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INTERIM MEASURES FOR THE ADMINISTRATION OF THE ISSUANCE OF RMB BONDS IN HONG KONG SPECIAL ADMINISTRATIVE REGION BY FINANCIAL INSTITUTIONS WITHIN THE TERRITORY OF CHINA

Announcement No. 12, 2007 of the People’s Bank of China and the National Development and Reform Commission

The Interim Measures for the Administration of the Issuance of RMB Bonds in Hong Kong Special Administrative Region by Financial Institutions
Within the Territory of China have been formulated jointly by the People’s Bank of China and the National Development and Reform
Commission. They are hereby promulgated for entry into force.

People’s Bank of China

National Development and Reform Commission

June 8, 2007

Interim Measures for the Administration of the Issuance of RMB Bonds in Hong Kong Special Administrative Region by Financial Institutions
Within the Territory of China

Article 1

In order to further promote the development of RMB business in Hong Kong Special Administrative Region (hereinafter referred to as
Hong Kong) and regulate the issuance of RMB bonds in Hong Kong by financial institutions within the territory of China, the present
Interim Measures are formulated in accordance with the Law of the People’s Republic of China on the People’s Bank of China and other
relevant laws and administrative regulations.

Article 2

Financial institutions within the territory of China herein means the policy banks and commercial banks that are established within
the territory of the People’s Republic of China (excluding those in Hong Kong SAR, Macao SAR or Taiwan Area) according to relevant
laws.

Article 3

RMB bonds herein means the securities that are issued in Hong Kong by financial institutions within the territory of China, valued
by RMB, have a term of one year or more, and for which the principal and interests are repaid according to stipulation. The detailed
term for bond issuance may be determined in light of the macro economic and financial status of the Mainland and the convertibility
process of capital accounts.

Article 4

In the case of issuing RMB bonds in Hong Kong, a financial institution within the territory of China shall submit application materials
to the People’s Bank of China (PBC), and transmit a photocopy thereof to the National Development and Reform Commission (NDRC) as
well. The PBC shall, jointly with the NDRC, verify the qualification and scale of RMB bonds to be issued by financial institutions
within the territory of China in Hong Kong, and report the decision to the State Council.

Article 5

The State Administration of Foreign Exchange (SAFE) shall make registration and statistical monitoring upon the RMB bonds that are
issued in Hong Kong by financial institutions within the territory of China, check and ratify the repayment of principal and interests
by financial institutions within the territory of China as well.

Article 6

In the case of issuing RMB bonds in Hong Kong, a commercial bank shall satisfy the requirements as follows:

1.

It has a sound corporate governance mechanism;

2.

With adequacy ratio of the core capital not less than 4 percent;

3.

It has had continuous profits for the last three years;

4.

It has adequate reserves for loan losses;

5.

Its risk surveillant indicator is consistent with the relevant provisions of the regulatory organ;

6.

It has committed no major illegal or law-breaking act in the last three years; and

7.

Other requirements as prescribed by the PBC.

As for the issuance of RMB bonds in Hong Kong by a policy bank, it shall be handled by referring to the requirements for commercial
banks.

Article 7

The application materials for the issuance of RMB bonds by a financial institution shall include:

1.

an application report concerning the issuance of RMB bonds;

2.

the resolution of the board of directors on the approval of the issuance of RMB bonds or documents with equal legal force;

3.

the scale and term of the bonds to be issued;

4.

the introduction for collecting RMB bonds (with an attachment of issuance scheme);

5.

financial statements of the financial institution within the territory of China for the last three years as audited by certified public
accountants, and the full text of audit opinions in written form;

6.

legal opinions in written form as issued by attorneys;

7.

the (duplicate) photocopy of the Enterprise Legal Person Business License, and the (duplicate) photocopy of the Financial Permit;
and

8.

other documents as required by the PBC.

Article 8

The PBC shall, jointly with the NDRC, make a decision of approval or disapproval to the application for the issuance of RMB bonds
by a financial institution within the territory of China within the time limit as provided in the Administrative License Law of the
People’s Republic of China. The NDRC shall give a reply on the scale of RMB bonds at the same time if approved.

Article 9

A financial institution within the territory of China shall initiate the issuance of RMB bonds in Hong Kong within 60 workdays as
of the approval of the PBC on issuance of RMB bonds, and complete the issuance within the time limit as prescribed. Where a financial
institution within the territory of China fails to complete the issuance within the time limit as prescribed, the document relating
to approving the issuance of RMB bonds shall be invalid automatically, and this issuance of bonds shall not be continued; if it is
necessary to issue such bonds, a new application shall be separately submitted in accordance with the present Interim Measures. The
standards for the completion of issuance within the time limit as prescribed shall be determined in accordance with the legal provisions
of Hong Kong on the administration of the financial market.

Article 10

The financial institution within the territory of China and the underwriting institution shall determine the interest rate or price
for the issuance of RMB bonds through negotiations.

Article 11

A financial institution within the territory of China shall report the circumstances concerning the issuance of RMB bonds to the
PBC, the NDRC and the SAFE within 10 workdays after conclusion of the issuance of RMB bonds, and apply for the registration of bond
funds to the local SAFE branch office subject to the relevant provisions.

Article 12

The funds involving the return of money raised through issuance of RMB bonds by financial institutions within the territory of China
as well as the repayment of principal and interests of bonds shall be transferred through the clearing bank for RMB business in Hong
Kong.

Article 13

A financial institution within the territory of China shall transfer back the money as deducted by relevant issuance expenses to
the Mainland within 30 workdays after the money raised through issuance of RMB bonds is in place, and such money shall be used in
strict accordance with the purposes as disclosed in the introduction.

Article 14

The principal and interests of RMB bonds shall be repaid in RMB. In the case of paying the principal and interests of RMB bonds,
a financial institution within the territory of China shall submit an application to the local SAFE branch office prior to five workdays.
The bank shall go through the formalities for overseas repayment of the principal and interests of RMB bonds for the financial institution
within the territory of China upon an approval document as issued by the local SAFE branch office.

Article 15

With respect to the return of the money as raised through issuance of RMB bonds and the follow-up funds as well as the repayment
of the principal and interests, a financial institution within the territory of China shall make a report on the international balance
of payments in accordance with the Operational Rules for the Overseas Assets, Liabilities, Losses and Proceeds of Financial Institutions
(Hui Guo Fa Zi [1996] No. 13).

Article 16

The sales, trading, registration, trusteeship, settlement of and information disclosure regarding RMB bonds in Hong Kong shall be
subject to the relevant provisions as prescribed by Hong Kong.

Article 17

The present Interim Measures are subject to the interpretation of the PBC.

Article 18

The present Interim Measures shall enter into force as of the promulgation date.



 
People’s Bank of China, National Development and Reform Commission
2007-06-08

 






MEASURES FOR THE ADMINISTRATION OF FINANCIAL INSTITUTIONS’ REPORT OF TRANSACTIONS SUSPICIOUS OF FINANCING FOR TERRORIST PURPOSES

Decree No.1, 2007 of the People’s Bank of China

[2007]No.1

Under the Anti-Money Laundering Law of the People’s Republic of China, the Law of the People’s Republic of China on the People’s Bank
of China and other laws and regulations, the People’s Bank of China constituted the Measures for the Administration of Financial
Institutions’ Report of Transactions Suspicious of Financing for Terrorist Purposes have been adopted at the 13th executive meeting
on June 8th, 2007. They are hereby promulgated and shall enter into force as of the promulgation date.

President Zhou Xiaochuan

June 11, 2007

Measures for the Administration of Financial Institutions’ Report of Transactions Suspicious of Financing for Terrorist Purposes

Article 1

In order to monitor the activities of financing for terrorist purposes, prevent terrorism-oriented financing by means of financial
institutions and regulate financial institutions’ report of transactions suspicious of financing for terrorist purposes, the present
Measures are constituted under the Anti-Money Laundering Law of the People’s Republic of China, the Law of the People’s Republic
of China on the People’s Bank of China and other laws and regulations.

Article 2

The term “financing for terrorist purposes” as mentioned in the present Measures refers to the following behaviors:

1.

to raise, possess or use funds or other forms of property by terrorist organizations or terrorists;

2.

to assist terrorist organizations, terrorists, terrorism or terrorist criminal activities with funds or other forms of property;

3.

to possess, use or raise funds or other forms of property for terrorist purposes or terrorist criminal activities;

4.

to possess, use or raise funds or other forms of property for terrorist organizations or terrorists.

Article 3

The present Measures are applicable to the following financial institutions established within the territory of the People’s Republic
of China under law:

1.

policy banks, commercial banks, rural cooperative banks, urban credit cooperatives and rural credit cooperatives;

2.

securities companies, futures companies and fund management companies;

3.

insurance companies and insurance assets management companies;

4.

trust and investment companies, financial assets management companies, finance companies, financial lease companies, auto finance
companies and currency brokerage companies;

5.

other financial institutions as determined and announced by the People’s Bank of China.

The present Measures are applicable to the report of transactions suspicious of financing for terrorist purposes by institutions conducting
remittance, payment and clearing business, fund sale business and insurance brokerage.

Article 4

The People’s Bank of China and the branches thereof shall conduct supervision and check over financial institutions’ report of transactions
suspicious of financing for terrorist purposes.

Article 5

The anti-money laundering monitoring and analysis center set up by the People’s Bank of China takes charge of accepting and analyzing
the report of transactions suspicious of financing for terrorist purposes.

If the anti-money laundering monitoring and analysis center finds out that the report of transactions suspicious of financing for
terrorist purposes submitted by a financial institution is incomplete or erroneous, it may send a notice of supplement or correction
to the financial institution, which shall make a supplement or correction within five workdays after accepting the notice.

Article 6

The report of transactions suspicious of financing for terrorist purposes sent by financial institutions their working personnel
for the purpose of fulfilling the obligation of combating financing for terrorist purposes and under law shall be protected by law.

Article 7

A financial institution shall submit to its headquarters the report of transactions suspicious of terrorist-oriented financing, which
shall submit the electronic form of the report to the anti-money laundering monitoring and analysis center within 10 days upon the
occurrence of the related incident or appoint another institution to do so. If a financial institution has no headquarters or it
is impossible for it to report suspicious transactions to the anti-money laundering monitoring and analysis center via its headquarters
or any other institution appointed by its headquarters, the reporting method shall be separately determined by the People’s Bank
of China.

Article 8

In suspicion of any client, fund, transaction or potential transaction involved in any terrorism, terrorist criminal activities,
terrorist organization, or of any person conducting financing activities for terrorist purposes, a financial institution shall submit
a report of transactions suspicious of financing for terrorist purposes, irrespective of whether the amount of funds or the value
of the property involved is huge. A report of suspicious transactions shall be submitted under, but not limited to, any of circumstances
as follows:

1.

any client suspicious of raising or attempting to raise funds or property of other forms for any terrorist organization, terrorist
or crime of terrorist activities;

2.

any client suspicious of providing or attempting to provide funds or other forms of property for any terrorist organization, terrorist,
person conducting financing activities for terrorist purposes or terrorist criminal activities;

3.

any client suspicious of preserving, managing, operating funds or other forms of property for any terrorist organization or terrorists,
or attempting to do so;

4.

any client or his/its trading counterpart suspicious of being a terrorist organization, terrorist or person conducting financing activities
for terrorist purposes;

5.

any fund or any other form of property suspicious of being sourced from or being about to source from any terrorist organization,
terrorist or person conducting financing activities for terrorist purposes;

6.

any fund or property of other forms suspicious of being used or being about to be used for financing for terrorist purposes, crime
of terrorist activities or any other terrorist purposes, or being used by any terrorist organization, terrorist or person conducting
financing activities for terrorist purposes;

7.

other circumstances under which the financial institution and its working personnel have good reasons to suspect that any fund, property
of other forms, transaction or client is involved in terrorism, terrorist criminal activities, terrorist organization, terrorist
or personnel conducting financing activities for terrorist purposes.

Article 9

If any financial institution discovers or has good reasons to suspect that any client or his/its trading counterpart is in relation
to any of the following lists, it shall promptly file a report of suspicious transactions with China Anti-money Laundering Monitoring
and Analysis Center and the local branch of the People’s Bank of China, and take measures under law as required by the related competent
department:

1.

list of terrorist organizations or terrorists as announced by the related department or institution of the State Council;

2.

list of terrorist organizations or terrorists as announced by judicial authorities;

3.

list of terrorist organizations or terrorists as listed in any decision of the Security Council of the United Nations; or

4.

list of other terrorist organization suspects or terrorist suspects that must be paid attention to as required by the People’s Bank
of China.

If there is any other provision on the monitoring of above-mentioned lists in any law or administrative regulations, such provision
shall prevail.

Article 10

Financial institutions may refer to the Measures for the Administration of the Financial Institutions’ Report of Large-sum Transactions
and Suspicious Transactions (Decree No.2, 2006 of the People’s Bank of China) and other related provisions for the specific report
elements, report form and requirements for filling in such reports.

Article 11

If any financial institution violates the present Measures, it shall be imposed upon a punishment by the People’s Bank of China under
the provisions of Article 31 and Article 32 of the Anti-Money Laundering Law of the People’s Republic of China. And the People’s
Bank of China shall make suggestions to China Banking Regulatory Commission, China Securities Regulatory Commission or China Insurance
Regulatory Commission to take any of the following measures in light of different circumstances:

1.

to order the financial institution to stop its business for internal rectification or revoking its business license;

2.

to disqualify the directly liable directors, senior managers and other persons of the financial institution from their posts or to
forbid them to work in the financial industry;

3.

to order the financial institution to impose disciplinary punishment upon the directly liable directors, senior managers and other
persons.

If any branch of the People’s Bank of China at the county (municipal) level finds out any financial institution in violation of the
present Measures, it shall report to the branch of the People’s Bank of China at the next higher level, which shall give a punishment
or make a suggestion under the provision of the preceding paragraph.

Article 12

The Provisions of the People’s Bank of China on the Procedure of Administrative Punishment (Decree No.3, 2001 of the People’s Bank
of China) shall be abided by the People’s Bank of China or any of its branches at or above the county (municipal) level when imposing
any administrative punishment upon any financial institution.

Article 13

When implementing work of preventing and combating financing for terrorist purposes and fulfilling such obligations as establishing
and perfecting inner control system, identifying clients’ identity, keeping clients’ identity-related materials and confidentiality,
etc., financial institutions shall be governed by the related provisions on anti-money laundering

Article 14

The present Measures shall enter into force as of the promulgation date.



 
People’s Bank of China
2007-06-11

 






CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING REFUND OF TAXES LEVIED ON PURCHASE OF DOMESTIC EQUIPMENT BY CONSTRUCTION ENTERPRISES ENTRUSTED BY FOREIGN-FUNDED ENTERPRISES THROUGH CONTRACTING FOR LABOR AND MATERIALS

Circular of the State Administration of Taxation concerning Refund of Taxes Levied on Purchase of Domestic Equipment by Construction
Enterprises Entrusted by Foreign-funded Enterprises through Contracting for Labor and Materials

Guo Shui Han [2007] No.637

All the state taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and cities
specifically designated in the state plan:

We have received letters from some areas recently requesting the State Administration of Taxation to clear the examination and approval
procedures for refund of taxes levied on purchase of domestic equipment by construction enterprises entrusted by foreign-funded enterprises
through contracting for labor and materials. Upon study, a circular on relevant issues is hereby rendered as follows:

1.

For the engineering projects which are contracted out by foreign-funded enterprises through contracting for labor and materials, if
such construction enterprises execute with their contractors an agreement for purchase of domestic equipment, entrusted to purchase
domestic equipment, and get VAT invoices (the purchasers on VAT invoices should be the Construction Enterprises) issued therefore,
the invoices shall be delivered to the foreign-funded enterprises for application for tax refund under relevant rules.

2.

Procedures for Application for Tax Refund

(1)

When applying for tax refund, the foreign-funded enterprises should fill out Application Form for Purchase of Domestic Equipment by
Foreign-funded Projects, together submit the credence stipulated in Circular of the State Administration of Taxation and National
Development and Reform Commission on Printing and Issuing the Trial Measures for the Administration of Refund of Taxes Levied on
Purchase of Domestic Equipment by Foreign-funded Projects (Guo Shui Fa [2006] No.111), VAT invoices for the purchase of domestic
equipment by the construction enterprises on behalf of the engineering projects, the General Contract by the foreign-funded enterprises
and the construction enterprises, the list of domestic equipment purchased on entrustment, the list of equipment delivered by the
construction enterprises to the foreign-funded enterprises, the Opinion Letter on Checking and Accepting the Equipment issued by
relevant departments of the foreign-funded enterprises, and payment voucher, etc. to the competent tax authorities for tax refund.

(2)

After accepting the application for tax refund, for those equipments under the General Contract between the foreign-funded enterprises
and the construction enterprises, whose VAT invoices read the construction enterprises as the purchasers, the competent tax authorities
should send letters to the tax competent authorities of the supply enterprises to make an investigation. If the replies affirm the
authenticity of the invoices and that the tax declaration of the equipment in the invoices has been made, the tax competent authorities
shall handle the application. If the replies cannot affirm the authenticity of the invoices, or if the replies cannot affirm whether
the tax declaration of the equipment in the invoices has been made, or if the replies can not be received, the tax competent authorities
shall not transact the application.

3.

Other matters not covered in this Circular shall be governed by the document “Guo Shui Han [2006] No.111”.

State Administration of Taxation

June 12, 2007



 
State Administration of Taxation
2007-06-12

 






CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON ENTRY INTO FORCE AND ENFORCEMENT OF THE AGREEMENT BETWEEN THE GOVERNMENT OF PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF KINGDOM OF SAUDI ARABIA FOR THE AVOIDANCE OF DOUBLE TAXATION AND PREVENTION OF FISCAL EVASION WITH RESPECT TO TAXES ON INCOME AND ASSETS

Circular of the State Administration of Taxation on Entry into Force and Enforcement of the Agreement between the Government of People’s
Republic of China and the Government of Kingdom of Saudi Arabia for the Avoidance of Double Taxation and Prevention of Fiscal Evasion
with respect to Taxes on Income and Assets

Guo Shui Fa [2007] No.68

The state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central
Government and the cities specifically designated in the state plan,

The Government of People’s Republic of China and the Government of Kingdom of Saudi Arabia have officially signed the Agreement for
the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Assets (hereinafter referred
to as the Agreement) on January 23, 2006. The foreign affairs departments of both governments have exchanged notes with each other
on March 30, 2006 and August 9, 2006, respectively, confirming that the necessary legal procedures for entry into force have been
accomplished. Subject to the provision of Article 28 of the Agreement, the Agreement shall enter into force as of September 1, 2006
and shall be implemented as of January 1,2007. The State Administration of Taxation has printed and distributed the text of the aforesaid
Agreement to you in the Document “Guo Shui Han [2006] No. 138”. Please comply with and enforce it accordingly.

State Administration of Taxation

June 14, 2007



 
State Administration of Taxation
2007-06-14

 






TRIAL MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT OUTSIDE THE TERRITORY OF CHINA BY QUALIFIED DOMESTIC INSTITUTIONAL INVESTORS

Decree No. 46 of China Securities Regulatory Commission

No. 46

The Trial Measures for the Administration of Securities Investment Outside the Territory of China by Qualified Domestic Institutional
Investors have been deliberated and adopted at the 27th chairmen’s executive meeting of China Securities Regulatory Commission on
April 30, 2007. They are hereby promulgated and shall enter into force as of July 5, 2007.

Chairman of China Securities Regulatory Commission Shang Fulin

June 18, 2007

Trial Measures for the Administration of Securities investment outside the territory of China by Qualified Domestic Institutional
Investors
Chapter I General Rules

Article 1

In order to regulate the securities investment outside the territory of China by qualified institutional investors within the territory
of China and protect the legitimate rights and interests of investor, the present Measures are formulated in accordance with the
Law on Securities Investment Funds, Securities Law and other related laws and administrative regulations.

Article 2

Qualified domestic institutional investors (hereinafter referred to as the QDII) referred to in the present Measures means fund management
companies, securities companies and other securities institutions within the territory of China that satisfy the requirements as
prescribed in the present Measures, raise funds within the territory of the People’s Republic of China upon approval of China Securities
Regulatory Commission (hereinafter referred to as the CSRC), and implement securities investment management outside the territory
of China in the form of portfolio by way of using part or all of the funds it has raised.

Article 3

Where a QDII engages in the business of securities investment outside the territory of China, it shall entrust a commercial bank
within the territory of China to take charge of asset custody, and may entrust a foreign securities service institution as an agent
for buying and selling securities.

Article 4

The CSRC and the State Administration of Foreign Exchange (hereinafter referred to as the SAFE) shall implement surveillance on the
securities investment outside the territory of China by QDIIs.

Chapter II Qualification Requirements for QDIIs, and Examination and Approval Procedures

Article 5

When applying for the QDII qualification, applicants shall satisfy the requirements as follows:

1.

Having a stable and good status of finance and credit, and its assets scale and operating life, etc. satisfy the requirements as prescribed
by the CSRC;

2.

Having related qualified staff that has the experiences in investment management outside the territory of China;

3.

Having a sound governance structure and a perfect internal control system, as well as normalized business performance;

4.

Having not been subject to any major punishment by the surveillant organ for the last three years, and having nothing important being
investigated by the judicial organ or the surveillant organ; and

5.

Other requirements as prescribed by the CSRC in accordance with the principle of prudent surveillance.

Article 6

The requirement referred to in Article 5 Subparagraph (1) means that:

1.

For a fund management company: its net asset shall be no less than RMB 0.2 billion yuan, it has engaged in the business of managing
securities investment funds (hereinafter referred to as the fund) for more than two years, and its asset management scale at the
end of the latest quarter shall be no less than RMB 20 billion yuan or the foreign exchange assets in an equivalent value;

2.

For a securities company: all of its risk control indicators shall be consistent with the prescribed standards, its net capital shall
not be less than RMB 0.8 billion yuan; the proportion of its net capital to its net assets shall be no less than 70 percent, it has
engaged in the business of asset pool management plans (hereinafter referred to as the pool plan) for at least one year, and its
asset management scale at the end of the latest quarter shall be no less than RMB 2 billion yuan of assets or the foreign exchange
assets in an equivalent value.

Article 7

The requirement referred to in Article 5 (2) means that: an applicant shall have one or more medium-level manager(s) that have the
investment management experiences in the securities market outside the territory of China for at least five years and related qualification,
and shall have three or more staff members that have the investment management experiences in the securities market outside the territory
of China for at least three years.

Article 8

When applying for the QDII qualification, an applicant shall submit to the CSRC the documents (one original and one duplicate thereof)
as follows:

1.

an application form;

2.

a certification document as prescribed in Article 5 of the present Measures; and

3.

other documents as required by the CSRC.

Article 9

The CSRC shall examine such application documents as of the receipt of a complete set of qualification application documents, and
make a decision on approval or disapproval. In the case of approval, the CSRC shall issue a licensing document for securities investment
business outside the territory of China; and in the case of disapproval, the CSRC shall inform the decision to the applicant in written
form.

Article 10

After an applicant has obtained the QDII qualification, it may submit the documents for a product raising application to the CSRC.

Article 11

After receiving a complete set of the documents for a product raising application, the CSRC shall examine the application materials,
make a decision on approval or disapproval, and inform the applicant of the decision in the written form.

Article 12

A QDII shall apply to the SAFE for the qualification for foreign exchange business in accordance with related provisions.

Chapter III Investment Consultant Outside the Territory of China

Article 13

Investment consultant outside the territory of China (hereinafter referred to as “investment consultants”) referred to in the present
Measures are those financial institutions outside the territory of China that comply with the requirements as prescribed in the present
Measures, and provide suggestions for buying and selling securities or provide the management service of investment portfolio, etc.
concerning the securities investment outside the territory of China to QDIIs in accordance with the contract, and obtain proceeds
therefrom.

Article 14

A QDII may entrust an investment consultant that meets the following requirements for the securities investment outside the territory
of China:

1.

It is established outside the territory of China, and engages in the investment management business upon approval of the surveillant
organ of its country or region;

2.

The surveillant organ of its country or region has signed a memorandum of understanding on bilateral surveillant cooperation with
the CSRC, and keeps an effective surveillant cooperation with each other as well;

3.

It has engaged in the investment management business for at least five years, and the securities assets under its management for the
latest fiscal year shall be no less than 10 billion USD or the equivalent value in a foreign currency; and

4.

It has a sound governance structure, a perfect internal control system, as well as normalized business performance; and it has not
been subject to any major punishment by the surveillant organ of its country or region and has no major matter that is being put
on files of or investigated by the judicial organ or the surveillant organ for the last five years.

Where a branch that established outside the territory of China by a securities company within the territory of China acts as an investment
consultant, it shall not be restricted by Subparagraph 3 of the preceding paragraph.

Article 15

A QDII shall assume the fiduciary responsibility, and perform the obligation of fidelity surveys during the selection or authorization
of an investment consultant.

Article 16

An investment consultant shall rigidly observe the laws and regulations of the state, the fund contract or the asset pool management
contract, and always put the interests of the fund or pool plan holders at the first place, bring forward suggestions subject to
reasonable evidences, seek for the best transactions of the fund or pool plan, treat all clients in a fair and objective manner,
always carry out the investment decisions in light of the investment purposes, strategies, policies, guidelines and restrictions
of the fund or pool plan, fully reveal all the important facts involving the conflict of interests, and respect the confidentiality
of clients’ information.

Article 17

Where a QDII entrusts an investment consultant to make investment decisions, it shall specify in the agreement that the investment
consultant shall bear the liabilities accordingly for any property loss as caused because of its omission, negligence and failure
to perform duties, etc.

Chapter IV Asset Custody

Article 18

When a QDII engages in the securities investment business outside the territory of China, there shall be a bank with a qualification
for securities investment fund custody (hereinafter referred to as the custodian) to take charge of the asset custody.

Article 19

A custodian may entrust an asset custodian outside the territory of China that satisfies the following requirements to be responsible
for the asset custody business outside the territory of China:

1.

It shall be established in a country or region outside the territory of China, and is subject to the surveillance of the local government,
financial or securities surveillant organ;

2.

It has at least one billion USD of paid-in capital or the equivalent value in a foreign currency in the latest fiscal year, or its
scale of custody assets shall be no less than 100 billion USD or the equivalent value in a foreign currency;

3.

It has sufficient full-time staff members that are familiar with the custody business outside the territory of China;

4.

It shall be with the conditions for safe keeping the assets;

5.

It shall be able to make settlement and delivery safely and high efficiently; and

6.

It has not been subject to any major punishment by the surveillant organ and has nothing important being investigated by the judicial
organ or the surveillant organ for the last three years.

Article 20

A custodian shall perform the duties for the trustee as follows in accordance with the related laws and regulations:

1.

Protecting the holders’ interests, performing surveillance over the daily investment as well as the outward and inward remittance
of capital for a fund or pool plan in accordance with related provisions, and in the case of any illegal or irregular investment
directive, outward or inward remittance of capital, it shall report to the CSRC and the SAFE in a timely manner;

2.

Safely protecting the property of a fund or pool plan, punctually notifying the information on the company’s behaviors to the QDII,
and ensuring that proper incomes could be obtained for the fund or pool plan in a timely manner;

3.

Ensuring that the fund or pool plan is managed in accordance with related laws, regulations, as well as the investment targets and
restrictions as stipulated in the fund contract or the asset pool management contract;

4.

Implementing the directives of the QDII or the investment consultant, and making settlement and delivery in time in accordance with
related laws, regulations as well as the fund contract or the asset pool management contract;

5.

Ensuring that the net value of the fund or pool plan units is calculated in light of the methods as prescribed in related laws, regulations,
as well as the fund contract or the asset pool management contract;

6.

Ensuring that the fund or pool plan is applied for, subscribed or redeemed, etc. in accordance with related laws, regulations, as
well as the fund contract or the asset pool management contract;

7.

Ensuring that the proceeds distribution scheme for a fund or pool plan is determined and implemented in accordance with related laws,
regulations, as well as the fund contract or the asset pool management contract;

8.

Registering the assets in the name of the custodian or the designated agent in accordance with related laws, regulations, as well
as the fund contract or the asset pool management contract;

9.

Reporting the conditions relating to the investment outside the territory of China by the QDII to the CSRC and the SAFE within 7 workdays
after conclusion of each month, and declaring the balance of payments in accordance with related provisions; and

10.

Other responsibilities as prescribed by the CSRC or the SAFE in light of the principle of prudent surveillance.

Article 21

With respect to the assets outside the territory of China of a fund or pool plan, a custodian may entrust a custodian outside the
territory of China to perform the duty for the trustee on its behalf. Where the custodian outside the territory of China leads to
any loss to the assets of a fund or pool plan because of its fault or negligence, etc. during the process of performing duties, the
custodian shall bear the liabilities accordingly.

Article 22

A custodian shall perform the following custody responsibilities in accordance with related laws and regulations:

1.

Safely keeping the assets of a fund and pool plan, and opening a capital account and a securities account;

2.

Handling the settlement, sales, collection and payment of foreign exchange as well as the Renminbi settlement business for the QDII;

3.

Keeping the related materials concerning outward remittance, inward remittance, conversion of capital, the collection and payment
of foreign exchange, capital flows, authorization and transaction records of the QDII for no less than 20 years; and

4.

Other responsibilities as prescribed by the CSRC or the SAFE according to the principle of prudent surveillance.

Article 23

A custodian or a custodian outside the territory of China shall severely separate its own assets from the assets under the management
of the QDII.

Chapter V Capital Raising, Investment Operation and Information Disclosure

Article 24

A fund management company that has obtained the QDII qualification may raise the capital by publicly selling fund units in accordance
with related laws and regulations, and invest fund assets in the securities market outside the territory of China. Where a fund management
company applies for raising a fund, it shall submit the application materials in accordance with related laws and regulations.

Article 25

A securities company that has obtained the QDII qualification may raise the capital by establishing a pool plan, etc., and invest
the capital it raised in the securities market outside the territory of China. In the case of the establishment of a pool plan, a
securities company shall submit the application materials, raise the capital and make the investment in accordance with related provisions.

Article 26

Related benchmarks for the comparison of investment performance shall be selected for a fund for which a raising application is filed
as required.

Article 27

A fund or pool plan shall be used to invest in the financial products or tools as prescribed by the CSRC.

Article 28

A fund or pool plan shall follow the provisions on the proportion of investment.

Article 29

Where a QDII or investment consultant selects or entrusts a securities service institution outside the territory of China for buying
and selling securities, it shall severely perform the fiduciary responsibility, and manage the procedures of investment transactions,
the information disclosure and the records keeping in accordance with related provisions.

Article 30

Where a QDII, an investment consultant carries out the securities trading and the research service arrangement with a securities
service institution outside the territory of China, it shall observe the principles as follows:

1.

The trading commissions shall be the property of the holders of a fund or pool plan; and

2.

The QDII and the investment consultant has the responsibility of ensuring the trading quality on behalf of holders, and such responsibilities
shall include, but not limited to:

(a)

seeking for the best implementation of trading;

(b)

seeking the minimized trading costs; and

(c)

using the trading commissions of holders for the benefits thereof.

Article 31

Where a QDII carries out the securities investment outside the territory of China, it shall follow the related laws and regulations
as prescribed by the local surveillant organ and the local stock exchange.

Article 32

Such people with the obligation to make information disclosure as the QDII, and the custodian shall reveal the information in strict
accordance with related laws and regulations.

Chapter VI Quota and Capital Management

Article 33

A QDII shall set reasonable upper limits of the quota and the scale in the raising plan in light of the market conditions and the
characteristics of the product, report them to the SAFE for archival purpose, and shall handle related procedures at the SAFE in
accordance with related provisions. The administration on quota or scale within the extension of a fund or pool plan shall be performed
in accordance with related provisions.

Article 34

A QDII shall open a custody account at the custodian for the custody of all the assets of a fund or pool plan.

Article 35

A custodian shall open a settlement account and a securities custody account for a fund or pool plan, which shall be used for the
capital settlement business and the securities custody business with the securities depository and clearing institution, etc.

Article 36

As for the incomes and expenses of a custody account, settlement account or securities custody account, it shall be consistent with
related provisions, and the capital in such accounts shall not be lent to anyone else or be used for security purposes.

Article 37

A QDII shall report to the SAFE the use of its quota as well as the outward and inward remittance of capital in a regular manner.

Chapter VII Surveillance and Administration

Article 38

The CSRC and the SAFE may request the QDII and the custodian to submit the related materials relating to the overseas investment
activities of QDIIs; and may perform spot inspections if necessary.

Article 39

In case of any of the following circumstances occurs to a QDII, it shall give a report to the CSRC for archival purpose and make
an announcement within 5 workdays as of the occurrence of such a circumstance:

1.

alteration of the custodian or custodian outside the territory of China;

2.

alteration of the investment consultant;

3.

involving in a lawsuit or any other major event outside the territory of China; or

4.

any other circumstance as prescribed by the CSRC.

If there is any alteration in the custodian or custodian outside the territory of China, a QDII shall also make a report to the SAFE
for archival purpose.

Article 40

In the case of any of the following circumstances occurs to a QDII, it shall apply for the qualification of securities investment
business outside the territory of China again within 60 workdays as of the occurrence of such a circumstance, and apply to the SAFE
for the foreign exchange business qualification again and handle the procedure for archival purpose of the investment quota:

1.

alteration of its name;

2.

takeover by any other institution; or

3.

any other circumstance as prescribed by the CSRC or the SAFE.

Article 41

Where a QDII makes the securities investment by using the property of a fund or pool plan, if any major illegal or irregular act
is committed, the CSRC may adopt the measure of restricting its trading, and the SAFE may adopt the measure of restricting its outward
remittance and inward remittance of capital, etc in accordance with related laws.

Article 42

In the case of any serious illegal or irregular act committed by a custodian, the CSRC may render a decision of restricting its custody
business.

Article 43

In the case of any violation of the present Measures by a QDII or custodian, it may be imposed on administrative sanction accordingly
by the CSRC or the SAFE.

Chapter VIII Supplementary Rules

Article 44

The investment in financial products or instruments of the Hong Kong Special Administrative Region or Macao Special Administrative
Region by QDIIs shall be governed with reference to the present Measures.

Article 45

The targeted raising of capital or the acceptance of targeted objects’ asset authorization for the investment in the securities market
outside the territory of China by a fund management company that has obtained the QDII qualification shall be governed with reference
to the present Measures.

Article 46

The directional asset management, specialized asset management business or the capital investment in the securities market outside
the territory of China by a securities company that has obtained the QDII qualification shall be governed with reference to the present
Measures.

Article 47

The present Measures shall enter into force as of July 5, 2007.



 
China Securities Regulatory Commission
2007-06-18

 






MEASURES FOR THE ADMINISTRATION OF LAUNDRY AND DYEING INDUSTRY

Decree of the Ministry of Commerce, State Administration for Industry and Commerce, State Environmental Protection Administration

No.5

Measures for the Administration of Laundry and Dyeing Industry is hereby announced and shall come into effect as of July 1, 2007 after
it has been deliberated and passed at the 10th executive conference of the Ministry of Commerce on December 20, 2006 with the approval
of State Administration for Industry and Commerce and State Environmental Protection Administration

Minister of the Ministry of Commerce Bo Xilai

Director of General Administration for Industry and Commerce Zhou Bohua

Director of State Environmental Protection Administration Zhou Shengxian

May 11, 2007

Measures for the Administration of Laundry and Dyeing Industry

Article 1

The Measures herein are formulated in accordance with the relevant state law, administrative regulations for the purpose of standardizing
the behavior of laundry and dyeing service, maintaining the lawful rights and interests of operators and consumers, preventing environmental
pollution, promoting the sound development of laundry and dyeing industry.

Article 2

The Measures herein shall apply to the laundry and dyeing operation within the territory of the People’s Republic of China.

“Laundry and Dyeing” mentioned in the Measures herein refers to such operation activities as washing, ironing, dyeing, and weaving
of clothes and washing, maintaining of leather-made products and clothes.

Article 3

The Ministry of Commerce shall undertake guidance, coordination, supervision and management of national laundry and dyeing industry,
various local authorities in charge of commerce shall be responsible for the guidance, coordination, supervision and management of
laundry and dyeing industry within its administrative region respectively.

The industrial and commercial authorities shall be responsible for regulating laundry and dyeing industry, supervising the quality
of service products and business operation, and for investigating and punishing in light of the laws such acts as infringing the
legal rights of interests of consumers.

The environmental protection authority shall undertake supervision and administration of such acts as affecting the environments in
the process of opening and operating the laundry and dyeing enterprise, investigating and punishing in light of the laws environmental
unlawful acts.

Article 4

To open washing and dyeing store and water washing factory shall accord with the relevant laws and standard requirement with respect
to safety, sanitary, environmental protection, water saving, energy saving.

The enclosure dry-cleaning making with purifying, recycling and dry-cleaning solvent functions shall be used in the newly build, altered,
or extended washing and dyeing stores.

The open dry-cleaning machine shall be phased out. The open dry-cleaning machine currently used shall be refitted to increase the
compressor cooling recycling system, and forcefully recycle the dry-cleaning solvent; where the open petroleum derivative solvent
dry-cleaning machine and drying machine is used, it shall be equipped with fire-proof and explosion-proof safety equipment.

Article 5

Environmental influence assessment shall be carried out upon the newly built, altered or extended washing and dyeing store and water
washing factory and can be put into use after it has passed the inspection and collection by environmental authority.

The operator who undertakes washing and dyeing shall register lawfully and withdraw the business license.

The operator shall, within 60 days after having acquired the business license, handle the record in the same level commerce authority
as the industrial and commercial administrative authority at the registration place.

Article 6

The operator shall have fixed business site, such equipments as washing, custody, and pollution prevention in par with its business
scale and accord with the relevant national regulations.

Article 7

The washing and dyeing store shall not use such dry-washing solvents as does not accord with the relevant national regulations. The
storage, usage and recycling site shall be equipped with leakage-proof condition, the dangerous chemical products shall accord with
the relevant administration of dangerous chemical products.

The laundering factory shall be encouraged to use phosphor-free and low phosphor washing products.

Article 8

The discharge of pollutant shall meet the requirement of pollutant discharge in national or local regulations. The new discharge
standard shall be implemented after it has been promulgated.

The residue, sewage containing dry-cleaning solvent generated in the process of dry cleaning shall be appropriately collected and
handled. The dangerous wastes shall be lawfully entrusted to the units holding the business license of dangerous wastes for handling
and disposal.

Where the sewage is discharged to urban sewage tubes to be treated together, it shall accord with the relevant water quality requirement
by the sewage treatment factory. Where the factory hereof is equipped with sewage treatment equipment, it shall carry out innocuity
treatment upon the generated sewage.

Such sewage as does mot accord with the standard shall not be discharged to river, lake, rain sewer, leakage pit, leakage well and
etc.

The noise zone in the laundering and water-washing factories shall accord with the relevant rules of the Standard of Noise at Boundary
of Industrial Enterprises GB12348-90.

Article 9

The operator shall formulate the system of safe production, environmental protection and sanitary management system in line with
the requirement of laws and regulations, provide effective protective products to the staff and undertake regular safe, environmental
protection, sanitary education training upon the staff.

Article 10

The employed staff shall observe professional ethics, abide by national laws and regulations, the washing and dyeing technical staff
shall have the relevant professional skills, shall be encouraged to obtain the qualification certificate issued by the relevant national
authority or the training qualification certificate issued by the relevant organizations and to work with the certificates hereof.

Article 11

The operator shall hang business license at the noticeable place of the business site and to expressly show service content, service
price and complaint telephone number and etc.

Article 12

The operator shall follow the principle of good faith in the process of operation and give real and clear reply to the relevant questions
raised by consumers, may not deceive and misguide consumers, may not conduct the following deceptions:

(1)

deceptive propaganda;

(2)

to undertake consumption default by using value card;

(3)

such deceptive acts as using “water washing”, ” iron” to work off dry wash;

(4)

to conceal the fact that the clothes have been damaged in the process of washing deliberately;

(5)

other deceptive acts against laws, and administrative regulations.

Article 13

The operator shall check seriously the received clothes and perform the following liabilities:

(1)

hint the consumer to check whether any carry-over is left and to confirm whether the attachment and decorates are complete;

(2)

hint the consumer the damageable, corruptive and expensive decorates or attachment to clarify service liabilities;

(3)

to explain to consumers new and old, dirty and clean, damage of clothes, quality of the cloth, performance variance and effect of
washing and dyeing;

(4)

to inform consumers the clothes which is really difficult to wash and dye or have hard besmirch and to confirm the effect of washing
and dyeing.

Article 14

The operator may undertake value-preserving washing in accordance with the willing of the consumers, i.e. the written washing agreement
made by the operator and consumers about cost of washing, value-preserving cost, value-preserving amount and service content.

Where the clothes subject to value-preserving are damaged or lost, or directly undermine the quality of the original clothes after
washing, the operator shall compensate in accordance with the preserving amount agreed with the consumer.

Article 15

The operator shall issue service bill to consumers when offering service. The content of the service bill shall include: name of
clothes, quantity, color, damage or shortage, service content, price, date of delivery, period of custody, particulars agreed by
both parties, means of dispute settlement.

Article 16

The operators shall act the service code of launder and dyeing industry, operation regulations and quality standard and appoint designated
personnel to undertake quality inspection launder and dyeing.

Article 17

The operators shall standardize the clothes handing-over procedure to prevent loss or damage of clothes; dirty and clean clothes
shall be stored and paid respectively.

Article 18

The textile products of the medical unit shall be washed and processed in the specialized factory zone, special washing equipment
and be sanitized strictly.

The washed textile products after sanitation shall accord with the relevant national requirement.

Article 19

Where the washed clothes fail to meet the washing quality requirement or do not accord with the requirement reached with the consumers
in advance or the clothes are damaged or lost because of the responsibilities of the operators, the operator shall reprocess it in
light of different situation, refund the launder and dyeing fee or compensate the damage.

Where the quality of washed clothes fails to reach quality standard because the misguided washing mark or quality does not accord
with national and professional standard requirement rather than it is the fault of the operator, the operator shall be exempted from
the relevant responsibility.

Article 20

The authority in charge of commerce shall standardize and clean market order and promote the development of the industry herein by
formulating industrial development program, promotion policy, standard and comprehensive coordination, promoting the industrial development.

The authorities in charge of commerce shall guide and support launder and dyeing quality appraisal committee to carry out quality
appraisal work, guide the relevant professions to formulate solutions to consumption dispute and to maintain the lawful rights and
interests of the operators and consumers.

Article 21

The Laundry and Dye Industry Association shall accept the business guidance of the authorities in charge of commerce to strengthen
professional self-discipline, carry out such industrial promotion development works as faithful operation, organizing the implementation
standard, providing information consultation, pursuing technical training, mediating service disputes, and reflecting the opinions
and requirements of the operators.

Article 22

Should the operator violates the Measures herein which is prescribed in laws and regulations, the laws and regulations herein shall
prevail; otherwise, the Ministry of Commerce, the industrial and commercial authority and the environmental authority shall, in accordance
with Article 3 in the Measures herein￿￿order the violators herein to rectify its acts, should the violators have illegal income,
the violators herein may be fined below 3 times and the maximum fine shall not exceed 30,000 yuan, should the violators have no illegal
income. The violators may be charged less than 10,000 yuan and may be announced.

Article 23

The authorities in charge of commerce in all provinces, autonomous regions, and municipalities may, in accordance with the Measures
herein and the practical situation of the dyeing industry in its administrative region , enact the relevant implementation measures
with the relevant authorities.

Article 24

The definitions of the terms mentioned in the Measures herein:

Enclosure dry-cleaning machine: such dry cleaning machines as use Tetrachloroethylene or petroleum derivative solvent as dry-cleaning
solvent, equipped with solvent recycled cooling system, in the process of deodorization, the gas in machine and the work place don’t
exchange and waste gas doesn’t discharge directly.

Open dry cleaning machine: such dry cleaning machines as use Tetrachloroethylene or petroleum derivative solvent as dry-cleaning solvent,
use water-cooling recycling system to conduct deodorization by absorbing fresh air and discharging dry-cleaning solvent and gas mixture
discharged from the machine before opening the in-out gate.

Dyeing: only the redyeing and dyeing of other colors in the washing and dyeing stores,

Article 25

The Measures herein shall come into effect as of July 1, 2007.



 
Ministry of Commerce, State Administration for Industry and Commerce, State Environmental Protection Administration
2007-05-11

 






ANNOUNCEMENT NO. 23, 2007 OF MINISTRY OF COMMERCE

Announcement No. 23, 2007 of Ministry of Commerce

[2007] No. 23

Mixture mentioned in the Article 7 of Provisions on the Administration of the Import and Export of Precursors and Chemicals Used
in Production of Narcotic Drugs and Psychotropic Substances (hereinafter referred to as “the Provisions”) means:

1.

Commodity that contains one of the four precursors and chemicals used in production of narcotic drugs and psychotropic substances,
namely toluene, acetone, butanone, sulphuric acid, with a proportion of more than 40% (excluded) and commodity with a hydrochloric
acid proportion of more than 10%(excluded).

2.

Commodity that contains other precursors and chemicals used in production of narcotic drugs and psychotropic substances, other than
the above-mentioned 5 categories, listed in the Provisions on the Administration of the Import and Export of Precursors and Chemicals
Used in Production of Narcotic Drugs and Psychotropic Substances.

Compound medicine formulation with the precursors and chemicals used in production of narcotic drugs and psychotropic substances are
not included.

When importing or exporting the above-mentioned mixture, the operators shall apply the permission in accordance with the Provisions.

Commodity that contains one of the five precursors and chemicals used in production of narcotic drugs and psychotropic substances,
namely toluene, acetone, butanone, sulphuric acid, hydrochloric acid with a proportion of no more than the above-mentioned regulations
shall not be considered as the “mixture” mentioned in the Article 7 . And the operators could apply permission without the Provisions
while importing or exporting the commodity.

Ministry of Commerce

May 16, 2007



 
Ministry of Commerce
2007-05-16

 






ANNOUNCEMENT OF THE PEOPLE’S BANK OF CHINA CONCERNING EXPANDING THE FLOATING RANGE OF TRADING PRICE OF THE US DOLLAR AGAINST THE RMB IN THE INTER-BANK SPOT FOREIGN EXCHANGE MARKET

Announcement of the People’s Bank of China concerning Expanding the Floating Range of Trading Price of the US Dollar against the RMB
in the Inter-bank Spot Foreign Exchange Market

The People’s Bank of China determined to expand the floating range of the trading prices of the US Dollar against the RMB in the inter-bank
spot foreign exchange market for the purpose of further improving the regulated and managed floating exchange rate systemon the basis
of market supply and demand and by referring to a basket of currencies, promoting the development of foreign exchange market, and
improving the independent pricing and risk management capacity of financial institutions. The related particulars are hereby rendered
as follows:

The floating range of the trading prices of the US Dollar against the RMB in the inter-bank spot foreign exchange market will be expanded
from 0.3% to 0.5% as from 21May 2007, viz. the daily trading price of the US Dollar against the RMB in the inter-bank spot foreign
exchange market may be floated within the range of 0.5% of the middle price of the US Dollar against the RMB on the current day as
announced by China Foreign Exchange Center to the outside.

After the publication of this Announcement, the measures for the administering the floating range of trading price of the US Dollar
against the RMB in the inter-bank spot foreign exchange market and the spread of US Dollar exchange rate quotation of the banks to
their clients will not be changed, and the Circular concerning Further Improving the Administration of Trading Exchange Rates in
the Inter-bank Foreign Exchange Market and the Exchange Rate Quotations of Foreign Exchange Designated Banks (Yin Fa [2005] No. 250)
as promulgated by the People’s Bank of China on 23 September, 2005 is still applicable thereto.

The People’s Bank of China will, in light of the domestic and international economic and financial tendencies, on the basis of market
supply and demand and by reference to a basket of currencies, maintain the normal floating of RMB exchange rates, keep the RMB exchange
rates at a reasonable and balanced level, promote a basic balance of international payments, and guarantee the stability of macro-economy
and financial market.

People’s Bank of China

May 18, 2007



 
People’s Bank of China
2007-05-18

 






ANNOUNCEMENT NO. 43, 2007 OF MINISTRY OF COMMERCE AND GENERAL ADMINISTRATION OF CUSTOMS

Announcement No. 43, 2007 of Ministry of Commerce and General Administration of Customs

[2007] No. 43

In accordance with the Measures on the Administration of Automatic Import Licenses of Goods, Ministry of Commerce made the following
adjustment to the List of Administration of Automatic Import Licenses on Goods, 32 items of the Administration of Automatic Import
Licenses are eliminated. The list of the eliminated items is now promulgated and shall be put into effect as from June 10, 2007.

Appendix: The Eliminated List of Administration of Automatic Import Licenses on Goods(omitted)

Ministry of Commerce

General Administration of Customs

May 20, 2007



 
Ministry of Commerce, General Administration of Customs
2007-05-20

 






MEASURES FOR THE ADMINISTRATION OF FOREIGN STOCK EXCHANGES’ REPRESENTATIVE OFFICES IN CHINA

Order No. 44 of China Securities Regulatory Commission

No. 44

The Measures for the Administration of Foreign Stock Exchanges’ Representative Offices in China have been deliberated and adopted
at the 203rd chairmen’s executive meeting of China Securities Regulatory Commission on April 3, 2007. They are hereby promulgated
and shall enter into force as of July 1, 2007.

Chairman of China Securities Regulatory Commission, Shang Fulin

May 20, 2007

Measures for the Administration of Foreign Stock Exchanges’ Representative Offices in China
Chapter I General Rules

Article 1

For the purpose of regulating the establishment of foreign stock exchanges’ representative offices in China and their business operations
these Measures are constituted under the Securities Law of the People’s Republic of China and the related regulations.

Article 2

The “foreign stock exchanges” as mentioned in these Measures means the stock exchanges, securities automated quotation or electronic
trading systems or markets established abroad. The “foreign stock exchanges’ representative offices in China” (hereinafter referred
to as representative offices) as mentioned in these Measures means the permanent representative offices established by foreign stock
exchanges inside the territory of China under the approval of engaging in liaison, market promotions, investigations and other similar
non-business activities. The person in-charge of a representative office is the chief representative.

Article 3

A representative office shall conform to the laws, regulations of China and the related provisions of China Securities Regulatory
Commission (hereinafter referred to as CSRC). The legitimate rights and interests of representative offices shall be protected by
Chinese law.

Article 4

The CSRC shall examine, approve and supervise the representative offices subject to the principle of prudent supervision.

Chapter II Application and Establishment

Article 5

A foreign stock exchange applying for establishment of a representative office (hereinafter referred to as the applicant) shall be
subject to the requirements as follows:

(1)

The country or region where the applicant is located has perfect laws and regulations on financial supervision;

(2)

The financial supervision authority in the country or region where the applicant is located has concluded a memorandum of understanding
on supervisory cooperation with CSRC, and keeps a good cooperation with CSRC;

(3)

The applicant is a financial institution established under the approval or ratification of the financial supervision authority of
the country or region where it is located;

(4)

The applicant has been established for more than 20 years, it has a stable operation and, standardization and its financial situation
is well; and

(5)

Other prudential conditions put forward by the CSRC.

Article 6

An applicant can only apply for establishing one representative office, and at the time of application, shall submit the materials
as follows to the CSRC:

(1)

an application letter as signed by the board chairman (director-general) or the general manager to the CSRC;

(2)

a written opinion or any other related document issued by the financial supervision authority of the country or region where the applicant
is located on approval of establishing such a representative office by the applicant;

(3)

a copy of the business license or of the attestation on lawfully opening business as issued upon verification by the related competent
authority of the country or region where the applicant is located, notarized and certified by a competent notary public or certification
institution in the country or region where the applicant is located, and certified by the Chinese embassy or consulate accredited
to that country;

(4)

articles of association and main business rules of the applicant;

(5)

a name list of board of directors (board of governors) and the management personnel;

(6)

the annual reports for the latest 3 years;

(7)

a scheme on establishing the representative office, including, but not limited to, the purposes, necessity of the establishment, working
plan, set-up of internal organs and personnel arrangement, management systems and office site, etc.;

(8)

a power of attorney as signed by the board chairman (governor-general) or general manager on appointing the chief representative;

(9)

a declaration that the applicant published, which the chief representative to-be has no record of penalty due to any serious violation
of law or regulation, and which shall be notarized by a notary public institution in the country or region where the applicant is
located;

(10)

the identity certificate, academic credentials and resume of the chief representative to-be; and

(11)

other documents required to be filed by the CSRC.

Article 7

The CSRC will accept and examine the application materials for establishment as filed by applicants. Where the CSRC decides to approve
an application, it shall produce an approval document.

Article 8

Within 90 days upon approval of the CSRC, a representative office shall handle the procedures for industrial and commercial registration
as well as taxation registration upon the approval document, move into a fixed office, and report the matters as follows to the CSRC
in written form:

(1)

certificates on industrial and commercial registration and taxation registration;

(2)

a certificate for the lawful right to use the office;

(3)

the telephone number, fax number and post address of the office; and

(4)

the mobile phone number and email address of the chief representative.

In case the representative office, within the time limit provided above, fails to file a written report with the CSRC, the original
approval document shall be automatically abated.

Article 9

The name of a representative office shall be composed of the following contents in an order as: “the name of the country or region
where the foreign stock exchange is located”, “the name of the foreign stock exchange”, “the name of the local city” and ” the representative
office”.

Article 10

Other main staff members of a representative office shall be referred to as “representatives” or “deputy representatives” except
for the chief representative.

Article 11

The qualification for the chief representative of a representative office to hold the post shall acquire the approval of the CSRC.
A chief representative shall satisfy the requirements as follows:

(1)

Being known well with the finance laws and regulations of China;

(2)

Having a bachelor’s degree or above, 10 years or more of experiences in finance or economy, and 3 years or more of experiences in
undertaking Chinese-related business in the latest 5 years; and

(3)

Having a good character and no record of criminal or administrative penalty.

Article 12

To appoint a representative or deputy representative, within 5 working days as of the date of appointment, a representative office
shall report the name list, identity certificates and resumes of that person to the CSRC for archival purpose.

Chapter III Alteration and Cancellation

Article 13

Where a representative office changes its name, it shall submit an application to the CSRC, and file an application letter signed
by the board chairman (governor-general) or general manager of its stock exchange as well as other documents as required by the CSRC.

Article 14

Where a representative office changes its chief representative, it shall submit an application to the CSRC, and file an application
letter signed by the board chairman (governor-general) or general manager of its stock exchange as well as the related materials
provided in Items (8) up to (11) of Article 6 of these Measures.

Article 15

The CSRC will accept and examine the application materials for changing the name or chief representative submitted by the applicants.
It shall reissue an approval document if the CSRC decides to approve an application.

Article 16

Where a representative office changes, adds or reduces a representative or deputy representative, it shall report the name, identity
certificate and resume of the person to the CSRC for archival purpose within 5 working days as of the alteration.

Article 17

A representative office can change its office only inside the city where it is located. Within 5 working days as of the alteration,
the representative office shall report the matters as follows to the CSRC in written form:

(1)

a certificate for the lawful right to use the new office; and

(2)

the telephone number, fax number and post address of the new office.

The “change of office” as mentioned in this Article means the relocation, enlargement or reduction of the former office.

Article 18

The cancellation of a representative office shall, ahead of 20 working days, be reported to the CSRC, and handle the formalities
for deregistration at the administrative organ for industry and commerce upon the pertinent confirmation document issued by the CSRC
on approval of the cancellation. The pertinent deregistration certificate shall, within 5 working days, be submitted to the CSRC
after a representative office is deregistered.

Article 19

The unsettled matters shall be responsible for by its stock exchange after a representative office is cancelled.

Chapter IV Supervision and Administration

Article 20

A representative office shall have an independent and fixed office of its own, employ a reasonable amount of staff members, of which,
the proportion of domestic residents shall not be lower than 50%. The foreign staff members of a representative office shall handle
the formalities for residence under the pertinent laws upon entry.

Article 21

Any chief representative may not concurrently hold a post in the head office or a regional head office, nor may he concurrently hold
a post in any other commercial institution inside the territory of China. A chief representative shall stay in the representative
office to take charge of the daily routine. Where a chief representative goes abroad for 30 consecutive days, he shall file a report
with the CSRC and designate a special person to carry out the duties on his behalf. Where a chief representative concurrently holds
a post in any other institution or goes abroad for more than 30 consecutive days without reporting, the CSRC may require the stock
exchange to replace the chief representative.

Article 22

Any representative office and any of its staff members may not conduct any commercial activities or do so in a disguised form, it
or he may not conclude an agreement or contract with any legal person or natural person that may bring about incomes to the representative
office or the stock exchange.

Article 23

Any representative office and any of its staff members may not conduct publicity in any form, it or he may not hold any market promotion
activity oriented to individuals in any form.

Article 24

Where a representative office and its staff members organize and hold a large-scale market promotion activity oriented to enterprises,
they shall report a related scheme to the CSRC in advance, and if the CSRC does not present any objection within 10 working days,
it can hold such promotion activity.

Article 25

Any representative office and any of its staff members may not hold any false market promotion activity in any form, and it or he
may not conduct unfair competition in any form or seek for interests for any other institution in any form.

Article 26

A representative office shall submit a work report of the previous year to the CSRC within two months upon conclusion of each year.

Article 27

A representative office shall file the information about Chinese companies whose stocks are listed and traded in its stock exchange
in the previous year as well as the information about Chinese-funded members within two months upon conclusion of each year.

Article 28

A representative office shall file the annual report on its stock exchange for the previous year within four months upon conclusion
of each accounting year of its stock exchange.

Article 29

Where a foreign stock exchange gives any major punishment to any Chinese company whose stocks are listed and traded in it or any
Chinese-funded member thereof, the representative office shall timely render a notice to the CSRC, and submit a written report to
the CSRC within 10 working days as of the date of punishment.

Article 30

If a foreign stock exchange is under any of the following circumstances, the representative office shall, within 10 days after the
event occurs, file a written report with the CSRC:

(1)

Its articles of association, registered capital or registered address alters;

(2)

The stock exchange is split up, consolidated or implements any other major merger;

(3)

Its board chairman (governor-general) or general manger changes;

(4)

It is operating at a heavy loss or with serious financial difficulties;

(5)

The competent supervisory authority of the country or region where the stoke exchange is located takes major supervisory measures
against the stock exchange; or

(6)

Other events that severely affect the foreign stock exchange’s business.

Article 31

The CSRC will implement regular or irregular on-site or off-site inspections of a representative office from, but not limited to,
the aspects as follows:

(1)

Whether the representative office conducts commercial activities or does so in a disguised form;

(2)

Whether the representative office engages in publicity or holds any market promotion activity oriented to individuals;

(3)

Whether the representative office organizes and holds any large-scale market promotion activity oriented to enterprises without reporting
in advance;

(4)

Whether the application materials filed by the representative office are truthful or accurate;

(5)

Whether the representative office goes through complete formalities for any alteration thereof;

(6)

Whether the representative office goes through complete formalities for employment or alteration of any of its staff member; or

(7)

Other matters to be inspected by the CSRC.

Article 32

The CSRC may take such regulatory measure as ordering its chief representative or any other person in-charge to make correction,
arranging a supervisory interview and issuing a letter of warning where a representative office violates these Measures. In case
of serious circumstances, the CSRC may take the measure of prohibiting its chief representative or any other person in-charge from
entry into the securities market.

Chapter V Legal Liabilities

Article 33

Where a foreign stock exchange, without approval, illegally establishes a representative office or conduct activities in the name
of any representative office or in any other form, the CSRC shall ban such representative office or activities under law. Where the
foreign stock exchange violates the criminal law, it shall assume criminal liabilities.

Article 34

Where a representative office conducts commercial activities or does so in a disguised form, the CSRC shall give it a warning, confiscate
its illegal gains, or even revoke it, etc.

Article 35

Where a representative office implements publicity or holds any market promotion activity oriented to individuals, the CSRC shall
give it a warning, or even revoke it, etc.

Article 36

Where a representative office organizes and holds a large-scale market promotion activity oriented to enterprises without reporting
in advance, the CSRC shall impose upon it a warning, or a fine, or even revoke it, etc.

Article 37

Where a representative office implements false publicity or unfair competition, the CSRC shall give it a warning, a fine, or even
revoke it, etc.

Chapter VI Supplementary Rules

Article 38

The establishment of a representative office within the territory of China by a stock exchange of Hong Kong Special Administrative
Region, Macao Special Administrative Region or Taiwan Area shall be implemented by reference to these Measures.

Article 39

The documents as required to be submitted by an applicant under these Measures shall be in Chinese. For the articles of association,
main business rules or annual reports of a foreign stock exchange, Chinese abstracts thereof may be provided together with the original
texts.

Article 40

These Measures shall enter into force as of July 1, 2007.



 
China Securities Regulatory Commission
2007-05-20

 






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CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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