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CIRCULAR OF THE PEOPLE’S BANK OF CHINA ON GUARDING AGAINST MONEY LAUNDRY BY MAKING USE OF FAKE US BILLS

People’s Bank of China

Circular of the People’s Bank of China on Guarding against Money Laundry by Making Use of Fake US Bills

Yin Fa [2006] No. 60

March 6, 2006

Shanghai Headquarters of the People’s Bank of China, all the branches and business management departments of the People’s Bank of
China, the central sub-branches of the capital cities of all provinces, Dalian, Qingdao, Ningbo, Xiamen and Shenzhen Central Sub-branches,
all the wholly state-owned commercial banks, joint stock commercial banks, and China Postal Savings and Remittance Bureau,

A kind of fake US bills, which are called “super US bills” by the judicial department of U.S.A. and are manufactured verisimilar and
fraudulent, has aroused the attention of international society in recent years. This kind of fake US bills have been introduced into
our country from abroad, and the criminals are trying to carry out money laundry by making use of fake US bills by smuggling, trafficking
and other means.

With a view to maintaining economic and financial safety, preventing financial institutions from being utilized by criminals to carry
out money laundry, safeguarding the capital security of financial institutions and severely striking money laundry concerning the
manufacturing and trafficking of fake US bills, the Circular on the relevant working requirements is hereby issued as follows:

I.

All the financial institutions shall reinforce the precautious consciousness against the crime of money laundry by making use of fake
US bills, and improve their employees’ abilities to identify fake US bills in the receipt and payment of currencies by means of various
trainings and education.

II.

All the financial institutions shall practically strengthen the construction of the internal control mechanism against money laundry,
implement the requirements of regulation compliance, strictly perform such obligations to strike money laundry as the identification
of clients’ statuses and the keeping of trading records, etc. Any transaction of US bills in large-amount shall be reported strictly
in accordance with the relevant provisions of the People’s Bank of China on anti-money laundry.

III.

All the financial institutions shall strengthen the daily audit and monitoring of the incomes and expenses of US bills, and shall
conduct thorough analysis and research to any abnormal condition on the incomes and expenses of US bills, and in case any suspectable
transaction is found, a report shall be made according to the relevant provisions of the People’s Bank of China on anti-money laundry.

IV.

All the branches of the People’s Bank of China shall strengthen the monitoring and analysis of large-amount and suspectable transactions
of US bills, and shall also report the information relevant to fake US bills or the clues of money laundry found in the daily monitoring,
investigation of cases or striking of underground banks to the Currency, Gold and Silver Bureau and Anti-Money Laundering Bureau
of the People’s Bank of China in addition to the reporting in accordance with the normal procedures prescribed in the relevant provisions
thereof.

Shanghai Headquarters of the People’s Bank of China, all the branches and business management departments of the People’s Bank of
China, the central sub-branches of the capital cities of all the provinces (capital) and the central sub-branches of the deputy provincial
cities are requested to forward this Circular to the urban commercial banks, rural commercial banks, rural credit cooperatives and
foreign-funded banks within their respective jurisdictions.



 
People’s Bank of China
2006-03-06

 







THE GUIDANCE FOR THE ARTICLES OF LISTED COMPANY (REVISED IN 2006)






China Securities Regulatory Commission

Circular of China Securities Regulatory Commission on Printing and Distributing the Guidance for the Articles of Listed Company (Revised
in 2006)

Zheng Jian Gong Si Zi[2006] No. 38

All listed companies:

In order to promote the standardized operation of listed companies, the Guidance for the Articles of Listed Company (Revised in 2006)(hereinafter
referred to as “the Guidance”) is hereby formulated in accordance with Company Law of the People’s Republic China, Securities Law
of the People’s Republic of China, and promulgated to you for its observance and compliance.

The Guidance constitutes two parts: the main body and remark. The content between the brackets “[ ]” in the main body shall be filled
by the companies in light of actual circumstances.

Such a listed company as issues domestic share (A share) or domestically listed shares denominated in foreign-currency (i.e. B shares)
or both of them (hereinafter referred to “the listed company”) shall, in accordance with the interpretations and explanation in the
remark part and by reference to the provisions and requirements in the main body hereof, specify the content in the main body of
the Guidance for the Articles of the Listed Company.

The Guidance constitutes the basic content of the articles of listed company where the listed company may, in accordance with specific
circumstances, either add otherwise content for its practical need or made literal or order alteration without in contravention of
relevant laws and rules. The listed company shall, for the need of adding or revising the necessary content Guidance, made ad hoc
hint and clue when the board of directors announces its Articles of Association.

The Guidance shall be enforced as of the printing date of the Circular. Meanwhile, Circular on Printing and Distributing the Guidance
for the Articles of Listed Company ( Zheng Jian[1997] No.16) shall be nullified and repealed simultaneously. The listed company shall,
at the first shareholders conference after the Circular was distributed, make corresponding revision of its Articles of Association.

The listed company in time of its initial public offering shall, in time of submitting documents to China Securities Regulatory Commission
draft and revise the content of its Articles of Association (or draft of the Articles of Association) in accordance with the Guidance
and the requirements of the Circular.

Such a listed company as issues foreign capital stock or both the domestic share and foreign capital stock shall continue the enforcement
of the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas and revise the Articles of Association
by reference to the Guidance.

China Securities Regulatory Commission

March 16, 2006

the Guidance for the Articles of Listed Company (Revised in 2006) ContentsChapter I General Provisions

Chapter II Business Tenet and Scope

Chapter III Stock

Section 1 Stock Issuing

Section 2 Stock Increase, Reduction and Buyback

Section 3 Stock Transfer

Chapter IV. Shareholders and Shareholders Conference

Section 1 Shareholders

Section 2 General Provisions of Shareholders Conference

Section 3 Convention of Shareholders Conference

Section 4 Resolution and Notification of Shareholders Conference

Section 5 Convocation of Shareholders Conference

Section 6 Voting and Decision of Shareholders Conference

Chapter V Board of Directors

Section 1 Directors

Section 2 Board of Directors

Chapter VI Manage and other Top Management Personnel

Chapter VII Board of Supervisors

Section 1 Supervisors

Section 2 Board of Supervisors

Chapter VIII Financial and Accounting System, Profit Distribution and Auditing

Section 1 Financial and Accounting System

Section 2 Internal Auditing

Section 3 Appointment of Certified Public Accountant

Chapter IX Notification and Proclamation

Section 1 Notification

Section 2 Proclamation

Chapter X Merger, Separation, Capital Increase, Capital Reduction, Dissolution and Liquidation

Section 1 Merger, Separation, Capital Increase, Capital Reduction

Section 2 Dissolution and Liquidation

Chapter XI Revision of Articles of Association

Chapter XII Supplementary Articles

Chapter I General Provisions

Article 1

The Articles is, in accordance with Company Law of the People’s Republic China(hereinafter referred to as “Company Law” ), Securities
Law of the People’s Republic of China(hereinafter referred to as “Securities Law”), formulated and enacted in the interest of maintaining
the lawful rights of the companies , their shareholders and creditors, standardizing the structure and acts of the companies.

Article 2

The limited liability company( hereinafter referred to “the company”) shall be established in accordance with [Name of Law] and other
relevant provisions.

The company shall be established in accordance with [Methods of Establishment]; registered in[place of the company registration authority]
of the local Industrial & Commercial Administration Bureau where the company obtains its business license with[Number of Business
License] noted.

Remark: Where the establishment of a company needs approval in accordance with laws and administrative regulations, names of approval
authorities and documents of approval shall be mentioned and interpreted.

Article 3

The company, with the approval of [name of the approval/ examination authority] on [date of the approval/ examination] , issues common
RMB[stock volume] stock to social public and gets listed in [Full Name of the Stock Exchange] on[On-sale Date] . The foreign stock
of the company who issues the domestically listed shares in foreign currency by means of stock option shall be [Stock volume] listed
in [Full Name of Stock Exchange] on [On-sale Date]

Remarks: Such a company have not issued (or planned to issue) domestically listed shares in foreign currencies needn’t give an explanation
thereon mentioned in this Section. The same below.

Article 4

Registration name of the company

[Chinese Full Name]

[English Full Name]

Article 5

Domicile of the Company: [Full Name of the Domicile of the Company, Postal Code] .

Article 6

The Registered Capital shall be in RMB yuan[Volume of Registered Capital]

Remark: Where the alteration of registered capital arises from the company’s increase or loss of registered capital, the company may,
after resolution concerning the increase or decrease of registered capital has been passed by the shareholders conference, pass a
resolution concerning the alteration particulars of the Articles of Association and authorizes the board of directors to be responsible
for interpreting and explaining the detailed registered capital alteration procedures

Article 7

The company’s business term shall be [Number of Years] or [The company is permanent limited liability company] .

Article 8

[Board of Director or Manager] shall be the legal person of the company.

Article 9

All the assets of the company shall be divided into equal stocks, with the shareholders bearing responsibilities in term of its purchased
stocks and the company bearing responsibilities in term of all its assets.

Article 10

The Articles of Association shall, as of the date of its entry into force, become the lawfully documents binding the relations between
the organization and conduct of companies, the company and its shareholders and relations between shareholders, as well as those
of the company, shareholders, board of directors, board of supervisors, senior managers. The shareholders may, in accordance with
the Articles of Association, sue board of directors, board of supervisors, managers and other senior mangers, vice versa.

Article 11

The term “other senior managers” referred to herein mean the deputy general managers, secretary of the board of directors and the
person in charge of finance.

Remark: The Company may, in accordance with practical circumstances, define and determine its top management personnel in the Articles
of Association.

Chapter II Business Tenet and Scope

Article 12

Business Tenet of the Company: [Business Tenet]

Article 13

After lawful registration, business scope of the company: [Business Scope]

Remark: such a business scope of the company as belongs to the items needing the approval of law and administrative rules, it shall
be approved pursuant to law.

Chapter III Stock

Section 1 Stock Issuing

Article 14

Stock of the company takes stock means.

Article 15

Every stock of the same kind stocks issued at the same time shall have the same issue term and price; the share of stocks purchased
by any unit or individual shall have the equal right.

Every stock of the same kind stocks issued at the same time shall have the same issue term and price; the share of stocks purchased
by any unit or individual shall be paid the same value.

Article 16

The stock issued by the company shall have it value marked by RMB.

Article 17

The stock issued by the company shall be uniformly deposited in[Name of the Stock Registration Authority]

Article 18

The company sponsors shall be[names of the Sponsors] , number of purchased stocks[stock volume] , forms and time of investment [Specific
Means and Time]

remark: Where the sponsors in the company which has been established no less than one year have transferred their holdings, they need
not fill in

Article 19

The total volume of the company shall be [stock volume] . The stock of the company shall be: common stock[volume] and other [volume]
stocks.

Remark: Other kind of stock of the company shall be interpreted and explained.

Article 20

The company or its subsidiaries(including its subsidiary enterprises shall not, by such means as donation, advancement, guarantee,
compensation or loan, provide any sponsor to the buyer or potential buyer of stock of the company.

Section 2 Stock Increase, Reduction and Buyback

Article 21

The company may, in accordance with the operation and development as well as laws and rules, adopt the following means to increase
capital provided that the resolution has been made by the shareholder conference:

(1)

Issuing stock publicly;

(2)

Issuing stock Secretly;

(3)

Offering bonus stock to the current shareholder;

(4)

Transferring and increasing capital stock by accumulation fund;

Laws and rules as well as other means approved by China Securities Regulatory Commission

Remark: Such a company as issues convertible bond shall also make detailed provisions upon the its issue, share transfer procedure
and arrangement as well as alteration of its capital stock and etc.

Article 22

The company may decrease registered capital. The reduction of registered capital shall be handled in accordance with Company Law and
other relevant provisions and procedures prescribed in the Articles of Association.

Article 23

The stock of the company may be purchased in accordance with law, administrative rules, regulation, and provisions of the Articles
of Association under the following circumstances:

(1)

Reduction of the company’s registered capital;

(2)

Merging with other companies holding the stock of the company

(3)

Awarding stock to the staff of the company;

(4)

Where the shareholders raise objection upon the resolution concerning merger and separation made by the company and demand the company
withdraw its stock..

The company shall not purchase or sell the stocks the company except the aforesaid circumstances.

Article 24

The stock of the company may be purchased by any of the following means;

(1)

Centralized price biding in securities exchange;

(2)

Offer ;

(3)

Other means approved by China Securities Regulatory Commission

Article 25

Where the stock of the company is purchased for the reasons arising from Item(1) to Item(3) in Article 23 of the Articles of Association,
it shall be decided by shareholders resolution. Where the stock of the company is purchased in accordance with Item(1) Article 23
, its shall be canceled as of ten days upon its purchase; where the stock of the company is purchased in accordance with Item(1),
Item(2) or Item(4) in Article 23 ,it shall be transferred or canceled within six months upon its purchase.

The stock purchased in line with Item(3) of Article 23 shall not exceed 5% of the total stock volume of the company; the capital
used for its purchase shall come from the after-tax profit hereof; the purchased stock shall be transferred to the staff of the company
within one year;

Section 3 Stock Transfer

Article 26

Stock of the company may be transferred lawfully.

Article 27

The object as the pledge of the company’s stock shall not be accepted by other companies

Article 28

The stock of the company held by the sponsor shall not be transferred within one year as of the date of the company’s establishment.
The stock issued prior to the company’s public issue of stock shall not be transferred within one year as of its on-sale date in
the securities exchanges.

The directors, supervisors and senior managers shall report to the company its stock holding and alteration, with its annual stock
transfer no more than 25% of the total stock volume hereof ; its holding shall not be transferred within one year as of its on-sale
date. The aforesaid personnel, shall not transfer its holding of the company within one year as of their ex-serving.

Remark: where other restrictive terms are made by the company upon the stock transfer held by the directors, supervisors, senior managers,
the relevant explanation and interpretation shall be given.

Article 29

Where the stocks held the directors, supervisors, seniors and shareholders holding 5% of the total share of the company are sold six
months after its buying-in or purchased six months after its sale, the yield thereupon shall be possessed by the company and the
board of directors shall withdraw all its yield. Where the securities company, as the sole underwriter, purchases all the unsold
stocks and therefore exceeds the 5% possession limit, it is exempt from the six months restriction when it resells the stocks.

Where the board of directors refuses to comply with the provisions of the preceding paragraph, other stockholders have the right to
ask the board to enforce it within 30 days.

Where the board of directors fails to enforce it within the aforesaid time limit, the shareholder shall in their own names be enpost_titled
to file a suit to the people’s court in the interest of the company.

Where the board of directors’ refusal to comply with the first paragraph of this article has resulted in losses to the company, the
responsible directors shall bear joint liability.

Chapter IV Manage and His Senior Managers

Section 1 Shareholder

Article 30

The company shall, in accordance with the certificate provided by the securities registration authority, establish stock ledge, which
serves sufficient evidence of the shareholding. The shareholder shall enjoy rights and bear responsibilities in line with the volume
of its shareholding; the shareholders with the same kind of stock shall enjoy equal rights and bear same obligations.

Remark￿￿The company shall sign stock keeping agreement with securities authorities, regularly investigate the documents and shareholding
alteration of the main shareholders(including stock equity pledge) and master its equity structure.

Article 31

In case of shareholding convention, stock dividend distribution, liquidation and the such acts as the identification of the shareholders
needing certification , the convener of the board of directors or shareholders conference shall be responsible for deciding the date
of record, after which the registered shareholders are enpost_titled to the relevant rights and interests.

Article 32

Shareholders of the company are enpost_titled to the following rights:

(1)

Dividend or other forms of interest distribution in accordance with their shares;

(2)

Requiring, convening, presiding, attending or entrusting shareholders agent to attend the shareholders conference and performing the
relevant voting power;

(3)

Supervising the performance of the company, raising proposal or inquiry;

(4)

Transferring, donating or pledging its shareholding in accordance with laws, administrative rules and the provisions hereof.

(5)

Consulting the Articles of Association, stock ledger, counterfoil of the debenture; record of shareholders conference, resolution
of the board of directors, resolution of the board of supervisors, financial statement;

(6)

Participating in the residual property of the company in accordance with their shares in occasion of the company’s termination or
liquidation;

(7)

Demanding the company to withdraw the shares of the shareholder who raise an objection to the merger and separation resolution made
in the shareholders conference;

(8)

Other rights prescribed in laws, administrative rules, regulations and the provisions hereof.

Article 33

Where the shareholder requires consulting the aforesaid relevant information or asks for the relevant documents, it shall show its
certificate of the kind of its shareholding and the share volumes to the company who shall approve the requirement hereof after the
identification of the shareholder has been certified.

Article 34

Where the resolutions of the shareholders conference and board of directors violate laws and administrative rules, the shareholders
are enpost_titled to demanding the people’s court to announce the verdict of its nullity.

Where the resolutions of the shareholders conference and board of directors violate laws and administrative rules, the shareholders
are enpost_titled to demanding the people’s court to revoke the resolution within 60 days as of date of its making.

Article 35

Where the directors, senior managers violate laws, administrative rules or the provisions hereof in time of fulfilling their duty
and thereby have caused damage to the company, the shareholders with 1% of shareholding singly or jointly in for no less than 180
days are enpost_titled to require in written application the board of supervisors to file a suit to the people’s court; where the violation
of law by the board of supervisors in time of performing its duty causes damage to the company, the shareholders are enpost_titled to
require in written application the board of directors to file suit to the people’s court.

Where the board of directors and board of supervisors refuse to file suit after having received the written application as described
in the preceding paragraph, or fail to do so within 30 days as of its acknowledgement, or the delayed sue may cause irreparable loss
to the company, the shareholders as prescribed in the preceding paragraph are authorized to file suit directly to the people’s court
in their own name.

Where the infringement of the lawful rights of the company has caused damage to the company, the shareholders as prescribed in the
preceding paragraph are authorized to take proceedings to the people’s court.

Article 36

Where the violation of laws, administrative rules or the provisions hereof by the directors, senior managers has caused damage to
the shareholders, the latter may lodge a complaint to the people’s court.

Article 37

Shareholders of the company shall bear the following obligations:

(1)

Observing law, administrative rules and the Articles of Association;

(2)

Paying capital in accordance with its purchased share and means of stock buy-in;

(3)

Stocks shall not be withdrawn except the circumstances prescribed in laws, rules and provisions;

(4)

Not abusing the stockholder’s right to infringe the interest of the company or other shareholders; not abusing the independent position
of the legal person of the company to impair the interest of the creditor of the company;

Where the shareholder’s abuse of its power has caused damage to other shareholders, it shall honor its indemnity obligations in accordance
with the law.

Where the shareholder’s abuse of its independent position and shareholder’s limited liability and evasion of its debt have caused
serious damage to the creditor’s interest, it shall bear joint liability upon the debt of the company.

(5)

Other obligations that shall be born as prescribed in laws, administrative rules and the provisions.

Article 38

The shareholders with more than 5% of the voting shares of the company pledges its shareholding, they shall submit a report in written
form to the company upon its occurrence.

Article 39

The controlling shareholders and the actual shareholding controllers shall not abuse their correlative relationship to cause damage
to the company. Otherwise, they shall honor their indemnity obligations.

The controlling shareholders and the actual shareholding controllers shall act faithfully and assume responsibility to the company
and other public shareholders. The controlling shareholders shall fulfill strictly the rights of subscriber and buyer in accordance
with the laws, shall not impair lawful rights of the company and other public shareholders by such means as interest distribution,
capital reorganization, foreign investment, occupation of funds, loan guarantee, not utilize its controlling position to cause damage
to the interest of the company and other public shareholders.

Section 2 General Provisions of Shareholders Conference

Article 40

The shareholders conference constitutes the organ of power of the company, exercising the following authorities:

(1)

Deciding the business guidance and investment plan of the company;

(2)

Electing and replacing the posts such as directors and supervisors, deciding the particulars about directors and supervisors;

(3)

Examining and approving the report from the board of directors;

(4)

Examining and approving the report from the board of supervisors;

(5)

Examining and approving the annual financial budget plans and final settlement plans;

(6)

Examining and approving the profit allocation plans and plans to cover company losses;

(7)

Adopting resolutions relating to increase or reduction of the company’s registered capital;

(8)

Adopting resolutions relating to increase or reduction of the company’s registered capital;

(9)

Adopting resolutions relating to merger, division, change of corporate form, dissolution and liquidation of the company;

(10)

Revising the Articles of Association;

(11)

Making decision upon the employment and dismissal of certified public accountant office;

(12)

Examining and approving the guarantee particulars prescribed in Article 41 hereof;

(13)

Examining such proceedings as the purchased and sold assets in one year by the company exceed 30% of the audited total assets of the
company of the latest term;

(14)

Examining, approving and altering the proceedings for the usage of the collected fund;

(15)

Examining stock-based incentive plan;

(16)

Examining other proceedings prescribed in laws, administrative rules, regulations or provisions that shall be decided by the shareholders
conference.

Remark: The aforesaid authority of shareholders conference shall not be exercised by the board of directors or other authorities and
individuals by means of authorization.

Article 41

the below external guarantee acts shall be approved by the shareholders conference.

(1)

Any guarantee after the total external guarantee volume of the company and its controlling subsidiaries reaches or exceeds 50% of
the latest audited net assets of the latest term;

(2)

Any guarantee after the total external guarantee volume of the company reaches or exceeds 30% of the latest audited net assets of
the latest term;

(3)

The guarantee provided to the guarantee objective whose asset liability ratio exceeds 70%

(4)

The single guarantee volume exceeds 10% of the latest audited net assets;

(5)

The guarantee provided to shareholders, the actual controller and the associated party.

Article 42

The shareholders conference falls into annual stockholders conference and interim shareholders conference. The annual shareholders
conference shall be held once every year, within 6 months after the conclusion of the preceding fiscal year.

Article 43

The interim shareholders conference shall be held within two months when one of the following circumstances occurs:

(1)

The number of directors falls below the number prescribed herein or below two-thirds of the number prescribed in the Articles of Association;

(2)

The company’s losses which are not covered have reached one-third of the total amount of the share capital;

(3)

Request from Shareholders holding at least 10 percent of the company’s stocks;

(4)

The board of directors deems it necessary;

(5)

The board of directors proposes the convention of the conference;

(6)

Other circumstances prescribed in laws, administrative rules, regulations or the Articles of Association.

Remark: The company shall settle the specific number in Item (1) of this Article.

Article 44

The place for the convention of shareholders conference shall be: [Specific Place] .

the shareholders conference shall prepare the meeting place and be convened in the form of on-site meeting. The company shall also
provide [Internet or other means] for the convenient attendance of the shareholders. Such shareholders as attend the conference by
the aforesaid means shall be deemed presence.

Remark: The Articles of Association may prescribe that the place of shareholders conference shall be where the company locates or
other specific places. Where the shareholders conference is held otherwise, the means of its convention and the lawful identification
of the shareholders shall be expressly defined in the Articles of Association.

Article 45

The company shall employ a lawyer to give legal advice the relevant notification in the time of the convention of the shareholders
conference;

(1)

Whether the convention and convocation procedures comply with laws, administrative means and the provisions;

(2)

Whether the qualification of attendant and convener is lawful and effective;

(3)

Whether the voting procedure and result is lawful and effective;

(4)

Legal advice issued upon other relevant questions in response to the request of the company.

Section 3 Convention of Shareholders Conference

Article 46

The independent directors have the right to propose the convention of interim shareholders conference to the board of directors. With
regard to the proposal, the board of directors shall, in accordance with the provisions in laws, administrative rules and the Articles
of Association, made feedback in written form concerning approval or disapproval its convention within 10 days as of its acknowledgement.

Where the board of directors approves the convention of the interim shareholders conference, it will distribute the notice thereof
within 5 days after the decision has been made by the board of directors; otherwise, the reasons shall be interpreted and proclaimed.

Article 47

The board of supervisor is authorized to propose the convention of interim shareholders conference and shall be submitted to the board
of directors in written form. The board of directors shall, in accordance with the provisions in laws, administrative rules and the
Articles of Association, made feedback in written form concerning approval or disapproval its convention within 5 days as of its
acknowledgement.

Where the board of directors approves the convention of interim shareholders conference, it will distribute a notice thereof within
5 days after the decision has been made by the board of directors and the alteration of the original proposal in the notice shall
win the approval of the board of supervisors.

Where the board of directors disapproves its convention or fails to make feedback within 10 days as of its acknowledgement, it shall
be deemed incapable to fulfill the obligation of its convention; the board of supervisor may thereby convene and preside over the
conference.

Article 48

Such shareholders as singly or jointly hold more than 10% of the shares of the company have the right to propose in written form the
convention of interim shareholders conference to the board of directors. The board of directors shall, in accordance with the provisions
in laws, administrative rules and the Articles of Association, raise the feedback in written form concerning the approval or disapproval
of the convention of the shareholders conference within 10 days upon its acknowledgement.

Where the board of directors approves its convention, it shall, within 5 days after the decision has been made by the board of director,
issue a notice where the alteration upon the original request shall win the approval from the relevant shareholders.

Where the board of directors disapproves its convention, it, shall, within 5 days after the decision has been made by the board of
director, issue a notice where the alteration upon the original request shall win the approval from the relevant shareholders.

Where the board of directors fails to issue the notice within the prescribed time limit, it shall be deemed failure to convene and
preside over shareholder conference and the shareholders singly or jointly holding more than 10% of the company’s share for more
than 90 consecutive days may convene and preside it over independently.

Article 49

Where the board of supervisors or shareholders decide convening the conference independently, they shall notify the board of directors
in written form and put on record in the local branches of China Securities Regulatory Commission.

Prior to the announcement of the decision in the shareholders conference, the shareholders of the convened shareholders shall not
be less than 10%.

The convened shareholders shall, in time of issuing the notice of shareholders conference and the announcement of the resolution of
the shareholders conference.

Article 50

With respect to the shareholders conference independently convened by the board of supervisors or the shareholders, the board of directors
and its secretary shall give coordination. The board of directors shall provide the stock ledger of the stock registration date.

Article 51

Where the shareholders conference is

CIRCULAR OF THE MINISTRY OF COMMERCE OF THE PEOPLE’S REPUBLIC OF CHINA, ISSUING SCHEME OF THE SECOND BATCH OF APPLICABLE QUANTITY OF TEXTILES EXPORTED TO THE USA AND EU IN 2006

Ministry of Commerce

Circular of the Ministry of Commerce of the People’s Republic of China, Issuing Scheme of the Second Batch of Applicable Quantity
of Textiles Exported to the USA and EU in 2006

Shang Mao Han [2006] No. 26

Administrative commercial departments in all provinces, autonomous regions, municipalities, separately listed cities, Xinjiang Production
and Construction Corps of CPLA, Harbin, Changchun, Shenyang, Xi’an, Nanjing, Wuhan, Chengdu and Guangzhou:

In accordance with Provisional Administrative Measures on Textiles Export (hereinafter referred to as “Measures”) and Commodities
List under Provisional Administration of Textiles Export, here releases the second batch of applicable quantity of textiles exported
to the USA and EU in 2006 (please refer to Appendix 1). Related matters are announced as follows:

1.

The applicative quantities of 21 categories of textiles exported to the USA of the second distribution by achievement in 2006 equal
to the differential value between the total applicative quantities of 2006 and the first batch of applicative quantities in 2006
(please refer to No.102, 2005 for details). By this kind of calculating method, negative numbers appear in the second batch of applicative
quantities of some enterprises (please refer to Appendix 2), whose relevant applicative quantities will be deducted in equal mounts
in the first distribution of 2007.

2.

The applicable quantities of the 10 categories of textiles exported to EU in the second distribution of 2006 by achievement accounts
25% of the total annual distributing quantities. Applicable quantities of this distribution refer to the rest of relevant categories
in 2006 (please refer to No.85, 2005).

3.

The applicable quantity is 200 piece (kg, square meter) or 20 dozen (double dozen) at least. In case less than the least applicable
quantity, the applicable quantity of operator equals to zero.

4.

Local administrative commercial departments should urge local operators to submit applications in line with the applicable quantities
released in the appendix and report date of the 13-digit import and export codes or Chinese post_titles of absent enterprises. Before
Apr 15, local administrative commercial departments should gather all application reports and electronic date of local operators
to Ministry of Commerce (please accept and report electronic date through visa system of provisional administration on textiles export).

5.

In line with written reports as well as related electronic date, Ministry of Commerce will release formal distributing scheme separately,
based on which Provisional License of Textile Export will be issued to relevant operators.

6.

Please all local administrative commercial departments transmit the circular to local operators and inform them that relevant achievement
and application quantity will also be announced at governmental website of Ministry of Commerce, column “information for textile
export”.

7.

Related operators should support local administrative commercial departments to well finish work of affirming, submitting applications
within specified time. Those submitted after the deadline will be considered invalid.

8.

Please China International Electronic Commerce Center well finish preparation work of related techniques.

Appendix1: The Second Batch of Applicable Quantity of Textile Exported to the USA in 2006 (issued by electronic form) (omitted)

Appendix 2: Name List of Enterprises with Negative Numbers in the Second Batch of Applicative Quantities (issued by electronic form)
(omitted)

Ministry of Commerce

Mar 27, 2006

 
Ministry of Commerce
2006-03-27

 




NOTIFICATION NO.9, 2006 OF FOREIGN ASSISTANCE PROJECT BID BOARD OF THE MINISTRY OF COMMERCE

Notification No.9, 2006 of Foreign Assistance Project Bid Board of the Ministry of Commerce

Tong Gao [2006] No.9

Foreign Assistance Project Bid Board of the Ministry of Commerce held the 9th regular meeting on April 18, 2006. Matters of concern
and resolution are notified as follows:

1.

The bid-winning enterprise of Bahamas Stadium assistance project was examined and approved. The tendering board opened sealed tenders
on April 14, 2006. In all, 17 tender enterprises including Anhui Foreign Economic Construction Corporation (group) Co., Ltd., Qilu
Construction Group Corporation, Shanxi Construction Engineering (group) Co., Shanghai Construction Group General Co., Beijing Construction
Engineering Group Co., Ltd., Qingdao Construction Group Corporation, Hunan Construction Engineering Group Corporation, China State
Construction Engineering Corp., Yanjian Group Co., Ltd., China Civil Engineering Construction Corporation, China National Overseas
Engineering Corporation, Guangdong Xinguang International Group Co., Ltd., Guangdong Construction Engineering Group Co., Ltd., Jiangsu
Construction Group Corp., China Ershisanye Construction Group Co., Ltd., Beijing Urban Construction Group Co., Ltd. and Zhejiang
Electric Power Construction Corp. submitted the tender documents on time. Fujian Construction Engineering Group General Co., and
Chongqing Foreign Construction Corporation gave up. The Bid Board, in accordance with “the Measures for Tender Assessment of Undertaking
Foreign Assistance Complete Plant Projects” which was revised in 2005 by the Ministry of Commerce of the People’ Republic of China,
for Trial Implementation and the principles of “competing with no minimum bid” and “biding with reasonable lower price”, determined
to confer bid to Qilu Construction Group Corporation after two steps of tender review with technical measures and integrated quantity
measures.

2.

The tender mode of Cuba Medical Treatment and Sanitation Materials assistance project was discussed. The Bid Board adopted limited
invitation tender mode, and 13 enterprises Suntime International Techno-Economic Cooperation (Group) Co., Ltd., Tianjin Machinery
Import & Export Corporation, China Meheco Corporation, Henan Cereals, Oil& Foodstuff Imp. & Exp.Group Corp., China Machine-
Building International Corporation, Suzhou Hengrun Import & Export Corp., Ltd., China National Pharmaceutical Foreign Trade Corporation,
China Xinjiang Tacheng Sanbao Import & Export Company, Shanghai Automobile Import & Export Co., Ltd., Northern International
Group Co., Ltd., Hebei Shenglun Imp.& Exp.(Group) Corp., China National Electronics Import and Export Corporation and XY Group
Co., Ltd. will be invited to participate in the bid. Specific matters of concern shall be notified later.

Foreign Assistance Project Bid Board of the Ministry of Commerce

April 21, 2006



 
Foreign Assistance Project Bid Board of the Ministry of Commerce
2006-04-21

 







CIRCULAR OF THE SUPREME PEOPLE’S COURT ON STRICTLY IMPLEMENTING THE RELATED PROVISIONS FOR THE DISPOSAL OF PROPERTIES INVOLVED IN SMUGGLING CASES

Circular of the Supreme People’s Court on Strictly Implementing the Related Provisions for the Disposal of Properties Involved in
Smuggling Cases

Fa [2006] No 114
April 30, 2006

The higher people’s courts of all provinces, autonomous regions and municipalities directly under the Central Government, the PLA
military courts, and Xinjiang Production and Construction Corps Branch of the Higher People’s Court,

The General Administration of Customs reported that some local courts failed to judge or only partially judged the illicit money and
properties related to the criminal cases of smuggling. As for the properties that the people’s court failed to make a judgment of
recovery or confiscation were confiscated or recovered by the customs offices by way of administrative punishment, which then results
in bad consequences such as administrative lawsuits. In order to earnestly regulate the law enforcement, we hereby restate the related
provisions as follows.

As for the disposal of illicit money and properties involved in criminal cases, there are definite laws and judicial interpretations.
In Article 92 of the Customs Law, it is provided that “Before the people’s court makes a judgment or the customs office makes a
decision on the punishment, the goods, articles and means of transportation detained by any customs office under law may not be disposed
of” and that “Smuggled goods, articles, illegal incomes, smuggling vehicles, or specially-made equipments, which are confiscated
by the people’s court or the customs office, shall be disposed of uniformly by the customs office under law, and the money from the
disposal and the fines over shall be turned in to the central treasury.” In Article 23 of the Opinions of the Supreme People’s Court,
the Supreme People’s Procuratorate and the General Administration of Customs on Some Issues concerning the Laws Applicable to the
Disposal of Criminal Cases of Smuggling, it is provided that “The people’s court shall, when adjudicating the criminal cases of smuggling,
examine and confirm the money and properties as stated in the lists and certification documents, and make a ruling of recovery and
confiscation according to law; the customs shall dispose of the articles in light of the judgment of the people’s court and the related
provisions in the Customs Law, and turn them in to the central treasury.”

Therefore, it shall strictly follow and implement the aforesaid provisions of laws and judicial interpretations and make judgments
of recovery or confiscation of the illicit money and properties involved in this case when any of the local people’s courts hears
a criminal case of smuggling. For any new situation or new problem occurring during the process of trial of the criminal case of
smuggling, it shall intensify the contact and collaboration with the customs office and other related departments. In case of any
new problem related to the application of laws, it shall report it to the Supreme People’s Court in a timely manner.



 
The Supreme People’s Court
2006-04-30

 







CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION CONCERNING ABOLISHING THE PROCEDURES OF THE STOCK ISSUANCE EXAMINATION AND APPROVAL OF THE CSRC

Circular of China Securities Regulatory Commission concerning Abolishing the Procedures of the Stock Issuance Examination and Approval
of the CSRC

Zheng Jian Fa [2006] No. 47

On the basis of approval of the State Council, the Procedures of the Stock Issuance Examination and Approval of the CSRC (approved
by the State Council and promulgated by the CSRC on March 16, 2000) shall be abolished on May 18, 2006.

China Securities Regulatory Commission

May 17, 2006



 
China Securities Regulatory Commission
2006-05-17

 







THE ANNOUNCEMENT NO. 31, 2006 OF THE GENERAL ADMINISTRATION OF CUSTOMS ON ACCEPTING THE GENERAL GUARANTEE FOR THE CUSTOMS PROTECTION OF INTELLECTUAL PROPERTY






The Announcement No. 31, 2006 of the General Administration of Customs on Accepting the General Guarantee for the Customs Protection
of Intellectual Property

[2006] No. 31
May 30, 2006

According to Article 14 of the Regulation of the People’s Republic of China on the Customs Protection of Intellectual Property (hereinafter
referred to as the Regulation) and Article 22 of the Implementation Measures of the Regulation on the Customs Protection of Intellectual
Property (hereinafter referred to as the Implementation Measures), the intellectual property right holders may provide general guaranties
to the customs according to the law. In order to implement the relative provisions of the Implementation Measures and facilitate
the intellectual property right holders to apply to the customs to take measures protecting intellectual property rights, we hereby
make the following announcement on the relative matters concerning the general guaranties for the customs protection of intellectual
property rights

1.

Within a certain period, if an intellectual property right holder has submitted several applications to the customs for detaining
the import and export goods suspected of infringing on the exclusive right of its trademark which has been put on record in the General
Administration of Customs (hereinafter referred to as goods suspected of infringement), it may submit an application to the General
Administration of Customs for providing a general guaranty for the customs protection of intellectual property (hereinafter referred
to as the general guarantee).

2.

If an intellectual property right holder applies for providing a general guarantee, it shall submit a written application to the
General Administration of Customs (see the format in Annex 1) and shall accompany it with the materials as follows:

(1)

A letter of general guaranty (see the format in Annex 2) issued by a bank (hereinafter referred to in general as guarantor), which
has obtained an approval to undertake the financial business within the territory of China mainland, on bearing the several and joint
liabilities for the general guaranty application of the intellectual property right holder; and

(2)

A checklist of the storage and disposal fees incurred in the previous year after the intellectual property right holder requested
the customs to detain the goods suspected of infringement (see the format in Annex 3).

3.

The amount of general guaranty shall be equivalent to the aggregate amount of the fees incurred for the storage, preservation and
disposal of the goods (hereinafter referred to as the storage and disposal fees) which are suspected of infringement and which were
detained by the customs in the previous year upon application of the intellectual property right holder. If the aggregate amount
of the aforesaid fees incurred in the previous year is less than 200, 000 yuan, the amount of general guaranty shall be 200, 000
yuan.

The period of validity of a letter of the general guaranty shall be from the date of issuance by the guarantor to June 30 of the next
year.

4.

During the period from the date on which the General Administration of Customs grants an approval of its using a general guaranty
to December 31 of the current year, the intellectual property right holder is not required to provide any guaranty to the customs
again if it requests the customs to detain any goods suspected of infringement. However, according to Article 31 of the Implementation
Measures, the relative storage and disposal fees shall still be paid by the intellectual property right holder . If the loss is caused
to the consignee or consignor on account of an improper application, the intellectual property right holder shall assume the civil
compensation liabilities.

5.

Under any of the circumstances as follows, the General Administration of Customs may notify in a written form to the guarantor that
it should pay the relative customs a sum of money which does not exceed the amount of guaranty within 10 working days:

(1)

If the intellectual property right holder fails to pay the storage and disposal fees as required by the customs within 10 working
days after the date of the notice received in written form, it shall pay the relevant fees according to Article 31 of the Implementation
Measures.

(2)

If the intellectual property right holder fails to assume the compensation liabilities according to Article 29 of the Regulation
and if the people’s court demands the customs to help enforce the relevant judgment within the valid period of the letter of general
guaranty.

From the day when the GAC issues a notice of performance of guaranty liabilities to the guarantor, the intellectual property right
holder requests the customs to detain any goods suspected of infringement, it shall provide a guaranty to the custom at the same
time.

6.

This Notice shall enter into effect as of the day of July 1, 2006.

Announced specially.

Attachments:

1.

Letter of Application for General Guaranty for the Customs Protection of Intellectual Property Rights (Format)

2.

Letter of General Guaranty (Format)

3.

Checklist of Storage and Disposal Fees (Format)




Annex 1

￿￿

￿￿

Annex 1:

Application for General Guaranty for the
Customs Protection of Intellectual Property Right (Format)

￿￿

General Administration of Customs of the
People’s Republic of China,

￿￿￿￿In light of the Announcement No. (         
),
2006 of the General Administration of Customs of the People’s Republic of
China, an application is hereby submitted to you
for a general guaranty for the
customs protection of intellectual property rights.

￿￿￿￿This intellectual property right holder
guarantees that the contents of the application and the documents attached
thereto are
genuine and valid, and that it will strictly perform its statutory
obligations.

￿￿￿￿Please grant an approval.

￿￿￿￿Applicant:                            

 Agent:                                

￿￿￿￿Guarantor:                           

 Legal
representative:                           

￿￿￿￿Address:                             

 Post
code:                               

(Seal):                         

Application date:                         

￿￿

Annex 2:

Letter of General Guaranty (Format)

￿￿

￿￿￿￿Date of issuance:                          

 No.                   

￿￿￿￿Beneficiary: General Administration of
Customs of the People’s Republic of China

￿￿￿￿No. 6 Jianguomennei Street, Beijing
(Post code: 100730)

￿￿￿￿This bank, namely the bank located at
No. () () Road, () City, issues this letter of guaranty whereby you are the
beneficiary
to guarantee the intellectual property right holder to perform the
obligations described in Article 14 of the Regulation of the
People’s Republic
of China on the Customs Protection of Intellectual Property Rights (hereinafter
referred to as the Regulation)
at the request of ( ) (hereinafter referred to as
the intellectual property right holder),.

￿￿￿￿If the applicant files an application
with the customs house for detaining any import and export goods suspected of
infringing
on the exclusive right of its trademark according to Article 16 of
the Regulation and if the intellectual property right holder
fails to pay the
relevant fees as required by the customs within 10 working days after it
receives a written notice about the
fees mentioned in Article 25 of the
Regulation, or if it fails to perform the compensation liabilities as prescribed
in Article
29 of the Regulation in compliance with the judgment of the people’s court, this bank promises to transfer the money you demand
to the
bank account designated by you within 10 working days after the receipt of the
payment demand notice.

￿￿￿￿The amount of guaranty in this letter of
guaranty is not more than RMB ( ) Ten Thousand Yuan (RMB   in Arabic numerals).

￿￿￿￿This letter of guaranty shall enter into
effect as of the date of issuance and shall be valid till the day of December
31,   (year).
If you fails to
issue to this bank a payment demand notice within 180 days after the expiration
of this letter of guaranty, this
bank will no longer assume the payment
liabilities as described in this letter of guaranty.

Guarantor:              
 Bank            Issuer
of the letter of guaranty:                

(Seal)                                                      

      (Seal)                           

Date:                          

￿￿

Annex 3:

Checklist of Storage and Disposal Fees
(Format)

￿￿

Unit
(RMB Yuan)

Serial Number

Port Customs

Date of Detainment

Names
of Goods and Trademark

Cases Worth

Amount of Storage Fee

￿￿

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￿￿

￿￿

￿￿

￿￿￿￿Date of making the form:                        

 Intellectual
property right holder:                          

  (Seal)




INTERNATIONAL TAXATION DEPARTMENT OF THE STATE ADMINISTRATION OF TAXATION ON THE EXAMINATION AND APPROVAL OF ANTI-TAX-AVOIDANCE CASES

International Taxation Department of the State Administration of Taxation on the Examination and Approval of Anti-tax-avoidance Cases

Ji Bian Han [2006] No. 76
June 14, 2006

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

For the purpose of strengthening the management of auditing on cases of transfer pricing as well as arrangements of advance pricing
and improving the work efficiency, the State Administration of Taxation determined to elevate the measures and procedures for the
examination and approval of anti-tax-avoidance cases, we hereby inform the relevant issues as follows:

1.

As from June 19, 2006, a case involving the auditing on transfer pricing or arrangement of advance pricing which is reported to the
State Administration of Taxation for examination and approval shall not be made in written form any more and shall be subject to
the administration system of anti-tax-avoidance examination and approval or the management system of advance pricing without any
exception.

2.

The management system of anti-tax-avoidance examination and approval and the management system of advance pricing are located on the
supportive website of anti-tax-avoidance work on the internal network of tax authorities in the whole country, which is http￿￿//100.16.139.3.
A region can start the former website by inputting the web address into the address line of IE browser on computers that are linked
to the internal network of the tax authorities throughout the country. Before performing any report of cases for examination and
approval, a region shall read earnestly through the relevant instructions on the management system of anti-tax-avoidance examination
and approval, the management system of advance pricing as well as the operating instructions for provincial clients.

3.

In order to confirm a stable transition of the relevant work after the system is put into operation, the transfer of relevant data
shall be arranged as follows:

(1)

With regard to the data of a case which has been filed and settled upon examination and approval before June 19, 2006, the State Administration
of Taxation shall be responsible for uploading it into the system so that the relevant regions can log in the system for inquiry
and operation.

(2)

With regard to any application for filing or settling a case after June 19, 2006, the tax authority of the relevant province, autonomous
region, and municipality directly under the Central Government or city specifically designated in the state plan shall appoint special
personnel to answer for the log-in.

(3)

With regard to any case that has been filed upon examination and approval of the State Administration of Taxation before June 19,
2006 and has not yet been settled, the relevant region which wants to have it settled shall direct the settlement through the relevant
system.

(4)

With regard to a case of the previous year that was filed without being examined by the State Administration of Taxation, if it is
required to be settled after June 19, 2006, the relevant materials of case filing shall be completed in the system before any case
settlement is made.

4.

In case a region meets any problem in operation, it shall timely feed it back to the State Administration of Taxation for deliberation
and settlement.

Contact Person:

Xia Guangyu, Telephone: 010-63417922

Huang Xiaoli, Telephone: 010-63417964

Qian Yalin, Telephone: 0838-2511188-8322

 
The State Administration of Taxation
2006-06-14

 




CIRCULAR OF THE NATIONAL DEVELOPMENT AND REFORM COMMISSION, THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING PRINTING AND DISTRIBUTING THE ADMINISTRATIVE MEASURES FOR THE DETERMINATION OF RESOURCES COMPREHENSIVE UTILIZATION ENCOURAGED BY THE STATE

Circular of the National Development and Reform Commission, the Ministry of Finance and the State Administration of Taxation concerning
Printing and Distributing the Administrative Measures for the Determination of Resources Comprehensive Utilization Encouraged by
the State

Fa Gai Huan Zi [2006] No.1864

The development and reform commissions, economic commissions (economic and trade commissions), public finance offices (bureaus), state
taxation bureaus and local taxation bureaus of each province, autonomous region, municipality directly under the Central Government,
city under separate state planning as well as Xinjiang Production and Construction Corps, and the related departments of the State
Council:

According to the spirit of the Circular of the General Office of the State Council on Preserving Some Non-administrative Licensing
Examination and Approval Items (Guo Ban Fa [2004]No. 62), and in light of the principle of efficient and simple administration, the
preserved work of determining the enterprises of resources comprehensive utilization encouraged by the state is consolidated with
and the determination of electric power plants of resources comprehensive utilization are consolidated. According to the related
spirits of the Administrative License Law and on the ground of the practices of resources comprehensive utilization, we revised the
Administrative Measures for the Determination of Resources Comprehensive Utilization (Guo Jing Mao Zi Yuan [1998] No.716 ) and the
Administrative Measures for the Determination of Electric Power Plants (Plant Units) of Resources Comprehensive Utilization (Guo
Jing Mao Zi Yuan [1998] No.716)released by the former State Economic and Trade Commission and other departments. On the ground of
the facts mentioned above, we hereby print and distribute the specially formulated Administrative Measures for the Determination
of Resources Comprehensive Utilization Encouraged by the State for your earnest implementation. And the Administrative Measures for
the Determination of Resources Comprehensive Utilization and the Administrative Measures for the Determination of Electric Power
Plants (Plant Units) of Resources Comprehensive Utilization shall be abolished at the same time.

Comprehensive The comprehensive utilization of resources is a long-term strategic guideline in China’s social and economic development,
and a significant technical and economic policy, which is of great significance to improving resources utilization efficiency, developing
recycling economy and building a resource-efficient and environment-friendly society. Each region shall strengthen the administration
on the determination of resources comprehensive utilization and do a good job in fulfilling the encouraging and supporting policies
of the state on resources comprehensive utilization so that the sound development of the project for the comprehensive utilization
of resources can be promoted. Where there is any opinion or suggestion in implementation, please report to us in time.

Appendix: The Administrative Measures for the Determination of Resources Comprehensive Utilization Encouraged by the State

The National Development and Reform Commission

The Ministry of Finance

The State Administration of Taxation

September 7, 2006
Appendix:
The Administrative Measures for the Determination of Resources Comprehensive Utilization Encouraged by the State
Chapter I General Provisions

Article 1

In order to implement the encouraging and supporting policies of the state concerning resources comprehensive utilization, strengthen
the administration on resources comprehensive utilization, encourage enterprises to utilize resources in a comprehensive manner,
and promote the sustainable development of economy and society, the present Measures are released in light of the Circular of the
General Office of the State Council concerning Preserving Some Non-administrative Licensing Examination and Approval Items ([2004]
No. 62of the General Office of the State Council) and the spirit of the related policies and laws and regulations of the state.

Article 2

The term “determination of resources comprehensive utilization encouraged by the state” as mentioned in the present Measures refers
to the determination of the crafts, techniques or products of resources comprehensive utilization that conform to the encouraging
and supporting policies of the state concerning resources comprehensive utilization (hereinafter referred to as “determination of
resources comprehensive utilization”).

Article 3

The National Development and Reform Commission (hereinafter referred to as NDRC) shall take charge of the organization and coordination,
and supervision and administration of determination of resources comprehensive utilization.

The administrative departments of resources comprehensive utilization of each province, autonomous region, municipality directly under
the central government and the city under separate state planning (hereinafter referred to as the administrative department of resources
comprehensive utilization at the provincial level) shall take charge of the determination, supervision and administration of resources
comprehensive utilization within their respective jurisdictions; t. The finance administrative departments shall strengthen the supervision
over and administration on the determined enterprises in terms of their financial issues; And the administrative departments of taxation
shall strengthen the supervision and administration of taxation, and seriously fulfill the state preferential taxation policies concerning
resources comprehensive utilization.

Article 4

The determined products that make of comprehensive utilization of resources for production, or the determined enterprises that adopt
crafts and techniques of resources comprehensive utilization, may file an application for enjoying the preferential policies concerning
taxation and operation, etc. according to the related provisions of the state.

Chapter II Conditions for Application and Content of Determination

Article 5

An enterprise that declares for the determination of resources comprehensive utilization must meet the conditions as follows:

(1)

Its manufacturing techniques, technologies and products shall conform to the industrial policies and the related standards of the
state;

(2)

The profit and loss of resources comprehensive utilization products may be computed independently;

(3)

The sources of its raw materials and fuels shall be stable and reliable, the quantity and quality shall satisfy the related requirements,
the complementary conditions concerning water and electric power shall be put into effect; and

(4)

It shall meet the requirements of environmental protection and would not produce secondary pollution.

Article 6

A power generation unit of comprehensive utilization that applies for the determination of resources comprehensive utilization shall,
in addition to the conditions mentioned above, meet conditions as follows:

(1)

The power station is established upon the authorization (examination and approval) by the administrative department according to the
related provisions of the state concerning the power of examination and approval or authorization.

(2)

Where the power derived from coal slack (stone-like coal, oil shale) or slime, the coal slack (stone-like coal, oil shale) or slime
shall be used as main fuel, the use volume shall not be lower than 60% (weight ratio) of the fuel fed into furnaces; the applied
lower calorific value of the fuel fed into furnaces shall not be more than 12,550 kJ/kg; such facilities as automatic feeding display
and record of raw coal, coal slack and slime shall be equipped.

(3)

Where the power is derived from urban domestic waste (including sewage sludge), it shall satisfy the conditions as follows: the construction
and operation of waste incinerator shall accord with the national or industrial standards and criterions; the evidentiary materials
for the quantity and quality of the waste used issued by the administrative department of environment and sanitation at the district
(municipal) level shall produce are necessary ; the monthly actual use volume of waste shall not be lower than 90% of the designed
rated value; where the power is derived from burning waste and co-combustion of raw coal in fluidized-bed combustion boiler, the
use volume of waste shall not be lower than 80% (weight ratio) of the fuel fed into furnaces, and such facilities as automatic feeding
display and record of waste and raw coal must be equipped.

(4)

The enterprises (branch factories, plants) that use the utilizable heat and differential pressure generated in industrial production
to generate power shall decide the installed capacity of the electric power plants of industrial waste heat or industrial residual
pressure in accordance with the quality of the waste heat or residual pressure generated, the waste heat quantity or air consumption
of manufacturing technique, and the utilizable working fluid parameters.

(5)

Where the fuel used to generate power is the recycled coal bed gas (coalmine gas), marsh gas (urban domestic waste landfill gas),
converter coal gas, top gas, or biomass energy, etc, the resources shall be sufficient and stable, and the installed capacity shall
be rationally collocated in accordance with the resources quantity.

Article 7

Content of Determination

(1)

Examining and determining whether enterprises or units that declare for the determination of resources comprehensive utilization execute
the process of examination and approval or authorization; whether the project construction accords with the requirements of examination
and approval or authorization; whether the products and techniques of resources comprehensive utilization conform to the industrial
policies, technical standards of the state and the conditions for determining the declaration ;

(2)

Examining and determining whether the products applied for resources comprehensive utilization are within the range of Catalogue for
Comprehensive Utilization of Resources; and examining and determining the sources and reliability of the comprehensive utilized resources
;

(3)

Examining and determining whether it meets the conditions of preferential policies of the state concerning resources comprehensive
utilization.

Chapter III Procedure of Application and Determination

Article 8

The determination of resources comprehensive utilization shall implement the system that enterprises declare, the administrative
department of resources comprehensive utilization of the people’s government of the municipality (district) (hereinafter referred
to as the competent department of resources comprehensive utilization at the municipal level) where the enterprise is located primarily
examines, and the competent department of resources comprehensive utilization at the provincial level examines and determines together
with the related departments. The administrative department of resources comprehensive utilization at the provincial level shall
promulgate the particular schedule of the determination of resources comprehensive utilization of each year one month ahead.

Article 9

A written application shall be submitted to the administrative department of resources comprehensive utilization at the municipal
level by an enterprise that applies for enjoying the preferential policies concerning resources comprehensive utilization and the
relevant materials as prescribed shall be provided. The competent department of resources comprehensive utilization at the municipal
level shall, after soliciting the opinions of the department of public finance or other departments at the same level, accomplish
the preliminary examination within 30 days since the prescribed acceptance date, and submit the opinions concerning preliminary examination
to the competent department of resources comprehensive utilization at the provincial level.

Article 10

The administrative department of resources comprehensive utilization at the municipal level shall deal with an application for determination
of resources comprehensive utilization submitted by an applicant according to the different circumstances as follows:

(1)

For those which fall into the scope of determination of resources comprehensive utilization, and the application materials of which
are complete, the department shall accept and present opinions concerning preliminary examination.

(2)

For those beyond the scope of determination of resources comprehensive utilization, the department shall inform the applicant of the
refuse rejection, and explain the reasons.

(3)

For those the application materials of which are incomplete or don’t accord with the prescribed requirements, the department shall
notify the applicant of unit about all the content that needs to be supplemented on the spot or within 5 days once and for all.

Article 11

A The competent department of resources comprehensive utilization at the provincial level shall form a determination commission of
resources comprehensive utilization (hereinafter referred to as determination commission) along with the department of public finance
and other departments at the same level and the industry experts; and shall accomplish the examination for determination within 45
days in light of the conditions and content of determination as provided in Chapter II.

Article 12

If it is under the circumstances as follows, a competent department of resources comprehensive utilization at the provincial level
shall present the opinions concerning preliminary examination and report to the NDRC for examinational and approval.

(1)

The techniques of power supply unit of resources comprehensive utilization with single-machine capacity of above 25MW;

(2)

The techniques of power generation by comprehensive utilization of coal slack (slime, stone-like coal, oil shale); or

(3)

The techniques of power generation by waste (including sewage sludge).

The examination on the above-mentioned circumstances shall be accepted once every year, the time of acceptance shall be before the
end of July of each year, and the examination and approval shall be accomplished within 60 days since the date of the deadline of
acceptance.

Article 13

A The competent department of resources comprehensive utilization at the provincial level shall, in light of the conclusions of the
determination commission or the opinions on examination and approval of the NDRC, proclaim the enterprises of resources comprehensive
utilization examined and determined as qualified ones, where there isn’t any objection concerning the announcement against the conclusions
and opinions within 10 days since the date of publication the announcement, the competent department of resources comprehensive utilization
at the provincial level shall issue the Certificate for the Determination of Resources Comprehensive Utilization, report to the NDRC
for record, and at the same time inform the department of public finance and the department of taxation at the same level. As for
the enterprises that fail to pass the examination, the competent department of resources comprehensive utilization at the provincial
level shall inform in written form and explain the reasons.

Article 14

Where an enterprise has any a conclusion of the determination commission, it may put forward a reconsideration application to the
original determination commission that made the conclusion, which and the commission shall accept it. Where an enterprise still has
any demurrer against the reconsideration conclusion , it may directly put forward a complaint to the administrative department of
resources comprehensive utilization at the next higher level, which may put forward opinions of argumentation in light of the facts
investigated and verified, and is enpost_titled the power to alter the conclusion of the administrative department determination at the
next lower level

Article 15

The NDRC shall formulate the unified format of the Certificate for the Determination of Resources Comprehensive Utilization (hereinafter
referred to as “Certificate”) printed by the competent departments of resources comprehensive utilization at the provincial level.
The Certificate shall be valid for two years.

Article 16

Where an unit that obtains the Certificate alters the enterprise name, products, techniques or other content for all reasons, it
shall put forward an application to the competent department of resources comprehensive utilization at the municipal level and provide
the related evidential materials. The competent department of resources comprehensive utilization at the municipal level shall put
forward opinions, report to the competent department of resources comprehensive utilization at the provincial level for determination
and examination, and then inform the department of public finance and the department of taxation at the same level of the related
information in time.

Chapter IV Supervision and Administration

Article 17

The NDRC, the Ministry of Finance and the State Administration of Taxation shall strengthen the administration concerning determination
of resources comprehensive utilization and the supervision and examination over the implementation of preferential policies, and
revise the conditions for determination of resources comprehensive utilization at a proper time according to the development situation
of resources comprehensive utilization, adjustments of the industrial policies of the state and the technological advances.

Article 18

The competent departments of resources comprehensive utilization at all levels shall adopt practical measures to intensify the supervision
and administration of the determined enterprises, particularly the dynamic supervision over the sources of large quantity resources
of comprehensive utilization; wind up the enterprises without stable supply of resources of comprehensive utilization in time; and
under the premise of not impeding the normal production and operation activities of enterprises, supervise, check and get acquainted
with the determined enterprises and the relevant units.

The competent departments of public finance and taxation at all levels shall strengthen information communication with the competent
departments of resources comprehensive utilization at the same levels, particularly for the problems emerged in the process of supervision
and examination, they should exchange views, coordinate with each other so that the problems can be solved.

Article 19

A competent department of resources comprehensive utilization at the provincial level shall report the basic situation of the resources
comprehensive utilization determination of the previous year to the NDRC, the Ministry of Finance and the State Administration of
Taxation before the end of May of each year. M, which mainly includes:

(1)

Situation of determination work (including the quantities of determined enterprises (power stations) of resources comprehensive utilization,
and the installation capacity of the determined power generation units, etc.).

(2)

The situation about the large quantity resources of comprehensive utilization and their sources of the determined enterprises (including
the varieties of resources, volume of comprehensive utilization, and supply, etc.).

(3)

Supervision situation over the determined enterprises of resources comprehensive utilization (including annual inspection, random
inspection, and punishment situation, etc.).

(4)

Situation on the implementation of the preferential policies about resources comprehensive utilization.

Article 20

The enterprises (power stations) who has obtained the determinations for products or techniques of resources comprehensive utilization
shall organize production, improve administrative systems, perfect statistical statements, and report the statistical information
and audited financial statements on schedule strictly according to the requirements of the conditions for determination of resources
comprehensive utilization.

Article 21

Where an enterprise who has obtained the determinations for products or techniques of resources comprehensive utilization fails to
satisfy the required conditions for determination of resources comprehensive utilization since the sources of the raw materials of
comprehensive utilization resources or other reasons, it shall forwardly report to the competent department of resources comprehensive
utilization at the municipal level. The administrative department of determination or examination and approval at the provincial
level shall terminate its Certificate, and publish announcement.

Article 22

The Certificate is a necessary condition of examining and approving deduction and exemption of taxes for the competent tax authorities
at all levels. Any enterprise without the Certificate may not handle the formalities of deduction and exemption of taxes.

Article 23

The personnel that take part in determination shall rigidly keep the business and technical secrets of the determined enterprises
of resources comprehensive utilization.

Article 24

any unit or individual have the right to accuse of and expose the behaviors of defrauding qualification of determination of resources
comprehensive utilization and preferential policies by way of falsification.

Chapter V Penalty Provisions

Article 25

Once it is found that an enterprise that defrauded preferential policies concerning resources comprehensive utilization by way of
falsification, or violated Article 21 of the present Measures by failing to declare for terminating its Certificate in time, it
shall be deprived of the qualification for preferential policies, shall hand in its Certificate to the administrative department
of resources comprehensive utilization at the provincial level, and may not apply for determination again within 3 years. Where the
enterprise has already enjoyed preferential policies concerning taxation, the tax payment shall be pursued and penalties shall be
imposed by the administrative tax authorities in light of the Law of the People’s Republic of China on the Administration of Tax
Collection and the related provisions.

Article 26

Where it is under any of the circumstances as follows, the qualification for determination of resources comprehensive utilization
shall be cancelled by administrative department of resources comprehensive utilization at the provincial level , and copies shall
be sent to the department of public finance and the department of taxation at the same level:

(1)

The working personnel of administrative organs abuse authority or neglect duties so as to make any disqualified determination of resources
comprehensive utilization ;

(2)

A determination of resources comprehensive utilization is made beyond the legitimate authority or by violating the legal process;

(3)

A determination of resources comprehensive utilization is granted to an applicant enterprise that is disqualified for application
or is does not conform to the legal conditions;

(4)

Hiding the related situation, providing false materials, or refusing to provide faithful materials that reflect its activities situation;
obtaining the determination of resources comprehensive utilization by such illicit means as fraud, and bribe, etc. or

(5)

Failing to satisfy the conditions for determination of resources comprehensive utilization through in annual inspection or random
inspection, refusing to rectify within prescribed time limit, or still failing to satisfy the conditions for determination after
rectification.

Article 27

Where any of the working personnel of any administrative organ committed such behaviors as misuse of authority, neglect of duty,
or falsification in handling determination of resources comprehensive utilization or in the process of conducting supervision and
inspection, the department where he/she works shall impose administrative sanctions on him/her; where his/her behavior constitutes
a crime, his/her criminal liabilities shall be investigated in light of law.

Article 28

As for any person who forges a Certificate of resources comprehensive utilization, his/her responsibilities shall be investigated
in light of the related laws and regulations of the state.

Chapter VI Supplementary Provisions

Article 29

The term “preferential policies concerning resources comprehensive utilization” refers to the preferential policies of the state
concerning resources comprehensive utilization that may be enjoyed by the enterprises determined as with products or techniques of
resources comprehensive utilization in light of the related provisions.

Article 30

An enterprise (unit) that applies for enjoying the preferential policies concerning taxation of resources comprehensive utilization
shall put forward an application to the administrative tax authorities upon the strength of the Certificate. The competent tax authorities
shall handle the procedure of tax reduction and exemption according to the related policies and provisions concerning taxation.

An enterprise that applies for enjoying other preferential policies shall transact the formalities for the related preferential policies
at the related departments upon the strength of the Certificate.

Article 31

Where there is any revision on any provision or any preferential policy on resources comprehensive utilization involved in the present
Measures, the revised one shall prevail.

Article 32

Each region may formulate detailed rules for implementation based on these Measures and the actual situation of these regions, and
shall report them to the NDRC, the Ministry of Finance and the State Administration of Taxation for record.

Article 33

The power of interpreting the present Measures shall remain with the NDRC, the Ministry of Finance and the State Administration of
Taxation.

Article 34

The present Measures shall enter into force as of October 1, 2006. The Administrative Measures for the Determination of Resources
Comprehensive Utilization ([1998] No.716 of the State Economic and Trade Commission) and the Administrative Measures for the Determination
of Electric Power Plants (Plant Units) of Resources Comprehensive Utilization ([2000] No. 660of the State Economic and Trade Commission)
promulgated by the former State Economic and Trade Commission and the State Administration of Taxation shall be abolished at the
same time.



 
The National Development and Reform Commission, the Ministry of Finance, the State Administration of Taxation
2006-09-07

 







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

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

Cai Shui [2006] NO.131

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

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

Please abide hereby.

Ministry of Finance

State Administration of Taxation

September 15, 2006



 
Ministry of Finance, State Administration of Taxation
2006-09-15

 







CONSTITUTION ACT, 1982 – page 22

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