OFFICIAL REPLY OF THE PEOPLE’S BANK OF CHINA CONCERNING THE ISSUANCE OF FINANCIAL BONDS BY SHANGHAI PUDONG DEVELOPMENT BANK

Official Reply of the People’s Bank of China concerning the Issuance of Financial Bonds by Shanghai Pudong Development Bank

Yin Fu [2005] No. 55

Shanghai Pudong Development Bank,

We have received your Request for Instructions concerning the Issuance of Financial Bonds by Shanghai Pudong Development Bank in the
National Inter-bank Bond Market (Pu Yin Fa No. 197 [2005] ). In accordance with such relevant provisions as the provisions of the
Measures for the Administration of the Issuance of Financial Bonds in the National Inter-bank Bond Market (Zhong Guo Ren Min Yin
Hang Ling [2005] No. 1), we hereby reply as follows:

Your Bank is allowed to issue 12 billion Yuan of financial bonds in the national inter-bank bond market.

Your Bank shall do a good job in the bond issuance and the disclosure of relevant information in accordance with the provisions in
the Measures for the Administration of the Issuance of Financial Bonds in the Nation-wide Inter-bank Bond Market.

Your bank shall, after the issuance of financial bonds is completed, submit the relevant bond issuance work to the People’s Bank of
China within 10 workdays.

The People’s Bank of China

July 29, 2005

The People’s Bank of China
2005-07-29

MEASURES FOR THE ADMINISTRATION OF THE CIRCULATION OF SECOND-HAND AUTOMOBILES

the Ministry of Commerce, the Ministry of Public Security, the State Administration for Industry and Commerce and the State Administration
of Taxation

Measures for the Administration of the Circulation of Second-hand Automobiles

Order No. 2 [2005] of the Ministry of Commerce, the Ministry of Public Security, the State Administration for Industry and Commerce
and the State Administration of Taxation

August 29, 2005

Chapter I General Provisions

Article 1

In order to intensify the administration of the circulation of second-hand automobiles, regulate the business operations of second-hand
automobiles, guarantee the legitimate interests and rights of both parties to transactions of second-hand automobiles and facilitate
the sound development of the circulation of second-hand automobiles, the present Measures are formulated in accordance with the relevant
laws and administrative regulations of the state.

Article 2

The present Measures shall be applicable to the business operations of second-hand automobiles and the activities involving second-hand
automobiles within the territory of China.

The term “second-hand automobiles” as mentioned in the present Measures refers to the automobiles that are traded and whose ownership
is transferred in the duration from the completion of the registration formalities to the date when the state compulsory discarding
standards are satisfied, including three-wheeled automobiles, low-speed motor trucks (former agricultural transport vehicles, hereinafter
the same), trailers and motorcycles.

Article 3

The term “second-hand automobile market” refers to a business place that is established under the law and where centralized transactions
of second-hand automobiles are conducted and the relevant services are provided for both parties to a transaction.

Article 4

The term “business operator of second-hand automobiles” refers to an enterprise that has gone through the registration formalities
with the administrative department of industry and commerce under the law and undertakes the retail, auction, brokerage, appraisal
and evaluation of second-hand automobiles.

Article 5

The term “business operations of second-hand automobiles” refers to such activities as retail, auction, brokerage, appraisal and evaluation
of second-hand automobiles.

(1)

The term “retail of second-hand automobiles” refers to the business activities whereby a retail enterprise of second-hand automobiles
purchases and sells second-hand automobiles;

(2)

The term “auction of second-hand automobiles” refers to the business activities whereby an auction enterprise of second-hand automobiles
transfers a second-hand automobile to a bidder that offers the highest price through public bidding;

(3)

The term “brokerage of second-hand automobiles” refers to the business activities whereby a brokerage entity of second-hand automobiles,
for the purpose of collecting commissions, engages in such business activities as intermediary, agency, and brokerage to promote
other person’s transaction of second-hand automobiles; and

(4)

The term “appraisal and evaluation of second-hand automobiles” refers to the business activities whereby an appraisal and evaluation
organization of second-hand automobiles appraises and evaluates the technical qualities of a second-hand automobile and the value
thereof.

Article 6

The term “direct transaction of second-hand automobiles” refers to a transaction whereby the owner of a second-hand automobile sells
his automobile directly to a buyer without the assistance of any retail enterprise, auction enterprise or brokerage entity. Any direct
transaction of second-hand automobiles shall be conducted in the second-hand automobile market.

Article 7

The administrative department of commerce, the administrative department of industry and commerce and the taxation department of the
State Council shall, pursuant to their respective duties, take charge of the relevant supervision and administration work concerning
the circulation of second-hand automobiles.

The provincial-level administrative department of commerce (hereinafter referred to as the administrative department of commerce at
the provincial level), the administrative department of industry and commerce and the taxation department of the provinces, autonomous
regions and municipalities directly under the Central Government and the city under separate state planning shall, pursuant to their
respective duties, take charge of the relevant supervision and administration work concerning the circulation of second-hand automobiles
within their jurisdiction.

Chapter II Requirements of and Procedures for Establishment

Article 8

A business operator of a second-hand automobile market, a retail enterprise and brokerage entity of second-hand automobiles shall
possess the qualification of an enterprise legal-person and shall go through the registration formalities with the administrative
department of industry and commerce according to law.

Article 9

An appraisal and evaluation entity of second-hand automobiles shall satisfy the following requirements:

(1)

Being an independent intermediary organization;

(2)

Having a fixed business place and the necessary facilities to undertake its business operations;

(3)

Having 3 or more professionals engaged in the appraisal and evaluation of second-hand automobiles (including the appraisers of old
motor vehicles who have acquired a professional qualification certificate of the state prior to the implementation of the present
Measures); and

(4)

Having sound rules and regulations.

Article 10

The establishment of an appraisal and evaluation entity of second-hand automobiles shall conform to the following procedures:

(1)

The applicant shall file a written application with the administrative department of commerce at the provincial level where the appraisal
and evaluation entity of second-hand automobiles is to be located and submit the relevant materials as prescribed in Article 9 of
the present Measures as well;

(2)

The administrative department of commerce at the provincial level shall, within 20 workdays from the date of receipt of all the application
materials, decide whether or not to grant an approval and shall, in the case of approval, issue the Approval Certificate of Appraisal
and Evaluation Entity of Second-hand Automobiles; in the case of disapproval, give an explanation; and

(3)

The relevant applicant shall go through the registration formalities with the administrative department of industry and commerce upon
the strength of the Approval Certificate of Appraisal and Evaluation Entity of Second-hand Automobiles.

Article 11

An applicant who applies for establishing a foreign-funded second-hand automobile market, retail enterprise, brokerage entity, or
appraisal and evaluation entity shall submit to the administrative department of commerce at the provincial level the relevant materials
that comply with the provisions of Articles 8 and 9 of the present Measures, the Measures for the Administration of Foreign Investment
in the Commercial Field, and other relevant laws on foreign investment. The administrative department of commerce at the provincial
level shall, after the preliminary examination, report them to the administrative department of commerce of the State Council within
1 month from the date of receipt of all the application materials. Where a Chinese party to the joint venture is an enterprise group
specifically designated in the state plan, the application materials may be directly reported to the administrative department of
commerce of the State Council. The administrative department of commerce of the State Council shall, within 3 months from the date
of receipt of all the application materials, decide whether or not to grant an approval jointly with the administrative department
for industry and commerce of the State Council, and shall, in the case of approval, issue an Approval Certificate of Foreign-funded
Enterprises or a new one; in the case of disapproval, give an explanation.

The relevant applicant shall go through the registration formalities with the administrative department for industry and commerce
upon the strength of the Approval Certificate of Foreign-funded Enterprises.

Article 12

The establishment of an auction enterprise of second-hand automobiles (including a foreign-funded auction enterprise of second-hand
automobiles) shall comply with the relevant provisions of the Auction Law of the People’s Republic of China and the Measures for
the Administration of Auction, and shall be handled according to the procedures as prescribed by the Measures for the Administration
of Auction.

Article 13

The merger and acquisition of any second-hand automobile market or operational subject by any foreign investor or the expansion of
business scope of an existing foreign-funded enterprise to engage in second-hand automobiles shall be handled according to the procedures
as prescribed by Articles 11 and 12.

Chapter III Behavioral Standards

Article 14

The operator of second-hand automobile market and operational subject of second-hand automobiles shall conduct its business operations
and pay taxes according to law, observe the commercial ethics and shall be subject to the supervision and examination as carried
out according to law.

Article 15

A seller of second-hand automobiles shall have the ownership or right to dispose of the automobile. An operator of second-hand automobile
market and an operational subject of second-hand automobiles shall affirm the identity certificate of the relevant seller, number
plate of the vehicle, the Registration Certificate of Motor Vehicles, the Driving License of Motor Vehicles, the effective mark of
passing the security technical examination, the policy of insurance of the vehicle, and the payment certificate of relevant taxes
and fees.

A state organ or state-owned enterprise or public institution shall, when selling or entrusting an auction of a vehicle thereof, hold
the certification regarding asset treatment as produced by this entity or its superior entity.

Article 16

Anyone who sells or auctions a vehicle of which he has no ownership or right to disposal shall be subject to relevant legal liabilities.

Article 17

A seller of second-hand automobiles shall provide the authentic information about the use, repair, accident, and examination, whether
the registration of mortgage has been handled, whether the taxes and fees have been paid as well as the time to be discarded. Where
a buyer fails to go through the formalities for the registration of transfer due to any concealing or fraud as committed by a seller,
the seller concerned shall accept the unconditional return of the vehicle and shall refund the vehicle purchase price, etc.

Article 18

A retail enterprise of second-hand automobiles shall, when selling a second-hand automobile, provide the quality guaranty as well
as the after service, which shall be clearly indicated in its business place.

Article 19

A contract shall be concluded for a second-hand automobile transaction. The model contract shall be prepared by the administrative
department for industry and commerce of the State Council.

Article 20

Where an owner of a second-hand automobile entrusts any other person to handle the sale of his vehicle, the owner shall conclude a
power of attorney with the entrusted person.

Article 21

Where a brokerage entity of second-hand automobiles is entrusted to purchase any second-hand automobile, both parties concerned shall
satisfy the following requirements:

(1)

The entrusting party shall provide a legal identity certification to the brokerage entity of second-hand automobiles;

(2)

The brokerage entity of second-hand automobiles shall choose the vehicle in light of the requirements of the entrusting party and
shall inform him of the market information;

(3)

Where a brokerage entity of second-hand automobiles accepts the entrustment for purchase, both parties shall conclude a contract;
and

(4)

The entrusting party shall bear the relevant expenses as incurred from the appraisal and evaluation of a vehicle that is conducted
by a brokerage entity of second-hand automobiles on behalf of and according to the requirements of the entrusting party.

Article 22

Where a transaction of second-hand automobile is concluded, the seller shall deliver to the buyer the vehicle, and the number plate,
legal certification and warrant of the vehicle in a timely manner. The legal certification and warrant of a vehicle shall mainly
include:

(1)

A Registration Certificate of Motor Vehicles;

(2)

A Driving Certificate of Motor Vehicles;

(3)

The valid mark of passing the security technical examination;

(4)

The proof of payment of vehicle purchase tax;

(5)

The payment certificate of expenses for highway maintenance;

(6)

The payment certificate of vehicle and vessel usage taxes; and

(7)

The policy of insurance of the vehicle.

Article 23

The following vehicles are prohibited from any retail, sale and purchase, auction or brokerage:

(1)

A vehicle that has been discarded as useless or has reached the state standard of compulsory discarding;

(2)

A vehicle under the supervision of the customs that is being mortgaged or for which the seller fails to obtain the approval of the
customs for transaction;

(3)

A vehicle that is under seizure or being mortgaged by the people’s court, the people’s procuratorate or the administrative department
of law enforcement;

(4)

A vehicle that is obtained by such illegal criminal means as theft, robbery and fraud;

(5)

A vehicle whose engine number, vehicle identification number or frame number fails to comply with the numbers registered, or has any
trace of alteration;

(6)

A vehicle that comes from any smuggle or is illegally assembled;

(7)

A vehicle without the certificate or warrant as prescribed in Article 22 ;

(8)

A vehicle that is not registered with the administrative department of public security within the jurisdiction; or

(9)

A vehicle that is prohibited from operation by any law or administrative regulation of the state.

Where an operator of second-hand automobile market or a business operator of second-hand automobiles finds a vehicle under any of
the circumstances as prescribe in item (4), (5) or (6), he shall report it to the administrative departments of law enforcement,
such as the public security organ and the administrative department for industry and commerce.

An operator of second-hand automobile market or an operational subject of second-hand automobiles shall bear joint compensatory liabilities
and any other legal liabilities for any vehicle that is unlawfully traded.

Article 24

Where a brokerage enterprise of second-hand automobiles or an auction enterprise of second-hand automobiles sells or auctions a second-hand
automobile, it shall produce to the buyer an invoice as uniformly printed under the supervision of the taxation authority.

As for a direct transaction of second-hand automobile or a transaction of second-hand automobile made through a brokerage of second-hand
automobiles, the operator concerned of second-hand automobile market shall produce to the buyer an invoice as uniformly printed under
the supervision of the taxation authority according to the provisions.

Article 25

Where a transaction of second-hand automobile is concluded, the present owner of the vehicle shall, in accordance with the relevant
laws and regulations, go through the formalities for the registration of transfer upon the strength of the invoice as uniformly printed
under the supervision of the tax authority.

Article 26

An operator of second-hand automobile market shall provide a fixed place and facilities for the operational subjects of second-hand
automobiles, and shall provide its clients with the conditions for handling such formalities as appraisal and evaluation, registration
of transfer, insurance and tax payment. A retail enterprise or a brokerage institution of second-hand automobiles shall, according
to the requirements of its clients, handle such formalities as appraisal and evaluation, registration of transfer, insurance and
tax payment on their behalf.

Article 27

The principles of free will of both parties to a transaction shall be adhered to in the appraisal and evaluation of a second-hand
automobile, which may not be conducted in a compulsory manner. Any second-hand automobile in the form of state-owned assets shall
be subject to appraisal and evaluation according to the relevant provisions of the state.

Article 28

An appraisal and evaluation entity of second-hand automobiles shall, pursuant to the principles of “being objective, authentic, impartial
and open”, carry out the business operations of appraisal and evaluation of second-hand automobiles in accordance with the laws and
regulations of the state, and produce the relevant reports on the appraisal and evaluation of vehicles; and shall bear the legal
liabilities for such contents as the appraisal on technical qualities of vehicles in the said report, including whether or not the
vehicle is involved in a case or a traffic accident.

Article 29

An appraisal and evaluation entity of second-hand automobiles and the staff thereof may, in accordance with the provisions of the
state, engage in such appraisal operations as the appraisal of a vehicle that is involved in an legal case or accident.

Article 30

The operator of second-hand automobile market and operational subjects of second-hand automobiles shall put on record the purchase
and sale, auction, brokerage and the appraisal and evaluation of second-hand automobile.

Article 31

The establishment of a second-hand automobile market or a store of a retail enterprise of second-hand automobiles shall comply with
the relevant provisions on the development of the city where it is located as well as on the urban commercial development.

Chapter IV Supervision and Administration

Article 32

The principles of breaking monopoly, encouraging competition, promoting development and being fair, impartial and open shall be adhered
to in the supervision and administration of second-hand automobiles.

Article 33

An archival filing system of the operators of second-hand automobile markets and operational subjects of second-hand automobiles shall
be established. The operators of second-hand automobile markets and operational subjects of second-hand automobiles that have registered
with the administrative department for industry and commerce according to law and obtained the business license shall, within 2 months
as of obtaining their business license, file for record with the administrative department of commerce at the provincial level, The
administrative department of commerce at the provincial level shall report the filing of the operators of second-hand automobile
markets and operational subjects of second-hand automobiles to the administrative department of commerce of the State Council on
a periodical base.

Article 34

A reporting and publicity system of information on the circulation of second-hand automobiles shall be established and brought into
perfection. An operator of second-hand automobile market and an operational subject of second-hand automobiles shall, through the
local administrative department of commerce, periodically report such information as the volume and value of trade to the administrative
department of commerce at the provincial level, which shall gather the aforesaid information and report it to the administrative
department of commerce of the State Council. The administrative department of commerce of the State Council shall publicize the information
on the circulation of second-hand automobiles to the society.

Article 35

The administrative department of commerce and the administrative department for industry and commerce shall, pursuant to their respective
duties, take effective measures to intensify the administration and supervision of the operators of second-hand automobile market
and the operational subjects of second-hand automobiles, investigate into and punish irregularities, maintain the market order, and
safeguard the legitimate rights and interests of consumers.

Article 36

The administrative department for industry and commerce of the State Council shall, in conjunction with the administrative department
of commerce, establish credit archives of the operators of second-hand automobile markets and operational subjects of second-hand
automobiles and periodically publicize the name list of regulation-breaking enterprises.

Chapter V Supplementary Provisions

Article 37

The present Measures shall go into effect as of October 1, 2005. The former Notice of the General Office of the Ministry of Commerce
on Regulating the Administration of the Appraisal and Evaluation of Used Motor Vehicles (Shang Jian Zi [2004] No. 70), Notice on
Strengthening the Administration of the Used Motor Vehicle Market (Guo Jing Mao Mao Yi [2001] No. 1281) and Measures for the Administration
of Used Motor Vehicle Transactions (Nei Mao Ji Zi [1998] No. 33) as well as all kinds of documents as promulgated on the basis thereof
shall be simultaneously repealed.

the Ministry of Commerce, the Ministry of Public Security, the State Administration for Industry and Commerce and the
State Administration of Taxation
2005-08-29

INTERIM PROVISIONS ON ADMINISTRATION OF THE EXPORT OF PRECURSOR CHEMICALS TO PARTICULAR COUNTRIES (REGIONS)

the Ministry of Commerce, the Ministry of Public Security, the General Administration of Customs, the State Administration of Work
Safety, the State Food and Drug Administration

Order of the Ministry of Commerce, the Ministry of Public Security, the General Administration of Customs, the State Administration
of Work Safety and the State Food and Drug Administration

No. 12

The Interim Provisions on Administration of the Export of Precursor Chemicals to Particular Countries (Regions), which were deliberated
and adopted at the ninth executive meeting of the Ministry of Commerce on June 3, 2005, at the first executive meeting of the State
Administration of Work Safety on July 8, 2005 and at the seventh executive meeting of State Food and Drug Administration on July
7, 2005, and were approved by the Ministry of Public Security and the General Administration of Customs, are hereby promulgated and
shall go into effect as of September 1, 2005.

the Minister of the Ministry of Commerce, Bo Xilai

the Minister of the Ministry of Public Security, Zhou Yongkang

the Director of the General Administration of Customs, Mu Xinsheng

the Director General of the State Administration of Work Safety, Li Yizhong

the Director General of the State Food and Drug Administration, Shao Mingli

August 1, 2005

Interim Provisions on Administration of the Export of Precursor chemicals to Particular Countries (Regions)

Article 1

With a view to preventing precursor chemicals from entering into particular countries (regions) for drug production and regulating
the export of precursor chemicals, the present Provisions are formulated according to the Foreign Trade Law of the People’s Republic
of China and the relevant laws and administrative regulations.

Article 2

The term “precursor chemicals” as mentioned in the present Provisions refers to those chemicals as listed in Attachment I of the present
Provisions, namely, “Catalogue for the Administration of the Export of Precursor Chemicals to Particular Countries (Regions)”. The
Ministry of Commerce shall, together with the Ministry of Public Security, the General Administration of Customs, the State Administration
of Work Safety and the State Food and Drug Administration, adjust and promulgate the Catalogue for the Administration of the Export
of Precursor chemicals to Particular Countries (regions) where necessary.

Article 3

The term “particular countries (regions)” as mentioned in the present Provisions refers to those countries (regions) as listed in
Attachment II of the present Provisions, namely, “Catalogue of Particular Countries (Regions)”. The Ministry of Commerce shall, together
with the Ministry of Public Security, the General Administration of Customs, the State Administration of Work Safety and the State
Food and Drug Administration, adjust and promulgate the Catalogue of Particular Countries (regions) where necessary.

Article 4

The State adopts the licensing administration to the export of precursor chemicals to particular countries (regions).

No precursor chemicals may be exported to particular countries (regions) without permission.

For the export of precursor chemicals to particular countries (regions), the relevant export license shall be submitted to the Customs
for verification, and the Customs shall handle the relevant formalities for export inspection and clearance upon the strength of
the export license.

Article 5

The export license for precursor chemicals shall be subject to the system of “one license for one batch” and “one license for one
customs declaration”.

Where the precursor chemicals under one contract need to be exported by batches, the exporter shall bring it forward in the export
application and the Ministry of Commerce shall, after examination and approval, issue a corresponding number of export licenses.
No more than twelve batches may be applied for in one application.

Article 6

The export of precursor chemicals to particular countries (regions) shall be subject to the international inspection system.

Article 7

Where an exporter plans to export precursor chemicals to particular countries (regions), it shall file an application with the local
provincial commercial administrative department and submit the following materials in written form:

(1)

An Application Form for the Export of Precursor chemicals in duplicate;

(2)

The duplicate of the export contract (agreement);

(3)

The original of the certificate issued by the competent governmental department of the importing country (area) regarding the lawful
use of precursor chemicals or the document of guaranty regarding the lawful use by the importer;

(4)

The photocopy of the exporter’s business license; and

(5)

The photocopy of the record-keeping and registration form for foreign trade operators (the photocopy of the approval certificate affixed
with a conformity mark of joint annual inspection as submitted by a foreign-funded enterprise).

Article 8

The competent commerce department at the provincial level shall, within three days as of the date of receipt of an application, conduct
the preliminary examination and submit its preliminary examination opinions and relevant materials to the Ministry of Commerce for
examination and approval if the application is found to be eligible upon preliminary examination.

Article 9

The Ministry of Commerce shall finish the examination within five days as of the date of receipt of the preliminary examination opinions
from the provincial competent commerce department, and deliver its examination opinions and relevant materials to the Ministry of
Public Security for international inspection if the application is found to be eligible upon examination.

Article 10

The Ministry of Public Security shall send the materials for inspection to the competent governmental department of the importing
country (area) within three days after receiving the examination opinions and relevant materials from the Ministry of Commerce.

The Ministry of Public Security shall inform the Ministry of Commerce in writing within three days after receiving the notice of confirmation
from the competent governmental department of the importing country (area).

The Ministry of Commerce shall make a decision of approval or disapproval within five days after receiving the written notice from
the Ministry of Public Security.

Article 11

When applying for obtaining a license for export of precursor chemicals, an exporter shall make declaration faithfully and shall not
resort to fraud. It is strictly prohibited from obtaining the export license for precursor chemicals by fraud or any other improper
means.

The export license for precursor chemicals may not be forged, altered, bought or sold.

Article 12

The relevant administrative departments for the export of precursor chemicals shall establish a system for the purpose of information
intercommunication and electronic data network inspection.

Article 13

Where an entity or an individual violates the present Provisions, illegally exports precursor chemicals to particular countries (regions),
illegally exports precursor chemicals beyond the licensed scope, forges, alters, buys or sells the export license for precursor chemicals
or obtains the export license for precursor chemicals by fraud or any other improper means, it (he) shall be punished pursuant to
the Foreign Trade Law and the relevant laws and administrative regulations; and if a crime is constituted, it (he) shall be investigated
for criminal liabilities.

Article 14

Where any State functionary in charge of the export of precursor chemicals neglects his duties, practice favoritism, misuses his authorities,
demand properties from others by taking advantage of his job opportunity, or accepts other’s properties for seeking interests for
others, he shall be subject to criminal liabilities if a crime is constituted; or if no crime is constituted, he shall be subject
to administrative sanctions.

Article 15

The present Provisions shall apply to export of precursor chemicals from a bonded zone, export processing zone or any other Customs
surveillance area or bonded area into particular countries (regions).

No export license needs to be obtained for shipping precursor chemicals from a domestic place into a bonded zone, export processing
zone or any other Customs surveillance area or bonded area or passing precursor chemicals in and out between the aforesaid customs
surveillance areas and bonded areas.

Article 16

Where the export of precursor chemicals to particular countries (regions) is not covered by the present Provisions, the export shall
be in line with the relevant provisions in the Provisions on the Import-export Administration of Precursor Chemicals as formulated
by the former Ministry of Foreign Trade & Economic Cooperation (promulgated by Order No. 4 [1999] of the Ministry of Foreign Trade
& Economic Cooperation) and the Provisions on the Administration of Import-export International Inspection of Precursor chemicals
as jointly formulated by the former Ministry of Foreign Trade & Economic Cooperation and the Ministry of Public Security (promulgated
by Order No. 147 [2002] of the Ministry of Foreign Trade & Economic Cooperation).

Article 17

The present Provisions shall go into effect as of September 1, 2005.

Attachment I Catalogue for the Administration of the Export of Precursor chemicals to Particular Countries (Regions) (omitted)

Attachment II Catalogue of Particular Countries (Regions)

Attachment IICatalogue of Particular Countries (Regions)

Burma

Laos

the Ministry of Commerce, the Ministry of Public Security, the General Administration of Customs, the State Administration
of Work Safety, the State Food and Drug Administration
2005-08-01

DETAILED RULES FOR THE IMPLEMENTATION OF THE REGULATION ON THE ADMINISTRATION OF COMMERCIAL PERFORMANCE

the Ministry of Culture

Order of the Ministry of Culture of the People’s Republic of China

No. 34

The Detailed Rules for the Implementation of the Regulation on the Administration of Commercial Performance, adopted at the executive
meeting of the Ministry of Culture upon deliberation on August 25, 2005, are hereby promulgated and shall go into effect as of September
1, 2005.

Minister of the Ministry of Culture Sun Jiazheng

August 30, 2005

Detailed Rules for the Implementation of the Regulation on the Administration of Commercial Performance

Chapter I General Provisions

Article 1

The present Detailed Rules for the Implementation are formulated in accordance with the Regulation on the Administration of Commercial
Performance (hereinafter referred to as the Regulation).

Article 2

For the purpose of this Regulation, “performance” includes live artistic performance activities such as music, drama, dance, acrobatics,
magic, circus, quyi, puppet, shadow play, recitation, fork art and any other form.

Article 3

For the purpose of this Regulation, “commercial performances” refers to the performance activities as held for profit-making purpose
by the following ways:

(1)

Selling tickets or booking a whole theater;

(2)

Paying or remunerating the performance entities or individuals;

(3)

Using the performance as a medium for advertising publicity or sales promotion of products;

(4)

Being sponsored or donated; and

(5)

Organizing performance in any other profit-making form.

Article 4

The state shall protect the lawful rights and interests of all parties such as commercial performance entities, performers and audience,
and shall prohibit any unfair competition in commercial performance.

Chapter II Operational Subjects of Commercial Performance

Article 5

The term ” artistic performance group” refers to the business entity that satisfies the requirements as prescribed in paragraph 1
of Article 6 of the Regulation and undertakes various kinds of live artistic performance.

Article 6

The term “performance brokerage institutions” refers to the business entity that satisfies the requirements as prescribed in paragraph
2 of Article 6 of the Regulation and undertakes business operations of performances and performance brokerage as well.

Article 7

The term “business entity of performance place” refers to the business entity that satisfies the requirements as mentioned in Article
8 of the Regulation and provides professional performance place and relevant services for commercial performances activities.

Article 8

The term “self-employed performer” refers to a performer who satisfies the requirements as prescribed in Article 10 of the Regulation
and engages in performance and who has obtained the business license from the administrative department for industry and commerce
and has gone through the archival-filing formalities with the cultural administration.

The term “self-employed performance broker” refers to a broker who satisfies the requirements as prescribed in Article 10 of the
Regulation and engages in such activities as intermediary and agency for commercial performance and who has obtained the business
license from the administrative department of industry and commerce and has gone through the archival-filing formalities with the
cultural administration.

Article 9

Anyone who applies for establishing an artistic performance group shall submit the following documents to the cultural administration:

(1)

An application;

(2)

The Notice on the Advance Approval for the Name of an Artistic Performance Group, domicile thereof and the type of art as engaged
in;

(3)

The identity certification of the legal representative or the person-in-charge;

(4)

The certification of performers’ ability of art performance; and

(5)

The purchase of performance facilities and equipment, or the relevant fund certification.

The term “certification of performers’ ability of art performance” as mentioned in item (4) of the preceding paragraph may be any
of the following documents:

(1)

The graduation certification of the major of art performance as issued by an art school above the medium level (including art major
in a comprehensive college or university);

(2)

The certificate of professional post_title;

(3)

The written certification issued by an art academy;

(4)

The valid certificate or the documentary evidence issued by the performance association; or

(5)

Any other valid certificate.

Article 10

Anyone who applies for establishing a performance brokerage institution shall submit the following documents to the cultural administration:

(1)

An Application;

(2)

The Notice on the Advance Approval for the Name of a Performance Brokerage Institution and the domicile thereof;

(3)

The identity certificate of the legal representative or the person-in-charge;

(4)

The qualification certificate of performance brokers; and

(5)

The certificate as to funds.

The measures for the qualification accreditation of performance brokers as mentioned in item (4) of the preceding paragraph shall
be formulated by the national performance association.

Article 11

A business entity of performance place, self-employed performer or individual performance broker that has obtained its/his business
license according to law shall go through the archival-filing formalities with the local cultural administration at the county level,
which shall issue a certification of archival filing. The specimen of the certification of archival filing shall be designed by the
Ministry of Culture and shall be printed by the cultural administration at the provincial level according to the design requirements
of the Ministry of Culture.

Article 12

Anyone who applies for establishing a Chinese-foreign joint venture or Chinese-foreign contractual performance brokerage institution
shall submit the following documents as well as the documents as prescribed in Article 10 of the present Detailed Rules for the
Implementation:

(1)

The feasibility study report, contract and articles of association;

(2)

The credit certification and documents of registration of all parties to the joint venture or contractual performance brokerage institution;

(3)

The relevant documents on the asset appraisal which shall, in accordance with the provisions of the relevant laws and regulations,
be carried out for any state-owned asset in the form of investment or cooperative requirements as provided by the Chinese party to
the joint venture or contractual brokerage institution;

(4)

The name list of the candidates of the chairman, deputy chairman and directors of the board of directors, or of the director, deputy
director, members of the joint management committee, which is determined by all parties to the joint venture or contractual brokerage
institution through consultation, and the identity certification thereof; and

(5)

Other document as required to be submitted according to law.

The chairman of the board of directors or the director of the joint management committee of a joint venture or contractual brokerage
institution of performance shall be assumed by Chinese representatives, which shall constitute a majority number of the board of
directors or the joint management committee.

Article 13

Anyone who applies for establishing a Chinese-foreign joint venture or Chinese-foreign contractual business entity of performance
places shall submit the following documents:

(1)

An Application;

(2)

The Notice of the Advance Approval for the Name of a Business Entity of Performance Place and the domicile thereof;

(3)

A feasibility study report, contract and constitution;

(4)

The credit certification and registration documents of all parties to the joint venture or contractual performance brokerage institution;

(5)

(6)

The name list of the candidates of the chairman, deputy chairman and directors of the board of directors, or of the director, deputy
director and other members of the joint management committee, which is determined by all parties to the joint venture or contractual
brokerage institution through consultation, and the identity certification thereof;

(7)

The certification of the land use right or the leasing certification;

(8)

Other document as required to be submitted according to law.

The chairman of the board of directors or the director of the joint management committee of a joint venture or contractual business
entity of performance places shall be assumed by Chinese representative, which shall constitute a majority number of the board of
directors or the joint management committee.

Article 14

A performance brokerage institution of Hong Kong Special Administrative Region or Macao Special Administrative Region may, upon approval,
establish branches in the mainland, but its branches in the mainland may not enjoy the status of enterprise legal-person.

A branch as established in the mainland by a performance brokerage institution of Hong Kong Special Administrative Region or Macao
Special Administrative Region may engage in the intermediary or agent activities of commercial performance in accordance with the
law, but may not undertake any other business activities concerning performance. A performance brokerage institution of Hong Kong
Special Administrative Region or Macao Special Administrative Region shall bear the civil liabilities for the business operations
of its branches.

Any performance brokerage institution of Hong Kong Special Administrative Region or Macao Special Administrative Region that establishes
a branch in the mainland shall designate the person-in-charge of the said branch in the mainland and appropriate the relevant funds
to the branch for the relevant business operations.

Article 15

A performance brokerage institution of Hong Kong Special Administrative Region or Macao Special Administrative Region that applies
for the establishment of a branch in the mainland shall submit the following documents:

(1)

An application;

(2)

The name and domicile of the branch;

(3)

The certification of legal business of the performance brokerage institution in Hong Kong and Macao;

(4)

The articles of associations of the performance brokerage institution as well as its branch;

(5)

The appointment letter of the person-in-charge of the branch and the identity certification thereof;

(6)

The qualification certification of the practitioners in performance brokerage;

(7)

The fund certification of the performance brokerage institution and the certification on the amount and term of the fund as appropriated
to its branch for business operations; and

(8)

Other document as required to be submitted according to law.

The qualification accreditation of performance brokers as mentioned in item (6) of the preceding paragraph shall be implemented in
accordance with paragraph 2 of Article 10 of the present Detailed Rules for the Implementation.

Article 16

An investor of the Hong Kong Special Administrative Region or Macao Special Administrative Region who applies for the establishment
of a sole-capital business entity of performance place in the mainland shall submit the following documents:

(1)

An application;

(2)

The Notice on the Advance Approval of the Name of a Business Entity of Performance Place and the domicile thereof;

(3)

A feasibility study report and the articles of association;

(4)

The qualification and the identity certification of the investor and legal representative;

(5)

The source, amount and term of contributed capital and the certification thereof;

(6)

The certification of land use right or leasing certification; and

(7)

Other document as required to be submitted according to law.

Article 17

An investor of Hong Kong Special Administrative Region or Macao Special Administrative Region who applies for the establishment of
a joint-venture or contractual performance brokerage institution or business entity of performance place in the mainland shall handle
it by referring to paragraph 1 of Article 12 and paragraph 1 of Article 13 of the present Detailed Rules for the Implementation.

A Taiwan investor who applies for the establishment of a joint-venture or contractual performance brokerage institution or business
entity of performance places in the mainland shall handle it by referring to Articles 12 and 13 of the present Detailed Rules for
the Implementation.

Article 18

Anyone that has established a joint-venture, contractual or sole-capital business entity of performance or a branch under the provisions
of Articles 12 and 13 of the Regulation shall, after obtaining the commercial performance license as issued by the Ministry of Culture,
file an application with the Ministry of Commerce through the local administrative department of commerce at the provincial level
upon the strength of the said license, go through the relevant formalities, and shall register with the administrative department
of industry and commerce and obtain a business license.

Chapter III Performance Administration

Article 19

Anyone that files an application for holding commercial performance shall, 3 days before the performance, submit the application materials
to the cultural administration in charge of the examination and approval thereof.

Anyone that applies for holding a foreign-related commercial performance or a commercial performance relating to Hong Kong or Macao
shall, 20 days before the performance, submit the application materials to the cultural administration in charge of the examination
and approval thereof.

Article 20

Anyone who files an application for holding a commercial performance shall, upon the strength of the commercial performance license
or the business license thereof, submit the documents as prescribed by Article 17 of the Regulation to the cultural administration.

Anyone that files an application for a commercial performance using temporarily-built stage or stand shall submit the documents that
conform to the provisions of items (2) and (3) of Article 21 of the Regulation. For any performance as approved, the sponsor shall,
1 day before the performance submit the documents as prescribed in item (1) of Article 21 of the Regulation to the cultural administration
in charge of the examination and approval thereof. In the case of failure to conform to the prescribed requirements, the performance
may not be held.

An application for any commercial performance with the participation of minors shall conform to the provisions of the state.

Article 21

As for the application for sponsoring any foreign-related commercial performance or any commercial performance relating to Hong Kong
or Macao, the following documents shall be submitted as well:

(1)

A Plan of Fund Appropriation and the relevant fund certification thereof;

(2)

Photocopies of the valid identity certification of performers; and

(3)

A written statement of observing the provisions of the Regulation within the recent 2 years.

The term “fund certification” as mentioned in item (1) of the preceding paragraph refers to the deposit certification of the basic
deposit account of the current month that is issued by the opening bank of the applicant entity, or the certification that such financial
institutions as a bank approve a loan, or the certification of any other entity’s approval for loans, investment, guaranty and support
as well as the deposit certification of the basic deposit account of the current month as issued by the opening bank of the said
entity.

The cultural administration shall carry out the examination and approval of the foreign-related commercial performance or commercial
performance relating to Hong Kong or Macao and may, if necessary, organize experts to carry out demonstration according to law.

Article 22

Anyone who files an application for holding any foreign-related commercial performance in any non-singing-or-dancing entertainment
place shall file an application with the Ministry of Culture through the local cultural administration at the provincial level, which
shall issue the examination opinion and report it to the Ministry of Culture for examination and approval within 5 days.

For any across-province performance, the examination opinion of the relevant cultural administration at the provincial level where
the performance is held shall be provided.

In the case of any different provision of the state, it shall prevail.

Article 23

When applying for holding commercial performances, the business entity of commercial performance shall fulfill the following obligations:

(1)

Going through the formalities of application for the performance;

(2)

Arranging the performance program;

(3)

Determining the ticket price and taking charge of the settlement of the payment and expenditure of the performance;

(4)

Paying or withholding relevant taxes and fees according to law;

(5)

Accepting voluntarily the supervision and administration of the cultural administration in the place where the performance is held;
and

(6)

Fulfilling any other obligation as required by law.

Article 24

As for any foreign-related commercial performance or any commercial performance relating to Hong Kong or Macao, the sponsor shall
be responsible for going through the formalities for entry and exit of all the artistic performance groups and individuals from foreign
countries, or of those from Hong Kong, Macao and Taiwan. As for a tour performance, it shall be reliable for the communications and
program arrangements of the whole journey as well.

Article 25

The professional performers of an artistic performance group and the teachers and students of a professional art academy may participate
in the commercial performance as held by any artistic performance group, performance brokerage institution or business entity of
performance place, but may not unlawfully hold any commercial performance by themselves.

Article 26

Where a professional performer of an artistic performance group or a teacher or student of a professional art academy is invited to
participate in any commercial performance, or participates in any commercial performance that is not held by his/her entity, the
agreement of the entity where he/she works shall be secured and a contract shall be concluded thereon.

Article 27

Where a professional artistic performer from a foreign country or Hong Kong or Macao who is invited by a professional art academy
to engage in teaching and study requires to participate temporarily in any commercial performance, a performance brokerage institution
shall be entrusted as an agent to handle it, which shall, in accordance with the prescribed procedures, report it to the Ministry
of Culture or the cultural administration at the provincial level for examination and approval.

Article 28

No performer may cheat the audience in a commercial performance by such means as lip-synching or fraudulent performance.

The term “lip-synching or fraudulent performance” as mentioned in the preceding paragraph refers to the undue conduct that a performer
makes use of his song or music that has been recorded beforehand instead of giving his/ her live performance of the song or music
in a performance.

Article 29

In the event of holding any charity performance, the relevant formalities for examination and approval shall be gone through in accordance
with the Regulation and the present Detailed Rules for the Implementation.

Any performer or performance staff member that participates in a charity performance may not claim any remuneration from the performance.
The performance entity or self-employed performer shall, after the necessary costs and expenditures being deducted, donate the income
as generated from the performance to the public welfare undertakings and may not make any profit therefrom.

The income as generated from a charity performance includes the ticket income, the donated funds and materials, the income from advertisement
and any other income from the activities relating to the performance.

The necessary costs and expenditures include the expenses for food, accommodation and transportation and those as needed for the performance,
such as the stage lighting and acoustic equipment, costumes and props, stage art and performance place, and publicity, etc.

The performance entity or self-employed performers shall, within10 days after the conclusion of the charity performance, report the
settlement of revenues and expenditures of the performance to the examination and approval organ for archival filing.

Any other charity performance as held in the form as prescribed in Article 3 of the present Detailed Rules for the Implementation
shall be carried out by referring to the provisions of the present Article.

Article 30

An investment entity of commercial performance may enjoy the name-crowning right according to law and may enjoy the right of distributing
the income as generated from a performance in accordance with the stipulation of the contract.

Article 31

In a commercial performance, the relevant sponsor shall comply with the requirements of stage design and give priority to domestic
performance facilities.

Article 32

In case a business entity of singing and dancing entertainment place, stadium, hotel, restaurant, dining place or any other non-performance
place requests to hold any commercial performance in its place, it shall entrust a performance brokerage institution as an agent
to handle it and shall report it to the cultural administration in accordance with the prescribed procedures.

Article 33

The ticket of the commercial performance may not be sold till approval is obtained.

Article 34

The cultural administration shall, in accordance with the relevant provisions, grant subsidies and supports to the performances that
are up to national standards and embody national characteristics.

The relevant departments of the people’s government above the county level may, in accordance with the relevant provisions of the
Regulation and the financial management system, encourage and support the performance that reflects ethnic features and national
level.

Article 35

The cultural administrations at all levels shall publicize the matters concerning the examination and approval of commercial performance
to the society.

Article 36

The cultural administrations shall, in light of the requirements of the administration of performance, establish a system of reporting
performance information, a responsibility system of going on a tour of inspection on the performance market, the system of publicizing
the basic information on performance business entities so as to strengthen the administration and supervision of the performance
market.

Article 37

The performance association is a self-discipline organization constituted by performance entities and performance practitioners. The
members of the performance association shall, pursuant to the articles of associations of the performance association, enjoy the
rights and perform the obligations as stipulated in the articles of associations.

The cultural administrations at all levels shall strengthen the guidance for and supervision over the performance association.

Article 38

The performance association shall, according to the stipulations of the articles of associations, perform the following duties:

(1)

Guiding, supervising the business activities of its members and safeguarding their legitimate rights and interests;

(2)

Formulating the self-discipline standards and promoting self-discipline and fair competition;

(3)

Organizing its members to carry out business exchanges and training;

(4)

Mediating any dispute between its members over performance; and

(5)

Performing other duties as required.

Article 39

The national performance association shall organize and implement the qualification accreditation of performance brokers and shall
entrust other organization as accredited by the performance association or the cultural administration at the provincial level to
carry out trainings and the relevant work.

Chapter IV Administration of Commercial Performance License

Article 40

The commercial performance license of an artistic performance group or a performance brokerage institution shall include 1 original
and 2 duplicates. The original of the commercial performance license shall be hung at an eye-catching place of its main office.

The commercial performance license as designed by the Ministry of Culture, shall be printed and produced by the provincial cultural
administrations according to the requirements of the Ministry of Culture, and shall be filled in, printed and stamped with an official
seal by the license-issuing authority. The duplicates of the commercial performance license shall give a clear indication of the
name and contact method of the person-in-charge and the handlers of the license-issuing authority.

Article 41

An artistic performance group or a performance brokerage institution that has obtained the commercial performance license shall, within
90 days, put the duplicate of its business license as issued by the administrative department for industry and commerce with the
culture administration that has issued the commercial performance license on record.

Article 42

When the cultural administration revokes the commercial performance license of a commercial artistic performance group or performance
brokerage institution, it shall notify the administrative department for industry and commerce to alter the business scope or revoke
the business license.

No entity or individual may withhold or detain the commercial performance license of a commercial artistic performance group or performance
brokerage institution, except that the cultural administration suspend or revoke it in accordance with the law.

Article 43

The revocation or writing-off of the commercial performance license of a commercial artistic performance group shall be put on record
with the cultural administration at the provincial level. The revocation or writing-off of the commercial performance license of
a performance brokerage institution, it shall be put on record with the Ministry of Culture.

Article 44

The cultural administrations at all levels shall establish an archival system for registering the license issued to commercial artistic
performance groups and performance brokerage institutions, and a registration system of performance places, self-employed performers
and self-employed performance brokers.

Article 45

When giving an administrative punishment to an artistic performance group or a performance brokerage institution, the cultural administration
shall record the punishment decision on the duplicate of the commercial performance license and affix the seal of the organ that
has given the punishment and, at the same time, notify the license-issuing authority of the punishment decision.

Chapter V Penalty Provisions

Article 46

Anyone that violates the provisions of Article 20 of the present Detailed Rules for the Implementation by failing to submit, 1 day
before the date of the performance, the certification of passing the inspection and acceptance of performance places according to
law as prescribed in Article 21 of the Regulation to the cultural administration in charge of the examination and approval of performance
and directly holding any commercial performance by using any temporarily-built stage or stand, shall be punished by the cultural
administration at the county level in accordance with the provisions of Article 44 of the Regulation.

Article 47

Any entity that violates the provisions of Articles 23 and 24 of the present Detailed Rules for the Implementation by failing to perform
its obligations in the business activity of a performance and reselling or transferring the operational right of the performance,
shall be punished in accordance with the provisions of Article 45 of the Regulation.

Article 48

Any professional performer of an artistic-cultural performance group or any teacher or student of a professional art college or university
that violates the provisions of Article 25 of the present Detailed Rules for the Implementation by unlawfully holding any commercial
performance shall be punished by the cultural administration at the county level in accordance with the provisions of Article 43
of the Regulation.

Article 49

Any entity that violates the provisions of Article 26 of the present Detailed Rules for the Implementation by inviting any professional
performer of an artistic-cultural performance group or any teacher or student of a professional art college or university to participate
in any commercial performance without soliciting the consent of the relevant entity shall be given a warning by the cultural administration
at the county level, and shall be imposed a fine of not less than 10, 000 Yuan but not more than 30, 000 Yuan as well.

Article 50

Where a professional artistic performer from a foreign country or from Hong Kong or Macao that has been invited by a art academy to
engage in teaching or research violates the provisions of Article 27 of the present Detailed Rules for the Implementation by unlawfully
engaging in any commercial performance, the cultural administration at the county level shall give it a punishment in accordance
with the provisions of Article 43 of the Regulation.

Article 51

Anyone who cheats the audience by such means as fraudulent musical performance shall be punished in accordance with the provisions
of Article 47 of the Regulation.

Article 52

Where an entity that violates the provisions of Article 29 of the present Detailed Rules for the Implementation by failing to go
through the formalities for examination and approval according to the relevant regulations to unlawfully hold any charity performance
or any other public welfare performance without permission

NOTICE OF THE STATE COUNCIL ON IMPROVING THE BEARING MECHANISM OF CENTRAL AND LOCAL EXPORT TAX REFUND

Notice of the State Council on Improving the Bearing Mechanism of Central and Local Export Tax Refund

No.25 [2005] of the State Council

The people’s governments of all provinces, autonomous regions and municipalities directly under the state treasury, all ministries
and commissions of the State Council and the institutions directly under the State Council:

The reform of the export tax refund mechanism is a significant decision made by the Central Committee of the Communist Party of China
and the State Council to promote the system reform of foreign trade and maintain a sustainable and sound development of foreign trade
and economy. For more than one year, the reform of the export tax refund mechanism has been getting along smoothly on the whole,
under which the planning targets have been basically realized, export tax refunds that have been defaulted in payment accumulatively
for the past years have been paid off, an export tax refund bearing mechanism as jointly shared by the central and all the localities
has been set up, the positivity of enterprises for export has been mobilized, the structure of exported goods has been optimized
and the export of foreign trade has been rapidly increased . However, there are still some new situations and problems during the
operation of the new mechanism, which are mainly embodied in unbalanced local bearing, namely, the bearing in some regions is comparatively
heavy, some region even restricts the export of outsourced products and restricts the introduction of foreign-funded projects for
export and etc. Therefore, the State Council has, on the precondition of insisting on the principle that the export tax refund is
jointly borne by the central and all localities, decided to improve the present mechanism, which shall go into effect as of January
1, 2005. We hereby make the notice on the relevant issues as follows:

Adjusting the proportion of export tax refunds borne by the central and all localities. The base of export tax refunds of all localities
as examined and approved by the State Council remains the same, and the part that exceeds the base shall be jointly borne by the
central and the relevant localities in light of the proportion of 92.5:7.5.

Regulating the bearing measures for export tax refunds by localities. All provinces (regions, municipalities) shall, in light of
the actual situations, formulate the sharing measures for export tax refunds by themselves, but shall not disintegrate the bearing
of export tax refunds to any village or town or enterprise; measures that may obstruct the normal development of foreign trade, such
as restricting the export of outsourced products, is forbidden. . Problems such as unbalanced bearing of export tax refunds by any
subordinated city or county shall be resolved by the public finance at the provincial level in an overall manner.

Improving the methods of export tax refunds and the withdrawal from the state treasury. The export tax refunds shall be put in the
charge of the state treasury and uniformly returned from it, and the return of export tax refund base to regions by the state treasury
shall be cancelled. The part borne by localities may be turned over by special item at the end of each year.

The State Council of People’s Republic of China

August 1, 2005

State Council
2005-08-01

MEASURES FOR THE ADMINISTRATION OF TAX DEDUCTION OR EXEMPTION (FOR TRIAL IMPLEMENTATION)

the State Administration of Taxation

Notice of the State Administration of Taxation on Printing and Issuing the Measures for the Administration of Tax Deduction or Exemption
(for Trial Implementation)

Guo Shui Fa [2005] No. 129

The state and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and
Yangzhou Taxation Institute:

With a view to regulating and intensifying the administration of tax deduction or exemption, the State Administration of Taxation
has formulated the Measures for the Administration of Tax Deduction or Exemption (for Trial Implementation) and hereby prints and
distributes it to you for implementation.

Annex: Measures for the Administration of Tax Deduction or Exemption (for Trial Implementation)

State Administration of Taxation

August 3, 2005

Measures for the Administration of Tax Deduction or Exemption (for Trial Implementation)

Chapter I General Provisions

Article 1

With a view to regulating and intensifying the administration of tax deduction and exemption, the present Measures are formulated
in accordance with the Law of the People’s Republic of China on Tax Collection and Administration (hereinafter referred to as the
Law on Tax Collection and Administration) and the Detailed Rules for Implementation thereof and the provisions of the relevant laws,
regulations and rules on tax deduction or exemption.

Article 2

The term “tax deduction or exemption” as mentioned in the present Measures refers to the treatment of tax deduction or tax exemption
that is granted to a taxpayer under the laws and regulations on tax collection and the relevant provisions of the state on tax collection
(hereinafter referred to as the provisions of tax laws). The term “tax deduction” refers to the deduction of some amount of tax from
the tax payable; while “tax exemption” refers to the exemption of tax under a special tax category or item.

Article 3

The tax authorities at various levels shall, in accordance with the principles of legality, openness, impartiality, high-efficiency
and convenience, standardize the administration of tax deduction and exemption.

Article 4

The tax deduction or exemption are classified into the tax deduction or exemption by way of approval and the tax deduction or exemption
by way of archival filing. The term “tax deduction or exemption by way of approval” refers to the item of tax deduction or exemption
that shall be subject to the examination and approval of the tax authority. The term tax deduction or exemption by way of archival
filing” refers to the item of tax deduction or exemption for which the formalities of examination and approval have been eliminated
and which is not subject to the examination and approval of the tax authority.

Article 5

A taxpayer who enjoys the tax deduction or exemption by way of approval shall submit relevant materials and file an application for
approval. The tax deduction or exemption thereof is implemented upon the approval and verification of the tax authority that has
the power of examination and approval (hereinafter referred to as the competent tax authority), as is prescribed in the present Measures.
Where a taxpayer fails to file an application or fails to obtain the approval and verification of the competent tax authority, he
may not enjoy any tax deduction or exemption.

A taxpayer that requests for enjoying the tax deduction or exemption by way of archival filing shall file an application for archival
filing , the relevant tax deduction or exemption shall be implemented as of the date when the tax authority has handled the formalities
of registration and record keeping. A taxpayer that fails to go through the archival filing in accordance with the relevant provisions
may not enjoy any tax deduction or exemption.

Article 6

For a taxpayer that concurrently engages in activities under the item of tax deduction or exemption as well as item of non-tax-deduction
or exemption, the tax amount thereof shall be verified and calculated separately, that is, the tax-computation base for those activities
under the item of tax deduction or exemption as well as the amounts to be deducted or exempted shall be separately calculated. If
they cannot be verified and calculated separately, no tax exemption or reduction is allowed. If they cannot be verified and calculated
in a clear way, the tax authority shall verify and determine them in a reasonable way.

Article 7

A taxpayer may enjoy the treatment of tax deduction or exemption under the law. For anyone who fails to enjoy the said treatment,
which result in his overpayment of taxes, if there is no definite provision that the refund of the overpaid taxes shall be subject
to the examination and approval of the tax authority or there is no prescribed time limit for filing an application for such refund,
the taxpayer may, within the time limit as prescribed in Article 51 of the Law on Tax Collection and Administration, file an application
for refunding the overpaid taxes, but no interest calculated at the bank deposit rates for the corresponding period of time will
be available.

Article 8

The authority in charge of the examination and approval of tax deduction or exemption shall be provided for by laws, regulations and
rules on tax collection. Where the tax deduction or exemption is be subject to the examination and approval of the State Administration
of Taxation, it shall be reported to the State Administration of Taxation through the tax authority of the province, autonomous region,
municipality directly under the Central Government or the city under separate state planning. Where the tax deduction or exemption
is subject to the examination and approval of the tax authority at or below the provincial level, it shall be subject to the examination
and approval of the tax authority at the provincial level, which shall determine the power of examination and approval,, and as is
the general principle, it is subject to the examination and approval of the tax authority of the county (district) where the taxpayer
is located. For any item with a large sum of tax to be deducted or exempted or the condition is complicated, the tax authority of
the province, autonomous region, municipality directly under the Central Government or the city under separate state planning shall,
pursuant to the principles of efficiency and convenience, supervision and responsibility, define the power of examination and approval
in a proper manner.

The tax authorities at various levels shall carry out the examination and approval for tax deduction or exemption in accordance with
the prescribed power and procedures and are not allowed to carry out any examination and approval by exceeding their power or violating
the relevant provisions.

Chapter II Application, Report, Examination and Approval, and Implementation of Tax Deduction or Exemption

Article 9

A taxpayer who applies for tax deduction or exemption by way of approval shall, within the period as prescribed by policies for tax
deduction or exemption, file a written application with the administrative tax authority and report the following materials:

(1)

An application report for tax deduction or exemption, clearly indicating the reason, basis, scope, period, quantity, amount, and so
on;

(2)

The financial statements and a tax return;

(3)

The certification materials as issued by the relevant departments; and

(4)

Other material as required by the tax authority.

The materials reported by a taxpayer shall be authentic, accurate and complete. The tax authority may not require a taxpayer to submit
any technical material or any other material that is irrelevant to the tax deduction or exemption item it applies for.

Article 10

A taxpayer may apply to the administrative tax authority for tax deduction or exemption or may apply to the competent tax authority
directly.

For any application that is accepted by the administrative tax authority where the relevant taxpayer is located and shall be subject
to the examination and approval of the tax authority at a higher level, the administrative tax authority shall, within 10 workdays
as of acceptance of the application, directly report it to the tax authority at a higher level that has the power of examination
and approval.

Article 11

The tax authority shall handle the applications for tax deduction or exemption in light of the following circumstances:

(1)

If the tax deduction or exemption item as applied for is not subject to the examination of the tax authority before implementation,
the taxpayer shall be informed of the non-acceptance in a timely manner;

(2)

If the application material concerning tax deduction or exemption is not detailed enough or has any mistake, the taxpayer shall be
informed of it and allowed to correct it.

(3)

If the application material concerning tax deduction or exemption is incomplete or out of line with the statutory form, the taxpayer
shall be informed of all the content that needs to be supplemented and corrected in a one-off manner within 5 workdays; and

(4)

If the application material concerning tax deduction or exemption is complete and complies with the legal form, or the taxpayer has
submitted all the tax deduction or exemption materials as is required to be supplemented or corrected by the tax authority, the application
thereof shall be accepted.

Article 12

When the tax authority accepts or refuses to accept an application for tax deduction or exemption, it shall issue a written certification
affixed with the special seal thereof and indicated with the date as well.

Article 13

The examination and approval for tax deduction or exemption is an examination on the situation whether the materials provided by the
relevant taxpayer is pertinent to the statutory requirements of tax deduction or exemption. It does not change the responsibility
of a taxpayer to file tax returns in a faithful manner.

Where it is necessary for the tax authority to carry out an on-the-spot verification of the contents of the application materials,
it shall assign 2 or more working staff to conduct the on-the-spot verification according to the prescribed procedures and put the
verification on record. Where it is both heavy and time-consuming for a superior tax authority to carry out on-the-spot verification
regarding tax deduction or exemption, it may entrust the tax authority at the county level where the enterprise is located to conduct
the verification.

Article 14

Where the period for tax deduction or exemption exceeds 1 tax year, the examination and approval shall be carried out in a one-off
way.

Where the condition for a taxpayer to enjoy the tax deduction or exemption changes, it shall be reported to the tax authority within
15 workdays as of the change, and the tax deduction or exemption shall be terminated after the examination of the tax authority.

Article 15

The tax authority that has the power to examine and approve an application of a taxpayer for tax deduction or exemption shall complete
the examination and approval within the time limit provided for as follows in a timely manner and make a decision thereon:

The tax authority at the county or district level in charge of the examination and approval of tax deduction or exemption shall, within
20 workdays, make a decision on the examination and approval. The tax authority at the prefectural or municipal level in charge of
the examination and approval of tax deduction or exemption shall, within 30 workdays, make a decision on the examination and approval.
The tax authority at the provincial level in charge of the examination and approval of tax deduction or exemption shall, within 60
workdays, make a decision on the examination and approval. In case an authority fails to make the relevant decision within the prescribed
time limit may, upon the approval of the principal of the tax authority at the same level, the period for examination and approval
may be extended for another 10 workdays and the taxpayer concerned shall be informed of the reason for the extension.

Article 16

Where an application for tax deduction or exemption satisfies the statutory requirements and standards, the competent tax authority
shall, within the prescribed time limit, make a written decision on granting the approval. In the case of disapproval for the tax
deduction or exemption, an explanation shall be given and the taxpayer concerned shall be informed of the right to apply for administrative
reconsideration or file an administrative lawsuit according to law.

Article 17

Where the tax authority makes a decision on examination and approval of tax deduction or exemption, it shall, within 10 workdays as
of the day when the decision is made, serve the taxpayer with the written decision of examination and approval of tax deduction and
exemption.

Article 18

Prior to the service of the reply for tax deduction or exemption, the relevant taxpayer shall file tax returns and pay taxes in accordance
with the relevant provisions.

Article 19

Prior to the implementation of the tax deduction or exemption by way of archival filing, a taxpayer shall file the following materials
with the administrative tax authority for record:

(1)

The implementation of the policies for tax deduction or exemption; and

(2)

Relevant materials as required by the administrative tax authority.

The administrative tax authority shall, within 7 workdays as of the date of filing of the taxpayers application, complete the work
of registration and archival filing and inform the taxpayer to implement.

Chapter III Administration and Supervision of Tax Deduction and Exemption

Article 20

The tax deduction or exemption enjoyed by a taxpayer shall be incorporated into the normal tax return to apply for the tax deduction
or exemption.

Upon the expiration of the period for tax deduction or exemption, a taxpayer shall file relevant tax returns and pay taxes.

The tax authority and tax administrators shall strengthen the administration of and supervision over tax deduction and exemption.

Article 21

The tax authority shall combine the inspection of tax return, law enforcement and other specific inspections with the through investigation
and rectification on the of tax deduction or exemption items on a periodical basis every year to intensify its supervision and examination.
The major contents shall include:

(1)

Whether or not a taxpayer satisfies the qualifications for tax deduction or exemption; whether or not the taxpayer cheats for tax
deduction or exemption by means of concealing the relevant information or providing any false material;

(2)

If the condition for a taxpayer to enjoy tax deduction or exemption changes, whether or not he has gone through the formalities for
tax deduction or exemption in light of the change after the tax authority has made a second examination;

(3)

If the amount of tax deduction or exemption is granted for a special purpose, whether or not the taxpayer has used the tax deduction
or exemption for the prescribed purpose; where a time period is prescribed for tax deduction or exemption, whether or not the taxpayer
have resumed the tax payment since the expiration;

(4)

Whether or not a taxpayer unlawfully has enjoyed any tax deduction or exemption without the examination and approval of the tax authority;
or

(5)

Whether or not any tax deduction or exemption that a taxpayer has enjoyed fails to be reported.

Article 22

A responsibility system of “he who carries out the examination and approval shall take the responsibility” shall be adopted for the
examination and approval of tax deduction or exemption. The tax authorities at various levels shall incorporate the examination and
approval of tax deduction or exemption into the post responsibility assessment system and establish a system of investigating into
the responsibility of administrative law enforcement of tax collection.

(1)

Establishing and improving the system of examination and approval, track-down and feedback. The tax authorities at various levels
shall carry out the track-down and feedback on the examination and approval work on a periodical basis and duly improve the working
mechanism of examination and approval.

(2)

Establishing an appraisal and examination system for examination and approval files. The examination and approval authority at various
levels shall establish all categories of files for examination and approval and keep them in a proper manner. The superior tax authority
shall assess and examine the archived materials on a periodical basis.

(3)

Establishing a hierarchical supervision system. The superior tax authority shall establish a frequent supervision system so as to
strengthen the supervision of the examination and approval work of the tax authority at lower levels, including whether or not the
tax deduction or exemption has been examined and approved according to the capacity, requirements and the time limit as prescribed
in the present Measures.

Article 23

The tax authority shall, according to the time and procedures as prescribed in the present Measures and pursuant to the principles
of fairness, transparency, honesty, high efficiency and convenience, accept the application that is filed by a taxpayer for tax deduction
or exemption and carry out the relevant examination and approval in a timely manner. Where the tax authority fails to accept or carry
out the relevant examination and approval in a timely manner without any objective causes, or a mistake is resulted in the examination
and approval and verification it carries out due to its failure to comply with the prescribed procedures, it shall be subject to
relevant liabilities in accordance with the relevant provisions of the Law on Tax Collection and Administration and the tax law enforcement
responsibility system.

Article 24

Where the business situation of a taxpayer does not meet the requirements of tax deduction or exemption, or a taxpayer obtains the
treatment of tax deduction or exemption by fraudulent means, or where there is a change in the condition for enjoying the tax deduction
or exemption and the taxpayer concerned fails to report it to the tax authority, or a taxpayer deducts or exempts his taxes without
applying for approval in accordance with the procedures as prescribed by the present Measures, the tax authority shall deal with
it in accordance with the relevant provisions of the Law on Tax Collection and Administration.

In case an enterprise fails to pay taxes or fails to underpay tax as a result of a mistake as incurred by the tax authority in the
process of examination and approval or verification, it shall be dealt with in accordance with Article 52 of the Law on Tax Collection
and Administration.

Any tax authority that exceeds its power to approve any tax deduction or exemption shall be dealt with in accordance with the provisions
of Article 84 of the Law on Tax Collection and Administration.

Article 25

The tax authority shall, in accordance with the principle of substance over form”, carry out a post supervision and examination
over the business situation of enterprises. In the process of examination, where finding any mistake in an appraisal as committed
by the relevant department of professional or economic appraisal, it shall coordinate and communicate with the relevant departments
for correction, disqualify the relevant taxpayer for preferential treatments in a timely manner, and urge to take legal actions against
the relevant persons responsible. In case a relevant department unlawfully provides certification documents to a taxpayer resulting
in the non-payment or underpayment of tax payable, it shall be dealt with in accordance with the provisions of Article 93 of the
Detailed Rules for Implementing the Law of the People’s Republic of China on Tax Collection and Administration.

Chapter IV Archival Filing of Tax Deduction or Exemption

Article 26

The administrative tax authority shall establish a management account of tax deduction or exemption for taxpayers, which registers
the approval time, item, maximum years, amount of tax deduction or exemption in details and establish a dynamic administration and
supervision mechanism of tax deduction or exemption.

Article 27

For the annual tax deduction or exemption of a newly-established enterprise that has suffered a serious natural disasters such as
hurricane, fire, flood or earthquake, etc., or that is located in former revolutionary base areas, areas inhabited by minority ethnic
groups, remote or border areas, or poverty-stricken areas or in the western regions, whose deducted or exempted share of tax belonging
to the central revenue reaches 1 million Yuan or more, it is no longer subject to the examination and approval of the State Administration
of Taxation; instead, the authority of examination and approval shall be specified by the tax authority at the provincial level.
The tax authority in charge of examination and approval shall report the information on tax deduction and exemption by taxpayer (including
the item, base and amount of tax deduction or exemption) to the tax authority at the provincial level for archival filing on the
basis of households.

Article 28

The tax authorities of all provinces, autonomous regions, municipalities directly under the Central Government and the cities under
separate state planning shall, prior to the end of June each year, report in writing the information on tax deduction and exemption
and submit a summary report of the previous year to the State Administration of Taxation. The fulfillment of tax deduction or exemption
items that are subject to the examination and approval of the State Administration of Taxation shall be reported in writing by the
tax authorities at the provincial level.

The summary report on tax deduction or exemption shall include the following contents: the basic information and analysis of tax deduction
or exemption; the implementation of the policies for tax deduction or exemption as well as the existing problems; the experiences
in the administration of tax deduction and exemption, and relevant suggestions.

Article 29

The measures for the accounting and statistics of tax deduction or exemption shall be separately formulated and distributed.

Chapter V Supplementary Provisions

Article 30

The present Measures shall go into effect as of October 1, 2005. In case of any discrepancy between previous provisions and the present
Measures, the present Measures shall prevail.

Article 31

The state and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and
the cities under separate state planning may formulate specific implementation plans in accordance with the present Measures.

Annex:Examination and Approval Requirements of the Deduction or Exemption of Enterprise Income Tax

Preferential Policies for the Income Tax of Software Development Enterprises or Integrated Circuit Design Enterprises:

A software development enterprise shall concurrently satisfy the following requirements:

(1)

Having obtained the Ascertainment Certificate of Software Enterprises as issued by the administrative department of information industry
at the provincial level;

(2)

Undertaking the development and production of computer software, system integration, application services and other corresponding
technical services as main business, with the exception of those enterprises that only engage in software trade who may not enjoy
the preferential tax policy;

(3)

Having more than one software product that are developed by the enterprise or whose intellectual property right is owned by the enterprise,
or providing such services as the system integration of computer information that has passed the qualification grade accreditation;

(4)

Having the technical equipment and business place that are necessary for software development and relevant technical services.

(5)

The technical personnel that engage in the development of software products and technical services occupying no less than 50 % of
the total number of its employees.

(6)

The funds for the research and development of software techniques and products constituting more than 8% of its income as generated
from software. and

(7)

The annual sales income from software constituting more than 35% of its total annual income. In particular, the sales income from
self-produced software accounts for more than 50 % of its total sales income from software.

An integrated circuit design enterprise shall concurrently satisfy the following requirements:

(1)

Having acquired the relevant certificates and certification documents as issued by an accreditation institution under the entrustment
of the Ministry of Information Industry;

(2)

Undertaking the integrated circuit design as its main business;

(3)

Having the basic conditions, such as the business place, software and hardware facilities and personnel and so on, that comply with
the design and development of integrated circuits, having standardized management on working procedures and integrated circuit design
and having the means and capability to guarantee the quality of its design products; and

(4)

The income from self-designed integrated circuit products and the income from entrusted designing products taking up more than 30%
of its total annual income.

The key software enterprise under the state planning shall be the enterprise that is included in the list of key software enterprises
, which are jointly determined by the National Reform and Development Commission, the Ministry of Commerce, the Ministry of Information
Industry, and the State Administration of Taxation, and shall have obtained the Certificate of Key Software Enterprises under the
state planning as accredited by the China Software Industry Association.

The term “newly established software enterprise or integrated circuit enterprise” refers to an enterprise that is newly established
after July 1, 2000. The term “profit-making year” refers to the first tax year, in which an enterprise is profitable since the start
of production and business operations. Where an enterprise runs at a loss at the initial stage of its establishment, it may carry
forward the losses to subsequent years in accordance with the provisions of tax law and the year when all the losses have been made
up (the enterprise may exceed the prescribed makeup year) and there are still taxable incomes shall be deemed as the first profit-making
year. The period for the income tax deduction or exemption shall be calculated as of the profit-making year in a consecutive manner
and may not be extended due to any loss that occurs in the course.

II.

Preferential Policies for the Income Tax of Enterprises that Employ Laid-off Workers

Scope of Laid-off Workers

Specifically including:

1. laid-off workers of state-owned enterprises;

2. unemployed workers of state-owned enterprises;

3. workers for whom other positions shall be found for due to bankruptcy of a state-owned enterprise;

4. other unemployed persons in the urban or suburban areas that receive the minimum living allowance and have been out of work for
1 year or more.

A laid-off worker an enterprise employs shall hold the Preferential Re-employment Certificate as issued by the administrative department
of labor and securities.

Specific Requirements for Commercial Enterprises

(1)

The term “commercial enterprise” refers to an enterprise that is involved in the retail industry (excluding the retail of tobacco
products), or in the accommodation and catering industry (excluding tourist hotel). The term “commercial retail enterprise” refers
to an retail enterprise that has its business place and counters for the sale of products and that doesn’t produce any product by
itself and directly supplies product to ultimate consumers, including department stores, supermarkets and retail stores engaging
in the sale of various commodities, etc.

(2)

A newly established commercial enterprise shall have obtained a Certification of Reemployment of Laid-off Workers By A Newly-established
Commercial Enterprise as approved and issued by the administrative department of labor and social security. An established commercial
enterprise shall have obtained the Certification of Reemployment of Laid-off Workers By An Established Commercial Enterprise as approved
and issued by the administrative department of labor and social security.

(3)

The number of laid-off personnel as employed in the current year shall comply with the required proportion.

(4)

The enterprise shall establish a stable labor relationship with laid-off workers by concluding labor contracts or agreements for a
term of 1 year or more and purchase endowment insurance for the resettled laid-off workers.

Specific Requirements for Service Enterprises

(1)

The term “service enterprise” refers to an enterprise that engages in the business operations as prescribed in the tax items of “service
industry” under business tax and excludes such service enterprises that engage in advertising, sauna bath, massage, Internet bar,
or oxygen bar.

(2)

A newly established service enterprise shall have obtained a Certification of Reemployment of Laid-off Personnel By A Newly-established
Service Enterprise as approved and issued by the administrative department of labor and social security. An established service enterprise
shall have obtained the Certification of Reemployment of Laid-off Personnel By An Established Service Enterprise as approved and
issued by the department of labor and social security.

(3)

For other requirements, it shall be implemented by applying mutatis mutandis the requirements for commercial enterprises .

An Economic Entity which is Established by a Medium and Large-sized State-owned Enterprise through Segmentation of the Primary Business
from the Sideline Ones and Restructuring of the Sideline Ones and Resettlement of Redundant Personnel

(1)

An economic entity shall satisfy the following requirements:

(a) Using non-core assets and idle assets of the former enterprise as well as the efficient assets of a policy-related bankrupt enterprise
(hereinafter referred to as the “three-type assets”);

(b) Conducting independent accounting, having defined property rights clearly and realizing the pluralistic ownership of property
rights;

(d) Making amendment to labor contracts or concluding new labor contracts with the resettled personnel.

In particular, the department of public finance or the administrative department of stat-owned assets as authorized by the department
of public finance

REPLY OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE TERM FOR RECOVERING OVERDUE TAXES

the State Administration of Taxation

Reply of the State Administration of Taxation on Relevant Issues concerning the Term for Recovering Overdue Taxes

Guo Shui Han [2005] No.813

Taxation Administration of Hubei Province,

Your Request for Instructions on Specifying the Term for Recovering Overdue Taxes (E Guo Shui Fa [2005] No.82) has been received.
We hereby give a reply as follows upon deliberation:

In accordance with the Law of the People’s Republic of China concerning the Administration of Tax Collection (hereinafter referred
to as the Tax Collection Administration Law) and the provisions of other tax collection laws and regulations, any taxpayer has the
duty to pay taxes according to law. Where a taxpayer owes taxes, the tax authority shall recover the overdue taxes according to law
till they are collected and turned into the national treasury, and no entity or individual may be exempted from payment of overdue
taxes. There is no time limit for the tax authority to recover the overdue taxes.

The provision on the term for recovering overdue taxes as prescribed in Article 52 of the Tax Collection Administration Law shall
mean that any tax that remains outstanding or underpaid due to the reasons of the tax authority or any taxpayer but fails to be discovered
within a certain period, will not be recovered if the time limit expires. If the taxpayer has declared or the tax authority has made
investigation into the overdue taxes, the tax authority will not be restricted by the provision of this Article on the term for recovering
overdue taxes, and shall recover the overdue taxes according to law without a time limit.

The State Administration of Taxation

August 16, 2005

the State Administration of Taxation
2005-08-16

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON THE CENTRALIZED MANAGEMENT OF TURNOVER POSITIONS OF FOREIGN EXCHANGE SETTLEMENT AND SALES OPERATIONS BY FOREIGN-FUNDED BANKS WITHIN THE TERRITORY OF CHINA

State Administration of Foreign Exchange

Notice of the State Administration of Foreign Exchange on the Centralized Management of Turnover Positions of Foreign Exchange Settlement
and Sales Operations by Foreign-funded Banks within the Territory of China

Hui Fa [2005] No. 50

The branches and administrative departments of foreign exchange of the State Administration of Foreign Exchange in all provinces,
autonomous regions and municipalities directly under the Central Government and the municipal branches of the State Administration
of Foreign Exchange in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo:

In order to further regulate the management of turnover positions of foreign exchange settlement and sales operations by foreign-funded
banks within the territory of China, and in accordance with the relevant provisions such as the Interim Measures for the Administration
of Foreign Exchange Settlement and Sales Operations by Designated Foreign Exchange Banks (Order No. 4 [2004] of the People’s Bank
of China), we hereby notify the relevant issues as follows:

For a foreign-funded bank within the territory of China, including a solely-capital bank, a joint-equity bank and the branch of a
foreign bank, the parent bank of a foreign-funded bank or head office of foreign bank or the regional administrative headquarters
thereof may authorize a branch within the territory of China (hereinafter referred to as the authorized branch) to implement a centralized
balance of transactions and uniform management on turnover positions of foreign exchange settlement and sales over all the branches
and sub-branches within the territory of China.

An authorized branch shall, when filing an application for the centralized management mode of business positions of foreign exchange
settlement and sales operations, submit the following materials:

(1)

The authority letter as granted by the parent bank thereof to approve the centralized management mode of business positions of foreign
exchange settlement and sales operations;

(2)

The approval document of the China Banking Regulatory Commission for the resident office of the foreign-funded financial institution
within the territory of China;

(3)

The explanation of the foreign-funded bank on the internal management system, accounting measures and technical support for the
centralized management of business positions of foreign exchange settlement and sales operations;

(4)

The seat certification of the authorized branch in China Foreign Exchange Trade Center; and

(5)

The certifications that the foreign exchange settlement and sales operations of all the branches and sub-branches of this foreign-funded
bank comply with the relevant regulations, which have been affixed with seals of the relevant local foreign exchange bureaus (including
such aspects as the management of positions of foreign exchange settlement and sales operations and the report of relevant statistical
data and etc.)

The branch or the administrative department of foreign exchange of the State Administration of Foreign Exchange shall, within 20 workdays
as of receiving an application of the authorized branch of a foreign-funded bank for the centralized management mode of positions
of foreign exchange settlement and sales operations, carry out an examination thereon and shall report it to the State Administration
of Foreign Exchange for the qualification archival filing.

An authorized branch shall submit the following materials when applying for the total turnover position of foreign exchange settlement
and sales operations:

(1)

An Application Form for the Total Turnover Position of Foreign Exchange Settlement and Sales Operations (see attachment);

(2)

The number of branches and sub-branches of this foreign bank in the inland of China; the working capital in RMB and foreign currencies
of all branches; the written certification document issued by the relevant foreign exchange bureau where a branch thereof is located
that the specific branch has obtained the qualification of foreign exchange settlement and sales operations; and

(3)

The data of foreign exchange settlement and sales operations of all branches and sub-branches of this foreign-funded bank for each
day in the first 6 months, including the daily average margin, a single maximum mount of foreign exchange settlement or sale, daily
maximum amount of foreign exchange settlement or sale, etc. (the aforesaid data of a branch or sub-branch in a different place shall
be affixed with the seal of the local branch or sub-branch of the State Administration of Foreign Exchange for confirmation).

The branch or the administrative department of foreign exchange of the State Administration of Foreign Exchange shall, within 20 workdays
as of receiving an application of an authorized branch for the total turnover position of foreign exchange settlement and sales operations,
verify the total turnover position of foreign exchange settlement and sales operations of the relevant foreign-funded bank. The total
turnover position of foreign exchange settlement and sales operations by an authorized branch with the qualification of non-US dollar
market maker shall be reported to the State Administration of Foreign Exchange for verification. by the branch or the administrative
department of foreign exchange of the State Administration of Foreign Exchange where the authorized branch is located

The measures for verifying the total turnover position of foreign exchange settlement and sales operations shall be implemented according
to the Detailed Rules for Implementing the Foreign Exchange Settlement, Sale and Payment Operations of Foreign-funded Banks (No.
202 [1996] of the People’s Bank of China). To be specific, a foreign-funded bank as authorized to open a special RMB account for
foreign exchange settlement and sale upon approval may sell less than 20% of the registered capital or working capital in foreign
exchange within the territory of China in the inter-bank foreign exchange trade market and purchase RMB currency into the special
RMB account for foreign exchange settlement and sale as turnover capital.

For a foreign-funded bank that implements the centralized management mode of positions of foreign exchange settlement and sales operations,
the original positions of all the branches and sub-branches thereof within the territory of China shall be incorporated into the
management of the total turnover position of foreign exchange settlement and sales operations of the authorized branch. The authorized
branch shall distribute the total turnover position of foreign exchange settlement and sales operations as acquired among all branches
and sub-branches within the jurisdiction thereof and report the specific distribution and adjustment to the foreign exchange bureau
where the corresponding branch or sub-branch is located in a timely manner.

An authorized branch shall, within the authorized scope, carry out the management of the daily position of foreign exchange settlement
and sales operations of other branches and sub-branches of this foreign-funded bank. Where the position of foreign exchange settlement
and sales operation of any other branch or sub-branch goes beyond the authorized scope, the authorized branch shall supervise and
urge the said branch or sub-branch to report it to the foreign exchange bureau where it is located for archival filing.

The branch or the administrative department of foreign exchange of the State Administration of Foreign Exchange where an authorized
branch is located shall carry out daily verification to the total turnover position of foreign exchange settlement and sales operations
according to the electronic information of foreign exchange settlement and sales operations (including the transactions on behalf
of others or for oneself through the internal system or the China Foreign Exchange Trade Center in the previous workday) as reported
by banks in the previous day. All branches and administrative departments of foreign exchange of the State Administration of Foreign
Exchange shall, according to the relevant provisions of the Interim Measures for the Administration of Foreign Exchange Settlement
and Sales Operations by Designated Foreign Exchange Banks (No. 4 [2002] of the People’s Bank of China), carry out the management
on the total position of foreign exchange settlement and sales operations of the authorized branches of foreign-funded banks within
the jurisdiction thereof.

10.

The branch or the administrative department of foreign exchange of the State Administration of Foreign Exchange where an authorized
branch is located shall take charge of the administration of the daily total position as reported by the bank and give treatment
to any overstepping of authorization in a timely manner according to the relevant provisions. The branch or the administrative department
of foreign exchange shall, when verifying the total turnover position of foreign exchange settlement and sales operations, pay a
visit to the business site of the relevant authorized branch so as to inspect and check and accept the support circumstance of technical
system for the centralized management mode of business positions of foreign exchange settlement and sales operations on the spot.

11.

For any foreign-funded bank that hasn’t implemented the centralized management mode of positions of foreign exchange settlement and
sales operations, the turnover positions of foreign exchange settlement and sales operations thereof shall be managed and verified
according to the provisions in force.

12.

The present Notice shall come into force as of August 1, 2005.

All the branches and administrative departments of foreign exchange of the State Administration of Foreign Exchange shall, after receiving
the present Notice, forward it to sub-branches and foreign-funded banks of all centers within the jurisdiction. When encountering
any problem during implementation, if any, the relevant organ or bank shall contact the State Administration of Foreign Exchange
in a timely manner

Contact telephone numbers: 010-68402304 and 010-68402099.

Attachment: Application Form for the Total Turnover Position of Foreign Exchange Settlement and Sales Operations of Bank (omitted)

State Administration of Foreign Exchange

July 12,2005

State Administration of Foreign Exchange
2005-07-12

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE COMING INTO FORCE AND IMPLEMENTATION OF THE AGREEMENT BETWEEN THE GOVERNMENT OF CHINA AND THE GOVERNMENT OF ALBANIA ON AVOIDANCE OF DOUBLE TAXATION

the State Administration of Taxation

Circular of the State Administration of Taxation on the Coming into Force and Implementation of the Agreement between the Government
of China and the Government of Albania on Avoidance of Double Taxation

Guo Shui Han [2005] No.131

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

The Chinese government and the government of the Republic of Albania concluded the agreement on avoidance of double taxation and tax
evasion on incomes and properties in Beijing on September 13, 2004. The Agreement has been confirmed by both governments by exchanging
notes through their respective foreign affair departments on March 1st, 2005 and June 28, 2005 respectively, and now has completed
the necessary legal procedures for becoming effective. According to the stipulations of Article 29 of the Agreement, the Agreement
shall come into force on July 28, 2005, and shall be implemented as of January 1st, 2006. The State Administration of Taxation has
distributed the Agreement text to you in “Guo Shui Han [2004] No.1102” on September 28, 2004. Please comply with and carry out it
earnestly.

The State Administration of Taxation

August 19, 2005

the State Administration of Taxation
2005-08-19

REPLY OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE RELEVANT TAXATION ISSUES IN THE GUIDING CATALOGUE OF INDUSTRIES FOR FOREIGN INVESTMENT

State Administration of Taxation

Reply of the State Administration of Taxation Concerning the Relevant Taxation Issues in the Guiding Catalogue of Industries for
Foreign Investment

Guo Shui Han [2005] No. 739

The State Taxation Bureau of Guangxi Zhuang Autonomous Region:

The Request for Instructions on Clarifying the Relevant Taxation Issues in the Guiding Catalogue of Industries for Foreign Investment
(Gui Guo Shui Fa [2005] No. 162 ) has been received, we hereby make the follow reply:

In July of 2004, the National Development and Reform Commission and the Ministry of Commerce jointly promulgated Decree No. 13, a
new Catalogue of Preponderant Industries for Foreign Investment in Central-western Regions (hereinafter refers to as the Catalogue
of Preponderant Industries), which were implemented as of the day of September 1, 2004. The old Catalogue of Preponderant Industries
for Foreign Investment in Central-western Regions promulgated by the original Economic and Trade Committee, the original State Planning
Committee and the original Ministry of Foreign Trade and Economic Cooperation in 2000 shall be annulled therefrom. For the problem
of linking up implementation between the new and old Catalogue of Preponderant Industries involving the exploration of central-western
regions and any other tax preference policies, it shall be implemented in the light of the principles of “the new Catalog applies
to new enterprises and the old Catalogue applies to old enterprises” as prescribed in the Notice of the State Administration of Taxation
on Implementing the Relevant Taxation Issues in the New Guiding Catalogue of Industries for Foreign Investment ( Guo Shui Fa [2002]
No. 63 [2002]) and the specific measures uniformly. The foreign investment projects as approved before September 1, 2004 that exclude
the range of the old Catalogue of Preponderant Industries but falls into the range of the new Catalogue of Preponderant Industries
shall be implemented in accordance with the principles of the original provisions and may not enjoy the relevant tax preference policies
in the light of the New Catalogue ..

State Administration of Taxation

July 23, 2005

State Administration of Taxation
2005-07-23

123...25 Page 2 of 25

Probate

CIRCULAR OF MOF, SAT, AND PBC ON THE ISSUES CONCERNING THE RELEVANT BUDGET MANAGEMENT AFTER THE ADJUSTMENT OF EXPORT...

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON SCOPE OF APPLICATION OF THE ENTERPRISE INCOME TAX PREFERENTIAL POLICIES FOR...

OFFICIAL REPLY OF THE PEOPLE’S BANK OF CHINA CONCERNING THE ISSUANCE OF FINANCIAL BONDS BY SHANGHAI PUDONG DEVELOPMENT BANK

MEASURES FOR THE ADMINISTRATION OF THE CIRCULATION OF SECOND-HAND AUTOMOBILES

INTERIM PROVISIONS ON ADMINISTRATION OF THE EXPORT OF PRECURSOR CHEMICALS TO PARTICULAR COUNTRIES (REGIONS)

DETAILED RULES FOR THE IMPLEMENTATION OF THE REGULATION ON THE ADMINISTRATION OF COMMERCIAL PERFORMANCE

NOTICE OF THE STATE COUNCIL ON IMPROVING THE BEARING MECHANISM OF CENTRAL AND LOCAL EXPORT TAX REFUND

MEASURES FOR THE ADMINISTRATION OF TAX DEDUCTION OR EXEMPTION (FOR TRIAL IMPLEMENTATION)

REPLY OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE TERM FOR RECOVERING OVERDUE TAXES

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON THE CENTRALIZED MANAGEMENT OF TURNOVER POSITIONS OF FOREIGN EXCHANGE SETTLEMENT AND SALES OPERATIONS BY FOREIGN-FUNDED BANKS WITHIN THE TERRITORY OF CHINA

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE COMING INTO FORCE AND IMPLEMENTATION OF THE AGREEMENT BETWEEN THE GOVERNMENT OF CHINA AND THE GOVERNMENT OF ALBANIA ON AVOIDANCE OF DOUBLE TAXATION

REPLY OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE RELEVANT TAXATION ISSUES IN THE GUIDING CATALOGUE OF INDUSTRIES FOR FOREIGN INVESTMENT

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