CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE RECORD OF EXPORT CONTRACT

Circular of the State Administration of Taxation on Relevant Issues concerning the Record of Export Contract

Guo Shui Han [2006] No. 847

Bureaus of State Taxes in all provinces, autonomous regions, municipalities directly under the Central Government and cities specially
designated in the State plan:

With the approval from the State Council, Circular on Readjusting the Export Rebate Rate for Some Commodities and Supplementing the
Prohibitive Catalog for Processing Trade (Cai Shui [2006] No. 139) was released by the Ministry of Finance, the Ministry of Commerce,
the National Development and Reform Commission, the State Administration of Taxation, the General Administration of Customs, prescribing
that the export rebate rate for some export goods shall be adjusted as of September 15, 2006, and that after an export contract concluded
with foreign parties before September 14, 2006 (including September 14, 2006) undergoes the formalities of record at the taxation
authorities within the prescribed period, and if the goods under this export contract hereof are exported within the prescribed period,
an export enterprise may continue to go through the formalities of export rebate in accordance with the pre-adjustment export rebate
rates. And a circular is hereby given on relevant issues concerning the record of export contract as follows:

Article 1

An export contract to be recorded as mentioned in this Circular refers to a contract in written from concluded in accordance with
the provisions in Article 11 of the Contract Law of the People’s Republic of China, and these conditions as follows shall be met
at the same time:

(1)

To be concluded before September 14, 2006 (including September 14, 2006);

(2)

To have clear indications of a contract conclusion date, export enterprise, foreign businessman, name of export commodities, unit
price, quantity, amount, contract serial number, etc.;

(3)

To have the signatures or seals from both the export enterprise and the foreign businessman, and an contract in written from concluded
in the form of data cable shall be printed by the export enterprise and signed or sealed by the person in charge of the enterprise
hereof;

(4)

The content of the contract shall be authentic and effective.

Article 2

An export enterprise shall, before September 30, 2006, submit the original copy of the contract bearing the seal of the enterprise
hereof in line with the provisions in Article 1 of this Circular and its duplicated copy (a clear indication to be given to be in
line with the original copy and signed by the person in charge of the export enterprise hereof), and the Application Form for Record
of Export Contracts (See Annex 1) to the local taxation authorities in charge of export rebate (hereinafter referred to as the taxation
authorities) for record.

Article 3

The taxation authorities at all levels shall timely handle the application of an export enterprise for record of the relevant export
contract, and carefully examine and verify it in accordance with the provisions in Article 1 and Article 2 of this Circular. After
the examination and verification, the export contract which is in line with the provisions shall be allowed to undergo the formalities
of record, and the original copy of the export contract hereof shall be returned to the export enterprise at the same time; and the
export contract which fails to be in line with the provisions shall uniformly not be allowed to undergo the formalities of record,
and be returned to the export enterprise.

Once an export contract undergoes the formalities of record, it shall bear no alteration.

Article 4

After an export enterprise enters out the goods under the aforesaid export contract, a separate indication shall be given when the
formalities of export rebate are undergone.

Article 5

The taxation authorities shall, when examining and approving the export rebate for the goods under the aforesaid recorded export
contract, emphatically examine and verify the main content and the content in relation to the actual export in the recorded export
contract besides examining and verifying routinely the documents which shall be provided by an export enterprise in accordance with
the current provisions. Where the goods are exported before December 14, 2006 (including December 14, 2006, and the date of export
in the Declaration Bill for Export Goods (exclusively used for export rebate) indicated by the customs authorities shall apply),
and the actually exported goods are in line with the export enterprise, foreign businessman, name of export commodity and other items
in the recorded export contract, the taxation authorities shall handle the formalities of export rebate in accordance with the pre-adjustment
export rebate rate; where any of the export enterprise, foreign businessman, name of export commodity etc. under the recorded export
contract bears alterations, the export goods within the recorded amount of this contract shall undergo the formalities of export
rebate in accordance with adjusted export rebate rate, and the excessively rebated funds shall be recovered by the taxation authorities.

The aforesaid recorded amount refers to the export amount of the export goods applying for being subject to the pre-adjustment export
rebate rate.

Article 6

Where an export contract of an export enterprise undergoes the formalities of record at the taxation authorities, and the amount
and quantity of the actually exported goods exceed the recorded amount and quantity in the recorded contract, the exceeded part shall
undergo the formalities of export rebate in accordance with the readjusted export rebate rate.

Article 7

Except the business of processing imported materials for re-export, the export businesses applying for export rebate in other modes
of trade shall be subject to the measures for record of export contract prescribed in this Circular.

Article 8

With regard to the export on consignment, the agreement on export on consignment concluded with a consignee enterprise of a consigner
enterprise shall undergo the formalities of record at the taxation authorities besides its export contract. Where an export contract
is concluded between a consignee and a foreign businessman, the consigner shall uniformly go through the formalities of contract
record.

Article 9

Once an export enterprise is detected to seek illegal interests by altering, counterfeiting and signing inversely the date and other
means, the taxation authorities shall not handle the formalities of export rebate for it, and the rebated or excessively rebated
funds shall be recovered, and a fine shall be given in accordance with the provisions in relevant laws and regulations.

Article 10

The export of coal shall undergo the formalities of record of export contract in accordance with the provisions in Article 1 .4.3
of the document coded Cai Shui [2006] No. 139.

Article 11

The taxation authorities at all levels shall do well the work of sorting and statistics of the recorded export contracts. The Bureaus
of State Taxes in all provinces (autonomous regions, municipalities directly under the Central Government and cities specially designated
in the State plan) shall, before October 31, 2006, report to the State Administration of Taxation (Department of Import and Export
Duties and Taxes) in written form the record of contracts of this time and the Statistical Form for Record of Export Contracts (Annex
2, excluding coal export).

Annexes

Application Form for Record of Export Contracts (omitted)

Statistical Form for Record of Export Contracts (omitted)

State Administration of Taxation

September 14, 2006

State Administration of Taxation
2006-09-14

NOTICE OF SAT ON PRINTING AND ISSUING THE AGREEMENT TEXT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE KINGDOM OF SAUDI ARABIA ON THE AVOIDANCE OF DOUBLE TAXATION AND GETTING PREPARED FOR ITS IMPLEMENTATION

State Administration of Taxation

Notice of SAT on Printing and Issuing the Agreement Text between the Government of the People’s Republic of China and the Government
of the Kingdom of Saudi Arabia on the Avoidance of Double Taxation and Getting Prepared for Its Implementation

No 138 [2006] of the State Administration of Taxation

The state taxation bureau and the local taxation bureau of all provinces, autonomous regions, municipalities directly under the
Central Government, cities directly under State planning, Yangzhou Taxation Refresher Institute, and all the departments under the
State Administration of Taxation,

The Agreement on the Avoidance of Double Taxation and the Prevention of Tax Evasion on Income and Property between the Governments
of the People’s Republic of China and the Kingdom of Saudi Arabia was formally signed by Xie Xuren, Director of the State Administration
of Taxation of China, and Ibrahim Bin Abdul-Aziz Asaf, Minister of Finance of the Kingdom of Saudi Arabia, in Beijing on January
23, 2006. The Agreement shall be effective after both contracting states have completed their respective legal procedures. The text
of the Agreement is hereby printed and distributed to you, please make good preparations prior to the implementation of the Agreement.

Annex: The Agreement between the Government of the People’s Republic of China and the Government of the Kingdom of Saudi Arabia on
the Avoidance of Double Taxation and the Prevention of Tax Evasion on Income and Property

State Administration of Taxation

February 8, 2006 AnnexThe Agreement between the Government of the People’s Republic of China and the Government of the Kingdom of Saudi Arabia on the Avoidance
of Double Taxation and the Prevention of Tax Evasion on Income and Property

The Government of the People’s Republic of China and the Government of the Kingdom of Saudi Arabia, desiring to conclude an agreement
on the avoidance of double taxation and the prevention of tax evasion on income and property , and having agreed to the following:

Article 1

Persons Covered This

Agreement shall apply to the persons who are residents of one or both of the contracting states.

Article 2

Taxes Covered

The present Agreement shall apply to all the taxes imposed by either of the contracting states, its administrative regions or local
authorities on the incomes and properties, disregarding the way of tax collection.

The taxes on all incomes, all properties, or a certain income or a certain property, including the taxes on the proceeds arising from
the transfer of movable property or immovable property, taxes on the total amount of wages or salaries paid by enterprises as well
as the taxes on capital appreciation shall be deemed as taxes on incomes and properties.

The current tax categories to which this Agreement shall apply are:

(a)

in the case of the peoples republic of China:

(1) the individual income tax; and

(2) the foreign-funded enterprises and foreign enterprise income tax.

(hereinafter referred to as “Chinese taxes”)

(b)

in the case of the Kingdom of Saudi Arabia :

(1) zakat tax; and

(2) income tax, including the natural gas investment tax.

(hereinafter referred to as “Saudi taxes”)

This Agreement shall also apply to the identical or substantially similar taxes that are levied after the date of signature of this
Agreement as an addition or replacement to the current tax categories. The competent authorities of both contracting states shall
notify each other of any substantial changes made in their respective taxation laws within a reasonable time limit after such changes
are made.

Article 3

General Definitions

For the purpose of present Agreement, unless the context otherwise requires:

(a)

The term “China” refers to the People’s Republic of China. When used in a geographical sense, it means all the territory of the People’s
Republic of China, in which the Chinese laws relating to taxation apply, including its territorial seas, and any area beyond its
territorial seas, within which the People’s Republic of China has sovereign rights of exploration for and exploitation of the resources
on the sea-bed and its sub-soil and superjacent water resources in accordance with the international law;

(b)

The term “the Kingdom of Saudi Arabia” refers to the territory of the Kingdom of Saudi Arabia sense, including any area beyond its
territorial seas, within which the Kingdom of Saudi Arabia has sovereign rights of exploration for and exploitation of resources
on the water area, sea-bed and its sub-soil and natural resources in accordance with its domestic law and the international law;

(c)

The terms “a contracting state” and “the other contracting state” refer to either China or the Kingdom of Saudi Arabia, as the context
requires;

(d)

The term “person” refers to an individual, a company or any other body;

(e)

The term “company” refers to any legal person entity or any entity which is treated as a legal person entity for taxation purposes;

(f)

The terms “enterprise of a contracting state” and “enterprise of the other contracting state” refer to, respectively, an enterprise
operated by a resident of a contracting state and an enterprise operated by a resident of the other contracting state;

(g)

The term “national” refers to:

(1) any individual possessing the nationality of a contracting state;

(2) any legal person, partnership or association deriving its status as such from the laws of a contracting state;

(h)

The term “international traffic” refers to any transport by a ship or aircraft operated by an enterprise with an actual management
institution or head office in a contracting state, excluding the transport by a ship or aircraft which is operated solely between
places in the other contracting state;

(i)

the term “competent authority” refers

(1) in the case of China, to the State Administration of Taxation or its authorized representatives;

(2) in the case of the Kingdom of Saudi Arabia, to the Ministry of Finance, represented by the Minister of Finance or by his authorized
representatives.

With regard to the application of the agreement by a contracting state, any term not defined herein shall, unless the context otherwise
requires, have the meaning in which it has under the law of that contracting state concerning the taxes to which the agreement applies.
However, the definitions of the relevant terms in the tax laws that a contracting state applies shall prevail over the definition
of the same terms in other laws.

Article 4

Residents

For the purposes of this Agreement, the term “resident of a contracting state” means any person who, under the law of that state,
is obligatory to pay tax therein by reason of his domicile, residence, place of management institution, or place of head office or
any other criterion of a similar nature, simultaneously including this contracting state, its administrative regions and local authorities.
But this term does not include the persons who are obligatory to pay tax only because of the income sourced from or situated in this
contracting state.

Where, by reason of the provisions of Paragraph 1, an individual is a resident of both contracting states, his status shall be determined
as follows:

(a)

he shall be deemed as a resident of the contracting state in which he has a permanent domicile available to him; if he has a permanent
domicile available to him in each of the contracting states, he shall be deemed as a resident of the contracting state with which
his personal and economic relations are closer (center of gravity);

(b)

if the state in which his center of gravity lies cannot be determined, or if he does not have a permanent home available to him in
either contracting state, he shall be deemed as a resident of the state in which he has a habitual abode;

(c)

if he has a habitual abode in each of the contracting states or in neither of them, he shall be deemed as a resident of the contracting
state of which he is a national;

(d)

if he is a national in each of the contracting states or in neither of them, the competent authorities of the contracting states shall
settle the issue by mutual agreement.

Where, by reason of the provisions of Paragraph 1 of the present Article, a person other than an individual is a resident of both
contracting states, his identity of resident shall be deemed as a resident of the contracting state where its actual management institution
or head office is located.

Article 5

Permanent Establishment

For the purposes of this Agreement, the term “permanent establishment” refers to a fixed place of business through which the business
of an enterprise is wholly or partly carried out.

The term “permanent establishment”, in particular, includes:

(a)

a place of management;

(b)

a branch organization;

(c)

a representative office;

(d)

a factory;

(e)

a workshop, and

(f)

a mine, quarry or any other place of exploitation of natural resources.

The term “permanent establishment”, likewise, encompasses:

(a)

A building site, construction, assembly or installation project, or the supervisory activities in connection therewith, but only where
such site, project or activities continue for a period of not less than 6 months;

(b)

the provision of services, including consultancy services, by an enterprise of a contracting state through employees or other engaged
personnel for the aforementioned purpose, provided that the period for such activities (for the same project or relevant project)
is continually or aggregately more than 6 months within any 12-month period.

Notwithstanding the aforesaid provisions of this article, the term “permanent establishment” shall not include:

(a)

the use of facilities solely for the purpose of storage, display or delivery of goods or merchandise belonging to the enterprise;

(b)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of storage, display or delivery;

(c)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of processing by another enterprise;

(d)

the fixed business place established solely for the purpose of purchasing goods or merchandise or of collecting information for the
enterprise;

(e)

the fixed business place established solely for the purpose of carrying out, for the enterprise, any other activity of a preparatory
or auxiliary nature; and

(f)

the fixed business place established solely for the purpose of combining the activities listed in Items (a) through (e) of the present
Paragraph if such combination can be attributed to all the activities of the fixed business place with a preparatory or auxiliary
nature.

Notwithstanding the provisions of Paragraphs 1 and 2, where a person (other than an agent with independent status to whom the provisions
of Paragraph 6 apply) who is acting in a contracting state on behalf of an enterprise of the other contracting state, has and habitually
exercises the authority to conclude contracts in the name of the enterprise, that enterprise shall be deemed to have a permanent
establishment in the first-mentioned contracting state in respect of any activities which that person undertakes for the enterprise,
unless the activities of such person are limited to those mentioned in Paragraph 4 which would not make this fixed place of business
a permanent establishment.

An enterprise of a contracting state shall not be deemed to have a permanent establishment in the other contracting state merely because
it operates its business in that other state through a broker, agent on a commissioned basis, or any other agent with independent
status in the ordinary course of their business. However, if all or nearly all of the activities of the agent are on behalf of the
enterprise, he shall not be deemed as an agent with independent status as mentioned in this Paragraph.

The fact that a company which is a resident of a contracting state controls, or is controlled by, a company which is a resident of
the other contracting state, or which operates business in that other contracting state (whether through a permanent establishment
or not), shall not itself render either company a permanent establishment of the other.

Article 6

Income from Immovable Property

Income derived by a resident of a contracting state from immovable property (including income from agriculture or forestry) situated
in the other contracting state may be taxed in that other contracting state.

The term “immovable property” shall have the meaning it has under the law of the contracting state in which the property in question
is situated. The term shall, in any case, include the property accessory to the immovable property, livestock and equipment used
in agriculture and forestry. The rights to which the provisions of general law respecting real property apply, the usufruct of immovable
property and the rights to variable or fixed payments as consideration for the exploiting of, or the right to exploit, the mineral
resources, water sources and other natural resources, but ships and aircrafts shall not be regarded as immovable property.

The provisions of Paragraph 1 shall apply to the income derived from the direct use, lease, or use in any other form, of immovable
property.

The provisions of Paragraphs 1 and 3 shall apply to the income from immovable property of an enterprise and to the income from immovable
property used for the performance of independent personal services.

Article 7

Business Profits

The profits of an enterprise of a contracting state shall be taxable only in that state unless the enterprise carries on its business
in the other contracting state through a permanent establishment situated therein. If the enterprise carries out its business in
the other contracting state through a permanent establishment situated therein, the profits of the enterprise may be taxed in the
other state, but only limited to those attributable to that permanent establishment.

In addition to applying the provisions of Paragraph 3, where an enterprise of a contracting state carries out its business in the
other contracting state through a permanent establishment situated therein, the permanent establishment shall be regarded as an independent
affiliated enterprise engaging in the same or similar activities under the same or similar conditions. It shall be treated differently
and separately as an independent establishment from the enterprise. The profits of this permanent establishment that may be obtained
shall belong to the permanent establishment itself in each contracting state.

When determining the profits of a permanent establishment, it is allowed to deduct the expenses incurred in the business of the permanent
establishment, including the executive and general administrative expenses, no matter whether they are incurred in the state in which
the permanent establishment is situated or elsewhere. However, no such deduction shall be allowed in respect of the amounts, if any,
paid (otherwise than the reimbursement of actual expenses) by the permanent establishment to the head office of the enterprise or
any of its other offices, by way of royalties, remunerations or other similar payments in return for the use of patents or other
rights, or by way of commission for specific services performed or for management, or, except in the case of a banking enterprise,
by way of income from credit against the permanent establishment. Likewise, no consideration may be taken, in the determination of
the profits of a permanent establishment, for the amounts charged (otherwise than the reimbursement of actual expenses), by the permanent
establishment to the head office of the enterprise or any of its other offices, by way of royalties, remunerations or other similar
payments in return for the use of patents or other rights, or by way of commission for specific services performed or for management,
or, except in the case of a banking enterprise, by way of income from credit against the head office of the enterprise or any of
its other offices.

Insofar as it has been customary in a contracting state to determine the profits to be attributed to a permanent establishment on
the basis of distribution of the total profits of the enterprise to its various parts, the provisions in Paragraph 2 shall not preclude
that contracting state from determining the profits to be taxed by this method of profit distribution. However, the result of adopting
the method of profit distribution shall be in line with the principles provided for in the present Article.

No profits may be attributed to a permanent establishment by reason of mere purchase by that permanent establishment of goods or merchandise
for the enterprise.

For the purposes of the aforesaid Paragraphs, the profits belonging to the permanent establishment shall be determined by the same
method each year unless there is good and sufficient reason to change.

If the profits include the income items that are dealt with separately in other Articles of this Agreement, the provisions of those
Articles shall not be affected by the provisions of the present article.

Article 8

Shipping and Air Transport

The profits from the operations of ships or aircrafts in international transport by an enterprise of a contracting state shall be
taxable only in that contracting state where the actual management institution or head office of this enterprise is located.

If the actual management institution or head office of an enterprise is established on a ship, the profits from the operations of
ships shall be taxable only in that contracting state where the parent port of the ship is located; if there is no parent port, the
profits from the operations of the ship shall be taxable only in that contracting state of which the operator of the ship is a resident;

The provisions of Paragraph 1 shall also apply to the profits from the operations under partnership, joint operations or participation
in an international operating agency.

Article 9

Associated Enterprises

Where

(a)

an enterprise of a contracting state participates directly or indirectly in the management, control or capital of an enterprise of
the other contracting state, or

(b)

a same person participates directly or indirectly in the management, control or capital of an enterprise of a contracting state and
an enterprise of the other contracting state, and in either of the above cases, the commercial and financial relations between the
two enterprises are different from those between two independent enterprises, so the profits which would, but for those conditions,
have been obtained by either enterprises, may be included in the profits of that enterprise and be taxed accordingly.

Where a contracting state includes in the profits of an enterprise of that contracting state (and taxes accordingly) the profits on
which an enterprise of the other contracting state has paid taxes in that other contracting state and the profits so included are
profits which should have been obtained by an enterprise within the contracting state, then that other contracting state shall make
appropriate adjustment to the amount of the tax charged therein on those profits, where that other contracting state considers such
adjustment justifiable. In determining such adjustment, the other provisions of this Agreement shall be taken into consideration,
and the competent authorities of the contracting states shall consult each other, if necessary.

Article 10

Dividends

Dividends paid by a company that is a resident of a contracting state to a resident of the other contracting state may be taxed in
that other state.

However, such dividends may also be taxed in the contracting state of which the company paying the dividends is a resident and according
to the laws of that state, but if the recipient is the beneficial owner of the dividends, the tax so levied shall not exceed 5 percent
of the total amount of the dividends. The competent authorities of both contracting states shall determine the method to execute
this limited tax rate through negotiation.

Notwithstanding the provisions of Paragraphs 1 and 2, if the beneficial owner of the dividends is the government of the other contracting
state, department under it, or any other entity directly or indirectly owned by it, the dividends paid by a resident company of a
contracting state to a resident of the other contracting state shall only be taxable in the other contracting state.

The term “dividends” as used in the present Article refers to the income from shares, mining shares, promoters’ shares or other rights
of participating in the profits not of credit relationship, as well as the income from other corporate rights that are subject to
the same taxation treatment as the income from the shares by the laws of the state of which the company making the profit distribution
is a resident.

The provisions of Paragraphs 1 through 3 shall not apply if the beneficial owner of the dividends, being a resident of a contracting
state, carries out business in the other contracting state of which the company paying the dividends is a resident, through a permanent
establishment situated therein, or provides in that other state independent personal services through a fixed base situated therein,
and the shares for which the dividends are paid are effectively connected with such permanent establishment or fixed base. In such
cases, the application of the provisions of Article 7 or Article 14 shall depend on the concrete circumstances.

Where a company that is a resident of a contracting state derives profits or income from the other contracting state, that other contracting
state may not impose any tax on the dividends paid by or undistributed profits of the company, except insofar as such dividends are
paid to a resident of that other contracting state or insofar as the holding in respect of which the dividends are paid is effectively
connected with a permanent establishment or a fixed base situated in that other contracting state, even if the dividends paid or
the undistributed profits consist wholly or partly of the profits or income arising in such other state.

Article 11

Credit Income

The credit income arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other
contracting state.

However, such credit income may also be taxed in the contracting state where it arises according to the laws of that contracting state,
but if the recipient is the beneficial owner of the credit income, the tax so collected shall not exceed 10 percent of the total
amount of the income. The competent authorities of both contracting states shall determine the method to execute the limited tax
rate through negotiation.

Notwithstanding the provisions of Paragraph 2 of the present Article, the credit income arising in a contracting state and paid to
the government, local authority or central bank of the other contracting state, or to any financial institution wholly owned by the
government of the other contracting state shall be exempted from taxation in the first-mentioned contracting state; or the debt,
from which a resident of the other contracting state obtains income, is indirectly funded by the government, local authority or central
bank of the other contracting state, or to any financial institution wholly owned by the government of the other contracting state,
such credit income shall be exempted from tax in the contracting state.

The term “credit income” as used in the present Article refers to the income derived from various creditor’s rights, whether or not
secured by mortgage and whether or not carrying a right to share the debtor’s profits, and in particular, the income derived from
public debts, bonds or debentures, including premiums and bonuses. The penalties for late payment shall not be regarded as a credit
income provided in the present Article.

The provisions of Paragraphs 1, 2 and 3 shall not apply, if the beneficial owner of the credit income, being a resident of a contracting
state, carries out business in the other contracting state in which the interest arises through a permanent establishment situated
therein, or provides in that other contracting state independent personal services through a fixed base situated therein, and the
creditor’s right in respect of which the proceeds is paid is effectively connected with such permanent establishment or fixed base.
In such cases, the provisions of Article 7 or Article 14 shall apply according to the actual circumstances.

The credit income shall be deemed as arising in a contracting state when the payer is the government, a local authority or a resident
of that contracting state. Where, however, the person paying the proceeds of debt, whether he is a resident of the contracting state
or not, has, in that contracting state a permanent establishment or a fixed base, and the debts on which the proceeds of debt are
paid is connected with the permanent establishment or a fixed base, and such credit income is borne by such permanent establishment
or fixed base, then such credit income shall be deemed as arising in the state where the permanent establishment or fixed base is
situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and any other person, if
the amount of the credit income, regarding the credit for which it is paid, exceeds the amount which have been agreed upon by the
payer and the beneficial owner in the absence of such relationship, the provisions of this Article shall apply only to the last-mentioned
amount. In such case, the excessive part of the payments shall remain taxable according to the laws of each contracting state, but
the other provisions of this Agreement shall be taken into consideration.

Article 12

Royalties

Royalties arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other contracting
state.

However, such royalties may also be taxed in the contracting state in which they arise according to the laws of that state, but if
the recipient is the beneficial owner of the royalties, the tax so collected shall not exceed 10 percent of the total amount of the
royalties. The competent authorities of both contracting states shall determine the method for the execution of the limited tax rate
by mutual agreement.

The term “royalties” as mentioned in this Article refers to the payments of any kind received as a consideration for the use of, or
the right to use, any copyright of literary, artistic or scientific work, including cinematographic films, or films or tapes for
radio or television broadcasting, any patent, trademark, design or model, plan, secret formula or process, or for the use of or the
right to use any industrial, commercial, or scientific equipment, or for any information concerning industrial, commercial or scientific
experience.

The provisions of Paragraphs 1 and 2 shall not apply if the beneficial owner of the royalties, being a resident of a contracting state,
carries out business in the other contracting state in which the royalties arise through a permanent establishment situated therein,
or provides in that other state independent personal services from a fixed base situated therein, and the right or property in respect
of which the royalties are paid is effectively connected with such permanent establishment or fixed base. In such cases, the provisions
of Article 7 or Article 14 shall, as the case may be, apply.

The royalties shall be deemed as arising in a contracting state when the payer is the government, a local authority or a resident
of that contracting state. Where, however, the person paying the royalties, whether he is a resident of a contracting state or not,
has in that contracting state a permanent establishment or a fixed base in connection with the liability to pay the royalties, and
such royalties are borne by the permanent establishment or fixed base, then such royalties shall be deemed as arising in the contracting
state in which the permanent establishment or fixed base is situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and some other person, the
amount of the royalties, regarding the use, right or information for which they are paid, exceeds the amount which would have been
agreed upon by the payer and the beneficial owner in the absence of such relationship, the provisions of this article shall apply
only to the last-mentioned amount. In such case, the excessive part of the payments shall remain taxable according to the law of
each contracting state, but the other provisions of this Agreement shall be taken into consideration.

Article 13

Capital Gains

Gains derived by a resident of a contracting state from the alienation of immovable property referred to in Article 6 and situated
in that other contracting state may be taxed in that other contracting state.

Gains from the alienation of movable property forming the part of the business property of a permanent establishment which an enterprise
of a contracting state has in the other contracting state or of the movable property pertaining to a fixed base available to a resident
of a contracting state in the other contracting state for the purpose of providing independent personal services, including the gains
from the alienation of such a pe

ACCOUNTING STANDARD FOR BUSINESS ENTERPRISES NO. 6 – INTANGIBLE ASSETS

Ministry of Finance

Accounting Standard for Business Enterprises No. 6 – Intangible Assets

Cai Kuai [2006] No. 3

February 15, 2006

Chapter I General Provisions

Article 1

To standardize the confirmation and measurement of intangible assets and disclosure of related information, these Standards are formulated
in accordance with the Accounting Standard for Business Enterprises – Basic Standards.

Article 2

The following items shall be subject to other relevant accounting standards:

(1)

The right to use the land as investment real estates shall be subject to the Accounting Standard for Business Enterprises No. 3 -Investment
properties;

(2)

The business reputation formed during the merger of enterprises shall be subject to the Accounting Standard for Business Enterprises
No. 8 -Impairment of assets and Accounting Standard for Business Enterprises No. 20 -Business Combinations; and

(3)

The rights and interests related to oil and natural gas mining areas shall be subject to the Accounting Standard for Business Enterprises
27 -Extraction of Petroleum and Natural Gas.

Chapter II Confirmation

Article 3

The term “intangible asset” refers to the identifiable non-monetary assets possessed or controlled by enterprises which have no physical
shape.

An asset, which satisfies any of the following conditions, shall meet the identifiable standards as mentioned in the definition of
intangible assets:

(1)

Being able to separate or divide from the enterprise and being able to be sold, transferred, licensed, rented or exchanged independently
or along with the relevant contracts, assets or liabilities; or

(2)

Being derived from any contractual right or other statutory rights, no matter whether or not these rights can be transferred or separated
from the enterprise or other rights and obligations.

Article 4

Intangible assets may be confirmed when it meets the conditions simultaneously as follows:

(1)

The economic benefits related to intangible assets are likely to flow into the enterprise; and

(2)

The cost of intangible assets can be measured reliably.

Article 5

When making a judgment on whether or not the economic benefits generated by intangible assets is likely to flow into it, an enterprise
shall make a reasonable estimation to all potential economic factors within the expected service life of intangible assets and present
clear evidences.

Article 6

The expenditures for an intangible item of an enterprise shall all be recorded into the profit or loss for the current period, unless
it is under any of the following circumstances:

(1)

The part meeting the confirmed conditions as prescribed in these Standards and consisting of the cost of intangible assets; and

(2)

The part obtaining from the merger of enterprises not under the same control or cannot being independently confirmed as intangible
assets, or composing the business reputation confirmed on the day of purchase.

Article 7

The expenditures for its internal research and development projects of an enterprise shall be classified into research expenditures
and development expenditures.

The term “research” refers to the creative and planned investigation to acquire and understand new scientific or technological knowledge.

The term “development” refers to the application of research achievements and other knowledge to a certain plan or design, prior to
the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device
and product.

Article 8

The research expenditures for its internal research and development projects of an enterprise shall be recorded into the profit or
loss for the current period.

Article 9

The development expenditures for its internal research and development projects of an enterprise may be confirmed as intangible assets
when they satisfy the following conditions simultaneously:

(1)

It is feasible technically to finish intangible assets for use or sale;

(2)

It is intended to finish and use or sell the intangible assets;

(3)

The usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that
there is a potential market for the products manufactured by applying the intangible assets or there is a potential market for the
intangible assets itself or the intangible assets will be used internally;

(4)

It is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of
sufficient technologies, financial resources and other resources; and

(5)

The development expenditures of the intangible assets can be reliably measured.

Article 10

For an on-going research and development project which is obtained by an enterprise and has been confirmed as intangible assets, the
post-obtainment expenditures shall be treated in accordance with Articles 7 to 9 of these Standards.

Article 11

The self-created business reputation of an enterprise, or its internally made brand, newspaper or magazine name shall not be confirmed
as intangible assets.

Chapter III Initial Measurement

Article 12

The intangible assets shall be initially measured according to its cost. The cost of outsourcing intangible assets shall include the
purchase price, relevant taxes and other necessary expenditures directly attributable to intangible assets for the expected purpose.

Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of financing intention,
the cost of intangible assets shall be determined on the basis of the current value of the purchase price. The difference between
the actual payment and the current value of the purchase price shall be recorded into profit or loss for the credit period, unless
it shall be capitalized under the Accounting Standards for Enterprises No. 17 – Borrowing Cost.

Article 13

The cost of self-developed intangible assets shall include the total expenditures incurred during the period from the time when it
meets the provisions of Articles 4 to 9 of these Standards to the time when the expected purposes of use are realized, except that
the expenditures which have already been treated prior to the said period shall not be adjusted.

Article 14

The cost invested into intangible assets by investors shall be determined according to the conventional value in the investment contract
or agreement, except for those of unfair value in the contract or agreement.

Article 15

The costs of intangible assets acquired from non-monetary assets transaction, debt recombination, government subsides, and merger
of enterprises shall be determined respectively according to the Accounting Standard for Business Enterprises No. 7 -Exchange of
non-monetary assets, Accounting Standard for Business Enterprises No. 12 – Debt Restructurings, Accounting Standard for Business
Enterprises No. 16 – Government Grants and Accounting Standard for Business Enterprises No. 20 -Business Combinations.

Chapter IV Subsequent Measurement

Article 16

An enterprise shall analyze and judge the service life of intangible assets, when it obtains intangible assets.

As for the intangible assets with limited service life, the enterprise shall estimate the years of its service life, or the amount
of the output or any other similar measurement unit, which constitutes its service life. If it is unable to forecast the period when
the intangible asset can bring economic benefits to the enterprise, it shall be regarded as an intangible asset with uncertain service
life.

Article 17

With regard to intangible assets with limited service life, its amortization amount shall be amortized within its service life systematically
and reasonably.

An enterprise shall amortize intangible assets from the time when it is available for use to the time when it is not confirmed as
the intangible assets any more.

The method chosen by an enterprise for the amortization of intangible assets shall reflect the expected realization pattern of the
economic benefits which relevant to the intangible assets. If it is unable to determine the expected realization pattern reliably,
intangible assets shall be amortized by the straight-line method.

Generally, the amortized amount of intangible assets shall be recorded into profit or loss for the current period, unless there are
other accounting standards.

Article 18

The reasonable amortization amount of intangible assets shall be its cost minus the expected residual value. For intangible assets
with an impairment provision, the accumulative amount of impairment provision shall be deducted from the cost as well. For intangible
assets with a limited service life, its residual value shall be regarded as zero, unless it is under the circumstances as follows:

(1)

A third party promises to purchase the intangible assets at the end of its service life; and

(2)

The information about the expected residual value is able to obtain from the active market and the market is most likely to remain
when the service life of the intangible asset ends.

Article 19

Intangible assets with uncertain service life may not be amortized.

Article 20

The impairment of intangible assets shall be treated in accordance with the Accounting Standards for Enterprises No. 8 -Impairment
of Assets.

Article 21

An enterprise shall, at least at the end of each year, check the service life and the amortization method of intangible assets with
limited service life. When the service life and the amortization method of intangible assets are different from those before, the
years and method of the amortization shall be changed.

An enterprise shall check the service life of intangible assets with uncertain service life during each accounting period. Where there
are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be treated
according to these Standards.

Chapter V Disposal and Discarding

Article 22

The balances of the price acquired and the carrying value of intangible assets shall be recorded into the profit or loss for the current
period, where an enterprise sells intangible assets.

Article 23

In case no economic benefit is expected to be brought by some intangible assets to the enterprise, the carrying value of the intangible
assets shall be written off.

Chapter VI Disclosure

Article 24

An enterprise shall disclose the following information related to its intangible assets according to their categories in the annotation:

(1)

The beginning and ending book balances, accumulative amount of amortization, and accumulative amount of provision for impairment of
intangible assets;

(2)

The estimation about the service lives of intangible assets with limited service lives; the basis for the judgment about the uncertain
service life of intangible assets with uncertain service lives;

(3)

The methods for the amortization of intangible assets;

(4)

The carrying value of intangible assets used for guaranties, the amortization amount for the current period, and other information;
and

(5)

The amount recorded into profit or loss for the current period and those confirmed as the research and development expenditures for
intangible assets.

Ministry of Finance
2006-02-15

ACCOUNTING STANDARDS FOR ENTERPRISES NO. 21 – LEASES

the Ministry of Finance

Accounting Standards for Enterprises No. 21 – Leases

No. 3 [2006] of the Ministry of Finance

February 15, 2006

Chapter I General Provisions

Article 1

With a view to regulating the recognition and measurement of leases, as well as the presentation of relevant information, the present
Standards are formulated according to the Accounting Standards for Enterprises – Basic Standard.

Article 2

The term “lease” refers to an agreement under which the lessor conveys to the lessee in return for rent the right to use an asset
for an agreed period of time.

Article 3

The following items shall be subject to other accounting standard:

(1)

The land use right and buildings rented out by a lessor by way of operating lease shall be subject to the Accounting Standards for
Enterprises No. 3 – Investment Real Estates;

(2)

The licensing agreements for the use of items such as films, video recordings, plays, manuscripts, patents and copyrights shall be
subject to the Accounting Standards for Enterprises No. 6 – Intangible Assets; and

(3)

The impairment of long-term credits formed by the financing leases of a lessor shall be subject to the Accounting Standards for Enterprises
No. 22 – Recognition and Measurement of Financial Instruments.

Chapter II Classification of Leases

Article 4

A lessee and a lessor shall classify a lease as a financing lease or an operating lease on the lease beginning date.

The lease beginning date shall refer to the earlier one of the date of lease agreement or the date on which the parties to the lease
make commitments on the key terms of lease.

Article 5

The “finance lease” shall refer to a lease that has transferred in substance all the risks and rewards related to the ownership of
an asset. The ownership of it may or may not eventually be transferred.

Article 6

Where a lease satisfies one or more of the following criteria, it shall be recognized as a finance lease:

(1)

The ownership of the leased asset is transferred to the lessee when the term of lease expires;

(2)

The lessee has the option to buy the leased asset at a price which is expected to be far lower than the fair value of the leased asset
at the date when the option becomes exercisable. Thus, on the lease beginning date, it can be reasonably determined that the option
will be exercised;

(3)

Even if the ownership of the asset is not transferred, the lease term covers the major part of the use life of the leased asset;

(4)

In the case of the lessee, the present value of the minimum lease payments on the lease beginning date amounts to substantially all
of the fair value of the leased asset on the lease beginning date; in the case of the lessor, the present value of the minimum lease
receipts on the lease beginning date amounts to substantially all of the fair value of the leased asset on the lease beginning date;
and

(5)

The leased assets are of a specialized nature that only the lessee can use them without making major modifications.

Article 7

The “lease term” shall refer to the period as specified in the lease agreement, during which the lease may not be canceled. Once a
lease contract is signed, generally it may not be canceled except for the following circumstances:

(1)

With the consent of the lessor;

(2)

Where the lessee enters into a new lease for the same asset or asset of the same kind with the same lessor;

(3)

Where the lessee makes an additional payment of a sufficiently large amount;

(4)

Upon the occurrence of some remote contingency.

If the lessee has the option to continue to lease the asset for any further period, and it is reasonably certain on the lease beginning
date that the lessee will exercise the option, the renewed period shall be included in the lease term, no matter whether rents will
be paid again or not.

Article 8

The term “minimum lease payment” shall refer to the payments (excluding contingent rents and execution costs) that the lessee shall,
or may be required to make, for the term of lease, plus the residual values guaranteed by the lessee or a party related to the lessee.

Where the lessee has an option to buy the leased asset at a price which is expected to be far lower than the fair value on the date
when the option becomes exercisable, and thus it is reasonably certain that the lessee will exercise the option on the lease beginning
date, the payment required to exercise this purchase option shall be included in the minimum lease payments.

The term “contingent rent” shall refer to the rent which is not fixed in amount and calculated on the basis of factors other than
the length of time, such as the sale quantity, amount of usage, price indices.

The term “execution cost” shall refer to costs incurred during the lease term for using the leased asset, such as the fees for technical
consultation and services, training, maintenance and insurance.

Article 9

The term “minimum lease receipt” shall refer to the minimum lease payments plus the residual values guaranteed to the lessor by a
third party independent from the lessor or the lessee.

Article 10

The term “operating lease” shall refer to a lease other than a financing lease.

Chapter III Accounting Treatments of Lessees in Finance Leases

Article 11

On the lease beginning date, a lessee shall record the lower one of the fair value of the leased asset and the present value of the
minimum lease payments on the lease beginning date as the entering value in an account, recognize the amount of the minimum lease
payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the
leased asset and the long-term account payable as unrecognized financing charges.

The initial direct costs such as commissions, attorney’s fees and traveling expenses, stamp duties directly attributable to the leased
item incurred during the process of lease negotiating and signing the leasing agreement shall be recorded in the asset value of the
current period.

The lease beginning date shall refer to the date on which the lessee begins to have the right to use the leased asset.

Article 12

When a lessee calculates the present value of the minimum lease payments, if it can obtain the lessor’s interest rate implicit in
the lease, it shall adopt the interest rate implicit in the lease as the discount rate. Otherwise, it shall adopt the interest rate
provided in the lease agreement as the discount rate. In case the lessee cannot obtain the lessor’s interest rate implicit in the
lease and no interest rate is provided in the lease agreement, the lessee shall adopt the borrowing interest rate of the bank for
the same period as the discount rate.

Article 13

The expression ” interest rate implicit in the lease” shall refer to the discount rate that, on the lease beginning date, makes the
aggregate present value of the minimum lease payments and the unguaranteed residual values equal to the sum of the fair value of
the leased asset and the initial direct costs of the lessor.

Article 14

The term “guaranteed residue value” shall refer to, in the case of a lessee, the residual value of the asset which is guaranteed by
the lessee or by a third party related to the lessee; and in the case of a lessor, the guaranteed residual value from the standpoint
of the lessee plus the residual value of the asset which is guaranteed by a third party independent from both the lessor and the
lessee.

The term “residual value of the asset” shall refer to the fair value of the leased asset when the term of lease expires as estimated
on the lease beginning date.

The term “unguaranteed residue value” shall refer to the residual value of the leased asset minus the guaranteed residual value of
the lessor.

Article 15

The unrecognized financing charge shall be amortized to each period during the lease term.

The lessee shall adopt the effective interest rate method to calculate and recognize the financing charge in the current period.

Article 16

In calculating the depreciation of a leased asset, the lessee should adopt a depreciation policy for leased assets consistent with
that for depreciable assets which are owned by the lessee.

If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires, the leased
asset shall be fully depreciated over its useful life.

If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of the lease term,
the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life.

Article 17

Contingent rents shall be recognized as an expense in the period in which they are actually incurred.

Chapter IV Accounting Treatments of Lessors in Finance Leases

Article 18

On the beginning date of the lease term, a lessor shall recognize the sum of the minimum lease receipts on the lease beginning date
and the initial direct costs as the entering value in an account of the financing lease values receivable, and record the unguaranteed
residual value at the same time. The balance between the sums of the minimum lease receipts, the initial direct costs and the unguaranteed
residual value, and the sum of their present values shall be recognized as unrealized financing income.

Article 19

The unrealized financing income shall be allocated to each period during the lease term.

The lessor shall calculate the financing income at the current period by adopting the effective interest rate method.

Article 20

The lessor shall, at least at the end of each year, reexamine the unguaranteed residual values.

No adjustment may be made if the unguaranteed residual value increases.

Where there is evidence showing a reduction in the unguaranteed residual value, the interest rate implicit in the lease shall be re-calculated
and the associated reduction of the net investment in the lease shall be recognized as a loss for the current period. The financing
incomes for subsequent periods shall be recognized on the basis of the revised net investment in the lease and the recalculated implicit
interest rate.

The net investment in the lease shall be the difference between the sum of the minimum lease receipts and the unguaranteed residual
value in a finance lease and unrealized financing incomes.

Where the unguaranteed residual value for which a loss has been recognized previously is subsequently recovered, the reversal of the
loss shall be limited to the amount of the loss recognized, and the interest rate implicit in the lease shall be recalculated. The
financing incomes for subsequent periods shall be determined based on the revised net investment in the lease and the re-calculated
implicit interest rate.

Article 21

Contingent rents shall be recorded into the profits and losses of the period in which they actually arise.

Chapter V Accounting Treatments of Lessees in Operating Leases

Article 22

The rents from operating leases shall be recorded by the lessee in the relevant asset costs or the profits and losses of the current
period by using the straight-line method over each period of the lease term, unless there are other more reasonable methods.

Article 23

The initial direct costs incurred by a lessee shall be recognized as the profits and losses of the current period.

Article 24

The contingent rents shall be recorded into the profits and losses of the current period in which they actually arise.

Chapter VI Accounting Treatments of Lessors in Operating Leases

Article 25

A lessor shall include the assets subject to operating leases in relevant items of its balance sheets in light of the nature of the
asset.

Article 26

The rents from operating leases shall be recorded in the profits and losses of the current period by using the straight-line method
over each period of the lease term, unless there are other more reasonable methods.

Article 27

The initial direct costs incurred to a lessor shall be recorded into the profits and losses of the current period.

Article 28

As for the fixed assets subject to operating leases, the lessor shall calculate the depreciation of it by adopting depreciation policy
for similar assets. As for other leased assets, systematic and reasonable methods shall be adopted for its amortization.

Article 29

The contingent rents shall be recorded in the profits and losses of the period in which they actually arise.

Chapter VII Sale and Leaseback Transactions

Article 30

A lessor and a lessee shall recognize a sale and leaseback transaction as a financing lease or an operating lease according to Chapter
II of the present Standard.

Article 31

Where a sale and leaseback transaction is determined as a financing lease, any balance between the sales proceeds and the carrying
amount of the asset shall be deferred and amortized as an adjustment to depreciation in light of the depreciation pattern of the
leased asset.

Article 32

Where a sale and leaseback transaction is determined as an operating lease, any balance between the sales proceeds and the carrying
amount of the asset shall be deferred and amortized as an adjustment to the lease payments in light of the proportion of the lease
payments during the lease term. However, in case any evidence shows that the sale and leaseback transaction is based on the fair
value, the balance between the sales proceeds and the carrying amount of the asset shall be recorded in the profits and losses of
the current period.

Chapter VIII Presentation

Article 33

A lessee shall, in its balance sheet, present the balances between the long-term accounts payable minus the unrecognized financing
charges related to the financing leases, long-term liabilities and long-term liabilities due within 1 year respectively.

Article 34

A lessee shall, in its notes, disclose the following information related to the financing leases:

(1)

the originally recorded carrying amounts at the beginning and the end of the period of each class of leased fixed assets, and the
accumulated depreciation amount;

(2)

the minimum lease payment for each of the next 3 accounting years subsequent to the balance sheet date and the aggregate minimum lease
payment thereafter; and

(3)

The unamortized balance of unrecognized financing charges and the method used to allocate the unrecognized financing charges.

Article 35

A lessor shall, in its balance sheet, present the balances between the financing lease accounts receivable minus the unrealized finance
incomes as long-term liabilities.

Article 36

A lessor shall, in its notes disclose the following information related to the financing leases:

(1)

the minimum lease receipt for each of the next 3 accounting years subsequent to the balance sheet date and the aggregate minimum lease
receipt thereafter; and

(2)

the unamortized balance of unrealized financing income and the method used to allocate the unrealized financing income.

Article 37

As for an important operating lease, the lessee shall, in its notes, disclose the following information:

(1)

the minimum lease payment for the irrevocable operating lease for each of the next 3 accounting years subsequent to the balance sheet
date; and

(2)

the aggregate minimum lease payment thereafter for the irrevocable operating lease.

Article 38

A lessor shall disclose the carrying amount of each class of leased assets in the operating leases.

Article 39

A lessee and a lessor shall disclose each sale and leaseback transaction as well as the significant items in the contract on the sale
and leaseback transaction.

the Ministry of Finance
2006-02-15

CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE ESTABLISHMENT OF THE REPORTING SYSTEM CONCERNING THE INVESTMENT ATTRACTION ACTIVITIES WITHIN OR BEYOND THE BOUNDARY OF THE PEOPLE’S REPUBLIC OF CHINA

Ministry of Commerce

Circular of the General Office of the Ministry of Commerce on the Establishment of the Reporting System concerning the Investment
Attraction Activities within or beyond the Boundary of the People’s Republic of China

In order to strengthen the support and help to the local investment attraction activities, to carry out the Guidance Opinions of the
Ministry of Commerce on Comprehensively Enhancing the Foreign Investment Promotion, and to better serve the locals, the Ministry
of Commerce decides to establish the reporting system concerning the investment attraction activities within/without the territory
of the People’s Republic of China as of the year of 2006. All the local commerce authorities on charge shall, before February 15
of every year, submit to the Department of Foreign Trade of the Ministry of Commerce the information about the local important investment
fairs to be held in the year concerned and about the investment attraction activities involving more than 30 persons to be conducted
without the territory of the People’s Republic of China. Upon the summarization of all the local investment attraction activities,
the Ministry of Commerce will provide the locals with the services as follows:

To grant support to some investment attraction activities with the resources held by the Ministry of Commerce. At present, the Ministry
of Commerce has established reciprocal investment promotion institutions with Japan, Republic of Korea, the United Kingdom, Sweden
and many other countries, conducting annually a series of investment promotion activities. The Ministry of Commerce will integrate
such local investment attraction activities as accord with a certain condition to the activity plans of the reciprocal investment
promotion institutions, or grant support through the intergovernmental reciprocal investment promotion agencies.

II.

To enhance the effectiveness of investment attraction through reporting and coordinating all the local investment attraction activities.
The Ministry of Commerce will, upon the knowledge of the national basic situations and upon the general situation and requirement
of the national investment promotion initiatives, coordinate the time arrangements and links between all the local plans for the
investment attraction activities within/without the territory of the People’s Republic of China, so as to avoid the over-concentration
and malicious competitions.

All the commerce authorities in charge in all provinces, autonomous regions, municipalities under direct control of the Central Government
are required to submit, before March 15, 2006 and in accordance with the pattern of the annexed forms, to the Ministry of Commerce
the local work plans for the year of 2006 (if plan fails to be finally decided yet, the initial plan may be submitted) for the investment
attraction activities within/without the territory of the People’s Republic of China.

Contact Person: Duan Naishan, Wang Yuansi

Telephone: 65197325

Fax: 65197322

E-mail: dnszbj@mofcom.gov.cn, wangyuansi@mofcom.gov.cn

Ministry of Commerce

March 6, 2006

Ministry of Commerce
2006-03-06

RULES FOR THE GENERAL MEETINGS OF SHAREHOLDERS OF LISTED COMPANIES

China Securities Regulatory Commission

Notice of the China Securities Regulatory Commission on Promulgating the Rules for the General Meetings of Shareholders of Listed
Companies

Zheng Jian Fa[2006] No. 21

To all the listed companies,

For the purpose of further regulating the acts of listed companies and ensuring that the general meetings of listed companies lawfully
exercise their functions , the China Securities Regulatory Commission (hereinafter referred to as the CSRC) has amended the Regulatory
Opinions for the General Meetings of Shareholders of Listed Companies which was promulgated and became operative in May 2000 (Zheng
Jian Gong Si Zi [2005] No. 53) in pursuant to the newly amended Company Law and the Securities Law in 2005. It is hereby promulgated,
and please implement them accordingly.

If the announcement or notice of the general meeting of a listed company is too long, the listed company may disclose the summary
of relevant contents on a newspaper or periodical designated by the CSRC, however, the full text thereof shall be published on the
website designated by the CSRC at meantime. The website for the disclosure of listed companies of Shanghai Stock Exchange is https://www.sse.com.cn;
and the website for the disclosure of listed companies of Shenzhen Stock Exchange is https://www.cninfo.com.cn.

The Rules for the General Meetings of Shareholders of Listed Companies shall be implemented as of the date of promulgation. The relevant
general meetings of shareholders involved in the share-trading reform of listed companies shall be governed by other relevant provisions.

All listed companies shall timely amend their Articles of Association and formulate corresponding rules of procedures for the general
meetings of shareholders in light of their respective conditions.

China Securities Regulatory Commission

March 16, 2006

Rules for the General Meetings of Shareholders of Listed Companies

Chapter I General Provisions

Article 1

For the purpose of regulating the acts of listed companies and ensuring the general meetings of listed companies to lawfully exercise
their functions, these Rules are formulated in pursuant to the Company Law of the People’s Republic of China (hereinafter referred
to as the Company Law) and the Securities Law of the People’s Republic of China (hereinafter referred to as the Securities Law).

Article 2

A listed company shall hold sessions of the general meeting of shareholders in strict accordance with the relevant provisions in the
laws, administrative regulations, these Rules and its own articles of association, and shall ensure that shareholders can lawfully
exercise their rights.

The board of directors of a listed company shall practically perform its duties, and shall organize the sessions of the general meeting
of shareholders seriously and timely. All the directors of a listed company shall be diligent and responsible so as to ensure that
the sessions of the general meeting of shareholders are held normally and lawfully exercise its functions.

Article 3

The general meeting of shareholders shall exercise its functions within the scope as prescribed in the Company Law and the Articles
of Association of the company.

Article 4

The sessions of the general meeting of shareholders can be divided into annual sessions and temporary sessions. The former shall be
held once every year within 6 months upon conclusion of the previous accounting year. The latter shall be held irregularly and shall
be held within 2 months if any circumstance for holding such a meeting occurs as it is prescribed in Article 101 of the Company
Law.

If a listed company fails to hold a session of the general meeting of shareholders within the aforesaid time limit, it shall report
it to the dispatched office of CSRC at the locality of the company and the stock exchange where its stocks are listed for trading
(hereinafter referred to as the stock exchange), and shall explain the reasons and make an announcement.

Article 5

When holding a session of the general meeting of shareholders, a listed company shall hire lawyers to issue legal opinions about the
following matters and make an announcement:

(1)

Whether the procedures for convening and holding the session conform to the laws, administrative regulations, these Rules and the
Articles of Association of the company;

(2)

Whether the qualifications of the attendees and the convener are lawful and effective;

(3)

Whether the voting procedures and results of the meeting are lawful and effective; and

(4)

Issue legal opinions about other relevant matters as requested by the listed company.

Chapter II Convening of the General meeting of Shareholders

Article 6

The board of directors shall convene the sessions of the general meeting of shareholders within the time limit as prescribed in Article
4 of these Rules.

Article 7

An independent director has the right to propose the board of directors to hold a temporary session of the general meeting of shareholders.
With respect to the proposal of the independent director for holding a temporary session, the board of directors shall give a written
reply on whether to hold the temporary session or not within 10 days upon receipt of the proposal in accordance with the laws, administrative
regulations and the Articles of Association of the company.

If the board of directors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice on
the temporary session of the general meeting of shareholders within 5 days after the resolution of the board of directors is made.
If the board of directors does not agree to hold a temporary session of the general meeting of shareholders, it shall explain the
reasons and make an announcement.

Article 8

The board of supervisors has the right to propose the board of directors to hold a temporary session of the general meeting of shareholders,
and shall put forward the proposal to the board of directors in written form. The board of directors shall administrative regulations
and the Articles of Association of the company, give a written reply on whether to hold a temporary session or not within 10 days
upon receipt of the proposal in accordance with the laws.

If the board of directors agrees to hold a temporary session, it shall send out a notice on the temporary session of the general meeting
of shareholders within 5 days after the resolution of the board of directors is made; if it makes any modification to the original
proposal in the notice, it shall be consented by the board of supervisors.

If the board of directors does not agree to hold a temporary session of the general meeting of shareholders or fails to give a reply
within 10 days upon receipt of the proposal, it shall be regarded that the board of directors can not or fails to perform the duty
of convening sessions of the general meeting of shareholders, and the board of supervisors may convene and preside over the session
by itself.

Article 9

The shareholders that solely or collectively hold 10% or more shares of a company has the right to propose the board of directors
to hold a temporary session of the general meeting of shareholders, and shall put forward the proposal to the board of directors
in written form. The board of directors shall administrative regulations and the Articles of Association of the company, give a written
reply on whether to hold a temporary session or not within 10 days upon receipt of the proposal in accordance with the laws.

If the board of directors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice within
5 days after the resolution of the board of directors is made; if it makes any modification to the original proposal in the notice,
it shall be consented by the relevant shareholders.

If the board of directors does not agree to hold a temporary session or fails to give feedback within 10 days upon receipt of the
proposal, the shareholders that independently or collectively hold 10% or more shares of the company shall have the right to propose
the board of supervisors to hold a temporary session of the general meeting of shareholders, and shall put forward the request to
the board of supervisors in written form.

If the board of supervisors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice
within 5 days upon receipt of the request; if it makes any modification to the original proposal in the notice, it shall be consented
by the relevant shareholders.

If the board of supervisors fails to send out a notice on the temporary session within the prescribed time limit, it shall be regarded
that the board of supervisors will not convene or preside over the session, and the shareholders that independently or collectively
hold 10% or more shares of the company for consecutively 90 or more days may hold or preside over the session by themselves.

Article 10

Where the board of supervisors or shareholders decide to convene the general meeting of shareholders by itself/themselves, it/they
shall send out a written notice to the board of directors, and put on the records at the dispatched office of CSRC and the stock
exchange.

Before the resolution of the general meeting of shareholders is announced, the proportion of the summoning shareholders shall be not
less than 10%.

When sending out a notice on meeting and circulating an announcement on the resolution of the general meeting of shareholders, the
board of supervisors or shareholders that convene the meeting shall submit the relevant certification materials to the dispatched
office of CSRC at the locality of the company and the stock exchange.

Article 11

With respect to the general meeting of shareholders convened by the board of supervisors or shareholders on its/their own initiative,
the board of directors and its secretary shall cooperate. The board of directors shall provide the register of shareholders on the
date of equity registration. Where the board of directors fails to provide the register of shareholders, the convener may apply to
the securities registration and clearing institution for it upon the strength of the relevant announcement of the notice on convening
the general meeting of shareholders. The register of shareholders offered to the convener shall not be used for other purposes except
for the general meeting of shareholders.

Article 12

The expenses necessary for holding the general meeting of shareholders convened by the board of supervisors or shareholders shall
be borne by the listed company.

Chapter III Proposal and Notification of the General Meeting of Shareholders

Article 13

The contents of a proposal shall be determined by the general meeting of shareholders, which shall have definite topics and specific
matters for resolution, and shall be in accordance with the laws, administrative regulations and the Articles of Association of the
company.

Article 14

The shareholders that independently or collectively hold 3% or more of the shares of a company may put forward a temporary proposal
and submit it to the convener in written form within 10 days before the meeting is held. The convener shall issue a supplementary
notice on the meeting and announce the contents of the temporary proposal within 2 days upon the receipt of the aforesaid proposal.

Unless it is prescribed by the preceding Paragraph, the convener shall not amend the proposal as mentioned in the aforesaid notice
or add any new proposal after sending out a notice on a session of the general meeting of shareholders.

The general meeting of shareholders shall not vote on or make a resolution for any proposal that is not listed in the notice on the
general meeting of shareholders or that is inconsistent with Article 13 of these Rules.

Article 15

The convener shall notify all the shareholders in the form of announcement within 20 days before holding an annual session of the
general meeting of shareholders, and shall notify all the shareholders in the form of announcement within 15 days before holding
a temporary session of the general meeting of shareholders.

Article 16

The notice or supplementary notice on holding a session of the general meeting of shareholders shall thoroughly and completely disclose
the specific contents of all the proposals as well as all the materials or explanations necessary for reasonable judgment of the
matters to be discussed by the shareholders. In case the opinions of an independent director are necessary for any matter to be discussed,
the opinions and the reasons of the independent director shall also be disclosed when the notice or supplementary notice on convening
the general meeting of shareholders is sent out.

Article 17

In case the general meeting of shareholders plans to discuss the election of directors or supervisors, the notice on convening the
general meeting of shareholders shall fully disclose the detailed information about the candidates for directors or supervisors in
the following aspects at least:

(1)

Educational background, work experiences, concurrent positions, and other personal information;

(2)

Whether he has any connected relation with the listed company, controlling shareholders or actual controllers;

(3)

The amount of shares of the listed company he holds; and

(4)

Whether he has been subjected to the punishment of the CSRC or any other relevant department or the reprimand of the stock exchange.

A single proposal shall be put forward for each candidate for directors or supervisors except for the directors or supervisors that
are elected by way of cumulative voting system.

Article 18

The notice on convening the general meeting of shareholders shall indicate the time and place of the meeting and specify the date
of equity registration. The interval between the date of equity registration and the date of meeting shall be not more than 7 working
days. Once the date of equity registration is specified, it shall not be altered.

Article 19

After the notice on convening the general meeting of shareholders is sent out, the session of the general meeting of shareholders
shall not be postponed or cancelled and the proposal listed in the notice on the general meeting of shareholders shall not be cancelled
without justifiable causes. In case of any circumstance for postponement or cancellation of the meeting, the convener shall make
an announcement and explain the reasons at least 2 working days before the date for the planned session of the general meeting of
shareholders.

Chapter IV Holding of a session of the General Meeting of Shareholders

Article 20

A listed company shall hold the sessions of the general meeting of shareholders at its domicile or the place prescribed in its Articles
of Association.

The meetings of the general meeting of shareholders shall be held at a meeting place in the form of live meeting. A listed company
may use safe, economical and convenient network or by any other means for its shareholders to conveniently participate in sessions
of the general meeting of shareholders. The shareholders that participate in the meetings of the general meeting of shareholders
by any aforesaid means shall be regarded as having attended the meeting.

A shareholder may personally attend the meetings of the general meeting of shareholders and exercise his voting right, or may entrust
other person to attend the meetings and exercise the voting right within the scope of authorization.

Article 21

Where a listed company uses the network or any other means to hold meetings of the general meeting of shareholders, it shall clearly
state the time of voting and the procedures for the shareholders to vote through network or by other means.

The voting through network or by other means for the general meeting of shareholders shall be started not earlier than 3: 00 p.m.
on the day before the live meeting of the general meeting of shareholders is held and not later than 9: 30 a.m. on the day when the
live general meeting of shareholders is held, and shall be concluded not earlier than 3: 00 p.m. on the day when the live general
meeting of shareholders ends.

Article 22

The board of directors or any other convener shall take necessary measures to guarantee the normal order of the general meeting of
shareholders. Measures shall be taken to deter any act of intervening in the general meeting of shareholders, picking quarrels, provoking
troubles or damaging the lawful rights and interests of any shareholder, and it shall be timely reported to the relevant department
for investigation and punishment.

Article 23

All the shareholders or their agents registered on the date of equity registration shall be enpost_titled to attend the meetings of the
general meeting of shareholders, and the listed company or the convener shall not refuse them under any pretext.

Article 24

A shareholder shall attend the meetings of the general meeting of shareholders upon the strength of his stock account certificate,
identification card or any other valid certificates or proof that can prove his identity. An agent shall also submit the letter of
attorney issued by the shareholder as well as his own valid identification card.

Article 25

The convener and lawyer shall jointly assess the validity of the shareholders’ qualifications in light of the shareholders’ register
provided by the securities registration and settlement institution, and shall register the names of the shareholders and the amount
of their voting shares. The registration for a meeting shall be terminated before the presider of the meeting announces the number
of shareholders and agents that attend the meeting and the total amount of their voting shares.

Article 26

Where a listed company holds a session of the general meeting of shareholders, all the directors, supervisors and the secretary of
the board of directors shall attend the meeting, and the managers and other senior managers shall attend the meeting as nonvoting
delegates.

Article 27

The sessions of the general meeting of shareholders shall be held by the chairman of the board of directors. Where the chairman cannot
perform his duties or fails to perform his duties, the deputy chairman of the board of directors shall preside over the meeting;
where the deputy chairman can not perform his duties or fails to perform his duties neither, half of the directors or more shall
uniformly recommend one director to preside the meeting.

Where the board of supervisors convenes the general meeting of shareholders by itself, the chairman of the board of supervisors shall
preside over the meeting. Where the chairman cannot perform his duties or fails to perform his duties, the deputy chairman of the
board of supervisors shall preside over the meeting; where the deputy chairman still can not perform his duties or fails to perform
his duties, half of the supervisors or more shall uniformly recommend one supervisor to preside over the meeting.

Where the shareholders convene any session of the general meeting of shareholders by themselves, the conveners shall recommend one
representative to preside over the meeting.

A listed company shall formulate the rules of procedure for the general meeting of shareholders. In case that the presider of the
meeting violates the rules of procedure and makes it difficult for the general meeting of shareholders to continue in the process
of general meeting of shareholders the general meeting of shareholders may recommend one person as the presider of the meeting upon
consent of half of the voting shareholders that are present at the meeting.

Article 28

At an annual session of the general meeting of shareholders, the board of directors and the board of supervisors shall report their
work of the previous year respectively to the general meeting of shareholders, and each independent director shall also make his
duty report correspondingly.

Article 29

The directors, supervisors and senior managers shall make explanation and statement the inquiries of shareholders at the general meeting
of shareholders.

Article 30

The presider of a meeting shall declare the number of shareholders and their agents attending the meeting as well as the total amount
of their voting shares before the casting votes, and the number of shareholders and their agents attending the meeting or the total
amount of their voting shares shall be that as indicated in the meeting’s register.

Article 31

In case a shareholder has any relation with the matters to be deliberated at the general meeting of shareholders, he/it shall withdraw
from the voting, and its voting shares shall not be included in the total amount of voting shares of the shareholders that attend
the general meeting of shareholders.

The listed company has no voting right for the shares it holds, and such part of shares shall not be included in the total amount
of voting shares of the shareholders that attend the general meeting of shareholders.

Article 32

When the general meeting of shareholders votes for the election of directors or supervisors, the cumulative voting system may be implemented
according to the provisions in the Articles of Association of the company or the resolution of the general meeting of shareholders.

The “cumulative voting system” as mentioned in the preceding Paragraph means that each share has the number of voting right identical
to the number of directors or supervisors to be elected, and the voting right owned by the shareholders may be cumulatively used
when the general meeting of shareholders elects the directors or supervisors.

Article 33

Except for the cumulative voting system, the general meeting of shareholders shall vote on all the proposals item by item, and shall
vote on the proposals on the basis of the time sequence when the proposals are put forward if there are more than one proposals for
one matter. The general meeting of shareholders shall not suspend the voting of the proposals unless the meeting of the general meeting
of shareholders is paused or no resolution can be made due to force majeure or any other special reason,.

Article 34

When the general meeting of shareholders deliberates a proposal, it shall not amend the proposal, otherwise, the relevant alteration
shall be regarded as a new one and shall not be voted at the present session of the general meeting of shareholders.

Article 35

A voting right can be exercised through only one means of on the spot, through network or by any other means of voting. The first
voting result shall prevail where one voting right is repeatedly exercised.

Article 36

The shareholders attending the general meeting of shareholders shall deliver any of the following kinds of opinions about the proposals
put forward for voting: consent, objection or abstention.

Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted,
the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded
as “abstention”.

Article 37

Before the general meeting of shareholders votes on proposals, it shall recommend two shareholders to take part in the calculation
and monitoring of the cast of ballots. In case any matter for deliberation has any relation with any shareholder, this shareholder
and his agent shall not take part in the calculation or monitoring of the cast of ballots.

When the general meeting of shareholders is voting on the proposals, the lawyers, representatives of shareholders and supervisors
shall be jointly responsible for the calculation and monitoring of ballots.

The shareholders or their agents of a listed company that vote through network or by any other means have the right to consult their
voting results through the corresponding voting system.

Article 38

The live meetings of the general meeting of shareholders shall not end earlier than the time when the voting through network or by
any other means ends. The presider of the meeting shall declare the voting and result of each proposal at the meeting, and announce
whether the proposal has been adopted according to the voting result.

Before the voting result is formally announced, the listed company, vote counters, vote supervisors, main shareholders and the network
service provider, etc. involved in the voting of the general meeting of shareholders on the spot, through network or by any other
means, shall be obliged to keep secrets to themselves.

Article 39

The resolution of the general meeting of shareholders shall be announced in a timely manner, and the announcement shall indicate the
number of shareholders and agents that attended the meeting, the total amount of their voting shares and its proportion to the total
voting shares of the company, the voting method, the voting result of each proposal and detailed contents of each resolution.

A listed company that issues foreign capital stocks listed in China shall respectively audit and announce the situation of the attendance
of the shareholders of domestic and foreign capital stocks at the meeting and that of their voting.

Article 40

If a proposal is not adopted or the general meeting of shareholders modifies the resolution of any previous session of the general
meeting of shareholders, it shall give a special explanation in the announcement on the resolution of the general meeting of shareholders.

Article 41

The secretary of the board of directors shall take charge of the records on the general meeting of shareholders, and the aforesaid
records shall indicate the following contents:

(1)

The time, place, rules of procedure of the meeting, the name of the convener;

(2)

The name of the presider of the meeting, the directors, supervisors, the secretary of the board of directors, managers and other senior
managers that attend the meeting or attend the meeting as nonvoting delegates;

(3)

The number of shareholders and agents that attend the meeting, the total amount of their voting shares and its proportion to the total
amount of shares of the company;

(4)

The process of deliberation of each proposal, the minutes of the speeches and the voting results;

(5)

The inquiries or suggestions of the shareholders as well as the corresponding replies or explanations;

(6)

The name of lawyers, vote counters, and supervisors; and

(7)

Other contents that shall be indicated in the records of the meeting as prescribed by the Articles of Association of the company.

The directors, secretary of the board of directors, convener or their agents that attend the meeting as well as the presider of the
meeting shall affix their signatures to the records of the meeting, and ensure that the contents are authentic, accurate and complete.
The records of the meeting shall be kept together with the book of signatures of shareholders that attend the meeting, the letters
of attorney for the agents as well as the valid materials about the voting through network or by any other means, and the preservative
term shall be 10 years or more.

Article 42

The convener shall ensure that the meeting of the general meeting of shareholders go on smoothly until the final resolution is made.
Where the general meeting of shareholders is paused or no resolution can be made due to force majeure or any other special cause,
necessary measures shall be taken to resume the meeting of the general meeting of shareholders or the meeting shall be directly terminated,
and an announcement shall be made in a timely manner. At the same time, the convener shall report it to the dispatched office of
the CSRC at the locality of the company and the stock exchange.

Article 43

Where the general meeting of shareholders adopts the proposal on the election of relevant directors or supervisors, the newly appointed
directors or supervisors shall take their posts according to the Articles of Association of the company.

Article 44

Where the general meeting of shareholders adopts the proposal on cash dividends, gift shares or stock dividends from capital reserves,
the listed company shall implement the specific scheme within 2 months upon conclusion of the general meeting of shareholders.

Article 45

A resolution of the general meeting of shareholders shall be invalidated if it violates any of the laws or administrative regulations.

If the procedures for convening the general meeting of shareholders or the voting method is no pursuant to any of the laws, administrative
regulations or the Articles of Association of the company, or the contents of the resolution are not pursuant to the Articles of
Association of the company, the shareholders may request the people’s court to cancel it within 60 days after the resolution is made.

Chapter V Supervisory Measures

Article 46

If a listed company fails to hold a meeting of the general meeting of shareholders without justifiable causes within the term as prescribed
by these Rules, the stock exchange has the right to suspend the listing of stocks and derivatives of the company that are listed
on this stock exchange, and require the board of directors to give explanations and make an announcement.

Article 47

If the convening or holding of the sessions of the general meeting of shareholders or the relevant information disclosure is not in
line with any of the laws, administrative regulations, these Rules or the Articles of Association of the company, the CSRC and its
dispatched office have the right to order the listed company or its relevant principals to make corrections within a time limit,
and the stock exchange shall give a public reprimand.

Article 48

If a director, supervisor or the secretary of the board of directors violates any of the laws, administrative regulations, these Rules
or the Articles of Association of the company or fails to practically perform duties, the CSRC and its dispatched office have the
right to order him/it to make corrections and the stock exchange shall give a public reprimand; if the circumstance is serious or
he/it fails to make corrections, the CSRC may prohibit the relevant persons from coming into the securities market.

Chapter VI Supplementary Provisions

Article 49

Where there are other provisions on the general meeting of shareholders of the listed companies that issues foreign capital stocks
in relevant laws, administrative regulations or documents, such provisions shall prevail.

Article 50

The “announcement” or “notice” as mentioned in these Rules shall refer to the relevant information disclosure on the newspapers or
periodicals designated by the CSRC. If the announcement or notice is too long, the listed company may disclose the summary of relevant
contents on the newspapers or periodicals designated by the CSRC. However, the full text shall be also published on the website designated
by the CSRC at meantime.

The expression “supplementary notice on the general meeting of shareholders” as mentioned in these Rules shall be announced on a designated
newspaper or periodical that publishes the notice of the meeting.

Article 51

The “or more” or “within” as mentioned in these Rules shall contain the said figure itself, while the “exceeding”, “less than” or
“more than” shall not contain the said figure itself.

Article 52

The power to interpret these Rules shall remain with the CRCS.

Article 53

These Rules shall come into force as of the date of promulgation. The Guiding Opinions of the General assembly of Shareholders of
the Listed Company (Zheng Jian Gong Si Zi [2000] No. 53) promulgated on May 18, 2000 and the Guidelines for th

NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE MEASURES FOR THE ADMINISTRATION OF THE COLLECTION OF SPECIAL PETROLEUM PROCEEDS

Ministry of Finance

Notice of the Ministry of Finance on Printing and Distributing the Measures for the Administration of the Collection of Special Petroleum
Proceeds

Cai Qi [2006] No. 72

To the departments (bureaus) of public finance of all provinces, autonomous regions, municipalities directly under the Central Government
and cities under separate state planning, the relevant ministries and commissions of and the relevant institutions directly under
the State Council, China National Petroleum Corporation, China Petrochemical Corporation and China National Offshore Oil Corporation,

In light of the Decision of the State Council on the Collection of Special Petroleum Proceeds (Guo Fa [2006] No. 13), we hereby formulate
the Measures for the Administration of the Collection of Special Petroleum Proceeds, which are hereby printed and distributed to
you, please implement them accordingly.

Appendix: Measures for the Administration of the Collection of Special Petroleum Proceeds

Ministry of Finance

March 25, 2006 Appendix:Measures for the Administration of the Collection of Special Petroleum Proceeds

Article 1

These Measures are formulated in order to promote the reform of the petroleum pricing mechanism, promote the continuous, healthy and
balanced development of national economy and regulate the administration of the collection of special petroleum proceeds.

Article 2

The “special petroleum proceeds” mentioned in these Measures shall refer to the proceeds on a certain proportion of the excessive
returns obtained from their sales of domestic crude oil when the price thereof exceeds a certain level, which is collected by the
State from the petroleum exploitation enterprises.

Article 3

All the enterprises that independently exploit and sell the crude oil within the territorial lands and waters of the People’s Republic
of China and other enterprises that exploit and sell crude oil in the form of equity or contractual joint venture in the above-mentioned
fields (hereinafter referred to as the equity or contractual joint ventures) shall pay special petroleum proceeds according to these
Measures.

Article 4

The special petroleum proceeds are non-tax incomes of the state revenue and shall be incorporated into the management of state budgetary
revenues.

Article 5

The Ministry of Finance shall be responsible for the administration of the collection of special petroleum proceeds. The petroleum
exploitation enterprises directly under the Central Government shall declare and pay special petroleum proceeds to the Ministry of
Finance, and the local petroleum exploitation enterprises shall declare and pay special petroleum proceeds to the financial supervision
commissioners’ offices dispatched by the Ministry of Finance, and the special petroleum proceeds for the joint and contractual joint
venture shall be withheld by the Chinese party.

Article 6

The special petroleum proceeds shall be collected at excessive progressive advalorem rates for five grades, and be calculated on a
monthly basis and paid on a quarterly basis.

Article 7

The ratio for the collection of special petroleum proceeds shall be determined on the basis of the monthly weighted average price
of the crude oil sold by the petroleum exploitation enterprises. For the purpose of facilitating the reference to the oil price on
international market, the price of crude oil shall be calculated at the ratio of US Dollars per barrel, and the starting point shall
be USD 40 per barrel.

The specific ratio of collection and the quick calculation deduction are prescribed in the following form (see the attached form for
the formula of calculation): htm/e04859.htmPrice of Crude Oil

Price of Crude Oil (US Dollars PerBarrel)	Ratio of Collection	Quick Calculation Deduction (US Dollars Per Barrel)
40-45 (included)	20%	0.00
45-50 (included)	25%	0.25
50-55 (included)	30%	0.75
55-60 (included)	35%	1.50
More than 60	40%	2.50

Article 8 When the special petroleum proceeds are calculated, the ratio between tonnage and barrels of crude oil shall be calculated
in light of the ratio between tonnage and barrels of the oil type actually implemented or adopted by a petroleum exploitation enterprise;
and the exchange rate between US Dollars and Renminbi shall be averagely calculated on the monthly basis at the middle price published
every day in the current month by the People’s Bank of China.

Article 9 Where a petroleum exploitation enterprise group has several affiliated petroleum exploitation enterprises, the special
petroleum proceeds shall be collected and paid by the petroleum exploitation enterprise group.

Article 10 The petroleum exploitation enterprises that pay special petroleum proceeds shall faithfully fill in the forms for the
declaration of special petroleum proceeds (see attached form), and after the collection, all the enterprise groups shall declare
and pay the special petroleum proceeds to the organs of public finance within ten working days upon the expiration of each quarter.

Article 11 The organ of public finance shall carefully examine the forms for the declaration of special petroleum proceeds reported
by petroleum exploitation enterprise groups and confirm the amount of special petroleum proceeds that the petroleum exploitation
enterprises should pay in written form. A petroleum exploitation enterprise shall turn over them into the central treasury within
five working days upon receipt of the written confirmation notification.

Article 12 The "common payment forms" uniformly printed under the supervision of the Ministry of Finance shall be generally
used for the payment of special petroleum proceeds. All the items in the payment forms shall be completely and correctly filled in.
The "Ministry of Finance" shall be filled in the column of the "organ of public finance", the "level of
the Central Government" shall be filled in the column of the "budgetary grade", and the "special petroleum proceeds"
of clause 7113 in the category 71 of "other incomes" shall be filled in the column of "budgetary category".

Article 13 In case a petroleum exploitation enterprise fails to pay special petroleum proceeds within the prescribed time limit and
in full amount, the organ of public finance shall order it to pay them within the time limit, and impose a late fee at the rate of
0.05% for each day as of the date of delay.

Article 14 No organ of public finance may illegally reduce or exempt the special petroleum proceeds that the petroleum exploitation
enterprises should pay.

Article 15 The special petroleum proceeds shall be incorporated into the costs and expenses of the enterprises, and the enterprise
income tax thereof can be deducted before the tax payment.

Article 16 In case a petroleum exploitation enterprise fails to pay special petroleum proceeds according to these Measures, the organ
of public finance shall punish it according to the Regulation on the Penalties and Sanctions against Illegal Fiscal Acts.

Article 17 These Measures shall come into force as of March 26, 2006.

Article 18 The power to interpret these Measures shall remain with the Ministry of Finance.

Attached Form: Form for the Declaration of Special Petroleum Proceeds (omitted)

CIRCULAR OF CHINA FOREIGN EXCHANGE TRADING CENTER AND NATIONAL INTER-BANK FUNDING CENTER PERTINENT TO THE PROMULGATION OF THE RULES FOR THE SWAP TRANSACTIONS OF RMB VERSUS FOREIGN EXCHANGE IN FOREIGN EXCHANGE MARKET OF THE NATIONAL INTER-BANK

Circular of China Foreign Exchange Trading Center and National Inter-bank Funding Center pertinent to the Promulgation of the Rules
for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank

Zhong Hui Jiao Fa [2006] No.118

All the members of inter-bank forward transactions of RMB versus foreign exchange,

In accordance with the Reply of State Administration of Foreign Exchange pertinent to the Promulgation of the Rules for the Swap Transactions
of RMB versus Foreign Exchange by China Foreign Exchange Trading Center (Hui Fa [2006] No. 87), the Rules for the Swap Transactions
of RMB versus Foreign Exchange in the National Inter-bank Foreign Exchange Market are hereby promulgated by China Foreign Exchange
Trading Center, please implement them accordingly.

Annex: Rules for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank

China Foreign Exchange Trading Center

National Inter-bank Funding Center

April 21, 2006
Annex:
Rules for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank
Chapter I General Provisions

Article 1

In order to regular the order of swap transactions of RMB versus foreign exchange in the national inter-bank foreign exchange market
and maintain the lawful rights and interests of the members of RMB/foreign exchange swap market (hereinafter referred to as the members),
these Trading Rules (hereinafter referred to as these Rules) are instituted in accordance with the Regulation of the People’s Republic
of China pertinent to Foreign Exchange Control, the Interim Provisions pertinent to Managing Inter-bank Foreign Exchange Market (Yin
Fa [1996] No.423), the Circular of the People’s Bank of China on Related Issues pertinent to Speeding up the Development of Foreign
Exchange Market and other related provisions.

Article 2

The “inter-bank swap transactions of RMB versus foreign exchange (hereinafter referred to as swap transactions)” mentioned in these
Rules refer to two exchanges between RMB and foreign currency on two different settlement dates and with the opposite direction that
are agreed on by both parties. On the first exchange of currency, one party uses foreign exchange to exchange RMB from the other
party at the stipulated exchange rate, and in the second exchange of currency, the latter party uses RMB to exchange the equivalent
foreign exchange of the same currency from the former party at another stipulated exchange rate; or vice versa. Of which, the exchange
on the former settlement date shall be enpost_titled as the close-to-carrier transaction and the exchange on the latter settlement date
shall be enpost_titled as the remote transaction.

Article 3

The membership management system shall be carried out in the national inter-bank foreign exchange market. Under the supervision of
the State Administration of Foreign Exchange (SAFE), Chinese Foreign Exchange Trading Center (hereinafter referred to as the “Trading
Center”) shall take charge of providing a trading system (hereinafter referred to as the trading system) for swap transactions between
the members.

Chapter II Management of Members

Article 4

The “members” mentioned in these Rules refer to the financial institutions or non-financial enterprises that have gotten the archival
filing qualifications of the SAFE for swap transactions for not less than six months and are carrying out swap transactions in the
Trading Center.

Article 5

Those traders who have gotten qualification certificates issued by the Trading Center shall not do swap transactions in the Trading
Center until they have taken part in the related professional trainings given by the Trading Center. A member shall appoint qualified
traders to do transactions on behalf thereof, and bear the responsibility for the transactions done by the traders.

Article 6

A member shall set up and improve an internal management system and a risk prevention mechanism, take practical and effective measures
to make monitoring and management on the swap risk, sign a Master Agreement concerning Forward and Swap Transactions of RMB versus
Foreign Exchange in the National Inter-bank Foreign Exchange Market (hereinafter referred to as the Master Agreement) and abide by
the laws, regulations and other related provisions concerning the inter-bank foreign exchange market.

Chapter III Trading System

Article 7

The inter-bank swap trading system is open to the market at 9:30 to 17:30 Beijing Time every week except Saturday and Sunday, and
is not open to the market on legal holidays of China. The trading time may be modulated in accordance with the alteration of market
demands after being reported to the SAFE by the Trading Center for archival filing.

Article 8

In case of force majeure, the Trading Center may, after reporting to the SAFE for archival filing, announce to suspend all or part
of the transactions. After the aforesaid factor is eliminated, the Trading Center shall immediately resume the trading and timely
notify the members.

Article 9

A trader shall comply with the related provisions concerning the trading system, and voluntarily maintain the market order. If in
violation of the provisions, any trader may be given a verbal warning by the Trading Center, circulated in a written report of criticism,
or even his qualification of traders may be cancelled in accordance with the circumstances. If the circumstances are serious, the
member shall take the responsibility.

Chapter IV Quotation and Transaction

Article 10

A member shall make quotations and do transactions by the trading system of the Trading Center.

Article 11

A swap transaction shall be carried out by using foreign currencies as the objects, and the market price of the inter-bank spot foreign
exchange market on the trading date recognized by both parties to the transaction shall be followed for the spot exchange rate referred
to calculate the transaction price or swap points.

Article 12

Both parties to a transaction shall negotiate with each other and determine the type of currency, amount, time limit, exchange rate,
transaction price (swap points) and settlement arrangement for the swap transaction, but the stipulations of both parties shall not
conflict with the related provisions in these Rules.

Article 13

After a swap transaction is entered into, the swap trading record (hereinafter referred to as the “trading record”) created by the
trading system shall be the certification that the swap transaction between both parties has been completed, and the trading record
shall go into effect after being confirmed by both parties in the trading system. Both parties to the transaction may, in accordance
with the requirements of actual situations, sign a supplementary agreement only suitable for them related to the breach of contract,
termination of the contract and the handling measures that have not been clarified in the Master Agreement. The trading record, supplementary
agreement (if any) and Master Agreement shall make up a complete swap transaction contract together. The clause in the Master Agreement
shall prevail if the stipulations between both parties to the transaction go against the applicable law article or dispute settlement
clause in the Master Agreement.

Chapter V Delivery and Settlement

Article 14

The capital delivery on the day of close-to-carrier settlement and on the day of remote settlement for a swap transaction may employ
the settlement method of delivery of total amount of principal or the balance settlement method. The RMB or foreign exchange capital
shall be paid to the capital account designated by the transaction opponent on the settlement day by both parties to the transaction.

Article 15

If the settlement day of a swap transaction is a statutory holiday of a currency issuing country or region, both parties shall negotiate
with each other and determine the date on which the capital to be actually delivered according to international practice.

Chapter VI Emergency Transactions and Cancellation Transactions

Article 16

Both parties to the transaction may make an emergency transaction if the swap trading system can’t transact in a normal way or create
trading records because of the trouble in its equipment or communications circuit,.

Article 17

An emergency transaction shall be a trading act under the operation of the Trading Center upon authorization of a member, and the
member shall be responsible for all the legal consequences for the transaction completed by the Trading Center on commission.

Article 18

The specific practice of an emergency transaction shall be:

If any member is unable to enter into the swap trading system, the Trading Center shall, after both parties to the transaction have
completed a transaction through negotiation, type the trading record standing for the member and fax the trading record to the number
designated by the member.

If any member has completed a transaction through the swap trading system, but the trading record is unable to be created, the Trading
Center may print the trading record for the member on commission, and fax it to the number designated by the member.

Article 19

For a swap transaction completed upon confirmation of the trading system of the Trading Center, if both parties to the transaction
agree to cancel it upon negotiation, both parties shall sign their names and give an explanation of the reasons for cancellation
on the trading record created in the trading system, which shall be under a valid seal of the trading department and/or shall be
signed by the chief trader, and both parties shall fax the aforesaid trading record to the number as designated by the Trading Center
and immediately call the persons designated by the Trading Center to notify and confirm. The Trading Center shall, upon receipt of
the faxes sent by both parties and upon finding no error after verification, cancel the aforesaid transaction in the trading system.

Article 20

Within 30 minutes before closing the quotation, the Trading Center shall not accept the applications for emergency transactions or
cancellation transactions submitted by the members in general.

Article 21

For the swap transactions that are cancelled upon request of the members, the Trading Center shall record down the request for cancellation
put forward by the initiator, and for the members that frequently cancel transactions, they shall be regularly publicized by the
Trading Center, and be taken into consideration when choosing excellent members through public appraisal.

Chapter VII Charges

Article 22

The Trading Center shall provide services of swap transactions to the members according to the principle of paid services.

Article 23

According to the Charging Scheme of the Inter-bank Foreign Exchange Market, the Trading Center shall charge the trading commissions
from both parties on a quarterly basis of 0.001% of close-to-carrier RMB amount of a swap transaction.

Article 24

According to the market conditions, the Trading Center may make a modulation on the charging rates for swap transactions after reporting
them to the SAFE for approval.

Chapter VIII Information Disclosure

Article 25

Upon authorization of the SAFE, the Trading Center shall take charge of routine statistics, market monitoring and related information
disclosure pertinent to sap transactions, and announce the market conditions pertinent to swap transactions and other supplementary
trading information to the members by means of the trading terminal.

Chapter IX Supplementary Provisions

Article 26

If any trading party try to gain unjustifiable purposes by malicious collusion or intentional breach of contract, or disturb the
foreign exchange market order by any unjustifiable means, it shall be announced by the Trading Center. If the circumstances are serious,
it shall be reported to the SAFE by the Trading Center, and the SAFF shall carry out a punishment of suspension or even revocation
of its membership qualification.

Article 27

If there is any dispute between both parties to a swap transaction, the original records pertinent to the related transaction may
be provided by the Trading Center upon request of one party or both parties.

Article 28

If any member fails to pay the commissions for swap transactions on time or illegally use the related information pertinent to swap
transactions provided by the Trading Center, and has not made corrections timely upon persuasion, it may be suspended its operational
power of doing swap transactions through the system terminal of the Trading Center by the Trading Center.

Article 29

The Trading Center shall be responsible for interpreting these Rules.

Article 30

These Rules shall go into effect as of the date of promulgation.

China Foreign Exchange Trading Center, National Inter-bank Funding Center
2006-04-21

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ANNOUNCEMENT OF THE LIST OF INVALIDATED AND ABOLISHED REGULATORY DOCUMENTS ON TAXATION

Circular of the State Administration of Taxation on the Announcement of the List of Invalidated and Abolished Regulatory Documents
on Taxation

Guo Shui Fa [2006] No. 62

The state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central
Government cities specifically designated in the state plan, and Institute of Continuing Tax Education of Yangzhou:

In light of the requirements of the Circular of the State Council on Printing and Distributing the Implementation Outlines for Pushing
Forward Administration by Law in an All-Round Way (No. 010 [2004] of the State Council), the State Administration of Taxation has
sorted out all existing rules, regulations and regulatory documents of the tax organs. Hereby you are notified of the sort-out result
as follows:

290 rules, regulations and regulatory documents of the tax organs, whose full texts have been invalidated or abolished

Circular of the State Administration on Tightening up the Registration System for the Receipt and Purchase of Special Invoices of
Value-added Tax (Guo Shui Fa [1995]No. 101)

Circular of the State Administration on Printing and Distributing the Notice about the Provisions on the Tax Amounts for Goods and
Taxable Services Calculated and Filed by General Taxpayers of Value Added Tax according to the Old Tax System (Guo Shui Fa [1993]
No. 152)

Circular of the State Administration of Taxation on the Treating Opinions concerning the Tax Payments Already Made for Inventories
at the Beginning Period by Enterprises Subject to Value Added Tax (Guo Shui Fa [1994] No. 060)

Circular of the State Administration of Taxation on Printing and Distributing the Amended Measures for the Filing of Tax Returns
by General Taxpayers of Value Added Tax (Guo Shui Fa [1995] No. 196)

Circular of the State Administration of Taxation on Making Supplements to and Amending the Measures for the Filing of Tax Returns
by General Taxpayers of Value Added Tax (Letter Guo Shui Han Fa [1995] No. 670)

Circular of the State Administration of Taxation on Checking and Cleaning Up the General Taxpayers of Value Added Tax (Guo Shui Fa
[1997] No. 038)

Circular of the State Administration of Taxation on Amending the Measures for the Filing of Tax Returns by General Taxpayers of Value
Added Tax (Guo Shui Fa [1999] No. 029)

Circular of the State Administration of Taxation on Further Pushing Forward the VAT Anti-Counterfeiting Tax Control Certification
System (Guo Shui Fa [1999] No. 139)

Circular of State Administration of Taxation on the Issues Concerning the Offset of the Balance of Tax Payments Already Made for
Inventories at the Beginning Period by Enterprises Subject to Value Added Tax (Guo Shui Fa [2000] No. 003)

10.

Circular of State Administration of Taxation on Printing and Distributing the Interim Measures for the Management of the VAT Anti-Counterfeiting
Tax Control Host Computer Sharing Service System (Guo Shui Fa [2003] No. 018)

11.

Circular of the State Administration of Taxation on Printing and Distributing the Detailed Provisions on the Value Added Tax on Electrical
Products (Guo Shui Fa [1994] No. 064)

12.

Circular of the State Administration on Some Issues Concerning the Value Added Tax on Electrical Products (Guo Shui Han Fa [1994]
No. 572)

13.

Reply of the State Administration of Taxation on the Issues Concerning the Refund of Value Added Tax to Enterprises Operated by Schools
(Guo Shui Han Fa [1996] No. 310)

14.

Circular of the State Administration of Taxation on the Issues Concerning the Offset of Freight after the Price Adjustment in Railway
Cargo Transport (Guo Shui Han Fa [1999] No. 124)

15.

Circular of the State Administration of Taxation on Some Issues Concerning the Offset of Input Tax Amount of Cotton (Guo Shui Fa
[1999] No. 136)

16.

Reply of the State Administration of Taxation on the Issues Concerning the Determination of the Business Nature of Power Supply Enterprises
at the County Level (Guo Shui Han Fa [1999] No. 847of the State Administration of Taxation)

17.

Circular of the State Administration of Taxation on Amending the Circular of the State Administration of Taxation about Revising
Notes to “Feed” and Strengthening the Management on Exemption of Value Added Tax (Guo Shui Fa [2000] No. 093)

18.

Circular of the State Administration of Taxation on the Issues Concerning the Calculation of Input Tax Amount of Inventories of Commercial
Cotton (Guo Shui Han Fa [2000] No. 504)

19.

Circular of the State Administration of Taxation on the Suspension of the Implementation of the Notice of the State Administration
of Taxation on Revising the Notes to “Feed” and Strengthening the Management on Collection and Exemption of Value Added Tax on Feed
(Guo Shui Fa [2000] No. 132)

20.

Circular of the State Administration of Taxation on Strengthening Some Issues Concerning the Administration of Collection of Value
Added Tax on Trade Enterprises (Guo Shui Fa [2001] No. 073)

21.

Circular of the State Administration of Taxation on Some Issues Concerning the Value Added Tax on China Petrochemical Corporation
(Guo Shui Han Fa [2001] No. 384)

22.

Reply of the State Administration of Taxation on Issues Concerning the Value Added Tax Policies on Discarded Automobile Recycling
Enterprises (Guo Shui Han Fa [2002] No. 016)

23.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on Power Enterprises in 2003 (Guo Shui Fa Ming
Dian [2004] No. 001of the State Administration of Taxation)

24.

Supplementary Circular of the State Administration of Taxation on the Collection of Value Added Tax on Power Enterprises in 2003
(Guo Shui Fa Ming Dian [2004] No. 005)

25.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on Electrical Products in 2004 (Guo Shui Fa
[2004] No. 680)

26.

Circular of the State Administration of Taxation on Conducting Inspections on the Computers for VAT Special Invoice (Guo Shui Fa
[1994] No. 134)

27.

Circular of the State Administration of Taxation on the Management of the Old Version of Special Invoices of Value Added Tax Obtained
by Taxpayers after July 1, 1994 (Guo Shui Fa [1994] No. 237)

28.

Circular of the State Administration of Taxation on the Strict Control of the Scope of Use of Special Invoices of Value Added Tax
(Guo Shui Fa [1995] No. 088)

29.

Supplementary Circular of the State Administration of Taxation on Strengthening the Management of the Filling and Issuance of Special
Invoices of Value Added Tax (Guo Shui Fa [1995] No. 162)

30.

Circular of the State Administration of Taxation on the Interim Measures for the Management of the Operations of the Anti-forgery
Tax-control Certification System for Special Invoices of Value Added Tax (Guo Shui Fa [1995] No. 233)

31.

Circular of the State Administration of Taxation on the Million-Yuan Special Invoices of Value Added Tax Issued by Tax Organs on
Behalf of Others through the Anti-forgery Tax-control Certification System (Guo Shui Han Fa [1997] No. 072)

32.

Circular of the State Administration of Taxation on the Abolishment of All Value Added Tax Special Invoices of the 1994 Version (Guo
Shui Han Fa [1997] No. 440)

33.

Circular of the State Administration of Taxation on the Issues Concerning the Use of Value Added Tax Special Invoices of the New
Version (Guo Shui Han Fa [2000] No. 237)

34.

Circular of the State Administration of Taxation on Strengthening the Management of the Issuance of Value Added Tax Special Invoices
by Tax Organs on Behalf of Others (Guo Shui Fa [2004] No. 068)

35.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on All Kinds of Off-price Fees of Power Enterprises
(Guo Shui Fa [1994] No. 185)

36.

Circular of the State Administration of Taxation on the Value Added Tax on the Incomes of Power Enterprises from the Right to Use
Electricity and Other Items (Guo Shui Fa [1998] No. 200)

37.

Circular of the State Administration of Taxation on the Pages of the Value Added Special Invoices (Guo Shui Fa [1994] No. 010)

38.

Circular of the State Administration of Taxation on the Utilization of Value Added Tax Special Invoices (Guo Shui Fa [1994] No. 057)

39.

Circular of the State Administration of Taxation on the Offset of the Input Tax Amounts of Railway Freight (Guo Shui Fa [2000] No.
014)

40.

Reply of the State Administration of Taxation on the Determination of Dodged Tax Amounts (Guo Shui Han Fa [1995] No. 564)

41.

Reply of the State Administration of Taxation on the Collection of Sales Tax on the Fund Occupation Fees Charged by Rural Cooperative
Foundations (Guo Shui Han Fa [1995] No. 065)

42.

Reply of the State Administration of Taxation on the Collection of Sales Tax on Construction Installation Subsidiaries of Enterprises
(Entities) (Guo Shui Han Fa [1995] No. 191)

43.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Financial Leasing Business (Guo Shui Han Fa [1995]
No. 656)

44.

Circular of the State Administration of Taxation on the Payment of Sales Tax Made by the National Development Bank in a Centralized
Manner (Guo Shui Han Fa [1995] No. 669)

45.

Reply of the State Administration of Taxation on the Collection of Sales Tax on the Meat Product Quarantine Fees Charged by Animal
Quarantine Stations (Guo Shui Han Fa [1996] No. 297)

46.

Reply of the State Administration of Taxation on the Application of Tax Items of Sales Tax to the Incomes of Hubei Branch of China
Southern Airlines Co., Ltd. Charged on Chartered Flights (Guo Shui Han Fa [1996] No. 695)

47.

Reply of the State Administration of Taxation on the Tax Issues Related to the Transport Sector (Guo Shui Han Fa [1997] No. 478)

48.

Reply of the State Administration of Taxation on the Collection of Sales Tax on Training Schools (Guo Shui Han Fa [1998] No. 749)

49.

Supplementary Circular of the State Administration of Taxation on the Collection of Sales tax on the Labor Services in the Exploration
and Development of Oil and Gas Fields (Guo Shui Fa [1990] No. 240)

50.

Circular of the State Administration of Taxation on Printing and Distributing the Trial Measures for the Administration of Tax Filings
of Sales Tax Related to Financial and Insurance Sectors (Guo Shui Fa [2000] No. 015)

51.

Circular of the State Administration of Taxation on the Sales Tax on the Transport Incomes of Railway Departments Paid in a Centralized
Manner (Guo Shui Fa [2000] No. 115)

52.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Major Railway Repair Business (Guo Shui Han [2000]
No. 891)

53.

Reply of the State Administration of Taxation on the Collection of Sales tax on the Fixed Incomes of Enterprises from Renting Real
Estates (Guo Shui Han [2001] No. 078)

54.

Reply of the State Administration of Taxation on the Exemption of Sales tax on the Technological Transfer and Other Businesses (Guo
Shui Han No. 223 [2001])

55.

Circular of the State Administration of Taxation on the Time of Occurrence of the Tax Obligations of Sales Tax on Revenues from Bank
Loan Interests (Guo Shui Fa [2001] No. 038)

56.

Reply of the State Administration of Taxation on the Sales Tax on Transport (Guo Shui Han [2002] No. 292)

57.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Sino-foreign Equity Joint Financial Institutions
(Guo Shui Fa [1995] No. 231)

58.

Circular of the State Administration of Taxation on Whether or not To Impose Sales Tax on the Interests and Rent Revenues Obtained
by Foreign Enterprises within China (Guo Shui Fa [1997] No. 035)

59.

Reply of the State Administration of Taxation on the Collection of Turnover Tax on Vehicle Supply Business of Transport Enterprises
(Guo Shui Han Fa [1995] No. 578)

60.

Circular of the State Administration of Taxation on Several Concrete Issues Concerning the Administration of Tax Collection after
the Adjustment of the Tax Policies on the Financial and Insurance Sectors (Guo Shui Fa [1997] No. 039)

61.

Circular of the State Administration of Taxation on Collecting Taxes on the Construction and Installation Enterprises Producing and
Selling Aluminum Alloy Windows and Doors (Guo Shui Han Fa No. 186 [1997])

62.

Circular of the State Administration of Taxation on the Tax Administration Issues Related to the Pyramid Salespersons of Pyramid
Selling Enterprises (Guo Shui Fa [1997] No. 092)

63.

Circular of the State Administration of Taxation on the Tax Preferential Policies for Laid-off Employees Engaging in Services for
Community Residents (Guo Shui Fa [1999] No. 043)

64.

Circular of the State Administration of Taxation on the Tax Policies on the Reform of the System of Administration of the Geological
Survey Teams (Guo Shui Fa [1999] No. 115)

65.

Circular of the State Administration of Taxation on the Tax Preferential Policies on Demobilized Soldiers Seeking Jobs by Themselves
(Guo Shui Fa [2001] No. 011)

66.

Reply of the State Administration of Taxation on Collecting Taxes on Industrial Enterprises Producing, Selling and Installing Guardrails
and Barrier Grids (Guo Shui Han Fa [1999] No. 601n)

67.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Entities Subordinated to the Mining Affairs Bureau
Undertaking the Construction and Installation Projects of This Bureau (Guo Shui Han [1996] No. 524)

68.

Circular of the State Administration of Taxation on Some Tax Issues Concerning the U.S. Motorola Company Providing Construction and
Installation Guidance Services (Guo Shui Han [1997] No. 008)

69.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Fees Charged by Labor Service Companies (Guo Shui
Han [1997] No. 015)

70.

Circular of the State Administration of Taxation on Strictly Implementing the Provisions on the Collection of Sales Taxes on Highway
Vehicle Passage Fees (Guo Shui Han [1997] No. 180)

71.

Circular of the State Administration of Taxation on the Time for the Implementation of the Relevant Provisions on the Sales Taxes
of Construction Industry (Guo Shui Han [1999] No. 053)

72.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Relevant Revenues of Taxi Companies (Guo Shui Han
[2000] No. 671)

73.

Reply of State Administration of Taxation on Some Issues Related to the Collection of Sales Taxes on the Financial and Insurance
Sectors (Guo Shui Han [1995] No. 007)

74.

Reply of the State Administration of Taxation on the Exemption of Consumption Taxes from the Commercial Inventories of Gasoline and
Diesel Oil (Guo Shui Han [1994] No. 462)

75.

Reply of the State Administration of Taxation on Collecting Consumption Taxes on Platinum Ornaments in the Industrial Link (Guo Shui
Han No. 533 [1999])

76.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Examination and
Approval of Taxable Prices for the Consumption Taxes on Cigarettes (Guo Shui Fa [2000] No. 130)

77.

Circular of the State Administration of Taxation on the Administration of the Collection of Enterprise Income Taxes after the Reform
of the Management System of the Important State-owned Coal Mines (Guo Shui Fa [1998] No. 139)

78.

Circular of the State Administration of Taxation on Printing and Distributing the Enterprise Income Tax Returns (Guo Shui Fa [1994]
No. 131)

79.

Circular of the State Administration of Taxation on the Recovery of Losses of Contractual Enterprises (Guo Shui Fa [1994] No. 204)

80.

Circular of the State Administration of Taxation on Strengthening the Administration of Collection of Income Taxes and of Financial
Management of Urban and Rural Credit Cooperatives (Guo Shui Fa [1994] No. 251)

81.

Circular of State Administration of Taxation on the Tax Payment Place of China Pacific Insurance Company (Guo Shui Fa [1994] No.
593)

82.

Circular of the State Administration of Taxation on the Examination and Approval Power over the Exemption and Deduction of Income
Taxes on Collective Financial Enterprises (Guo Shui Fa [1997] No. 201)

83.

Circular of State Administration of Taxation on the Examination and Approval Power over the Exemption and Deduction of Income Taxes
on Central Enterprises in Autonomous Areas of Ethnic Minorities (Guo Shui Fa [1998] No. 045)

84.

Circular of the State Administration of Taxation on the Pre-income-tax Deduction Issues Related to the Donations Made by Enterprises
to Disaster Areas (Guo Shui Han Fa [1998] No. 555)

85.

Reply of the State Administration of Taxation on the Enterprise Income Taxes Related to the Depreciation of Fixed Assets (Guo Shui
Han [1999] No. 574)

86.

Letter of the State Administration of Taxation on the Income Tax Issues Related to China Vessel Inspection Bureau Guo Shui Han [1994]
No. 414)

87.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Tax by Post and Communications Enterprises (Guo
Shui Han [1998] No. 263)

88.

Reply of the State Administration of Taxation On the Income Tax Issues Related to the Residential Houses Sold to Employees (Guo Shui
Han [1999] No. 486)

89.

Circular of the State Administration of Taxation on the Administration of the Collection of Income Taxes on Rural Cooperative Foundations
(Guo Shui Han Fa [1995] No. 058)

90.

Reply of the State Administration of Taxation on Making up the Underpaid Taxes and Monetary Penalties of an Enterprise Which Has
Filed a False Report of Losses (Guo Shui Han Fa [1996] No. 653)

91.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Taxes by Enterprises Subordinated to the Civil
Aviation Administration of China (Guo Shui Han Fa [1998] No. 262)

92.

Circular of the State Administration of Taxation on Collecting Enterprise Income Taxes on Subsidiaries of the Ministry of Power Industry
(Guo Shui Fa [1994] No. 221)

93.

Circular of the State Administration of Taxation on Doing Well in the Year-end Filing of Tax Returns, and Settlement and Payment
of Enterprise Income Tax for the Year 2001 (Guo Shui Han [2001] No. 875)

94.

Circular of the State Administration of Taxation on the Enterprise Income Tax Related to the Termination of the Use of the Simulation
Network of China Mobile Communications Corporation (Guo Shui Han [2001]No. 564)

95.

Circular of the State Administration of Taxation on the Exemption and Deduction of Tax from Enterprises Subordinated to the China
Disabled Persons’ Federation (Guo Shui Han [2001] No. 909)

96.

Circular of the State Administration of Taxation on the Standards on the Pre-tax Deductions of the Management Fees of the Rural Credit
Cooperative Management Institutions at the Prefecture (City) Level and at the Province Level (Guo Shui Han [2002] No. 258)

97.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Taxes by Branches of the People’s Insurance
Company of China (Guo Shui Han [1995] No. 500)

98.

Circular of the State Administration of Taxation on How to Treat the Enterprise’ False Report of Losses (Guo Shui Fa [1996] No. 162)

99.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Exemption and Deduction
of Enterprise Income Taxes (Guo Shui Fa [1997] No. 099)

100.

Reply of the State Administration of Taxation on the Exemption of Income Taxes from the Rural Credit Cooperatives after the Change
of the Administrative Division of a Poverty-stricken County (Guo Shui Han [1999] No. 234)

101.

Circular of the State Administration of Taxation on Strengthening the Examination and Approval of the Pre-Tax Deduction Expenses
Related to Enterprise Income Tax (Guo Shui Fa [1996] No. 201)

102.

Circular of the State Administration of Taxation on the Pre-Tax Deduction Standards Related to the Wages in Enterprises Connecting
Wages with Performances (Guo Shui Fa [1998] No. 086)

103.

Circular of the State Administration of Taxation on the Payment of Income Taxes by Enterprises Subordinated to Railway Departments
(Guo Shui Fa [1994] No. 066)

104.

Circular of the State Administration of Taxation on the Payment of Income Taxes by Enterprises Subordinated to the Ministry of Post
(Guo Shui Fa No. 069 [1994])

105.

Circular of the State Administration of Taxation about the Provisions on the Financial Treatments Concerning the Verification of
Assets and Capital of Urban Collective Enterprises (Guo Shui Fa [1998] No. 055)

106.

Reply of the State Administration of Taxation on Collecting Enterprise Income Taxes on the Revenues of Changsha Friendship (Group)
Co., Ltd. from the Transfer of Land Use Right (Guo Shui Fa [1997] No. 055)

107.

Circular of the State Administration of Taxation on Printing and Distributing the Supplementary Provisions on the Interim Measures
for Strengthening the Administration of Collection of the Enterprise Taxes to Be Paid on the Consolidated Basis (Guo Shui Fa [1996]
No. 172)

108.

Circular of the State Administration of Taxation on the Concrete Issues Related to the Enterprise Income Taxes to Be Paid on the
Basis of Concentration (Consolidation) (Guo Shui Fa [1998] No. 127)

109.

Reply of the State Administration of Taxation on the Pre-Tax Deduction Disbursements Related to the Wages in Enterprises Which Adopt
the Wage Measures for Connecting Wages with Performances after the Restructuring and Reform of Enterprises (Guo Shui Han [1999] No.
294)

110.

Circular of the State Administration of Taxation on Printing and Distributing the Implementation Measures for the Reform of the Settlement
and Payment of Enterprise Income Taxes (for Trial Implementation) (Guo Shui Fa [1996] No. 197)

111.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Pre-Deduction of
Enterprise Property Losses (Guo Shui Fa [1997] No. 190)

112.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Settlement and
Payment of Enterprise Income Taxes (Guo Shui Fa [1998] No. 182)

113.

Circular of the State Administration of Taxation on the Consistence between the Relevant Policies on Individual Income Taxes (Guo
Shui Fa No. 045 [1994])

114.

Circular of the State Administration of Taxation on Collecting Individual Income Taxes on the Interests and Bonuses Distributed to
Individuals by Investment Fund Management Companies (Guo Shui Fa [1996] No. 221)

115.

Circular of the State Administration of Taxation on the Exemption of Individual Income Taxes on China Welfare Disaster Relief Lotteries
(Guo Shui Han [1998] No. 803)

116.

Reply of the State Administration of Taxation on Collecting Individual Income Taxes on the Company’s Revenue Retained by Wang Jiaqiang
(Guo Shui Han [1999] No. 192)

117.

Reply of he State Administration of Taxation on Collecting Individual Income Taxes on the Individual Interest Incomes from “Bonds
97 of the State Power Company” (Guo Shui Han [2001] No. 396)

118.

Reply of the State Administration of Taxation on How to Treat the Tax Issues Related to the Donations Made by Enterprises and Individuals
to the Fourth World Women Conference (Guo Shui Han [1995] No. 559)

119.

Circular of the State Administration of Taxation on the Tax Preferential Policies on the Laid-off Employees Engaging in Services
for Community Residents (Guo Shui Fa [1999] No. 043)

120.

Circular of the State Administration of Taxation on Further Specifying the Relevant Legal Liabilities of the Individual Income Taxes
Withholding Agents (Guo Shui Fa [1998] No. 107)

121.

Circular of the State Administration of Taxation on Whether or Not to Give Administrative Punishments upon the Taxpayers Who Fail
to Pay or Underpay Taxes Involved in the Individual Income Tax Investigation and Punishment Cases by Regarding Them as Tax Dodgers
(Guo Shui Fa [1998] No. 205)

122.

Circular of the State Administration of Taxation on How to Calculate and Collect the Individual Income Taxes on Enterprise Operators
Which Implement the Annual Salary System for the Trial Purpose (Guo Shui Fa [1996] No. 107)

123.

Circular of the State Administration of Taxation on the Exemption of Individual Income Taxes on the Severance Pay Obtained by Individuals
(Guo Shui Fa [1996] No. 203)

124.

Circular of the State Administration of Taxation on Collecting Taxes on Bonuses Obtained by Individuals Who Have Residential Houses
within China (Guo Shui Fa [1996] No. 206)

125.

Circular of the State Administration of Taxation on Whether or Not to Demand the Taxpayers to Pay Taxes Involved in the Individual
Income Tax Investigation and Punishment Cases (Guo Shui Han [1998] No. 172)

126.

Circular of the State Administration of Taxation on the Translation of the Amounts of Individual Income Taxes on the Interests of
Euro Dollar Deposits (Guo Shui Fa [1999] No. 232)

127.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Settlement and
Payment of Income Taxes by Foreign-funded Enterprises and Foreign Enterprises (Guo Shui Fa [1997] No. 103)

128.

Circular of the State Administration of Taxation on Printing and Distributing the Rules for the Settlement and Payment of Income
Taxes by Foreign-funded Enterprises and Foreign Enterprises (Guo Shui Fa [1997] No. 104)

129.

Circular of the State Administration of Taxation on Printing and Distributing the Rules for the Tax Management of the Dealings between
Associated Enterprises (Guo Shui Fa [1998] No. 59)

130.

Circular of the State Administration of Taxation on the Administration of the Examination and Approval of Pre-income-tax Deduction
of Property Losses of Foreign-funded Enterprises (Guo Shui Fa [2000] No. 046)

131.

Circular of the State Administration of Taxation on Printing and Distributing the Amended Administrative Measures for the Settlement
and Payment of Income Taxes by Foreign-Funded Enterprises and Foreign Enterprises and the Rules for the Settlement and Payment of
Income Taxes by Foreign-Funded Enterprises and Foreign Enterprises (Guo Shui Fa [2001] No. 009)

132.

Circular of the State Administration of Taxation on Doing Well the Work Related to the Settlement and Payment of Income Taxes on
Foreign-Funded Enterprises and Foreign Enterprises for the Year 2000 (Guo Shui Han [2001] No. 071)

133.

Circular of the State Administration of Taxation on Strengthening the Administration of the Collection of Income Taxes on Foreign-Funded
Enterprises and Foreign Enterprises so as to Ensure the Completion of the Task in Tax Revenue (Guo Shui Han [2002] No. 612)

134.

Circular of the State Administration of Taxation on the Relevant Issues Related to the Settlement and Payment of Income Taxes on
Foreign-Funded Enterprises and Foreign Enterprises for the Year 2003 (Guo Shui Han [2004] No. 066)

135.

Circular of the State Administration of Taxation on the Collection of Industrial and Commercial Consolidated Taxes and Enterprise
Income Taxes on the Commissions and Handling Charges Obtained by Representative Offices of Foreign Enterprises from Advertising Business
(Guo Shui Fa [88] No. 337)

136.

Circular of the State Administration of Taxation on Carefully Going through the formalities for Approval of the Applications of Permanent
Representative Offices of Foreign Enterprises for Calculating the Taxable Income on the Basis of the Amount of Operating Disbursements
(Guo Shui Han [1990] No. 470)

137.

Circular of the State Administration of Taxation on Some Issues Related to the Implementation of the Provisions of the State Council
on Encouraging Investments to the Development of Hainan Island (Guo Shui Fa [88] No. 176)

138.

Circular of the State Administration of Taxation on Some Foreign-Related Tax Issues Related to the Implementation of the Provisions
Regarding the Tax Policies on National High and New-Technology Industrial Development Zones (Guo Shui Fa [1991] No. 663)

139.

Reply of the State Admini

ADMINISTRATIVE MEASURES FOR THE INITIAL PUBLIC OFFERING AND LISTING OF STOCKS

Order of China Securities Regulatory Commission

No. 32

The Administrative Measures for the Initial Public Offering and Listing of Stocks adopted at the 180th president’s meeting of China
Securities Regulatory Commission (hereinafter referred to as the CSRC) on May 17, 2006, are hereby promulgated and shall enter into
effect as of the day of May 18, 2006.
President of the China Securities Regulatory Commission, Shang Fulin

May 17, 2006

Administrative Measures for the Initial Public Offering and Listing of Stocks
Chapter I General Provisions

Article 1

In order to regulate the initial public offering (hereinafter referred to as the IPO) and listing of stocks and protect the legitimate
rights and interest of investors as well as the social and public interests, the present Measures are formulated in accordance with
the Securities Law and the Company Law.

Article 2

A stock IPO and listing within the territory of the People’s Republic of China shall be governed by the present Measures.

If a domestic company purchases or trades stocks in foreign currency, it shall not be under the control of the present Measures.

Article 3

A stock IPO and listing shall meet the requirements for issuance as prescribed by the Securities Law, the Company Law as well as
the present Measures.

Article 4

The information as disclosed by an issuer in accordance with law shall be authentic, accurate and integrate, and shall not carry
any false record, misleading statement or major omission.

Article 5

In accordance with the principles of due diligence and accountability as well as honesty and good faith, a recommender as well as
the representative of recommendation thereof shall earnestly perform its obligation of scrutinized examination and tutorship, and
shall be responsible for the authenticity, accuracy and integrity of the Recommendation Letters of Issuance it has provided.

Article 6

In accordance with the widely-accepted business standards as well as the moral criterion within the sector, the securities trading
service institutions and personnel that produce the relevant documents for securities issuance shall strictly perform their statutory
functions and duties and shall be responsible for the authenticity, accuracy and integrity of the documents they have provided.

Article 7

The CSRC shall implement verification on the stock IPO as made by an issuer and shall not make any material judgment or guaranty
on the value of stock investment or on the proceeds as generated by investors. After a stock is issued in accordance with law, an
investment risk as incurred from any change of the issuer’s business or proceeds shall be borne by the relevant investors themselves.

Chapter II Requirements for Issuance

Section I Qualification for Issuers

Article 8

An issuer shall be a joint stock limited company, which has been established according to the law and lawfully exists.

When a limited company is altered into a joint stock limited company in accordance with law, upon the approval of the State Council,
stock issuance may be adopted for the establishment by way of public offering.

Article 9

Since a joint stock limited company is established, its business operations shall last for 3 years or more, unless it is so approved
by the State Council.

If a limited company is altered into a joint stock limited company by converting the entirety of its original net book value of assets,
the term for its business operations may be calculated as of the day when the limited company is established.

Article 10

If an issuer’s registered capital has been fully paid in and the formalities for transferring the property right of the assets that
the issuer or its shareholders apply as contributions have been concluded, the issuer’s major assets does not have the heavy dispute
on post_title.

Article 11

The business operation of an issuer shall conform to the relevant provisions of the laws, administrative regulations as well as company
constitution, and meet the relevant industrial policies of the state.

Article 12

Within the latest 3 years, there is no major change regarding an issuer’s main business, directors and senior managers, and there
is no alteration of the actual controller thereof.

Article 13

Where an issuer’s equity is well-defined, it does not have the heavy dispute on post_title of the issuer’s shares as held by its controlling
shareholders, or by the shareholders under the control of its controlling shareholders or the actual controller.

Section II Independency

Article 14

An issuer shall have a complete set of operation system and can independently manage market-based business operations directly.

Article 15

An issuer’s assets shall be integrated. A production enterprise shall be equipped with the relevant production system, auxiliary
production system as well as supporting facilities corresponding to its business operations, have the right to own or use the land,
workshop and machines and facilities relating to its business operations as well as the ownership or use right to its trademarks,
patent technologies and know-how, and have an independent purchase system of raw materials and sales system of products. A non-production
enterprise shall be equipped with a set of operation system as well as the relevant assets relating to its business operations.

Article 16

An issuer shall have personnel independence. Senior managers such as the general manager, deputy-manager, financial principal and
secretary of the board of directors shall not hold any post other than director or supervisor in, or take any salary from the enterprise
of its controlling shareholders, actual controllers or any other enterprise under its control. The financial staff of an issuer shall
not hold any part-time post in the enterprise of its controlling shareholder, actual controller or any other enterprise under its
control.

Article 17

An issuer shall enjoy financial independence. An independent financial verification system shall be established, independent decisions
shall be made on financial and a standardized financial accounting system shall be formulated as well as financial management on
its branches and subsidiary companies. An issuer shall not share a bank account with its controlling shareholder, actual controller
or any other enterprise under its control.

Article 18

An issuer shall enjoy organizational independence. An internal operating and management system shall be established and improved,
its power of business operation and management shall be used independently, and shall not have any organization mixed up with its
controlling shareholder, actual controller or any other enterprise under its control.

Article 19

An issuer shall enjoy business independence. Its business operations shall be implemented independently from its controlling shareholder,
actual controller or any other enterprises under its control, and no intra-trade competition or obviously unfair associated transactions
shall occur with its controlling shareholder, actual controller or any other enterprise under its control.

Article 20

An issuer shall not have any other severe defect in its independency.

Section III Standardized Operation

Article 21

The systems of shareholders’ assembly, board of directors, board of supervisors, independent directors, and a secretary system for
the board of directors shall be established and improved according to law. The relevant organizations and personnel shall be capable
of performing their functions and duties in accordance with law.

Article 22

The directors, supervisors and senior managers of an issuer shall have good knowledge of the relevant laws and regulations on the
stock IPO and listing as well as the statutory obligations and duties of a listed company and the directors, supervisors and senior
managers thereof.

Article 23

The directors, supervisors and senior managers of an issuer shall meet the qualification requirements for holding their positions
prescribed by laws, administrative regulations and rules, and shall not be under any of the circumstances as follows:

(1)

They have been banned from entering into the market by the CSRC and the ban is still valid;

(2)

They have been given an administrative punishment by the CSRC within the latest 36 months or have been given a public reprimand by
a stock exchange within the latest 12 months; and

(3)

They are subject to a case investigation of the judicial organ for its involvement in a suspected crime or suspected violation of
any law or regulation, and yet there is no clear conclusion;

Article 24

Internal control systems of the issuer shall be perfect and be implemented effectively, and shall ensure the reliability of its financial
statements, legality of its business operations, and efficiency and efficacy of its business performances in reason.

Article 25

An issuer shall not be under any of the circumstances as follows:

(1)

Having publicly offered any securities unlawfully or in disguise without obtaining an approval from the statutory organ within the
latest 36 months; or having any law-breaking act that started 36 months ago but lasts till now;

(2)

An administrative punishment has been given for its violation of any provision on industry and commerce, taxation, land, environmental
protection or customs, or any other law or administrative regulation, with serious circumstances;

(3)

Within the latest 36 months, having submitted an application to the CSRC but the submitted application materials having false record,
misleading statement or major omission; or failing to comply with the requirements for issuance and thus cheating for an approval
by any fraudulent means; or disturbing the examination as conducted by the CSRC or the Issuance and Verification Committee thereof
or fabricating or altering the seal or signature of an issuer or any director, supervisor or senior manager thereof;

(4)

Its application materials submitted for issuance this time having any false record, misleading statement or major omission;

(5)

It is investigated by the judicial organ for its involvement in a suspected crime without explicit conclusion; or

(6)

Other circumstances under which the legitimate rights and interests of investors or social and public interests are seriously injured.

Article 26

An issuer’s constitution shall clarify the authority of examination and approval of its external guaranty as well as the relevant
procedures for deliberation thereabout. There shall be no rule-breaking guaranty as provided for its controlling shareholder, actual
controller or any other enterprise under its control.

Article 27

An issuer shall have strict rules for capital management and shall not be under any circumstance where its capital is embezzled by
any controlling shareholder, actual controller or any other enterprise under its control by loaning, compensatory repayment, advance
payment or any other way.

Sector IV Finance and Accounting

Article 28

An issuer shall have a sound asset quality, reasonable structure of assets and liabilities, comparatively strong profit-making capacity
and normal cash flows.

Article 29

The internal control of the issuer shall be effective in all substantial aspects, for which an authentication report on internal
control shall be produced by an accounting firm, carrying an unreserved conclusion thereon.

Article 30

The accounting rules of the issuer shall be standardized. The formulation of its financial statements shall satisfy the provisions
on enterprise accounting standards as well as the relevant accounting rules, which shall reflect its financial status, business achievements
and cash flows thereof at arm’s length in all substantial aspects. An auditing report shall be provided by a certified public accountant
giving an unreserved conclusion thereon.

Article 31

The financial statements of the issuer shall be formulated based on the transactions and issues that have actually occurred and its
accounting recognition, measurement or reporting shall be prudent, and a uniform accounting policy for a same or identical business
operation shall be applied, which shall not be altered at random.

Article 32

An issuer shall fully disclose its relationship with associated parties and shall disclose their associated transactions in accordance
with the principles of importance. The prices in associated transactions shall be at arm’s length and there shall be no manipulation
of profits through associated transactions.

Article 33

An issuer shall meet the requirements as follows:

(1)

Having a positive net profit of over 30 million Yuan accumulatively within the latest 3 accounting years, which are computed in the
light of the comparatively low net profits upon deduction of non-regular profits/losses;

(2)

Having a net cash flow of over 50 million Yuan accumulatively, or having a business income of over 0.3 billion Yuan accumulatively
within the latest 3 accounting years;

(3)

The total amount of stock capital is no less than 30 million Yuan before issuance;

(4)

The proportion of its intangible assets (upon deduction of its land use right, right to aquatic breeding and right to mining) in
its net assets at the end of the latest period shall be not higher than 20 %; and

(5)

No uncovered deficit in the latest period.

Article 34

An issuer shall pay taxes in accordance with law, and all tax preferences shall comply with the provisions of the relevant laws and
regulations. An issuer’s business achievements shall not seriously depend on tax preferences.

Article 35

An issuer shall have no major debt-paying risk or shall not be involved with any major contingent issue such as guaranty, litigation
and arbitration that may negatively affect its business operations.

Article 36

An issuer’s documents on application shall not be under the circumstances as follows:

(1)

Omitting or making up, purposely, any transaction, item or any other important information;

(2)

Abusing any accounting policy or accounting estimate; or

(3)

Manipulating, fabricating or tampering the relevant accounting records or credence that form the basis of financial statements.

Article 37

An issuer shall not be under any of the circumstances as follows where its capability of making profits continuously is negatively
affected:

(1)

Its operational mode or variety structure of products and services has been or will be greatly changed, thereby inflicting a major
negative impact on its capability of making profits continuously;

(2)

Its industrial status or business environment has or will greatly change, thereby inflicting a major negative impact on its capability
of making profits continuously;

(3)

Its business income or net profit largely depends on its associated party or on any client with great uncertainty within the latest
accounting year;

(4)

Its net profit mainly comes from the proceeds as generated from investment beyond the range of consolidated financial statements
within the latest accounting year;

(5)

It exists serious risks of negative change in obtaining or utilizing such important assets and technologies as trademark, patent,
exclusive technologies and franchise; or

(6)

Other circumstance where its capability of making profits continuously is negatively affected.

Section IV Utilization of Raised Funds

Article 38

The raised funds shall be utilized for specified purposes and shall be used in its main business operations in principle.

Except for financial enterprises, no raised fund may be utilized in such financial investments as the holding of transactional financial
assets or salable financial assets, loaning to others and entrusted financial management or be directly or indirectly invested in
any company that mainly engages in the purchase and sale of securities.

Article 39

The amount of raised funds and investment projects shall be matched up to an issuer’s present business scale, financial status, technical
level and management capability.

Article 40

The investment projects of raised funds shall meet the relevant state industrial policies, investment management, environmental protection,
land administration as well as the provisions of other relevant laws, regulations and rules.

Article 41

The board of directors of an issuer shall implement an earnest analysis on the feasibility of a project as invested by raised funds
so as to ensure that the investment project may have a better market perspective and profit-making capability, to effectively prevent
any investment risk and to elevate the benefits as generated from the use of the raised funds.

Article 42

Where an investment project of raised funds is implemented, it shall not incur any intra-trade competition or have any negative impact
on the issuer’s independency.

Article 43

A special reserve system for raised funds, which shall be deposited in a special account as decided by the board of directors, shall
be established.

Chapter III Procedures for Issuance

Article 44

A resolution shall be made by the board of directors of an issuer on the specific plans of stock issuance, on the feasibility regarding
the utilization of the raised funds as well as on any other item that shall be clarified, and shall submit them to the shareholders’
assembly for approval.

Article 45

A resolution made by the shareholders’ assembly of an issuer shall at least include the items as follows:

(1)

Kinds and quantity of the stocks as publicly offered;

(2)

Issuance targets;

(3)

The scope of price or method of pricing;

(4)

The purposes of utilization of raised funds;

(5)

A distribution plan of the accumulation profits before issuance;

(6)

The effective term of the resolution;

(7)

Authorization of specific matters in the issuance by the board of directors; and

(8)

Other matters that require clarification.

Article 46

An issuer shall formulate its documents of application, which shall be recommended and reported to the CSRC by its recommender in
accordance with the relevant provisions of the CSRC.

An issuer of special industry shall provide the opinions of the relevant administrative department.

Article 47

The CSRC shall make a decision on whether to accept it within 5 workdays after receiving any application material.

Article 48

The relevant functionary department thereof shall implement a preliminary examination thereon and the Issuance and Verification Committee
shall implement an examination thereon as well after the CSRC accepts any application document as reported by an issuer.

Article 49

During it carries out a preliminary examination, the CSRC shall inquire the opinions of the provincial people’s government where
the relevant issuer is registered about whether the government agrees to the stock issuance or not, and shall inquire the opinions
of the National Development and Reform Commission about whether the investment project of raised funds meets the state industrial
policies and the relevant provisions on investment management.

Article 50

In accordance with the statutory requirements, the CSRC shall decide whether to approve an issuer’s application for issuance and
produce the relevant documents as well.

The relevant issuer shall make the stock IPO within 6 months since the day when the CSRC approves an issuance. If it fails to do so
within 6 months, the relevant approval document shall be deemed as invalid and therefore it shall reapply for the CSRC’s approval
before any IPO is conducted.

Article 51

After an application for issuance is approved and before the stock issuance is concluded, if the major event occurs to the relevant
issuer, it shall suspend the stock issuance, report the situation to the CSRC in time and also perform its obligation of information
disclosure. If the requirement for issuance is thus affected, the procedures for verification shall be gone through again.

Article 52

If it is not disapproved for stock issuance, an issuer may submit again an application for stock issuance within 6 months after the
CSRC makes a decision on disapproval.

Chapter IV Information Disclosure

Article 53

An issuer shall formulate and disclose a prospectus in accordance with the relevant provisions of the CSRC.

Article 54

The Rules of the Contents and Format of Prospectuses shall be the minimum requirements for information disclosure. Whether there
is any explicit provision in the aforesaid Rules, the information that may have the major impact on the investors’ decisions on investment
shall be disclosed.

Article 55

An issuer as well as all the directors, supervisors and senior managers thereof shall affix its seal and their signatures to its
prospectus so as to ensure the authenticity, accuracy and integrity of the contents thereof. The relevant recommender as well as
the representative of recommendation thereof shall implement an examination on the authenticity, accuracy and integrity of the prospectus
and shall affix its seal and his signature to the opinions about examination.

Article 56

The financial statements as cited in a prospectus shall be effective within 6 months upon expiration of the latest accounting term.
Under the special circumstance, an issuer may apply for proper extension, which shall not exceed 1 month at most. The day of expiration
for financial statements shall be based on the end of a year, 6-month or a quarter.

Article 57

The effective term for a prospectus shall be 6 months, which shall be computed as of the last day of signature when the CSRS approves
an application for issuance.

Article 58

After an application document is accepted and before the Issuance and Verification Committee implements an examination, an issuer
shall disclose its prospectus (application version) on the CSRC’s website (www.csrc.gov.cn) in advance. An issuer may publicize its
prospectus (application version) on its enterprise website, on which the disclosed contents shall be identical to those as disclosed
on the CSRC’s website and the time of disclosure shall not be earlier than that on the CSRC’s website.

Article 59

An issuer as well as all the directors, supervisors and senior managers thereof shall ensure its prospectus (application version)
is authentic, accurate and full as disclosed in advance.

Article 60

A prospectus (application version) as disclosed by an issuer in advance is not an official document for stock issuance, which shall
not include any information on price. The relevant issuer shall not take it as a basis for stock issuance.

An issuer shall announce in an eye-catching position of its prospectus (application version) as disclosed in advance: “The application
for this issuance has not been granted by the CSRC. This Prospectus (application version) shall not be applied as a legal ground
for stock issuance and is merely used for advance disclosure. The relevant investors shall make their investment decisions in the
light of the full text of the Prospectus as officially announced.”

Article 61

Before making any stock issuance, an issuer shall publicize an extract of its prospectus on at least one of the newspapers or periodicals
as designated by the CSRC, at the same time, publicize the full text of its prospectus on the websites as designated by the CSRC,
and posted the full text of its prospectus in its domicile, the stock exchange for its stock IPO, domiciles of its recommender, major
underwriter as well as other underwriting institution for public reference.

Article 62

A Recommendation Letter of Issuance provided by a recommender and the relevant documents provided by a securities trading service
institution shall be considered as reference to the relevant prospectus, which shall be disclosed on the websites as designated by
the CSRC and be posted in the relevant issuer’s domicile, the stock exchange for stock IPO, as well as the domiciles of the relevant
recommender, major underwriter and any other underwriting institution for public reference.

Article 63

An issuer may publicize an abstract and the full text of its prospectus as well as the relevant documents of reference on any other
newspaper or website, on which the disclosed contents shall be identical to those as disclosed on the CSRC’s website and the time
of disclosure shall not be earlier than that on the CSRC’s website.

Chapter V Supervision and Punishments

Article 64

If the document of application sent by an issuer to the CSRC carries any false record, misleading statement or major omission, where
an issuer fails to meet the relevant requirements and thus obtains an approval by any fraudulent means, where an issuer disturbs
the examination as conducted by the CSRC or the Issuance and Verification Committee thereof by any unjustifiable means, or where
any seal or signature as affixed by an issuer or any of its directors, supervisors or senior managers is fabricated or altered, the
CSRC shall, in addition to giving a punishment according to the relevant provisions of the Securities Law, adopt the supervisory
measures for terminating the relevant examination and refusing to accept the application of the said issuer for stock issuance within
36 months.

Article 65

If the Recommendation Letter of Issuance provided by a recommender carries any false record, misleading statement or major omission,
where a recommender interfere with the examination as conducted by the CSRC or the Issuance and Verification Committee thereof by
any unjustifiable means, where any seal or signature as affixed by an recommender or any person in charge of signing is fabricated
or tampered or where a recommender fails to perform its other statutory functions and duties, it shall be handled according to the
relevant provisions of the Securities Law and the recommendation system.

Article 66

If a securities trading service institution fails to fulfill its due diligence obligations or if any document it has provided carries
any false record, misleading statement or major omission, the CSRC shall, in addition to giving a punishment according to the relevant
provisions of the Securities Law as well as the related laws, administrative regulations and rules, adopt the supervisory measures
of refusing to accept the special documents of securities issuance as produced by the relevant institutions within 12 months and
refusing to accept the special documents of securities issuance as produced by the relevant signatory persons.

Article 67

If the documents as formulated or provided by an issuer, recommender or securities trading service institution fails to meet the
relevant requirements, or where any issuer, recommender or securities trading service institution unlawfully alters any documents
as submitted or refuses to reply to the relevant questions as raised by the CSRC in the process of examination, the CSRC shall, according
to the circumstances, adopt such supervisory measures as a supervisory interview and an order of correction, record the case into
the archives of creditworthiness and publicize it. In the case of any particularly serious circumstances, a warning shall be given.

Article 68

If an issuer discloses any profit estimation and if the realized profit fails to reach 80% of the estimation, except for the case
of force majeure, the legal representative thereof as well as the certified accountant that has affixed his signature onto the report
on verification of profit estimation shall give an explanation and make a public apology on the relevant journals as designated by
the CSRC. The CSRC may give a warning to the legal representative thereof.

Where the realized profit fails to reach 80% of the estimation, except for the case of force majeure, the CSRC shall not accept any
application of the relevant issuer for securities issuance within 36 months.

Chapter VI Supplementary Provisions

Article 69

The administration measures of stock IPO without listing shall be separately provided for by the CSRC within the territory of the
People’s Republic of China.

Article 70

The present Measures shall enter into force as of the day of May 18, 2006. The Circular on Several Provisions on Stock Issuance (Zheng
Jian [1996] No. 12 ), Circular on Doing a Good Job in 1997 Stock Issuance (Zheng Jian [1997] No. 13 ), Supplementary Circular on
Several Issues regarding Stock Issuance (Zheng Jian [1998] No. 8 ), Circular on the Investigation into the Stock Reform of Those
Enterprises to Be Listed (Zheng Jian Fa Zi [1998] No. 259 ), Circular on the Investigation into the Stock Reform of the Enterprises
that Plan to Make Stock IPO (Zheng Jian Fa [1999] No. 4 ), Circular on the Employment of Auditing Institutions by Those Enterprises
that Plan to Make Stock IPO (Zheng Jian Fa Xing Zi [2000] No. 131 ) and Circular on Further Regulating the Stock IPO (Zheng Jian
Fa Xing Zi [2003] No. 116 ) shall be simultaneously abolished.

China Securities Regulatory Commission
2006-05-17

1...91011...25 Page 10 of 25

Probate

CIRCULAR OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE PROVISIONAL MEASURES FOR FISCAL AND FINANCING MANAGEMENT OF...

MEASURES ON THE NOTIFICATION OF ILLEGAL AND IRREGULAR ACTS OF FOREIGN TRADE OPERATORS

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE RECORD OF EXPORT CONTRACT

NOTICE OF SAT ON PRINTING AND ISSUING THE AGREEMENT TEXT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE KINGDOM OF SAUDI ARABIA ON THE AVOIDANCE OF DOUBLE TAXATION AND GETTING PREPARED FOR ITS IMPLEMENTATION

ACCOUNTING STANDARD FOR BUSINESS ENTERPRISES NO. 6 – INTANGIBLE ASSETS

ACCOUNTING STANDARDS FOR ENTERPRISES NO. 21 – LEASES

CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE ESTABLISHMENT OF THE REPORTING SYSTEM CONCERNING THE INVESTMENT ATTRACTION ACTIVITIES WITHIN OR BEYOND THE BOUNDARY OF THE PEOPLE’S REPUBLIC OF CHINA

RULES FOR THE GENERAL MEETINGS OF SHAREHOLDERS OF LISTED COMPANIES

NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE MEASURES FOR THE ADMINISTRATION OF THE COLLECTION OF SPECIAL PETROLEUM PROCEEDS

CIRCULAR OF CHINA FOREIGN EXCHANGE TRADING CENTER AND NATIONAL INTER-BANK FUNDING CENTER PERTINENT TO THE PROMULGATION OF THE RULES FOR THE SWAP TRANSACTIONS OF RMB VERSUS FOREIGN EXCHANGE IN FOREIGN EXCHANGE MARKET OF THE NATIONAL INTER-BANK

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ANNOUNCEMENT OF THE LIST OF INVALIDATED AND ABOLISHED REGULATORY DOCUMENTS ON TAXATION

ADMINISTRATIVE MEASURES FOR THE INITIAL PUBLIC OFFERING AND LISTING OF STOCKS

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

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CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

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CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7