall strictly discharging their functions of supervision and supervise the operation of the bank and the
performance of duties by directors, senior management personnel, and other staff members. The senior management personnel shall have
good professional quality and moral fortitude to manage and run the bank professionally.

A state-owned commercial bank shall set up a perfect system for nomination, appointment, resign and dismissal of directors, supervisors,
and senior management personnel, and go through the relevant formalities according to the related provisions. A state-owned commercial
bank shall set up and improve market-oriented performance evaluation methods and incentive and binding mechanism for directors, supervisors,
and senior management personnel as well as a routine and multi-level system of accountability.

A state-owned commercial bank shall fully respect the opinions and suggestions of directors and supervisors to make sure that the
directors and supervisors be able to work in an independent way, and bring full play into corporate governance. The directors with
stock rights shall play their role positively in corporate governance, to promote the state-owned commercial bank to perfect corporate
governance, and reinforce risk control and internal management.

10.

State-owned commercial banks shall regulate the connected transactions. Connected transactions shall be implemented in accordance
with the principle of honesty and good faith and fairness, and shall be governed by law and regulations, and make revealment of
them in a comprehensive, objective and truthful way.

Article 6

State-owned commercial banks shall set up multiple equity structure, and bring in strategic investors on the basis of the enhancement
of corporate governance of themselves and the operation management level.

That the principle of holding shares for long terms, optimizing governance, business cooperation, and evasion of competition shall
be complied with by a state-owned commercial bank when introducing any strategic investor, and the following five standards shall
be kept to:

In principle, the strategic investors shall hold no less than 5% percentages of shares .

The term for holding the stock right by the strategic investors shall be more than 3 years as of the settlement day,.

In principle, the strategic investors shall send directors to the bank, and simultaneously encourage the experienced to send senior
management talents to give about management experiences in a direct way.

The strategic investors shall have abundant backgrounds of management in financial industry, and simultaneously, they shall have
mature management experiences and technology in financial industry, and good will of cooperation.

A strategic investor of a commercial bank shall not make investment in more than two state-owned commercial banks.

Article 7

Practically, a state-owned commercial bank shall work out clear medium and long-term development strategy according to its actual
conditions to maximize the value of the bank.

A state-owned commercial bank shall have accurate market orientation, work out and carry out famous brand strategy, and give play
to the comparative competition advantages, and enhance the market to recognize bank brand through differentiation competitive strategy.

A state-owned commercial bank shall have medium and long term development plans and propel their implementation gradually.

After its listing, a state-owned commercial bank shall pay close attention to any factor that may affect the change of the market
value, and set up the management ideas of maximizing the market value.

Article 8

For state-owned commercial banks, risk control and construction of compliance with regulations shall be reinforced, and scientific
decision-making system, as well as internal control mechanism and risk control system shall be set up.

State-owned commercial banks shall set up and improve the risk management system, such as credit risk, market risk, and operation
risk, and identify, measure, monitor, and control all kinds of risks in an effective way.

State-owned commercial banks shall set up a standard internal control and supervision system, which specifically includes: supervision
carried out by the board of directors or the board of supervisors, supervision carried out by the personnel not participating in
the specific operation of each kind of business fields, supervision carried out within the business flow, and supervision carried
out by independent risk control department, compliance department, and audit department.

State-owned commercial banks shall employ advanced international risk control technology to enhance the internal control management
level and fulfill the effective combination of quantitative and qualitative risk control.

In order to make clear the specific functions of the board of directors and senior management level in the compliance risk management,
state-owned commercial banks shall set up and perfect the framework of the compliance risk management..

Article 9

For state-owned commercial banks, the business process flow and management process shall be integrated, organizational structure
shall be optimized, resource allocation shall be perfected, and business operation efficiency shall be enhanced in accordance with
the principle of intensive management.

In accordance with their own conditions and the demand of the clients, state-owned commercial banks shall gradually set up a vertical
management system of risk control, auditing, and etc., in order to give effect to enterprise department management system with the
product units and business line as the process flow.

State-owned commercial banks shall gradually simplify their organizations and make centralized management on their operation, in
order to reduce the levels in management, adjust overall arrangement for the organization, and enhance operation efficiency.

State-owned commercial banks shall set up a scientific and overall evaluation system and build up a good coordination and communication
mechanism among internal departments, reinforce cooperation relationship inbusiness doing, and form a complete process flow in management
and control.

Article 10

For state-owned commercial banks, its deliberate financial accounting system and market-oriented information revealment system shall
be carried out in accordance with the standards and requirements for modern financial enterprises and large listed banks.

State-owned commercial banks shall carry out deliberate accounting system and make business accounting system perfect. Based on strict
implementation of domestic accounting system of financial enterprises, the state-owned commercial banks shall positively try to be
in line with international accounting rules.

State-owned commercial banks shall attach importance to management of the construction of accounting, reinforce financial management,
and build up a financial operation mechanism with the comprehensive budgetary management as means, the comprehensive cost management
as the main contents, and the financial information to be reported in a timely, accurate and smooth way.

State-owned commercial banks shall reinforce information revealment work, set up a perfect information revealment system, and play
the full role of the market in the supervision and check, and reveal the financial information and other information in a truthful,
overall, and accurate way, in order to enhance the transparency of the operation and management of the banks.

Article 11

State-owned commercial banks shall reinforce the construction on information science and technology, so as to enhance comprehensive
management and service functions in an overall way.

State-owned commercial banks shall institutea clear medium and long-termed plan of information science and technology development
, and make clear the overall objects and specific measures for building the information science and technology, and trace the development
of financial science and technology attentively in order to enhance the information science and technology level gradually.

State-owned commercial banks shall improve information science and technology system to fulfill the gathering of the data, and set
up an advanced platform for information science and technology, in order to enhance functions of comprehensive management and service
in an overall way.

Article 12

In accordance with the requirements for human resources management of modern financial enterprises, a market-oriented human resources
management system and incentive and binding mechanism shall be set up by state-owned commercial banks.

State-owned commercial banks shall consider comprehensively the capacity for acceptance and other factors, give consideration to
the principle of both fairness and efficiency, so as to impel the human resources system reformed in a positive and steady way.

State-owned commercial banks shall bring into competitive mechanism, so as to set up a market-oriented personnel system .of surviving
of the fittest and competent to work ., assuming the posts according to their abilities,and enabling to come and leave, and call
off the administrative levels , and implement the appointment and discharge system focusing on engagement. and

State-owned commercial banks shall suit the market demand, reform the pattern of the salary payment, set up and improve the system
of performance index and make the evaluation procedures in a strict way.

Article 13

State-owned commercial banks shall carry out financial talents strategy, and increase pertinent on training talents and do well in
introducing talents to key positions, and simultaneously, attach importance to the effective usage and reasonable allocation of human
resources, and make use of the activity and creativity of the existing human resources.

State-owned commercial banks shall pay much attention to constructing the training system, set up and improve all employees’on-the-job
training system with such main contents as on-the-job qualification training, performance capability training, and employee professional
career development training.

State-owned commercial banks shall pay much attention to cultivating medium and senior management talent teams, enhance the source
structure of human resources, and do well in the examination of the relevant qualifications and the report and approval of them as
introducing scarce talents to key job positions in market-oriented way.

Article 14

State-owned commercial banks shall display professional advantages of intermediate institutions to impel the reformation in the shareholding
system steadily.

For popurse of using the up-to-date experiences of corporate governance of international banking industry, state-owned commercial
banks shall make full use of the professional technical advantages of intermediate institutions, such as financial consultants, certified
public accountants firms, lawyers firms, and management consultants, and etc., so as to impel the reform on shareholding system to
deeper development. and

State-owned commercial banks shall set up the afterwards evaluation mechanism for the work of intermediate institutions, and submit
to the regulatory departments in time

Chapter III Evaluation and MonitoringIndexes

Article 15

China Banking Regulatory Commission (hereinafter referred to as the CBRC) shall evaluate the stock reform of state-owned commercial
banks according to the seven in three large categories, including such categories as operation performance, assets quality and prudent
operation. The indicators in the category of operation performance shall consist of ratio of assets (ROA), ratio of equity (ROE),
and cost-revenue ratio. The indicator in the category of assets quality shall be the percentage of bad loans. The indicators in the
category of prudent operation shall consist of capital adequacy ratio, intensiveness of large amount risks, and non-performing loans
(NPL) provisioning coverage ratio. State-owned commercial banks shall be monitored on the stock reform by CBRC.

Article 16

The ROA of state-owned commercial banks shall be up to 0.6% in the next year of the year when the financial reorganization is finished,
and shall be up to internationally good level in the following three years.

The formula for computation of the ROA shall be: (Omitted)

Article 17

The ROE of the state-owned commercial banks shall be up to 11% in the next year of the year when the financial reorganization is
finished, and shall be up to not less than 13% afterwards year by year.

The formula for computation of the ROE shall be: (Omitted)

Article 18

The cost-revenue ratio of a state-owned commercial bank shall be controlled in the scope of 35% to 45% from the next year after financial
reorganization.

The formula for computation of cost/income ratio shall be: (Omitted)

Article 19

Strictly based on the five-leveled standard of classification, the state-owned commercial banks shall sort the credit assets and
evaluate the quality of the credit assets based on the five- leveled classification standards, and the non-performing loans shall
be controlled less than 5% continuously after financial reorganization.

The percentage of non-performing loans shall be measured based on the five- leveled classification standards for the loans, and the
formula for computation shall be: (Omitted)

Article 20

The state-owned commercial banks shall make management on their capital strictly according to the related provisions of the Measures
for the Administration of Capital Adequacy Ratio of Commercial Banks, and the capital adequacy ratio after financial reorganization
shall be kept more than 8%.

Capital adequacy ratio shall be measured according to the related provisions of the Measures for the Administration of Capital Adequacy
Ratio of Commercial Banks, and the formula for computation shall be: (Omitted).

Article 21

A state-owned commercial bank shall strictly control its collective risk for the credit granted to the same borrower, and the percentage
of loan balance for the same borrower to capital balance by this bank shall not more than 10%.

The formula for computation of the intensiveness of large amount risk shall be: (Omitted)

Article 22

The NPL provisioning coverage ratio of a state-owned commercial bank shall be no less than 60% in the current year when the financial
reorganization is finished, and the bank shall increase the percentage year by year on the precondition of ensuring the steadiness
of finance, and shall try its best to have it up to 100% in 5 years.

The formula for computation of the NPL provisioning coverage ratio shall be: (Omitted).

Article 23

In order to set up a monitoring indicator system, CBRC shall monitor the business operations of state-owned commercial banks during
their stock reform. A state-owned commercial bank shall set up a relevant risk monitoring mechanism to positively operate in coordination
with the implement of risk monitoring.

The monitoring indicators and monitoring requirements of a state-owned commercial bank shall be as follows:

Tier 1 Capital. The monitoring requirements consist of closing balance and increase rate.

Capital scale. The monitoring requirements consist ofclosing balance, world ranking, and increase rate.

Percentage of capital to assets. The monitoring requirements consist of closing balance of the current term, closing balance of the
last term, ranking at the end of the current term, and ranking at the end of last term.

Pre-tax profits. The monitoring requirements consist of closing balance and increase rate. and

Actual profit increase. The monitoring requirements consists ofincrease at the end of the current term, increase rate in the balance
of last term at the end, and the world ranking of the current term.

Chapter IV Examination and Report

Article 24

In accordance with the targets of reform and the requirements for the tasks, state-owned commercial banks shall work out specific
corporate governance scheme, and carry out the responsibility on different levels. State-owned commercial banks shall carry out a
rigorous target management, and evaluate the work of each stage through rigorous examination and checking and acceptance, and then
submit to CBRC in time.

Article 25

CBRC shall evaluate and monitor the stock reform of the state-owned commercial banks and work out an evaluation and monitoring report
and then submit it to the State Council.

Article 26

In accordance with the evaluation and monitoring, CBRC shall supervise and direct the work of stock reform of state-owned commercial
banks in time, and reveal the corporate governance and all kinds of evaluation and monitoring indexes in proper ways.

Chapter V Supplementary Provisions

Article 27

CBRC shall be responsible for interpretation of the present Guidance .

Article 28

The present Guidance shall go into effect as of April 24, 2006. The Guidance to Corporate Governance of the Bank of China and China
Construction Bank and the Supervision thereof promulgated on March 11, 2004 shall be abolished at the same time.

China Banking Regulatory Commission
2006-04-18

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON FURTHER STRENGTHENING TAX IMPOSITION ADMINISTRATION OF CARGO TRANSPORTATION

The State Administration of Taxation

Notice of the State Administration of Taxation on further Strengthening Tax Imposition Administration of Cargo Transportation

Guo Shui Han [2006] No.102

January 25, 2006

To states tax bureaus, local tax bureaus of all provinces, autonomous region, municipalities directly under the central government,
cities specifically designated in the state plan:

Since the distribution of Notice of the State Administration of Taxation on further Strengthening Tax Imposition Administration of
Cargo Transportation ( Guo Shui Fa [2003] No.121) by the State Administration of Taxation in October 2003, all levels of states tax
bureaus and local tax bureaus have made certain achievement on strengthening tax imposition of cargo transportation through coordinated
efforts. However, judging by the situations reflected by the media and the investigation conducted by the State Administration of
Taxation, problems still exists in cargo transportation, such as loose invoice administration, inferior information acquisition,
unfulfilled auditing and examination, unsmooth operation of the joint examination. For the purpose of further strengthening tax
imposition taxation, the related issues is hereby notified as follows

local tax authorities shall abide by the provisions of in Guo Shui Fa [2003] No.121 to undertake the confirmation of invoice issuing
taxpayer of cargo transportation. For those taxpayers ineligible for the confirmation hereof, local tax authorities shall not give
the confirmation hereof to them, for those having been given the conformation hereof, local tax authorities all revoke the qualification
hereof.

II.

local tax authorities shall conduct strict administration upon invoice administration of cargo transportation, establish and perfect
cargo invoice administrative measures of cargo transportation. As for the newly-established cargo transportation enterprises, local
tax authorities shall come to the place of business of taxpayers to conduct interview investigation, for those cargo transportation
units and individuals having failed to pay business tax, local authorities shall not offer them cargo transportation invoice to prevent
them from abusing transport invoice to attract tax from other regions.

III.

should the invoice issuing taxpayer in cargo transportation have been registered in a document demonstrating the abnormality hereof,
local tax authorities shall cease the sale of transportation tax hereto to prevent them from drawing and utilizing cargo transportation
invoice without declaration of taxpaying.

IV.

the tax declaration and examination shall be put into effect. All levels of local tax authorities, when accepting taxpaying declaration,
shall undertake auditing on the integrity of various taxpaying declaration documents and logic of basic data hereof. Local tax authorities
shall, when accepting business tax declaration from cargo transportation enterprises, identify the declared sum with the total sum
in the invoice list to ensure the declared list is the carrying trade- invoice -counterfoil one after taxpaying. Given problems emerge
in the declaration, local tax authorities shall cope with them promptly to improve sustained authenticity and accuracy hereof.

local tax authorities shall utilize communication means to conduct regular contrast between the sum of business volume and income
of business income tax declared by the taxpayer to prevent from falsified declaration of income, tax evasion and etc.

VI.

the taxpaying assessment of cargo transportation shall be carried out actively. For the enterprises with abnormal utilization of cargo
transportation invoice and declaration, local tax authorities shall deal with them differentially: carry out arranged dialogue or
on-the-spot investigation. Should the tax-collecting is suspected of violation of law and needed to be placed on file, local tax
authorities shall transfer them to tax inspection department for investigation and prosecution.

VII.

all state tax bureaus and local tax bureaus shall, in accordance with the prescribed time limit, integrally collect invoice bills
of carrying trade. The provincial state tax bureaus and local tax bureaus shall submit the summarized invoice bill hereof to the
State Administration of Taxation.

VIII.

state tax bureaus and local tax bureaus shall intensify their coordination to convene regular joint meeting to inform the tax collection
and administration on cargo transportation. Data switching channels of carry trade shall be established to exchange the status quo
of the administered client and data of declared business tax. For those utilizing carrying trade to evade tax, state tax bureaus
and local tax bureaus shall undertake joint investigation to promote their cash-handling performance and the efficiency of tax examination.

IX.

state tax bureaus and local tax bureaus shall strictly abide by the requirements of the State Administration of Taxation to conduct
examination and auditing upon the abnormal invoice of carrying trade and exchange the information about their examination and auditing.
Should the state tax authorities, after their examination and auditing, deem that it is of necessity for the local tax authorities
in responsible to carry out further examination and auditing, state tax bureaus shall transfer it to local tax authorities for further
examination and auditing, subsequently the local tax bureaus from the invoice-drawing party shall feedback the result to state tax
bureaus.

state tax bureaus and local tax bureaus shall bring the tax imposition administration of carrying trade under the preferred areas
of law enforcement and examination and investigate the responsibilities of related units and personnel having failed to abide by
the prescribed provisions to perform tax imposition, administration, examination and information transfer.

The State Administration of Taxation
2006-01-25

INTERIM ADMINISTRATIVE MEASURES FOR COMMERCIAL BANKS TO PROVIDE OVERSEAS FINANCING MANAGEMENT SERVICES

Circular of the People’s Bank of China, China Banking Regulatory Commission and the State Administration of Foreign Exchange on the
Promulgation of the Interim Administrative Measures for Commercial Banks to Provide Overseas Financing Management Services

Yin Fa [2006] No. 121

Shanghai Head Office of the People’s Bank of China, each branch and business management department of the People’s Bank of China and
its central sub-branch of all provincial (or autonomous regional) capital cities, each central sub-branch of Dalian, Qingdao, Ningbo,
Xiamen and Shenzhen, each banking regulatory bureau of all provinces, autonomous regions, municipalities directly under the Central
Government and cities specifically designated in the state plan, each branch and foreign exchange department of the State Administration
of Foreign Exchange of all provinces, autonomous regions and municipalities directly under the Central Government, each branch of
the State Administration of Foreign Exchange of Shenzhen, Dalian, Qingdao, Xiamen and Ningbo, each wholly state-owned commercial
bank and joint-stock commercial bank:

For the purpose of propelling the convertibility of Renminbi capital accounts in an orderly and controllable way, satisfying the reasonable
demands of domestic institutions and individuals for financing investment and asset management abroad, and promoting the balance
of international payments, the People’s Bank of China, China Banking Regulatory Commission and the State Administration of Foreign
Exchange have formulated the Interim Administrative Measures for Commercial Banks to Provide Overseas Financing Management Services,
which are hereby promulgated. Please abide hereby.

Each branch and business management department of the People’s Bank of China shall immediately, after receiving this Circular, transmit
it to the city commercial banks and foreign capital banks within their respective jurisdictions.

The People’s Bank of China

China Banking Regulatory Commission

The State Administration of Foreign Exchange

April 18, 2006

Interim Administrative Measures for Commercial Banks to Provide Overseas Financing Management Services
Chapter I General Provisions

Article 1

For the purpose of regulating commercial banks to provide overseas financing management services, these Measures are formulated in
accordance with the related laws and administrative regulations.

Article 2

The term “providing overseas financing management services” as mentioned in these Measures shall refer to the business activities
carried out in light of the related requirements of these Measures by commercial banks that are qualified for overseas financing
management services and are entrusted by domestic institutions and individual residents (except domestic non-residents, hereinafter
referred to as “investors”) to make stipulated financing product investments with the investors’ funds.

Article 3

China Banking Regulatory Commission (hereinafter referred to as “CBRC”) shall take charge of the admittance administration and business
administration of commercial banks to provide overseas financing management services.

Article 4

The State Administration of Foreign Exchange (hereinafter referred to as “SAFE”) shall take charge of the foreign exchange quota
administration on overseas financing management services of commercial banks.

Article 5

A commercial bank shall, when making overseas financing management investments for customers, follow the laws and regulations of
the state, the provisions of the state on foreign exchange administration and industry administration, as well as the laws and regulations
at the locality of the investments.

Article 6

Where a commercial bank is entrusted by a domestic individual resident to provide overseas financing management services, it shall
follow the related provisions on the administration of commercial banks’ provision of personal financing management services; where
a commercial bank is entrusted by a domestic institution to provide overseas financing management services, it shall conduct it by
referring to the related requirements on building up internal control rules and risk management systems as well as other prudence
requirements pertaining to the administration of commercial banks’ provision of personal financing management services.

Article 7

A commercial bank shall, when providing overseas financing management services, take practical and effective measures to intensify
the management of related risks.

Chapter II Business Admittance Management

Article 8

A commercial bank shall, when intending to provide overseas financing management services, apply with CBRC for approval.

Article 9

A commercial bank providing overseas financing management services shall be a designated foreign exchange bank, and shall satisfy
the following requirements:

(1)

it has established and improved an effective market risk management system;

(2)

it has sound internal control rules;

(3)

it is of the ability for and experience in overseas investment management;

(4)

it has not been penalized by CBRC within one year before applying for the financing management service activities; and

(5)

other conditions on prudence as required by CBRC.

Article 10

A commercial bank shall, when applying with CBRC for the qualification for providing overseas financing management services, provide
the following materials (in triplicate):

(1)

an application letter;

(2)

the related internal control and risk management systems;

(3)

the draft of the custody agreement; and

(4)

Immigration Laws

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INTERIM ADMINISTRATIVE MEASURES FOR COMMERCIAL BANKS TO PROVIDE OVERSEAS FINANCING MANAGEMENT SERVICES

CONSTITUTION ACT, 1982 – page 22

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CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7