MEASURES FOR THE ADMINISTRATION OF THE ISSUANCE OF SECURITIES BY LISTED COMPANIES

Order of the China Securities Regulatory Commission

No. 30

The Measures for the Administration of the Issuance of Securities by Listed Companies, which were deliberated and adopted at the 178th
executive meeting of the chairmen of China Securities Regulatory Commission on April 26, 2006, are hereby promulgated and shall come
into force as of May 8, 2006.

Chairman of China Securities Regulatory Commission, Shang Fulin

May 6, 2006

Measures for the Administration of the Issuance of Securities by Listed Companies
Chapter I General Provisions

ArticleArticle 1

These Measures are formulated pursuant to the Securities Law and Company Law with a view to regulating the issuance of securities
by listed companies and protecting the lawful rights and interests of investors and the social and public interests.

Article 2

The listed companies which apply for issuing securities within the territory of China shall be governed by these Measures.

The securities as mentioned in these Measures shall refer to the following types of securities:

(1)

Stocks;

(2)

Convertible corporate bonds; and

(3)

Other types as recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Article 3

A listed company may make a public issuance of securities towards unspecified objects or may make a private issuance of securities
towards specified objects.

Article 4

When issuing securities, a listed company shall disclose or provide the genuine, accurate and complete information timely and fairly,
which shall not contain any false record or misleading statement or has any serious omission.

Article 5

The fact that the CSRC approves the issuance of securities of a listed company does not mean that the CSRC makes any substantial
judgment or guarantee about the investment value of the securities or about the proceeds of the investors. The investors who subscribe
to the securities shall bear the investment risks themselves due to any changes in the business operations and proceeds of the listed
company.

Chapter II Conditions for the Public Issuance of Securities

Section 1 General Provisions

Article 6

A listed company which satisfies the following provisions shall be deemed that it has a sound and well-operated organizational structure:

(1)

The Articles of association are lawful and effective, and there are sound bylaws for the shareholders assembly, the board of directors,
the board of supervisors, and independent directors, who are able to perform their respective functions according to law;

(2)

The company has sound internal control system, which can ensure the operating efficiency, lawfulness and regulation compliance of
the company, and the reliability of its financial reports. There is no serious defect with regard to the completeness, reasonableness
and validity of the internal control system;

(3)

The incumbent directors, supervisors and senior management members are qualified for their posts and can faithfully and diligently
perform their duties. None of them has committed any act in violation of Article 148 or Article 149 of the Company Law, and has
been given any administrative punishment by the CSRC within the latest 36 months, and condemned publicly by the stock exchange within
the latest 12 months;

(4)

The listed company separates its personnel, assets and financial affairs from those of the controlling shareholder or the actual
controller, has independent institutions and business operations and can carry out business operations and management independently;

(5)

The listed company has not provided any guaranty to any outsider illegally within the latest 12 months.

Article 7

A listed company which meets the following provisions shall be deemed that it has a sustainable profit-making ability:

(1)

It has favorable earnings for the latest 3 consecutive fiscal years. Comparing the net profits after deducting the non-regular profits
and losses with the pre-deduction net profits, of which the lower shall be the calculation basis.;

(2)

It has relatively stable sources of business and profits and it does not excessively rely on its controlling shareholder or actual
controller;

(3)

Its present primary business or investment direction can develop in a sustainable manner. It has a sound business operation mode
and investment plan, and has a good market prospect for its main product or service. There is no major imminent or foreseeable unfavorable
change in the business operation environment and market demands;

(4)

The senior management members and the core technicians are stable and there is no seriously unfavorable change in the latest 12 months;

(5)

The important assets, core technologies or other important rights and interests are lawfully obtained and can be continuously utilized,
and there is no major imminent or foreseeable unfavorable change therein;

(6)

There is no guaranty, lawsuit, arbitration or any other important matter that is likely to seriously affect the sustainable business
operations of the company; and

(7)

Where it has ever issued any securities publicly within the latest 24 months, and no such circumstance ever occurs in which the business
profits of the current year of the issuance decrease by 50% or more as compared to that of the previous year.

Article 8

A listed company which satisfies the following provisions shall be deemed that it has a good financial status:

(1)

Its basic accounting work is standardized and it strictly complies with the uniform accounting system of the state;

(2)

With regard to the financial statements of the latest three years and the recent 1 period, there is no audit report with reserved
opinions, or negative opinions or opinions that cannot be expressed as issued by certified accountants. For an audit report with
no reserved opinions but with emphasized paragraph of matters issued by a certified public accountant, the matters involved have
no major unfavorable effect on the issuer of securities or the major unfavorable effect has been eliminated prior to the issuance
of securities;

(3)

The quality of its assets is good. The non-performing assets cannot result in any major unfavorable effect on the financial status
of the company;

(4)

Its business outcomes are real and the cash flows are normal. The recognition of its business incomes, costs and expenses strictly
complies with the relevant accounting standards of the state. It has made sufficient and reasonable provisions for asset impairment
in latest three years and it has never manipulated its business performances; and

(5)

The profits that it has distributed accumulatively in cash or in stocks in the latest 3 years are not less than 20% of the average
annual distributable profits realized in the latest 3 years.

Article 9

A listed company has no false record in its financial and accounting documents within the latest 36 months and has not committed
any of the following major illegal acts:

(1)

Being subject to any administrative punishment of the CSRC or given any criminal punishment due to the violation of any securities
law, administrative regulation or rules;

(2)

Being subject to any administrative punishment with serious consequences, or any criminal punishment due to violating any law, administrative
regulation or rules on the industry and commerce, tax, land, environmental protection or customs; or

(3)

Other acts in violation of other laws or administrative regulations of the state with serious consequences.

Article 10

The amount and utilization of the funds raised by a listed company shall satisfy the following provisions:

(1)

The amount of funds raised shall not exceed the amount required by the project;

(2)

The utilization of the fund raised complies with the industrial policies of the state as well as the laws and administrative regulations
on the environmental protection and land management;

(3)

Except for a financial enterprise, the fund raised at the time shall not be used on such projects as financial investments such as
holding transactional financial assets or financial assets available for sale and financial investments by lending it to others or
use it by entrusted financing, nor shall it be used to invest directly or indirectly in any company that mainly engages in buying
and selling securities;

(4)

The implementation of the investment project will not result in inter-industry competition between the listed company and the controlling
shareholder or the actual controller, nor will it affect the companys independence in production and business operations; and

(5)

It shall formulate rules on the special deposit of the funds raised and shall deposit the funds raised in the special account as
designated by its board of directors.

Article 11

Where a listed company is under any of the following circumstances, it shall not issue any securities publicly:

(1)

The application documents for the issuance at the time have any false record, misleading statement or major omission;

(2)

It illegally changes the usage of the funds raised in the previous public issuance of securities and fails to make a correction;

(3)

It has ever been publicly condemned by the stock exchange within the latest 12 months;

(4)

It and its controlling shareholder or actual controller fail to perform their public commitments to the investors within the latest
12 months;

(5)

It or any of its incumbent directors, senior management members is investigated by the judicial organ due to any suspected crime
or is investigated by the CSRC due to any suspected violation of laws or regulations; or

(6)

Other circumstances under which it severely impaired the legitimate rights and interests of the investors, and the social and public
interests.

Section 2 Issuance of Securities

Article 12

The allotment and sale of shares to the original shareholders (hereinafter referred to as allotment of shares) shall satisfy the
following provisions in addition to meeting the provisions of Section 1 of this Chapter:

(1)

The amount of the shares to be allotted shall not exceed 30% of the total amount of capital stock prior to allotment of shares at
the time;

(2)

The controlling shareholder shall make a public commitment on the amount of shares it subscribes before the shareholders assembly;
and

(3)

The stocks shall be issued by way of proxy sale prescribed by the Securities Law.

Where the controlling shareholder fails to perform its commitment to subscribe to the shares allotted to it, or the number of shares
subscribed to by the original shareholders does not reach 70% of the number of shares to be allotted at the expiration of the term
of proxy sale, the issuer shall refund to the shareholders who have subscribed to the shares allotted to them on the issuing price
plus interests as calculated at the bank deposit rate for the same period.

Article 13

To publicly raise shares towards against unspecified objects (i.e. to make additional issuance), a listed company shall meet the
following provision in addition to satisfying the provisions of Section 1 of this Chapter: followings:

(1)

The weighted average yield rates of net asset for the latest 3 years shall not be lower than 6%. Comparing the net profit deducting
non-regularity profit and loss with the pre-deduction net profit the lower one shall be the calculation basis of weighted average
yield rates of net asset.;

(2)

Except for a financial enterprise, it does not hold any relatively large amount of transaction financial assets or financial asset
available for sale, nor does it make any financial investment by lending money to others or by making any entrusted financing by
the end of the latest period;

(3)

The issuance price shall not be lower than the average price of the companys stock prices during the 20 transaction days prior
to the announcement of the letter of intent or the average price of the transaction day prior to the issuance.

Section 3 Issuance of Convertible Corporate Bonds

Article 14

To publicly issue convertible corporate bonds, a company shall meet the following provisions in addition to satisfying the provisions
of Section 1 of this Chapter :

(1)

The weighted average yield rates of net asset for the latest 3 years shall be not lower than 6%. Comparing the net profits after
deducting the non-regular profits and losses with the pre-deduction net profits the lower one shall be the calculation basis of weighted
average yield rates of net asset ;

(2)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of net assets at the
end of the latest period; and

(3)

The annual average amount of distributable profits realized in latest 3 years is not less than the annual amount of interests of
the corporate bonds.

The term “convertible corporate bonds” as mentioned in the preceding paragraph shall refer to the corporate bonds which are issued
by an issuing company pursuant to law and which may be converted to shares in a certain period under stipulated conditions.

Article 15

The term of convertible corporate bonds shall be 1 year at least, and 6 years at most.

Article 16

The par value of each convertible corporate bond shall be 100 Yuan.

The interest rate of a convertible corporate bond shall be determined by the issuing company consulting with the opinion of the major
underwriter, but it shall conform to the relevant provisions of the state.

Article 17

For issuing convertible corporate bonds publicly, a company shall entrust a qualified credit rating institution to make credit ratings
and follow-up ratings.

A credit rating institution shall announce at least one follow-up rating report every year.

Article 18

A listed company shall finish the matters on paying off the balance of principal and interest of the bonds within 5 working days
after the expiration of the term of convertible corporate bonds.

Article 19

For issuing convertible corporate bonds publicly, a company shall stipulate measures on the protection of the rights of bond holders,
the rights and procedures of bondholders meetings, as well as the conditions for the effectiveness of the resolutions made at bondholders
meetings.

A bondholders meeting shall be held in case any of the following events occurs:

(1)

The stipulations in the prospectus shall be changed;

(2)

The issuer is unable to pay the principals and the interests on schedule;

(3)

The issuer reduces its registered capital, or is merged, split up, dissolved or applies for bankruptcy;

(4)

There is any major change in the guarantor or guaranty; or

(5)

Any other event that may affect the major interests of the bondholders.

Article 20

For issuing convertible corporate bonds publicly, the company shall provide a guaranty unless its unaudited net assets at the end
of the latest period amounts to RMB 1.5 billion Yuan.

Where a guaranty is required, a full amount guaranty shall be provided. The scope of guaranty shall include the principal and interest,
penalty for breach of contract, damages compensation, and expenses for the realization of creditors rights.

Where a guaranty is provided by way of promise, it shall be a guaranty of joint and several liabilities and the amount of the unaudited
net assets of the guarantor at the end of the latest period shall not be less than the accumulative amount of the guaranties of the
guarantor. A securities company or a listed company shall not act as a guarantor for the issuance of convertible bonds, with exception
for listed commercial banks.

When setting a mortgage or pledge, the estimated value of the mortgaged or pledged property shall not be lower than the guaranty amount.
The estimated value shall be assessed by a qualified asset assessment institution.

Article 21

The convertible corporate bonds shall not be converted into corporate stocks unless 6 months have lapsed as of the end date of the
issuance thereof. The time limit for the conversion shall be determined by company in light of the existence period of the corporate
bonds as well as the financial status of the company.

A bondholder shall have the options whether to convert the corporate bonds into stocks or not. It will become a shareholder of the
issuing company the day next to the conversion.

Article 22

The conversion price shall not be lower than the average price of the transaction of companys stock in 20 transaction days prior
to the announcement of the prospectus or the average price of prior one transaction day.

The term “conversion price” as mentioned in the preceding paragraph shall refer to the price paid by per share converted from convertible
corporate bond that is stipulated in the prospectus in advance.

Article 23

A prospectus may stipulate redemption clauses, which shall state that the listed company may redeem the convertible corporate bonds
that have not been converted into stocks in light of the conditions and price stipulated in advance.

Article 24

A prospectus may stipulate the sell-back clauses, which shall state that the bondholders may sell the bonds back to the listed company
in light of the conditions and price stipulated in advance.

The prospectus shall stipulate that the bondholders shall have the sell-back right for once in case that the listed company changes
any of the announced purposes of use of the funds raised.

Article 25

A prospectus shall stipulate the principle and method for adjusting the conversion price. After the issuance of convertible corporate
bonds, the conversion price shall be adjusted at the time when any change in the shares of the listed company is resulted from the
allotment of shares, the issuance of additional shares, gift shares, dividends distribution, split-up or any other event.

Article 26

Where a prospectus contains any clause on downward revision of the conversion price, it shall simultaneously stipulate:

(1)

The conversion price revision plan shall be submitted to the general assembly of shareholders of the company for voting and shall
be subject to approval of 2/3 or more of the voting rights held by the shareholders attending the meeting of the general assembly.
When the assembly of shareholders takes a vote, the shareholders holding convertible corporate bonds shall disqualify themselves;
and

(2)

The price after the revision shall not be lower than the average price of transaction of the companys stock prices 20 transaction
days prior to the announcement of the prospectus and the average price of prior one transaction day.

Article 27

A listed company may publicly issue convertible corporate bonds for which the transaction of warrants is separated from the transaction
of bonds. (Hereinafter referred to as “convertible corporate bonds with separate transactions”)

To issue convertible corporate bonds with separate transactions, the listed company shall satisfy the following provisions in addition
to meeting the provisions of Section 1 of this Chapter :

(1)

The companys unaudited net assets at the end of the latest period amounts to 1.5 billion Yuan or more;

(2)

The average annual distributable profits realized in the latest 3 years is not less than the annual amount of interest of the corporate
bonds;

(3)

The average annual net amount of the cash flows brought about by its business operations within the latest 3 accounting years is
not less than the annual amount of the interest of corporate bonds, with exception for those companies which meets the provisions
in Article 14 (1) of these Measures; and

(4)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of the net assets
at the end of the latest period and the expected total amount of fund raised by the exercise of all related warrants shall not exceed
the amount of the convertible corporate bonds to be issued.

Article 28

An application shall be filed with the stock exchange where the the listed company is listed, for listing and trading the convertible
corporate bonds with separate transactions.

The corporate bonds and warrants in the convertible corporate bonds with separate transactions shall get listed for trading respectively
in case that they satisfy the conditions for getting listed listing in the stock exchange.

Article 29

The term of convertible corporate bonds with separate transactions shall be one year at least.

The provisions of Articles 16 through 19 of these Measures shall apply to the par value, interest rate, credit rating and repayment
of the principal and interest of the bonds, as well as the protection of the creditors rights.

Article 30

Where the issuer provides a guaranty for the issuance of convertible corporate bonds with separate transactions, the provision of
Paragraphs 2 through 4 of Article 20 of these Measures shall apply.

Article 31

Where any warrant is listed for trading, the elements it stipulates shall include the exercise price, existence period, exercise
period or exercise date, and exercise ratio.

Article 32

The exercise price of the warrants shall not be lower than the average price of the companys stock prices in 20 transaction days
prior to the announcement of the prospectus or the average price prior one transaction day.

Article 33

The existence period of warrants shall not exceed the term of corporate bonds. It shall not be less than 6 months as of the date
of end of issuance.

No adjustment may be made to the existence period of warrants as announced in the prospectus.

Article 34

No warrants may be exercised until at least 6 months after the end of its issuance. The exercise period shall be a period prior to
the expiration of the existence period or shall be a special transaction date within the existence period.

Article 35

The prospectus of convertible corporate bonds with separate transactions shall stipulate that the bondholders shall have the sell-back
right for once in case that the listed company changes the announced purposes of use of the fund to be raised.

Chapter III Conditions for Private Offering of Stocks

Article 36

The term “private offering of stocks” as mentioned in these Measures shall refer to the offering of stocks to specified objects by
a listed company in a private manner.

Article 37

The specified objects of private offering of stocks shall meet the following provisions:

(1)

The specified objects meet the conditions as stipulated in the resolution of the shareholders assembly;

(2)

The offering number of specified objects shall not exceed 10.

Where a specified object is an overseas strategic investor, it shall be subject to the approval of the relevant department of the
State Council prior to the offering.

Article 38

To make a private offering of stocks, a listed company shall meet the following provisions:

(1)

The offering price shall not be lower than 90% of the average price of the companys stocks in 20 transaction days prior to the
benchmark date of pricing;

(2)

The shares presently offered shall not be transferred to others within 12 months as of the end of offering. The shares subscribed
by the controlling shareholder or actual controller and enterprises it controlled shall not be transferred to others within 36 months;

(3)

The utilization of the fund raised funds shall conform to the provisions of Article 10 of these Measures; and

(4)

Where the present offering shall result in any change in the controlling power of the listed company, it shall conform to other provisions
of China Securities Regulatory Commission.

Article 39

Where any listed company is under any of the following circumstances, it shall not make any private offering of stocks:

(1)

The application documents for the present offering have any false record, misleading statement or major omission;

(2)

The rights and interests of the listed company are severely impaired by its controlling shareholder or actual controller and the
impairment has not been eliminated;

(3)

The listed company or its subsidiary company illegally provides any guaranty to others and the guaranty has not been cancelled;

(4)

Any of the incumbent directors or senior management members of the listed company has ever been given any administrative punishment
by the CSRC within the latest 36 months or has been condemned publicly by the stock exchange within the latest 12 months;

(5)

The listed company or any of its incumbent directors, senior management members is under investigation conducted by the judicial
organ due to any suspected crime or is under investigation conducted by the CSRC due to any suspected violation of laws or regulations;

(6)

The listed company has ever been issued audit report with reserved opinions, negative opinions or opinions that can not be expressed
by a certified public accountant for its financial statements in the latest 3 years and in the latest one period, unless the consequences
of the events involved therein have been eliminated or the present offering involves significant restructuring; or

(7)

Other circumstances under which the lawful rights and interests of the investors, and social and public interests are severely impaired.

Chapter IV Issuance Procedures

Article 40

Where a listed company applies for issuing securities, its board of directors shall make a resolution on the following matters and
shall submit it to the shareholders assembly for approval:

(1)

A plan for the present issuance of securities;

(2)

A feasibility report on the purposes of uses of the funds to be raised by the present issuance;

(3)

A report on the purposes of uses of the funds raised by in the previous issuance; and

(4)

Other matters that must be specified.

Article 41

The shareholders assembly shall make a resolution on the issuance of stocks, which shall include the following matters at least:

(1)

Type and amount of securities of the present issuance;

(2)

Issuance method, objects of the issuance and the arrangement about the allotment to the original shareholders;

(3)

Pricing method or the price range;

(4)

Purposes of use of the funds to be raised;

(5)

Valid period of the resolution;

(6)

Authorization to the board of directors to deal with specific issues relating to the present issuance; and

(7)

Other matters that must be specified.

Article 42

The shareholders assembly shall make a resolution on the issuance of convertible corporate bonds, which shall include the following
matters at least:

(1)

Matters as prescribed in Article 41 of these Measures;

(2)

Interest rate of the bonds;

(3)

Term of the bonds;

(4)

Guaranty related matters;

(5)

Sell-back clauses;

(6)

Time limit and method for the repayment of principal and interest;

(7)

Conversion period; and

(8)

Determination and revision of the conversion price.

Article 43

The shareholders assembly shall make a resolution on the issuance of convertible corporate bonds with separate transactions, which
shall include the following matters at least:

(1)

Matters as prescribed in Articles 41 and items (2) through (6) of Article 42 of these Measures;

(2)

Exercise price of the warrants;

(3)

Existence period of the warrants; and

(4)

Exercise period or exercise date of the warrants.

Article 44

A resolution made by the shareholders assembly regarding the issuance of securities shall be subject to the agreement by the 2/3
of the voting rights of the shareholders attending the meeting. Where the listed company issues securities to its specific shareholders
and their connected parties, the connected shareholders shall disqualify themselves when the shareholders assembly takes a vote
on the issuance plan.

Where a listed company convenes a shareholders assembly with respect to the matters of issuance of securities, it shall make it
convenient for the shareholders to attend the shareholders assembly by providing them with network service or other facilities.

Article 45

Where a listed company applies for the public issuance of securities or private offering of new shares, it shall be recommended by
a recommender, which shall file an application with China Securities Regulatory Commission.

The recommender shall make and submit the application documents on issuance according to the relevant provisions of the CSRC.

Article 46

The CSRC shall examine a securities issuance application in light of the following procedures:

(1)

It shall decide whether to accept the application documents or not within 5 working days after it receives them;

(2)

It shall conduct a preliminary examination over the application documents after it accepts them;

(3)

Its Issuanc

ANNOUNCEMENT NO.38, 2006 OF THE MINISTRY OF COMMERCE OF THE PEOPLE’S REPUBLIC OF CHINA

the Ministry of Commerce

Announcement No.38, 2006 of the Ministry of Commerce of the People’s Republic of China

[2006] No.38

Ministry of Commerce issued Announcement No. 34 on June 13, 2005, on starting the anti-dumping investigation on imported Wear Resistant
Overlay originating from the U.S and EU. The investigated product is listed under No. 48064000 of Customs Tariff of Import and Export
of the People’s Republic of China.

Since this case is rather complicated, Ministry of Commerce decided to postpone the investigation period for another 6 month, namely
ending on December 13, 2006, in accordance with Article 26 of Anti-dumping Regulations of People’s Republic of China.

Ministry of Commerce

May 22, 2006

the Ministry of Commerce
2006-05-22

CRITERIA ON ASSIGNMENT OF THE STATE-OWNED LAND USE RIGHT THROUGH INVITATION FOR BID, AUCTION AND HANGING OUT A SHINGLE (FOR TRIAL IMPLEMENTATION)

Criteria on Assignment of the State-owned Land Use Right Through Invitation for Bid, Auction and Hanging Out a Shingle (For Trial
Implementation)

(Promulgated by Ministry of Land and Resources of the People’s Republic of China on May 31,2006, and shall enter into force as of
August 1, 2006)

Catalogue
Foreword

1. Scope of Application

2. Quotative Criterion and Documents

3. Basis

4. General Provisions

5. Publication of Assignment Plans and Determine of Land Supply

6. Setting-down and Determine of Assignment Plans

7. Land Price Evaluation and Determine of the Base Price of Assignment

8. Setting-down of Assignment Documents

9. Release of Assignment Declarations

10. Application and Qualification Examination

11.Execution of the Policy of “Invitation for Bid, Auction and Hanging Out a Shingle” – Invitation for Bid

12. Execution of the Policy of “Invitation for Bid, Auction and Hanging Out a Shingle” – Auction

13. Execution of the Policy of “Invitation for Bid, Auction and Hanging Out a Shingle” – Hanging Out a Shingle

14.Conclusion of Assignment Contracts and Publication of Assignment Results

15.Verification and Issuance of the Land Using Permit for Construction and Delivery of Land

16.Coping with of Land Registration

17. Archival Filing of Materials

Annex A: Model Text Formatting for “Preceding Application for Assignment of the State-owned Land Use Right”

Annex B: Text Formatting for “Declaration on Assignment of the State-owned Land Use Right”

Annex C: Model Text Formatting for “Instructions on Assignment of the State-owned Land Use Right”

Annex D Model Text Formatting for “Application for Offering a Bid (Competitive Bid)”

Annex E: Model Text Formatting for “Confirmation of the Qualification for Offering a Bid (Competitive Bid)”

Annex F: Model Text Formatting for “Tender Documents on Auction-based Assignment of the State-owned Land Use Right”

Annex G: Model Text Formatting for “Quotation of Prices of Hanging Out a Shingle Assignment of the State-owned Land Use Right”

Annex H: Model Text Formatting for “Authorization Letter”

Annex I: Model Text Formatting for “Notification of Award”

Annex J: Model Text Formatting for “Sales Confirmation”
Foreword

The current Criteria are specified in accordance with Law of Land Administration of the People’s Republic of China, Law of the People’s
Republic of China on the Administration of the Urban Real Estate, Interim Regulations of the People’s Republic of China Concerning
the Assignment and Transfer of the Right to the Use of State-owned Land in Urban Areas, and Provisions on Assignment of the State-owned
Land Use Right Through Invitation for Bid, Auction and Hanging Out a Shingle in order to improve the assignment system of the state-owned
land use right, govern the assignment of the state-owned land use right and unify the relevant procedures and criteria, optimize
the allocation of land resources and propel the construction of the land market.

Annex B is the text formatting for Assignment Declarations by means of invitation for bid, auction and hanging out a shingle and Annexes
A, C, D, E, F, G, H, I and J are the model text formatting for the other documents as requested in the assignment by means of invitation
for bid, auction and hanging out a shingle.

The current Criteria shall be specified and put under charge of the Ministry of Land and Resources.

The drafting institutions of the current Criteria are: The Administrative Department of Land Utilization under the Ministry of Land
and Resources, the Land Sort-out Center under the Ministry of Land and Resources, the Department of Land and Resources of Liaoning
Province, the Department of Land and Resources of Jiangsu Province, the Department of Land and Resources of Fujian Province, the
Department of Land and Resources of Shangdong Province, the Department of Land and Resources of Guangdong Province and the Bureau
of Land and Resources and Real Estate of Shenzhen Municipality.

The chief drafting personnel of the current Criteria are: Liao Yonglin, Leng Hongzhi, Yue Xiaowu, Lei Aixian, Gao Yong, Xie Liangxiong,
Song Yubo, Huang Qicai, Pan Guangming, Tu Gaokun, Wang Lianzhu, Mou Aofeng, Ye Weidong, Zhong Songyi, Lin Lisen, Shen Liang, Chen
Meiying, Zhou Xu, Shen Fei and Zhang Fang.

The drafting personnel of the current Criteria (arranged in a sequence in terms of the number of strokes of their surnames) are: Yu
Shizhuan, Ma Shang, Wang Wei, Che Changzhi, Deng Yuefang, Ye Yuanpeng, Ye Dong, Ren Zhaohong, Guan Wenrong, Liu Xianqi, Liu Xiangyuan,
Liu Ruiping, Zhu Yude, Yan Hongxi, Yan Zheng, Wu Yonggao, Wu Di, Wu Haiyang, Zhang Wanzhong, Zhang Yingqi, Li Yanrong, Li Xiaojuan,
Li Xiaobin, Shu Kexin, Yang Yufang, Yang Jiangzheng, Xiao Jianjun, Chen Yongzhen, Chen Guoqing, Lin Junheng, Luo Yanguang, Zhu Jun,
Hu Libing, Hu Hongbing, Zhao Chunhua, Hao Jihu, Gao Zhiyun, Xu Jianshe, Qin Shuirong, Qian Yougen, Liang Hong, Huan Wenbo, Han Jianguo,
Han Hongwei, Jin Wei, Pan Honggao, Wei Cheng and Wei Lihua.

The Ministry of Land and Resources is responsible for interpreting the current Criterion.

Scope of Application

The current Criteria shall be applied to the assignment of the state-owned land use right by means of invitation for bid, auction
or hanging out a shingle within the territory of the People’s Republic of China. Where any the state-owned land use right is leased
or any other right to the stand-owned land are assigned by mean of invitation for bid, auction or hanging out a shingle, it shall
be carried out by referring to the current Criteria. Where the state-owned land use right is assigned by means of invitation for
bid, auction or hanging out a shingle or where the land use right of the peasants’ collective construction land is transferred by
means of invitation for bid, auction or hanging out a shingle in accordance with law, it shall be carried out by referring to the
current Criteria.

Quotative Criterion and Documents

The clauses as involved by the following Criteria and documents constitute an entire part of the articles of the current Criteria
because of their quotation. All the versions involved herein take effect upon promulgation of the current Criteria. All the parties
that apply the current Criteria shall use the latest versions of the following Criteria and documents.

GB / T 18508 C2001 Criteria for Urban Land Price Evaluation

Model Text Formatting for Contract for Assignment of the Right to the Use of Land (Guo Tu Zi Fa [2000] No. 303)

Classification of the National Land (Guo Tu Zi Fa [2001] No. 255)

Controlling Indicators of the Land Used for Industrial Construction Projects (Guo Tu Zi Fa [2004] No. 232)

Basis

(1)

Law of the People’s Republic of China on Land Administration

(2)

Law of the People’s Republic of China on the Administration of Urban Real Estate

(3)

Law of the People’s Republic of China on Urban Planning

(4)

Law of the People’s Republic of China on Administrative License

(5)

Law of the People’s Republic of China on Contract

(6)

Interim Regulations of the People’s Republic of China on Assignment and Transfer of the Right to the Use of State-owned Land in Urban
Areas

(7)

The Program for Setting Up and Perfecting the System of Punishing and Guard against Corruption By Paying Equal Attention to Education,
Bylaws and Supervision (Zhong Fa [2005] No. 3)

(8)

Notification of the State Council on Strengthening the Administration of State-owned Land Assets (Guo Fa [2001] No. 15)

(9)

Determine of the State Council on Deepening Reform and Intensifying Strictly Land Administration (Guo Fa [2004] No. 28)

(10)

Provisions of the Disciplinary Supervision Department of the Central Discipline Inspection Commission of the CPC and the Ministry
of Government Supervision on Treating Those Cadres who Abuse Their Powers to Meddle and Intervene in Such Market Economic Activities
as the Bidding and Tendering of Construction Projects, Operational Assignment of the Right to the Use of Land, Real Estate Development
and Operation in order to Safeguard Private Interests for Himself or His Relatives (Zhong Ji Fa [2004] No. 3)

(11)

Provisions on the Assignment of the State-owned Land Use Right by Means of Invitation for bid, Auction or Hanging Out a Shingle (Decree
No. 11 of the Ministry of Land and Resources)

General Provisions

4.1

Connotation of the Assignment of the State-owned Land Use Right by Means of Invitation for Bid, Auction or Hanging Out a Shingle

The term “assignment of the state-owned land use right by means of invitation for bid” means an act whereby the administrative department
of land and resources at the municipal or county level promulgates a declaration on invitation for bid or delivers an invitation
in order to invite appointed or non-appointed legal persons, natural persons or any other organizations to join the invitation for
bid of the state-owned land use right, on the basis of which a land user may be decided in accordance with the result of bidding.

The term “assignment of the state-owned land use right by means of auction” means an act whereby the administrative department of
land and resources at the municipal or county level promulgates a declaration on auction so that the buyers direct open bidding at
a designated place and time, on the basis of which a land user may be decided in accordance with the result of bidding.

The term “assignment of the state-owned land use right by means of hanging out a shingle” means an act whereby the administrative
department of land and resources at the municipal or county level promulgates a declaration on hanging out a shingle, showing the
demands for land assignment within an assigned term, on the shingles in the designated trading place of land and the prices on the
shingle shall be renewed upon acceptance of the quotation as provided by buyers, on the basis of which a land user may be decided
in accordance with the result of bidding upon expiration of the term for hanging out a shingle or the on-site bidding result.

4.2

Principles in the Assignment of the State-owned Land Use Right by Means of Invitation for bid, Auction or Hanging Out a Shingle

(1)

Being open, fair and impartial; and

(2)

Being Honest and Credible.

4.3

Scope of the Assignment of the State-owned Land Use Right by Means of Invitation for bid, Auction or Hanging Out a Shingle

(1)

In the case of such operational land for commerce, tourism, entertainment and commercial residence as well as the industrial land
requiring competition;

(2)

In the case of two or more land users who want land use upon publication of another plan of land supply;

(3)

Where the intention of the use right of any allocated land is changed and if it is clearly showed in the Determine on Assignment of
State-owned Land or in accordance with the relevant laws, regulations and administrative provisions that the land use right shall
be receded and that an assignment shall be directed by means of invitation for bid, auction or hanging out a shingle;

(4)

In the case of assignment of the use right of any allocated land and if it is clearly showed in the Determine on Assignment of the
State-owned Land or in accordance with the relevant laws, regulations and administrative provisions that the land use right shall
be receded and that an assignment shall be directed by means of invitation for bid, auction or hanging out a Shingle;

(5)

Where the intention of the use right of any assigned land is changed and if it is clearly showed in the Determine on Assignment of
the State-owned Land or in accordance with the relevant laws, regulations and administrative provisions that the land use right shall
be receded and that an assignment shall be directed by means of invitation for bid, auction or hanging out a shingle;

(6)

Under any other condition where an assignment shall be directed by means of invitation for bid, auction or hanging out a shingle in
accordance with the provisions of relevant laws, regulations and administrative provisions.

4.4

Organization and Execution of the Assignment of the State-owned Land Use Right by Means of Invitation for bid, Auction or Hanging
Out a Shingle

4.4.1

Subject of Execution

The assignment of the state-owned land use right by means of invitation for bid, auction or hanging out a shingle shall be organized
and carried out by the administrative department of land and resources at the municipal or county level.

4.4.2

Manner of Organization

The administrative department of land and resources at the municipal or county level may, when carrying out any assignment of the
state-owned land use right by means of invitation for bid, auction or hanging out a shingle, choose any of the following ways in
accordance with the real situation:

(1)

Where the administrative department of land and resources at the municipal or county level deals with it by itself;

(2)

Where the administrative department of land and resources at the municipal or county level appoints or grants its subordinated public
institution to specifically undertake; or

(3)

Where the administrative department of land and resources at the municipal or county level takes on by agents with relevant qualification
for coping with.

4.4.3

Institution in Charge of Coordination and Decision-making

A collective decision-making system shall put the assignment of the state-owned land use right into practice. The administrative department
of land and resources at the municipal or county level may, in accordance with the real situation, set up an institution in charge
of the coordination and Decision-making of the state-owned land use right, which shall be responsible for coordinating and solving
relevant issues in assignment and decide the relevant matters in a collective manner.

4.4.4

Presider of the Invitation for Bid, Auction or Hanging Out a Shingle of Land

The assignment of the state-owned land use right by means of invitation for bid, auction or hanging out a shingle shall be presided
over by a staff who meets the demands for a presider of the invitation for bid, auction or hanging out a shingle of land as assigned
by the Ministry of Land Resources and has gained the relevant qualification.

4.4.5

Procedures for Land Assignment by Means of Invitation for Bid, Auction or Hanging Out a Shingle

(1)

Publicizing the plan of assignment and deciding the way of land supply;

(2)

Organizing and deciding the plan of assignment;

(3)

Assessing the land price and deciding the base price of assignment;

(4)

Organizing the assignment documents;

(5)

Publicizing a declaration on assignment;

(6)

Application and examination of qualification;

(7)

Carrying out the invitation for bid, auction or hanging out a shingle;

(8)

Signing the assignment contract and publicizing the result of assignment;

(9)

Verifying and issuing the land using permit for construction and delivering the land;

(10)

Dealing with of the land registration; and

(11)

Placing the relevant materials on archives.

4.5

Local Supplementary Provisions

The local government may make supplementary provisions or detailed rules for the current Criteria, which shall be declared to the
administrative department of land and resources at the next higher level for archival filing.

Publication of the Assignment Plan and Determination of Land Supply

5.1

The administrative department of land and resources at the municipal or country level shall promulgate an approved assignment plan
of the state-owned land use right to the general society, and the relevant region with mature conditions may, in accordance with
the arrangement of land supply, detail the relevant assignment plan of the state-owned land use right to specific location and plots
by installments and promulgate the relevant information to the society in a timely manner. The assignment plan of the state-owned
land use right as well as the detailed in location and plots shall be promulgated on www. landchina.com at the same time.

5.2

Where the administrative department of land and resources at the municipal or county level promulgates the assignment plan of the
state-owned land use right as well as the detailed in location and plots, it shall, simultaneously, make clear the way and means
whereby a land user applies for land use, and publicly accepts applications for land use.

5.3

The entity or individual that needs land use (hereinafter referred to as the intended land user) shall, in accordance with the information
on the assignment of the state-owned land use right and the detailed information on location and plots that have been promulgated
as well as its/his own demands, files an application for land use to the administrative department of land and resources at the municipal
or county level.

5.4

Preceding Application for Land Use

In order to comprehend fully of the market demands and arrange the scale and progress of land supply in a scientific and rational
way, the relevant region with mature conditions may set up a system of preceding application for land use. The entity or individual
that has any intent to use any specific plot that has been involved into an assignment plan based on invitation for bid, auction
or hanging out a shingle may file a preceding application for land use and commit a land price it/he may offer. Where the administrative
department of land and resources at the municipal or county level deems that any land price and conditions which an entity or individual
has provided is acceptable, it may, in accordance with the plan of land assignment as well as the current land market, organize and
carry out an invitation for bid, auction or hanging out a shingle for assignment at a proper time and inform the entities or individuals
that have filed a preceding application for land use to join it. The entity or individual that has filed a preceding application
for land use shall join the tendering or bidding, wherein the price shall not be any lower than the land price it/he has promised.

5.5

In accordance with the application of the intended land user, where the demands in Provisions 4.3 for assignment of the land use right
are satisfied, the means of invitation for bid, auction or hanging out a shingle shall be used. Where it cannot be decided whether
the specific land meets the demands of Provisions 4.3, it may be proven by the institution responsible for the coordination and decision-making
of assignment of the state-owned land use right in a collective manner. For the assignment of any land use right with comprehensive
objects or specified demands for society and public welfare construction or comparatively high demands for development and construction
and if only a few entities and individuals plan to get the right, the means of invitation for bid, auction or hanging out a shingle
may be used. The assignee shall be decided in accordance with the principle of “one with most favorable conditions wins”. For the
assignment of any other land use right, the means of invitation for bid, auction or hanging out a shingle shall be adopted and an
assignee shall be decided in accordance with the principle of “one who provides the highest price wins”. Where the state-owned land
use right is assigned by means of invitation for bid, the means of an open bid invitation shall be adopted. In the case of any strict
restriction on or special demands for land users, the means of bid invitation may be adopted.

Setting-down and Determination of the Assignment Plan

6.1

Setting down the Assignment Plan Based on Invitation for Bid, Auction or Hanging Out a Shingle

The administrative department of land and resources at the municipal and country level shall, in collaboration with such relevant
departments as competent department of city planning administration, set down the assignment plan of the state-owned land use right
by means of invitation for bid, auction or hanging out a shingle in accordance with the relevant assignment plan and city planning
of the state-owned land use right.

The assignment plan of the state-owned land use right by means of invitation for bid, auction or hanging out a shingle shall include:
the specific location of the to-be-assigned plot, boundaries, intention of use, area, term, demands for land use, time of land supply,
way of land supply and time of construction. For any land for comprehensive use, the specific intention of use, area as well as its
term for assignment shall be clarified. Where any real estate of different intentions of use can be divided up and if the final users
are different entities and individuals, the term for assignment shall be decided in accordance with the specific intention of land
use as involved into the intention of comprehensive land use. Where the many intentions of use are hard to be divided up and the
final user is unique, the term for assignment may be regarded as 50 years, which is the maximum term for comprehensive land use.

6.2

Submitting for Approval of the Assignment Plan by Means of Invitation for Bid, Auction or Hanging Out a Shingle

The assignment plan of the state-owned land use right by means of invitation for bid, auction or hanging out a shingle shall be submitted
for approval of the people’s government at the municipal or county level in accordance with the relevant provisions.

Land Price Evaluation and Determination of the Base Price

7.1

Land Price Evaluation

The administrative department of land and resources at the municipal or county level shall, in accordance with the conditions of the
to-be-assigned plot and the situation of the current land market, organize an evaluation on the to-be-assigned plot in order to obtain
the normal land market price thereof in accordance with the Criteria for Urban Land Evaluation.

A land price evaluation shall be implemented by the administrative department of land and resources at the municipal or county level
or any other subordinated public institution thereof and, when it so requires, an institution with the qualification may be entrusted
to implement a price evaluation on the land or real estate.

7.2

Determination of the Base Price

Where any assignment is based on a base price, the administrative department of land and resources at the municipal or county level
or the institution responsible for the coordination and decision-making of the assignment of the state-owned land use right shall,
in accordance with the result of land price evaluation, industrial policies and the current land market, make a collective decision
on deciding the base price and the deposits for invitation for bid and purchase in a comprehensive manner. Where any assignment is
directed by invitation for bid, the base price for a tender shall be decided simultaneously. Where any assignment is directed by
means of auction or hanging out a shingle, the initial price or starting price shall be decided simultaneously.

Where a base price for a tender or a base price is decided, it shall be remained confidential before the assignment is ended, and
shall not be divulged by any entity or individual.

Setting-down of Assignment Documents

The administrative department of land and resources at the municipal or county level shall, in accordance with the plan of assignment
by means of invitation for bid, auction or hanging out a shingle approved to set down documents of assignment of the state-owned
land use right by using invitation for bid, auction or hanging out a shingle.

8.1

The documents of assignment based on invitation for bid shall cover:

(1)

The declaration on assignment by means of invitation for bid or bid invitation;

(2)

Instructions on the assignment based on invitation for bid;

(3)

Tender document;

(4)

The application for bidding;

(5)

The boundary map of the land;

(6)

Demands of the land planning indicators;

(7)

Notification of award

(8)

Contract of Assignment of the State-owned Land Use Right; and

(9)

ANNOUNCEMENT NO.34, 2006 OF GENERAL ADMINISTRATION OF CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA

Announcement No.34, 2006 of General Administration of Customs of the People’s Republic of China

In accordance with Anti-dumping Regulations of the People’s Republic of China and results of anti-dumping investigation on imported
wear resistant overlay originating from the United States and European Union, Ministry of Commerce decided carry out provisional
anti-dumping measures on imported wear resistant overlay originating from the United States and European Union and released Announcement
No.45, 2006 of Ministry of Commerce (please refer to Appendix No.1). Related matters are announced as follows:

As from Jun 16, 2006, besides Customs duties and value-added tax of in the linkage of import in line with the current regulations,
related departments will impose anti-dumping deposits on imported wear resistant overlay originating from the United States and European
Union in line with rates of anti-dumping deposits (please refer to Appendix 2 for details), different suppliers with different rates
of anti-dumping deposits:

Anti-dumping deposit = (price after customs duty * rate of anti-dumping deposit)*(1+ rate of value-added tax in the linkage of import)

Under item 48064000, all commodities with alumina are under the investigation of the said anti-dumping case; please refer to Appendix
No.1 for detailed description. In implementation of import declaration, the commodity code of above commodities is “4806400010” while
that of other commodities under item 48064000 shall be “4806400090”.

Importers must provide certificate of origin to Customs for import of wear resistant overlay; in case the commodities are from the
United States or European Union, commercial invoices from the original manufacturers are required as well. For those cannot provide
the certificate of origin, the Customs will impose an anti-dumping deposit in accordance with the highest rate of anti-dumping deposit
listed in Appendix 2 when failing to assure that the commodities are from the United States or European Union after investigation.
In case the commodities are from the United States or European Union, but import operators cannot provide commercial invoices from
the original manufacturers, the Customs will levy an anti-dumping deposit in accordance with rate of anti-dumping deposit of other
companies of relevant countries listed in Appendix 2.

Related issues on anti-dumping deposits on wear resistant overlay originating from the United States and European Union of processing
trade bonded import are subject to Announcement No.9, 2001 of General Administration of Customs of the People’s Republic of China
and Decree No.111 of General Administration of Customs of the People’s Republic of China.

General Administration of Customs will separately release announcement on disposal of anti-dumping deposits in accordance with arbitration
results.

During valid period of the provisional anti-dumping measures of the imported wear resistant overlay, if encounter the same or similar
commodities which the Customs cannot make sure whether to impose an anti-dumping deposit on or not, please apply to Ministry of Commerce
for judgment. The Customs will act in accordance with judgment of Ministry of Commerce.

Appendix:

Announcement No.45, 2006 of Ministry of Commerce of the People’s Republic of China (omitted)

Form of Rate of Anti-dumping deposit of Wear Resistant Overlay (omitted)

General Administration of Customs

Jun 15, 2006

General Administration of Customs
2006-06-15

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE STANDARD OF THE TAXABLE AMOUNT OF COAL RESOURCE TAX OF LIAONING PROVINCE

Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting the Standard of the Taxable Amount of Coal
Resource Tax of Liaoning Province

Cai Shui [2006] No.138

The public finance department and the local taxation bureau of Liaoning Province:

It is decided upon deliberation that the standard of the taxable amount of coal resource tax of your province will be uniformly increased
to as 2.8 yuan per ton as of September 1, 2006.

Please abide hereby.

Ministry of Finance

State Administration of Taxation

September 8, 2006

Ministry of Finance, State Administration of Taxation
2006-09-08

ADMINISTRATION MEASURES OF SECURITIES ISSUANCE AND UNDERWRITING

Order of China Securities Regulatory Commission

No. 37

The Administration Measures of Securities Issuance and Consignation, which were deliberated and adopted at the 189th chairman’s executive
meeting of China Securities Regulatory Committee Commission on September 11, 2006, are hereby promulgated and shall go into force
as of September 19, 2006.
Chairman of China Securities Regulatory Committee Commission, Shang Fulin

September 17, 2006

Administration Measures of Securities Issuance and Underwriting
Chapter I General Provisions

Article 1

In order to regulate securities issuance and underwriting and protecting the legitimate rights and interests of investors, the present
Measures are formulated under the Securities Law of the People’s Republic of China and the Company Law of the People’s Republic of
China.

Article 2

The present Measures apply to issuers who issue stocks or convertible corporate bonds (hereinafter collectively referred to as securities)
within the border territory of China, securities companies that underwrite securities within the border territory of China, and investors
who subscribe securities issued within the border territory of China.

Issuers, securities companies and investors who participate in the issuance of securities shall abide by other provisions concerning
securities issuance of China Securities Regulatory Commission (hereinafter referred to as CSRC) and the business rules of stock exchanges
and securities registration and clearing institutions. In underwriting securities, securities companies shall also abide by the related
provisions concerning sponsorship system, risk control system and inner control system of the CSRC.

Article 3

The securities service institutions and personnel that produce related documents for securities issuance shall rigidly fulfill the
statutory duties in light of generally recognized business standards and ethical norms of the securities industry, and shall be responsible
for the authenticity, accuracy and integrity of the issued documents.

Article 4

The CSRC shall supervise and manage the issuance and underwriting of securities in accordance with law.

Chapter II Inquiry and Price-Fixing

Article 5

As for the initial public offering of a stock, the issuing price of the stock shall be determined by making an inquiry to the specified
institutional investors (hereinafter referred to as inquiry objects).

Inquiry objects refer to the securities investment funds management companies, securities companies, trust and investment companies,
financial companies, insurance institutional companies, and qualified foreign institutional investors that meet the conditions prescribed
in the present Measures, and other institutional investors authorized and approved by the CSRC.

Article 6

Inquiry objects of pricing and the securities investment products under its management (hereinafter referred to as object of shares
rationing) shall be registered at Securities Association of China for record and be subject to the self-discipline management of
Securities Association of China

Article 7

Inquiry objects of pricing shall meet the conditions as follows:

(1)

It is established in light of law, and has not been imposed with any administrative penalty, supervising measure or criminal penalty
by the related supervising departments because of any significant violation of laws or regulations during the latest 12 months;

(2)

It may conduct stocks investment in accordance with law;

(3)

It has good credit record, and has necessary institutions and personnel for independently engaging in securities investment;

(4)

It has sound systems of inner risk evaluation and control which can be effectively executed, and the risk control indexes accord with
the related provision; and

(5)

Where it has been removed from the list of inquiry objects by Securities Association of China according to the provisions of the present
Measures, 12 months have lapsed since the date of removal.

Article 8

The following institutional investors, as inquiry objects, shall also satisfy the following conditions in addition to those provided
in Article 7 :

(1)

A securities company may conduct securities self-run business and securities assets management business upon approval;

(2)

A trust and investment company shall have been newly reregistered at the relevant supervising department for two or more years, its
registered capital shall not be lower than 400 million Yuan, and it shall have an active record of securities market investments
in the latest 12 months;

(3)

A financial company which has been established for 2 years or more with a registered capital not lower than 300 million Yuan and has
an active record of securities market investments in the latest 12 months; .

Article 9

A main consignee shall provide an investment value study report to the inquiry objects when making inquiries. Issuer, main consignee
or inquiry object shall never publicly disclose the content of an investment value study report in any form.

Article 10

An investment value study report shall be independently written and signed by the research personnel of a consignee, which shall
not provide an investment value study report written by an institution other than one of the underwriting syndicate. A consignee
that produces investment value study report shall establish perfect quality control system of investment value study report; the
personnel who write the report shall abide by the inner control system of securities companies.

Article 11

When writing an investment value study report, the following requirements shall be observed:

(1)

Independence, prudence and objectiveness;

(2)

The materials quoted shall be authentic, accurate, integrate and authoritative, and their sources shall be indicated;

(3)

The evaluation concerning the industry of the issuer shall be consistent and coherent;

(4)

There shall be no false record, misleading statement or momentous omission.

Article 12

An investment value study report shall make comprehensive analysis concerning the elements that affect the investment value of an
issuer, and shall at least contain the contents as follows:

(1)

The classification of the issuer’s industry, industrial policies, comparison between the issuer and the major competitors, and the
issuer’s status in the same industry;

(2)

Analysis concerning the issuer’s condition of operation and development prospect;

(3)

Analysis concerning the issuer’s capacity of making profits and their financial conditions;

(4)

Analysis concerning the issuer’s projects invested by raised funds;

(5)

Comparison between the investment value of the issuer and those that of the comparable listed companies in the same industry;

(6)

Macro economic trend, stock market trend and other elements that have important impact on the investment value of the issuer.

An investment value study report shall, on the basis of the above-mentioned analysis, anticipate the rational investment value of
an issuer’s stock by using the estimating methods recognized generally in the industry.

Article 13

An issuer and its main consignee shall make recommendations and inquiries to the inquiry objects after publishing the prospectus
of an initial public offering stock and the announcement on issuance, and shall make recommendations to the public investors via
internet.

Inquiry may be divided into initial inquiry and accumulated bidding inquiry. An issuer and its main consignee shall determine the
issuing price span through initial inquiry, and determine the issuing price within the price span through accumulated bidding inquiry.

Article 14

If an initially offered stock is listed on the board of small and medium-sized enterprises, the issuer and its main consignee may
determine the issuing price in light of the outcome of initial inquiry instead of further conducting accumulated bidding inquiry.

Article 15

an inquiry object may determine by itself whether or not to participate in the initial inquiry; if an inquiry object applies for
participating in the initial inquiry, the main consignee can not refuse without legitimate reasons. An inquiry object that does not
participate in the initial inquiry, or participates in the initial inquiry but doe not make effective quotation, shall not participate
in the accumulated bidding inquiry and offline rationing.

Article 16

After the end of initial inquiry, where the number of the publicly offered shares is smaller than 400 million and the inquiry objects
that provide effective quotations are less than 20, or the number of the publicly offered shares is larger than 400 million and the
inquiry objects that provide effective quotations are less than 50, the issuer and its main consignee may not determine the issuing
price and shall suspend the issuance.

Where an issuer and its main consignee resume the issuance after suspending it, they shall report to the CSRC in time.

Article 17

An inquiry object shall make reasonable quotation according to the principles of independence, objectiveness and sincerity, may not
negotiate on the quotation or lower or raise prices on purpose.

Article 18

The securities self-run account of a main consignee may not participate in the inquiry, offline rationing and online issuance of
the shares issued this time.

An inquiry object that has actual control relationship with the issuer or its main consignee may not participate in the inquiry and
offline rationing of the shares issued this time, but may participate in the online issuance.

Article 19

An issuer and its main consignee shall, after the issuing price span and the issuing price being determined, respectively report
them to the CSRC for record and make public announcements accordingly.

Article 20

An issuer and its main consignee may not mislead investors in the process of recommendation, or disturb the normal quotation or subscription
of any inquiry object, or disclose other information of the issuer expect such public information as prospectus; there shall not
be any false record, misleading statement or momentous omission in the recommendation materials.

Article 21

An inquiry object shall summarize the inquiry situation of the previous year within one month upon the end of that year, and make
explanations on whether it persistently accords with the conditions prescribed in the present Measures and whether it complies with
the requirements on inquiry objects as prescribed in the present Measures. The summary report shall be reported to Securities Association
of China for record.

Article 22

When issuing securities, a listed company may determine the issuing price by means of inquiry, or by negotiating with its main consignee.

The price-fixing of securities issued by a listed company shall be in accordance with the relevant provisions on securities issuance
of listed companies prescribed by the CSRC.

Chapter III Securities Offering

Article 23

Where the number of the initially offered shares is more than 400 million, shares may be rationed to strategic investors. The issuer
shall subscribe a ration agreement with strategic investors in advance and shall report to the CSRC for record.

An issuer and its main consignee shall disclose the standards for selecting strategic investors, the total amount of shares rationed
to strategic investors, the proportion taken of the shares issued this time, and time limit on holding shares, etc.

Article 24

A strategic investor may not participate in the initial inquiry and accumulated bidding inquiry of a stock of initially public offering,
and shall make a promise that the holding period of the shares rationed to it this time shall not be less than 12 months, The holding
period shall be calculated as of the date when the stock publicly offered this time is listed.

Article 25

An issuer and its main consignee shall ration shares to the inquiry objects that take part in the offline rationing. Where less than
400 million shares are offered publicly, the quantity for rationing shall not be more than 20% of the total amount of this issuance;
where 400 million or more shares are offered publicly, the quantity for rationing shall not be more than 50% of the total amount
of this issuance after deducting the amount rationed to strategic investors. An inquiry object shall make a promise that the holding
period of the shares obtained this time through offline rationing shall not be less than 3 months. The holding period shall be calculated
as of the date when the stock publicly offered this time is listed.

Where the shares issued this time are rationed to strategic investors, upon the completion of the issuance, the quantity of the shares
without any restriction on holding period shall not be less than 25% of the total amount of this issuance.

Article 26

The rationing objects of shares shall be limited to the following categories:

(1)

Securities investment funds raised upon approval;

(2)

National social security funds;

(3)

Securities self-run accounts of securities companies;

(4)

Aggregate asset management plans of securities companies established upon approval;

(5)

Securities self-run accounts of trust and investment companies;

(6)

Aggregate trust plans established by trust and investment companies which have performed reporting procedures to the relevant supervision
departments;

(7)

Securities self-run accounts of financial companies;

(8)

Approved securities investment accounts of insurance companies or insurance assets management companies;

(9)

Securities investment accounts managed by qualified foreign institutional investors;

(10)

Enterprise annuity funds that have been put on records at the relevant supervision departments;

(11)

Other products of securities investment approved by the CSRC.

Article 27

An inquiry object shall respectively appoint fund accounts and securities accounts for the objects of shares rationing under its
management, which shall be specially used for accumulated bidding inquiry and offline placement, and shall report the accounts appointed
to the CSRC, Securities Association of China and securities registration and clearing institutions for record.

Article 28

An object of shares rationing that participates in accumulated bidding inquiry and offline rationing shall pay the amount for subscription
in full amount, where only a securities account is appointed, the accumulated quantity of subscription shall not exceed the total
amount of shares rationed to inquiry objects this time.

Article 29

An issuer and its main consignee who determined the issuing price through accumulated bidding inquiry, where the aggregate quantity
of effective subscription with price above the issuing price is larger than the quantity of offline rationing, shall ration all the
effective subscription with price above the issuing price at the same proportion.

Where an issuing price is determined through initial inquiry, if the aggregate quantity of offline effective subscription is larger
than the quantity of offline rationing, all the effective subscription shall be rationed at the same proportion.

Article 30

A main consignee shall check the registration situation of inquiry objects and objects of shares rationing. An inquiry object that
falls under any of the following circumstances may not be rationed with shares:

(1)

It did not participate in the initial inquiry;

(2)

The name or account information of an inquiry object or object of shares rationing is inconsistent with those registered at Securities
Association of China;

(3)

It fails to offer a quotation within prescribed time limit or appropriate capital for subscription in full amount;

(4)

There is evidence which can prove the existence of such circumstances as violation of any law or regulation or violation of the principle
of good faith in the process of inquiry.

Article 31

An issuer and its main consignee shall conduct offline rationing of shares and online issuance at the same time.

Where the online issuing price is not yet determined, the investors taking part in the online issuance shall subscribe in accordance
with the upper limit of the price span; if the finally determined issuing price is lower than the upper limit of the price span,
the price difference shall be refunded to the investors.

An investor that takes part in online issuance shall observe the related provisions of securities exchanges and securities registration
and clearing institutions.

Article 32

Where initially public issuance of a stock reaches a certain scale, the issuer and its main consignee shall establish a claw-back
mechanism between offline rationing and online issuance, and adjust the proportion between the two in light of the situation of subscription.

Article 33

If there is any profit distribution plan or plan concerning the conversion of public accumulation funds into shares capital that
has not been handed in to the general meeting of shareholders for voting, or that has been voted and adopted by the general meeting
of shareholders but has not been actualized, the listed company shall issue securities after such plan is actualized. Before the
related plan is actualized, the main consignee may not underwrite the securities issued by the listed company.

Article 34

Where a listed company rations shares to the original shareholders (hereinafter referred to as rationing shares), it shall ration
shares to the shareholders registered at the book on the date of record at the same rationing ratio.

Article 35

Where a listed company publicly raises shares from unspecified objects (hereinafter referred to as additional issuance) or issues
convertible corporate bonds, the main consignee may classify the institutional investors that participate in offline rationing ,
and set different rationing ratios for different categories, while the institutional investors belonging to the same category shall
be rationed at the same ratio. The main consignee shall specify the standards of classification in the issuance announcement.

Where a main consignee fails to classify the institutional investors, it shall establish a claw-back mechanism between offline rationing
and online issuance, the rationing ratios of the two shall be the same with each other after the claw-back.

Article 36

Where a listed company issues additional stocks or convertible corporate bonds, it may ration all or part of shares by giving priority
to the original shareholders, the proportion of priority ration shall be disclosed in the issuance announcement.

Article 37

Where a listed company makes non-public issuance of securities, it shall conform to the related provisions on securities issuance
of listed companies prescribed by the CSRC in choosing the issuing objects and the issuing quantities.

Chapter IV Securities Consignation

Article 38

Before underwriting securities, a securities company shall report the issuing plan and the underwriting plan to the CSRC.

Article 39

A securities company that underwrites securities shall adopt the mode of exclusive sales or sales by proxy in light of provisions
of Article 28 of the Securities Law of the People’s Republic of China. A listed company that issues stocks non-publicly and does
not adopt the mode of self-distribution, or the mode of rationing, shall adopt the mode of sales by proxy.

Article 40

Where the mode of sales by proxy is adopted in the issuance of a stock, the disposal measures in case of issuance failure shall be
disclosed in the issuance announcement. If the issuance failed, the main consignee shall assist the issuer in refunding to the stock
subscribers in accordance with the issuing price adding the bank deposit interest of the same period.

Article 41

Where a securities issuance shall be underwritten by an underwriting syndicate in accordance with the provisions of laws and administrative
regulations, the consignees that compose the underwriting syndicate shall conclude an underwriting syndicate agreement, and the main
consignee shall be responsible to organize the underwriting work.

Where a securities issuance is mainly underwritten jointly by two or more securities companies, all securities companies that occupy
the position of main consignee shall bear the responsibilities of main underwriting together and fulfill the related obligations.
Where an underwriting syndicate is constituted with three or more consignees, a deputy-main consignee may be set to assist the main
consignee in organizing the underwriting activities.

Article 42

The member of an underwriting syndicate shall carry through underwriting activities in light of the provisions in the underwriting
syndicate agreement and the underwriting agreement, and may not conduct any false underwriting.

Article 43

The underwriting syndicate agreement and the underwriting agreement may be concluded after the issuing price is determined.

Article 44

The main consignee shall set up special departments or institutions to coordinate the companys departments of investment bank research,
marketing, etc, to complete such work as information disclosure, recommendation, book-keeping, price-fixing, shares rationing and
capital clearance, etc together.

Article 45

A securities company may not, in the process of underwriting, induce other people to subscribe shares by means of providing overdraft
or kickback or other illegitimate means recognized by the CSRC.

Article 46

A listed company, in arranging the suspension and resumption of listing related securities during the period of securities issuance,
shall observe the related rules of securities exchanges corporation.

The main consignee shall appropriate and pay the interests on funds deposited for the purchase of new securities in time according
to the related provisions.

Article 47

After the end of payment for subscription by investors, a main consignee shall employ an accounting firm with the qualification of
related securities business (hereinafter referred to as accounting firm) to examine and verify the capital for subscription and produce
a report on the verification of capital; where a stock of initial public offering is issued, it is necessary to further employ a
law firm to witness whether the acts of inquiry and rationing to strategic investors and inquiry objects are in line with laws, administrative
regulations and the provisions of the present Measures, and then produce special legal opinions.

Article 48

Where more than 400 million shares of initially public offering are issued, the issuer and its main consignee may adopt greenshoe,
the exercise of this power shall abide by the related provisions of the CSRC, securities exchanges and securities registration and
clearing institutions.

Article 49

Where a securities is publicly offered, the main consignee shall report the summary report of underwriting to the CSRC for record
within 10 days as of the date when the securities is listed so as to summarize and explain the basic situations during the issuance
period and the performance of the new shares after being listed, and shall provide documents as follows:

(1)

Separate edition of the prospectus;

(2)

Underwriting agreement and underwriting syndicate agreement;

(3)

Opinions of witness by the lawyer (only for the initially public offering);

(4)

Report on the verification of capital produced by the accounting firm; and

(5)

NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE RULES FOR THE BID INVITATION OF ACCOUNTING FIRMS FOR THE AUDIT ENTRUSTMENT

the Ministry of Finance

Notice of the Ministry of Finance on Printing and Distributing the Rules for the Bid Invitation of Accounting Firms for the Audit
Entrustment

Cai Hui [2006] No.2

To the departments (bureaus) of finance of all provinces, autonomous regions and municipalities directly under the Central Government,
Shenzhen City Bureau of Finance, relevant ministries, commissions of and institutions directly under the State Council and enterprises
under central administration,

For the purpose of regulating the activities relating to the bid invitation of accounting firms for the audit entrustment, promoting
the fair competition in the industry of certified public accountants and protecting the lawful rights and interests of tenderees
and bidding firms, the Ministry of Finance has formulate the Rules for the Bid Invitation of Accounting Firms for the Audit Entrustment,
which are now printed and distributed to you. The Rules shall come into force as of the date of March 1, 2006.

Annex: Rules for the Bid Invitation of Accounting Firms for the Audit Entrustment

Ministry of Finance (Seal)

January 1, 2006 Annex:Rules for the Bid Invitation of Accounting Firms for the Audit Entrustment

Article 1

For the purpose of regulating the activities relating to the bid invitation of accounting firms (hereinafter referred to as the firms)
for the audit entrustment, promoting the fair competition in the industry of certified public accountants and protecting the lawful
rights and interests of tenderees and bidding firms, these Rules are formulated according to the Bidding Law of the People’s Republic
of China, the Law of the People’s Republic of China on Certified Public Accountants and other relevant laws.

Article 2

The tenderees shall abide by the Bidding Law of the People’s Republic of China for the audit entrustment of firms by way of bid invitation,
which shall conform to these Rules.

Article 3

The principles of openness, fairness, equity and good faith shall be followed for the bidding activities.

No entity or individual may violate the laws or administrative regulations, restrict or exclude firms from participating in the bidding
or illegally interpose the bidding in any form.

When undertaking and conducting the audit work by way of bidding, a firm shall abide by the audit rules and professional ethics, fulfill
obligations and accomplish the bid winning project in strict accordance with the agreement on the audit work.

Article 4

The following procedures shall be observed when conducting the bid invitation of firms for the entrustment of audit work:

(1)

Bid invitation, which includes the determination of the way of bid invitation, the issuance of bid invitation announcements (in the
case of public bid invitation) or issuance of bid invitation letters (in the case of selective bid invitation), the formulation of
bid invitation documents and the delivery of bid invitation documents to potential bidding firms;

(2)

Bid opening;

(3)

Bid evaluation; and

(4)

Determination of the bid winning firm, issuance of the bid winning notice and conclusion of the agreement on the audit work with the
bid winning firm.

Article 5

Generally, a tenderee shall entrust a firm by way of public bid invitation.

If a bid invitation project is under any of the following circumstances, the method of selective bid invitation may be adopted:

(1)

There is particularity , meaning the firm can only be chosen from a limited scope; or

(2)

There is an emergency, meaning the entrustment cannot be accomplished by the way of public bid invitation within the prescribed time
limit.

Article 6

Where the way of public bid invitation is adopted, a bid invitation announcement shall be publicized. Where the way of selective bid
invitation is adopted, the bid invitation letters shall be sent out to at least three firms.

The bid invitation announcement and the bid invitation letters shall state the name and address of the tenderee, the quality, quantity,
implementation site and time of the bid invitation project as well as the measures for obtaining bid invitation documents, etc.

Article 7

A tenderee may request the potential firms to provide relevant qualification certificates and performance conditions in the bid invitation
announcement or the bid invitation letters, and carry out the qualification examination of potential bidding firms according to the
requirements of the project for bid invitation.

A tenderee shall make full use of the industrial information as publicized by the fiscal department and the association of certified
public accountants, and implement the provisions of the Ministry of Finance on the audit administration during the process of qualification
examination,.

Article 8

A tenderee shall formulate bid invitation documents according to the characteristics of bid invitation project and the requirements.
The bid invitation documents shall include:

(1)

The introduction of the bid invitation project;

(2)

The standards for the qualification examination of bidding firms;

(3)

The requirements on the quotes for bidding;

(4)

The standards for bid evaluation; and

(5)

The main articles of the agreement on the audit work to be concluded.

Article 9

A tenderee shall make explicit disclosure of the information about the bid invitation project in the bid invitation documents in order
to facilitate the determination of the workload, the formulation of the work schemes, the presentation of reasonable quotes and the
formulation of bidding documents by the bidding firms, which shall include the organizational structure, industry, operational type,
distribution and financial information (such as the assets scale and structure, debts, annual revenues and other relevant financial
indicators) of the entities to be audited.

Article 10

A tenderee shall conform to the requirements of the bid invitation project and reasonably determine the evaluation items, set down
the standards for evaluation and design the weight of the score of each evaluation item in the total score by the way of comprehensively
considering the work schemes, personnel situation, relevant work experiences, records of professional ethics and quality control
level, degree of commercial responses and quotes of bidding firms. The weight of the score as reported by any bidding firm shall
not be more than 20%.

The specific design of bid evaluation standards may be determined by referring to the attached Reference Table for the Evaluation
Items and the Design of their Weights.

Article 11

Where the time limit to complete the corresponding work for a bid invitation project needs to be determined, the tenderee shall reasonably
determine the time limit by taking into account the particularity of the industrial services of certified public accountants, and
state it in the bid invitation documents.

Article 12

A tenderee may organize the potential bidding firms for discussions and answering questions according to the specific conditions of
the bid invitation project. Where the potential bidding firms need to consult the detailed materials about the bid invitation project,
the tenderee shall offer convenience if possible.

Article 13

A tenderee shall consider the particularity of the industrial services of certified public accountants when determining the time limit
for the bidding firms to formulate bidding documents, and the time limit shall generally be not less than 20 days from the day when
the bid invitation documents are sent out to the expiry date for the bidding firms to submit bidding documents.

Article 14

A tenderee shall open the bids publicly and invite all the bidding firms to participate in the bid opening.

Article 15

A tenderee shall organize a bid appraisal committee to be responsible for bid appraisal.

The bid appraisal committee shall be composed of representatives of the tenderee and experts familiar with the industry of certified
public accountants Anyone that has interests with a tenderer shall not be a member of the bid appraisal committee for the relevant
project.

The members of a bid appraisal committee (hereinafter referred to as the judges) shall be an odd number of 5 persons or more, of which
the experts familiar with the industry of certified public accountants shall be no less than two thirds of all the members generally.

The name list of judges shall be kept unannounced before the bid winning results are determined.

Article 16

A tenderee shall take measures necessary to guarantee that the bids are evaluated under a strictly confidential circumstance. No entity
or individual may illegally intervene in or influence the process or result of bid appraisal.

Article 17

The judges shall give scores for bidding firms according to the standards for bid appraisal.

The bid appraisal committee shall rank all the bidding firms according to their scores and recommend the bid winning candidate firms
according to the ranking.

Article 18

The bid appraisal committee shall work out a written bid appraisal report to the tenderee after completing the bid appraisal,.

The tenderee shall determine the bid winning firm according to the written bid appraisal report as worked out and the bid winning
candidate firms as recommended by the bid appraisal committee, or may authorize the bid appraisal committee to directly determine
the bid winning firm.

Article 19

After the bid winning firm is determined, the tenderee shall send out a bid winning notice to the bid winning firm, and notify the
bid winning result to all the bidding firms that fail the bidding.

Article 20

A tenderee shall conclude an agreement on the audit work with the bid winning firm on the basis of the bid invitation documents and
the bidding documents of the bid winning firm within 30 days after the bid winning notice is sent out.

The tenderee shall not require the bid winning firm to alter the substantial contents of the bid invitation project, enhance the technical
requirements of the bid invitation project, reduce the fees for the entrusted matter or seek for commissions from the bid winning
firm for any excuse.

The tenderee shall not conclude any other agreement with the bid winning firm that is contrary to the substantial contents of the
agreement on the audit work.

Article 21

The Ministry of Finance and the fiscal departments of all the provinces, autonomous regions and municipalities directly under the
Central Government shall supervise the audit-related bidding activities and deter and deal with illegal and irregular acts during
the course of audit-related bidding activities according to the law.

Article 22

The entrustment of firms for other authentication and relevant services by the tenderees by way of bid invitation shall be conducted
by reference to these Rules.

Article 23

The power to interpret these Rules shall remain with the Ministry of Finance.

Article 24

These Rules shall come into force as of March 1, 2006.

Annex: Reference Table for the Appraisal Items and the Design of Their Weights htm/e04794.htmAnnex

Annex:

Reference Table for the Appraisal Items and the Design of Their Weights

Appraisal Items	Weight Scope
Work Plan	20%-30%
Personnel Situation	20%-30%
Relevant Work Experiences	15%-25%
Records of Professional Ethics and Quality Control Level	10%-15%
Degree of Commercial Responses	5%
Quote	10%-20%

Annotation: As to the appraisal of quotes, the standards for appraisal shall be the absolute value of the discrepancy between the
quote and average quote, and the lower the absolute value of the discrepancy is, the higher the score will be.

ANNOUNCEMENT NO.5, 2006 OF MINISTRY OF COMMERCE, ON STARTING ANTI-DUMPING INTERIM REVIEW ON IMPORTED ETHANOLAMINE

Ministry of Commerce

Announcement No.5, 2006 of Ministry of Commerce, on Starting Anti-dumping Interim Review on Imported Ethanolamine

[2006] No.5

The Ministry of Commerce issued Announce No.57 of 2004 on November 14, 2004 to start levying anti-dumping duties on imported Ethanolamine
(hereinafter referred to as investigated product) originating in Japan, the U.S., Iran, Malaysia, Taiwan Region and Mexico. Among
the related enterprises, the anti-dumping duties rate on Ethanolamine from Optimal Chemicals (Malaysia) Sdn. Bhd. was 9%.

The above-mentioned enterprise applied to Ministry of Commerce for a dumping and dumping margins judicial review on the anti-dumping
measures implemented to the enterprise and raised petition for amending the anti-dumping duty rate correspondingly.

In respond to the application, Ministry of Commerce made an examination on related issues and decided to start a judicial review,
as of the date when this announcement is issued, on the anti-dumping measures implemented on the investigated product from the above-mentioned
enterprise during a period from January 1, 2005 to December 31, 2005.

The investigated product is listed under No. 29221100, 29221200 in Import and Export Tariffs of the General Administration of Customs
of the People’s Republic of China.

Interested parties can apply in written forms to respond to charges in the interim review within 20 days as of the date the Announcement
is issued.

To get the necessary information for the investigation, Ministry of Commerce will send out questionnaire to the interested parties
accordingly, the answer sheet of which shall be submitted within 37 days as of the date of issuance of the questionnaire.

The interested parties could raise written petition for holding a hearing, which could also be held initiatively by Ministry of Commerce
when necessary.

Ministry of Commerce could, when necessary, send out staff to relate countries for field examination and verification, before which
the countries and enterprises will get notice in advance.

Any form of obstruction against the investigation may result in an arbitration based on the available fact and information.

Address: No. 2, DongChangAn St., Beijing

Postcode: 100731

Bureau of Fair Trade for Imports and Exports, Ministry of Commerce

Tel: 86-10-65198924;65198915

Fax: 86-10-65198915;65198172

Ministry of Commerce

February 10, 2006

Ministry of Commerce
2006-02-10

ACCOUNTING STANDARDS FOR ENTERPRISES NO. 11 – SHARE-BASED PAYMENTS

The Ministry of Finance

Accounting Standards for Enterprises No. 11 – Share-based Payments

Cai Kuai [2006] No.3

February 15, 2006

Chapter I General Provisions

Article 1

These Standards are formulated in accordance with the Accounting Standards for Enterprises – Basic Standards for the purpose of regulating
the recognition, and measurement of share-based payments, and the disclosure of relevant information. .

Article 2

The term “share-based payment” refers to a transaction in which an enterprise grants equity instruments or undertakes equity-instrument-based
liabilities in return for services from employee or other parties.

The share-based payments shall consist of equity-settled share-based payments and cash-settled share-based payments.

The term “equity-settled share-based payment” refers to a transaction in which an enterprise grants shares or other equity instruments
as a consideration in return for services.

The term “cash-settled share-based payment” refers to a transaction of payment of cash or any other asset obligation calculated and
determined on the basis of shares or other equity instruments undertaken by the enterprise in return for services.

The term “equity instrument” as mentioned in these Standards refers to the equity instruments of the enterprise’s own.

Article 3

The following items shall be governed by other accounting standards:

(1)

The Accounting Standards for Enterprises No. 20 – Business Combination shall apply to a transaction in which an enterprise issue the
equity instrument and obtains the net assets of another enterprise in a business combination.

(2)

The Accounting Standards for Enterprises No. 22 – Recognition and Measurement of Financial Instruments, shall apply to a transaction
in which equity instruments are granted as a consideration for other financial instruments.

Chapter II The Equity-settled Share-based Payments

Article 4

The equity-settled share-based payment in return for employee services shall be measured at the fair value of the equity instruments
granted to the employees.

The fair value of the equity instruments shall be confirmed in accordance with Accounting Standards for Enterprises No. 22 – Recognition
and Measurement of Financial Instruments.

Article 5

As to an equity-settled share-based payment in return for services of employees, if the right may be exercised immediately after the
grant, the fair value of the equity instruments shall, on the date of the grant, be included in the relevant cost or expense and
the capital reserves shall be increased accordingly.

The “grant date” refers to the date on which the share-based payment agreement is approved.

Article 6

As to a equity-settled share-based payment in return for employee services, if the right cannot be exercised until the vesting period
comes to an end or until the prescribed performance conditions are met, then on each balance sheet date within the vesting period,
the services obtained in the current period shall, based on the best estimate of the number of vested equity instruments, be included
in the relevant costs or expenses and the capital reserves at the fair value of the equities instruments on the date of the grant.

If, on the balance sheet date, the subsequent information indicates that the number of vested equity instruments is different from
the previous estimate, an adjustment shall be made and on the vesting date, the estimate shall be adjusted to equal the number of
the actually vested equity instruments.

The ” vesting period” refers to the period during which the specified vesting conditions are to be satisfied.

As to a share-based payment with a specified service period as the vesting condition, the vesting period shall be from the grant date
to the vesting date. As to a share-based payment with specified performances as the vesting condition, the length of the vesting
period shall be estimated in accordance with the most likely performance outcome.

The “vesting date” refers to the date on which the vesting conditions are met and the employees and other parties have the right to
obtain the equity instruments or cash from an enterprise.

Article 7

An enterprise shall, after the vesting date, make no adjustment to the relevant costs or expenses as well as the total amount of the
owner’s equities which have been confirmed.

Article 8

An equity-settled share-based payment in return for the service of any other party shall be conducted in accordance with the following
circumstances, respectively:

(1)

If the fair value of the service of any other party can be measured in a reliable way, the fair value of the service on the acquisition
date by any other service party shall be included in the relevant costs or expenses, and the owner’s equities shall be increased
accordingly.

(2)

If the fair value of the service of any other party can not be measured in a reliable way, but the fair value of the equity instruments
can be measured in a reliable way, the fair value of the equity instruments on date of the service acquisition shall be included
in the relevant costs or expenses, and the owner’s equities shall be increased accordingly.

Article 9

On the vesting date, an enterprise shall, based on the number of the equity instruments of which the right is actually exercised,
calculate and confirm the amount of the paid-in capital or capital stock to be transferred in, and transfer it in the paid-in capital
or stock capital.

The “vesting date” refers to the date on which the employees and other parties exercise the right, acquire cash or equity instruments.

Chapter III The Cash-settled Share-based Payments

Article 10

A cash-settled share-based payment shall be measured in accordance with the fair value of liability calculated and confirmed based
on the shares or other equity instruments undertaken by an enterprise. .

Article 11

As to a cash-settled share-based payment instruments, if the right may be exercised immediately after the grant, the fair value of
the liability undertaken by the enterprise shall, on the date of the grant, be included in the relevant costs or expenses, and the
liabilities shall be increased accordingly.

Article 12

As to a cash-settled share-based payment, if the right may not be exercised until the vesting period comes to an end or until the
specified performance conditions are met, on each balance sheet date within the vesting period, the services obtained in the current
period shall, based on the best estimate of the information about the exercisable right, be included in the relevant costs or expenses
and the corresponding liabilities at the fair value of the liability undertaken by the enterprise.

If, on the balance sheet date, the subsequent information indicates that fair value of the current liability undertaken by the enterprise
are different from the previous estimates, an adjustment shall be made and on the vesting date the estimate shall be adjusted to
equal the actually exercisable right.

Article 13

An enterprise shall, on each balance sheet date and on each account date prior to the settlement of the relevant liabilities, re-measure
the fair values of the liabilities and include the changes in the current profits and losses.

Chapter IV Disclosure

Article 14

An enterprise shall, in the notes, disclose the information related to the cash-settled share-based payments as follows:

(1)

The total amounts of the equity instruments that are granted, exercised and invalidated in the current period;

(2)

The range of the vesting prices for the share options or other equity instruments issued outward at the end of period, and the remainder
of the contractual period;

(3)

The weighted average prices of the share options or other equity instruments exercised in the current period which are calculated
based on the vesting date prices; and

(4)

The measures for the confirmation of the fair value of the equity instruments.

The enterprise may disclose the information of homogeneous share-based payments on a consolidated basis.

Article 15

An enterprise shall, in its notes, disclose the effects of the share-based payment transactions on the current financial status and
operating outcomes, which shall at least include the information as follows:

(1)

The total amount of the expenses as result of equity-settled share-based payments, which is recognized in the current period;

(2)

The total amount of the expenses as a result of cash-settled share-based payments, which is recognized in the current period; and

(3)

The total amount of the employee services and other party services as a result of the share-based payments in the current period
.

The Ministry of Finance
2006-02-15

ACCOUNTING STANDARDS FOR ENTERPRISES NO. 26 – REINSURANCE CONTRACTS

the Ministry of Finance

Accounting Standards for Enterprises No. 26 – Reinsurance Contracts

No. 3 [2006] of the Ministry of Finance

February 15, 2006

Chapter I General Principles

Article 1

With a view to regulating the recognition and measurement of reinsurance contracts, and the presentation of relevant information,
the present Standards is formulated according to the Accounting Standards for Enterprises – Basic Standards .

Article 2

The term “reinsurance contract” refers to an insurance contract under which the insurer (reinsurance cedant) cedes a certain portion
of a premium to another insurer (reinsurance acceptor) and the reinsurance acceptor makes compensation to the cedant for the compensation
cost and other relevant expenses arising from the original insurance contract.

Article 3

The present Standards shall apply to the reinsurance contracts issued and held by insurers.

A sub-reinsurance contract under which an insurer cedes a reinsurance business which is ceded to it to another insurer shall be subject
to the present Standards .

Article 4

The original insurance contracts issued by insurers shall be subject to the Accounting Standards for Enterprises No. 25 – Original
Insurance Contracts.

Chapter II Accounting Treatment of Ceded-out Business

Article 5

No cedant may countervail the liabilities formed by relevant original insurance contracts with the assets formed by reinsurance contracts
against.

No cedant may countervail the expenses or incomes formed by the relevant original insurance contracts with the incomes or expenses
formed by the reinsurance contracts.

Article 6

A cedant shall, in the current period of recognition of the premium income of an original insurance contract, calculate and determine
the ceded premium in light of the reinsurance contract and record it into the profits and losses of the current period. Meanwhile,
if the original insurance contract is a non-life original insurance contract, the cedant shall, according to relevant provisions
of the reinsurance contract, calculate and recognize the receivable reinsurance unearned premium reserve as an asset and countervail
with it the undue premium reserve.

When the cedant adjusts the balance of the unearned premium reserve of the original insurance contract on the balance sheet date,
it shall adjust the amount of the receivable reinsurance unearned premium reserve accordingly.

Article 7

A cedant shall, in the current period of recognition of the premium income of the original insurance contract, calculate and determine
the reinsurance expenses which shall be recovered from the reinsurance acceptor and record them into the profits and losses of the
current period.

Article 8

A cedant shall, in the current period of drawing the reserve for unearned premium, reserve for life insurance liabilities or reserve
for long-term health insurance liabilities of an original insurance contract, calculate and determine the corresponding reserves
that shall be recovered from the reinsurance acceptor according to the provisions of the relevant reinsurance contract, and shall
recognize the corresponding reinsurance reserve receivable as an asset.

Article 9

A cedant shall, in the current period of determining and offsetting the amount of an indemnity payment or the expenses actually incurred
for the settlement of a claim against the balance of the corresponding reserve on the original insurance contract, offset it against
the balance of the corresponding receivable reinsurance reserve. Meanwhile, it shall, according to the provisions of the re-insurance
contracts, calculate and determine the compensation cost that shall be recovered from the reinsurance acceptor, and record it into
the profits and losses of the current period.

Article 10

A cedant shall, in the current period of the canceling of an original insurance contract ahead of schedule, calculate and determine
the amount of adjustment to the ceded premium or the recovered reinsurance expenses according to the provisions of the relevant reinsurance
contract, and record it into the profits and losses of the current period. Meanwhile, it shall write off the amount of the relevant
reinsurance reserves receivable.

Article 11

A cedant shall, in the current period of making an adjustment to the compensation cost of an original insurance contract because of
the obtainment or disposal of any post-loss goods, or recognition and receipt of any subrogation recourse fee, calculate and determine
the amount of adjustment to the to-be-recovered compensation cost according to the provisions of the relevant reinsurance contract,
and record it into the profits and losses of the current period.

Article 12

When a cedant issues a reinsurance bill, it shall recognize the reinsurance guarantee deposited in the current period as described
in the bill as the deposited-in reinsurance guarantee. Meanwhile, it shall write off the relevant deposited-in reinsurance guarantee
in light of the refund of the deposited-in reinsurance guarantee of the previous period as described in the bill.

The cedant shall, according to the relevant reinsurance contract, calculate the interest on the deposited-in reinsurance guarantee
of each period and record it into the profits and losses of the current period.

Article 13

A cedant shall, when being able to calculate and determine the net profit commissions which it shall charge from the reinsurance acceptor,
treat the profit commission as a recovered reinsurance expense according to the provisions of the relevant reinsurance contracts,
and record it into the profits and losses of the current period.

Article 14

As for a excess of loss reinsurance or any other non-proportional reinsurance contract, the cedant shall, according to the provisions
of the reinsurance contract, calculate and determine the premium to be ceded out, and record it into the profits and losses of the
current period.

A cedant shall, when making an adjustment to the premium, record the amount of adjustment into the profits and losses of the current
period.

A cedant shall, when being able to calculate and determine the compensation cost that shall be recovered from the reinsurance acceptor,
record the to-be-recovered compensation cost into the profits and losses of the current period.

Chapter III Accounting Treatment of Ceded-in Business

Article 15

No reinsurance premium income may be recognized unless it can simultaneously satisfy the following conditions:

(1)

The reinsurance contract is established and assumes relevant insurance liabilities;

(2)

The economic benefits related to the reinsurance contract are likely to flow in;

(3)

The economic benefits related to the reinsurance contract can be measured reliably.

The reinsurance acceptor shall, according to the provisions of the relevant reinsurance contracts, calculate and determine the amount
of reinsurance premium income.

Article 16

The reinsurance acceptor shall, in the current period of recognizing a reinsurance premium income, calculate and determine the reinsurance
expenses according to the provisions of the relevant reinsurance contracts, and record them into the profits and losses of the current
period.

Article 17

The reinsurance acceptor shall, when being able to calculate and determine the net profit commissions that it shall pay to the cedant,
treat the profit commissions as a reinsurance expense according to the provisions of the relevant reinsurance contracts, and record
it into the profits and losses of the current period.

Article 18

The reinsurance acceptor shall, when receiving a reinsurance bill, make an adjustment to the relevant premium income and premium expenses
in light of the amount as specified in the bill, and record the amount of adjustment into the profits and losses of the current period.

Article 19

The reinsurance acceptor shall accord with the relevant provisions of the Accounting Standards for Enterprises No. 25 – Original Insurance
Contracts when it draws reserves for unearned reinsurance premiums, outstanding reinsurance claims, reinsurance life insurance liabilities
and the reinsurance of long-term health care insurance liabilities, and tests the adequacy of the relevant reserves.

Article 20

The reinsurance acceptor shall, in the current period of receipt of a reinsurance bill, treat the amount of the reinsurance indemnity
payment as described in the said bill as the reinsurance compensation cost and record it into the profits and losses of the current
period.

Meanwhile, it shall offset it against the balance of the reinsurance reserve.

Article 21

The reinsurance acceptor shall, when receiving a reinsurance bill, shall recognize the reinsurance guarantee to be deposited in the
current period as stated in the bill as the deposited-out reinsurance guarantee. Meanwhile, it shall write off the relevant deposited
reinsurance guarantee in light of the refund of the deposit-out reinsurance guarantee of the previous period as stated in the bill.

The reinsurance acceptor shall, according to the provisions of the reinsurance contract, calculate the interest on the deposit-out
reinsurance guarantee of each period and record it into the profits and losses of the current period.

Chapter IV Presentation

Article 22

An insurer shall, in its balance sheets, separately present the following items related to the reinsurance contract:

(1)

the receivable reinsurance;

(2)

the receivable unearned reinsurance premium reserve;

(3)

the receivable reserve for outstanding reinsurance claims;

(4)

the receivable reserve for reinsurance life insurance liabilities;

(5)

the receivable reserve for the reinsurance of long-term health insurance liabilities; and

(6)

the payable reinsurance.

Article 23

An insurer shall, in its profit statements, separately present the following items related to the reinsurance contract:

(1)

the reinsurance premium income;

(2)

the ceded-out premium;

(3)

the recovered reinsurance expense;

(4)

the reinsurance expense;

(5)

the recovered compensation cost;

(6)

the reinsurance compensation cost;

(7)

the recovered reinsurance compensation cost;

(8)

the recovered reserve for life insurance liabilities; and

(9)

the recovered reserve for long-term health insurance liabilities.

Article 24

An insurer shall, in its notes, discover the following information related to the reinsurance contract:

(1)

the information on the increase and decrease of reinsurance reserves for the ceded-in business.

(2)

the main actuarial assumptions and methods for making reinsurance reserves and testing the adequacy of the reinsurance reserves for
the ceded-in business.

the Ministry of Finance
2006-02-15

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Probate

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CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7