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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 taxpayer￿￿s 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

I.

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

1.

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.

2.

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.

3.

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.

4.

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

1.

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.

2.

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.

3.

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 .

4.

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;

(c) Employing more than 30% of redundant workers of the former enterprise; and

(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:

1.

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.

2.

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.)

3.

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.

4.

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).

5.

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

6.

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.

7.

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.

8.

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.

9.

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

 







CIRCULAR OF MOF, SAT, AND PBC ON THE ISSUES CONCERNING THE RELEVANT BUDGET MANAGEMENT AFTER THE ADJUSTMENT OF EXPORT TAX REFUND BEARING MECHANISM

the Ministry of Finance, the State Administration of Taxation, the People’s Bank of China

Circular of MOF, SAT, and PBC on the Issues concerning the Relevant Budget Management after the Adjustment of Export Tax Refund Bearing
Mechanism

Cai Yu [2005] No.438

The finance offices or bureaus, state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities
directly under the Central Government, and cities under separate state planning, all branches and business administration departments
of the People’s Bank of China as well as central sub-branches thereof in capital cities and in Shenzhen, Dalian, Qingdao, Xiamen,
and Ningbo, the finance bureau of Xinjiang Production and Construction Corps,

With a view to implementing the Circular of the State Council on Improving Central and Local Export Tax Refund Bearing Mechanism (Guo
Fa [2005] No.25) and ensuring that the all kinds of work for export tax refund progress smoothly, you are hereby notified of the
relevant matters on budget management after the adjustment of export tax refund bearing mechanism:

I.

Since January 1st, 2005 (the date of examination and approval of tax refund shall be referred to, the same hereinafter), the amount
of value added tax refund for export goods calculated within the tax base(including the amount of export value-added tax that is
exempted or offset, the same hereinafter) of all regions shall continue to be borne by the state treasury; the amount of tax refund
calculated beyond the tax base shall be shared by central and local treasuries according to the proportion of 92.5 to 7.5 instead
of the former proportion of 75 to 25. The base of export tax refund of every region as approved and verified by the State Council
shall remain unchanged.

II.

Since January 1st, 2005, the value-added tax refund for export goods shall be handled in the following ways:

1.

Since September 1st, 2005, the value-added tax refund for export goods to be paid by the state treasury shall be paid uniformly from
the central revenue; the value-added tax exempted and offset shall be adjusted in the item of “increased value-added tax from tax
exemption and offset”(Code 010151) for the central and local treasuries respectively according to the proportion of 75 to 25, and
the item of “decreased value-added tax from tax exemption and deduction”(Code 010302) of the central treasury shall be adjusted according
to the amount of tax exemption and offset. And meanwhile, the part of 25% of the value-added tax increased from exemption and offset
shall be transferred to local treasuries from the central treasury. Other measures for adjusting the state treasury for tax offset
and exemption shall be implemented continuously in light of the Circular on the Relevant Issues concerning the Budget Management
for the Implementation of the Measures for Tax Offset, Exemption and Refund as promulgated by the Ministry of Finance, State Administration
of Taxation and the People’s Bank of China (Cai Yu Zi [1998] No.242).

2.

For the value-added tax refund which has been handled for export goods before September 1st, 2005, the departments of finance, bureaus
of state taxation and the .state treasury departments of the people’s bank at all levels shall have the related accounts adjusted.
The concrete measures for account adjustment shall be separately formulated by the Ministry of Finance, State Administration of Taxation
and the People’s Bank of China.

III.

The part of value-added tax refund, which shall be borne by the local treasuries for export goods in 2005 and the following years,
shall be specially turned in to the central treasury by the local treasuries at the year end.

IV.

In order to reflect the changes of export tax refund, the following adjustments are made to the Subjects of Government Budget Revenue
and Expenditure in 2005 and the Subjects of Government Budget Revenue and Expenditure in 2006:

1.

The item of “value-added tax refund for export goods”(Code 010301) under the subject of general budget revenue shall be changed into
the subject of withdrawal of central revenue, which shall reflect the value-added tax refund for export goods returned by the central
treasury. The item of “decreased value-added tax after tax exemption and offset” (Code 010302) shall be changed into the subject
exclusively used by the central treasury, which shall reflect the value-added tax decreased according to the amount of tax exemption
and offset.

2.

The item of “revenue from the return of export tax refund base” (Code 720110) under the subject of general budget revenue and the
item of “expenditure from the return of export tax refund base” (Code 660110) under the subject of general budget expenditure shall
be cancelled.

3.

The item “special revenue turned in from export tax refund” (Code 720203) shall be added to the general item of “revenue turned in
from general budget” (Code 7202) under the subject of general budget revenue, and shall reflect the export tax refund revenue turned
in to the central treasury by the local treasuries. The item of “special expenditure turned in from export tax refund” (Code 660203)
shall be added to the general item of “expenditure turned in from general budget” (Code 6602) under the subject of general budget
expenditure, and shall reflect the expenditure of export tax refund turned in to the central treasury by local treasuries.

V.

The local budget revenue and expenditure shall be adjusted according to the relevant adjustments of the export tax refund bearing
mechanism. The public finance department at the provincial level shall report the relevant adjustment information to the government
at the corresponding level, and shall, in light of the conditions of the export tax refund work of their own regions, formulate corresponding
management measures so as to ensure the smooth progress of all kinds of work.

the Ministry of Finance

the State Administration of Taxation

the People’s Bank of China

August 22nd, 2005



 
the Ministry of Finance, the State Administration of Taxation, the People’s Bank of China
2005-08-22

 







CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON SCOPE OF APPLICATION OF THE ENTERPRISE INCOME TAX PREFERENTIAL POLICIES FOR REVITALIZING THE OLD INDUSTRIAL BASES IN NORTHEAST CHINA

State Administration of Taxation

Circular of the State Administration of Taxation on Scope of Application of the Enterprise Income Tax Preferential Policies for Revitalizing
the Old Industrial Bases in Northeast China

Guo Shui Han [2005] No. 823

The bureaus of state taxation and local taxation of Liaoning, Jilin, Heilongjiang Provinces and Dalian:

The grassroots tax organs and enterprises request the clarification of the question about whether or not the trans-regional operating
enterprises may enjoy the enterprise income tax preferential policies for the old industrial bases in Northeast China after the
distribution of the Notice of the Ministry of Finance and State Administration of Taxation about the Implementation of the Enterprise
Income Tax Preferential Policies for Revitalizing the Old Industrial Bases in Northeast China (No. 153 [2004] of the Ministry of
Finance),. Upon the discussion, relevant matters are hereby notified as the following:

The scope of application of the enterprise income tax preferential policies for revitalizing the old industrial bases in Northeast
China is only limited to the enterprises that are within the 3 provinces and one city in Northeast China and meet the relevant requirements.
The other enterprises outside the 3 provinces and one city in Northeast China including the subsidiary or branch company established
outside the 3 provinces and one city in Northeast China by the group companies within the 3 provinces and one city in Northeast China,
shall not enjoy the enterprise income tax preferential policies for revitalizing the old industrial base in Northeast China.

State Administration of Taxation

August 22￿￿ 2005



 
State Administration of Taxation
2005-08-22

 







OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF TAX EXEMPTION OF SHANGHAI REPRESENTATIVE OFFICE OF THE DEPARTMENT OF TRADE AND ECONOMIC DEVELOPMENT OF SOUTH AUSTRALIAN GOVERNMENT OF THE COMMONWEALTH AUSTRALIA

the State Administration of Taxation

Official Reply of the State Administration of Taxation on the Issue of Tax Exemption of Shanghai Representative Office of the Department
of Trade and Economic Development of South Australian Government of the Commonwealth Australia

Letter No. 817 [2005] of the State Administration of Taxation

August 22, 2005

Shanghai Municipal Bureau of State Taxation and Shanghai Municipal Bureau of Local Taxation:

Your Bureaus’ Request for Instructions on the Relevant Taxation Issues of Shanghai Representative Office of the Department of Trade
and Economic Development of South Australian Government of Australia (Hu Guo Shui Wai [2005] No. 90) has been received, and an official
reply is hereby given as follows:

Shanghai Representative Office of the Department of Trade and Economic Development of South Australian Government of Australia established
in 2005, mainly engages in the communications and exchanges between China and Australia in politics, economy and culture, etc., and
promotes the high-quality products to be exported from South Australia to China. The Australian consulate general in Shanghai has
issued a document to certify that the head office, i.e., the Department of Trade and Economic Development of South Australian Government
of Australia is a non-profit institution. In accordance with the Circular of the State Administration of Taxation on the Relevant
Issues of Strengthening the Tax Collection and Administration of Foreign Enterprises’ Permanent Representative Offices (Guo Shui
Fa [1996] No. 165) and the Circular of the State Administration of Taxation on the Relevant Issues concerning the Taxation Administration
of Foreign Enterprises’ Permanent Representative Offices” (Guo Shui Fa [2003] No. 28), we hereby approve Shanghai Representative
Office of the Department of Trade and Economic Development of South Australian Government of Australia to be exempted from enterprise
income tax and business tax when it engages in the business within the scope prescribed in Item (2) of Paragraph 2 of Article 1
of the Guo Shui Fa [1996] No. 165.



 
the State Administration of Taxation
2005-08-22

 







CIRCULAR OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE PROVISIONAL MEASURES FOR FISCAL AND FINANCIAL ADMINISTRATION OF SUBSIDY FUND FOR FIXED ASSETS INVESTMENT IN THE CENTRAL BUDGET

Ministry of Finance

Circular of the Ministry of Finance on Printing and Distributing the Provisional Measures for Fiscal and Financial Administration
of Subsidy Fund for Fixed Assets Investment in the Central Budget

Cai Jian [2005] No.355

Relevant Ministries and Commissions under the State Council, relevant authorities directly under the State Council, Departments (Bureaus)
of Finance in all provinces, autonomous regions, municipalities directly under the Central Government and cities specially designated
in the state plan, Bureau of Finance of the Xinjiang Production and Construction Corps, and relevant enterprises administered by
the Central Authorities:

In order to strengthen and improve the budgetary administration of subsidy fund for fixed asset investment in the Central budget,
and to enhance the effectiveness of financial funds, the Ministry of Finance formulates the Provisional Measures for Fiscal and Financial
Administration of Subsidy Fund for Fixed Assets Investment in the Central Budget in accordance with the Budget Law of the People’s
Republic of China, the Measures for the Implementation of the Budget Law of the People’s Republic of China, the Decision of the State
Council on Reforming the Investment System, the Provisions on the Financial Administration of Basic Constructions and other laws
and administrative regulations, and it is hereby printed and distributed. And any problem occurring during the implementation shall
be reported to the Ministry of Finance.

Ministry of Finance

July 26, 2005 Annex:Provisional Measures for Fiscal and Financial Administration of Subsidy Fund for Fixed Assets Investment in the Central Budget

Chapter I General Provisions

Article 1

These Measures are formulated in accordance with the Budget Law of the People’s Republic of China, the Measures for the Implementation
of the Budget Law of the People’s Republic of China, the Decision of the State Council on Reforming the Investment System, the Provisions
on the Financial Administration of Basic Constructions and other laws and administrative regulations, for the purposes of strengthen
the budgetary administration of subsidy fund for fixed assets investment in the Central budget (hereafter referred to as the investment
subsidy) and of enhancing the effectiveness of financial funds.

Article 2

The “investment subsidy” as mentioned in these Measures refers to the investment subsidy funds arranged by the fixed assets investment
in the Central budget (including the funds for treasury bonds projects), and exclusively granted to the appropriate fixed assets
investment projects.

Chapter II Application Scope of Investment Subsidy

Article 3

The investment subsidy shall mainly be applicable in the economic and social fields supported by the government, which mainly include:

(1)

Infrastructure Projects of Public Benefit and for Public Use;

(2)

Projects for Protecting and Improving ecological environment;

(3)

Projects for Promoting the economic and social development in the less-developed regions;

(4)

Projects for Promoting the progress of science and technology and the industrialization of high and new technologies; and

(5)

Other projects in line with the relevant State provisions.

Article 4

The investment subsidy shall be arranged in accordance with the needs of the State’s ‘acroeconomic regulations and with the priorities
determined by the State. And the investment subsidy for a project shall not, in principle, exceed 50% of the total investment of
the project hereof.

Article 5

The investment subsidy may be allocated once for all or in several times in accordance with the construction and implementation progress
of a project.

Chapter III Budgetary Administration of Project Subject to Investment Subsidy

Article 6

The finance authorities shall strengthen the budgetary administration of the investment subsidy funds, practice a method of “budget
allocation coming after examination”, conduct a strict examination on the budget allocation, and allocate the budget for the project
subject to investment subsidy in accordance with the procedure governing the budget administration.

Article 7

In any one of the following circumstances, the finance authorities may suspend or cease the allocation of budget:

(1)

where the investment plan fails to comply with the arrangement principle and priorities defined by the State Council;

(2)

where a project has already applied for other investment subsidies;

(3)

where a project fails to fulfill the capital construction procedure;

(4)

where opinions fail to be issued from the local finance authorities while the financial match-up from the local financial authorities
is needed;

(5)

where promise fails to be granted from the local finance authorities while such a promise is required;

(6)

where opinions fail to be issued from the finance authorities at the same level, while the operational funds are needed from the finance
authorities hereof after the completion of a project;

(7)

where the project unit fails to conduct tendering and bidding or governmental procurement in accordance with the relevant provisions;

(8)

where the audit authorities, financial supervision institutions and assessment institutions find the project unit has violated the
state laws and regulations;

(9)

where the project unit is complained for its acts in violation of laws and regulations; or

(10)

other acts in violation the provisions in the State laws and regulations and these Measures.

Article 8

Once the budget for a project subject to investment subsidy is allocated, it shall strictly be implemented, and bear no readjustments
with the exception of the special circumstances. And such a project as needs readjustment shall be strictly subject to the relevant
provisions governing the budget readjustment.

Article 9

The investment subsidy granted by the Central Authorities to a local project shall be integrated into the local budgetary administration
of the corresponding level.

Chapter IV Appropriation of Investment Subsidy Funds and Financial Administration

Article 10

The finance authorities shall appropriate funds in accordance with the budget of a project subject to investment subsidy, provisions
on centralized payment of the national treasury, and the basic construction procedure etc..

Article 11

The investment subsidy funds shall be appropriated at the same percentage with the local match-up funds, bank loans and other funds.
The finance authorities, when appropriating investment subsidy funds, shall, with reference to the application of a project unit
and in accordance with the budget of a project subject to investment subsidy, take into full consideration the construction progress
of a project, the appropriation progress of the relevant construction funds and other factors.

Article 12

The investment subsidy for a project under the administration of the Central Authorities, shall be appropriated to the authorities
in charge (including the enterprises under the administration of the Central Authorities) by the Ministry of Finance, and then shall
be timely appropriated to the project unit by the authorities in charge hereof; and the investment subsidy for a project under the
administration of the local authorities, shall be appropriated to the local finance authorities by the State revenue, and then shall
be appropriated to the project unit by the local finance authorities hereof. And a project subject to the centralized payment of
the national treasury shall be subject to the relevant provisions.

Article 13

Anyone in any one of the following circumstances shall be ordered to redress within a limited period by the finance authorities, and,
if it fails to do so when the period hereof expires, its subsidy funds shall be reduced, ceased or recalled.

(1)

Where the project unit provides the unauthentic information to gain the investment subsidy by cheating;

(2)

Where the project unit transfers, misappropriates or embezzles the investment subsidy;

(3)

Where the match-up funds fail to be executed or to be granted for a long time;

(4)

Where the project unit fails to finish the pre-project work as required or failing to construct and implement as prescribed;

(5)

Where the project unit alters unauthorizedly the main construction content and standard, situations such as over-budget, over-scale,
over-standard etc. occurring;

(6)

Where the project unit fails to conduct tendering and bidding and governmental procurement in accordance with the relevant provisions;

(7)

Where the project unit is complained for its acts in violation of laws and regulations; or

(8)

Other acts in violation the provisions in the State laws and regulations and these Measures.

Article 14

After receiving the investment subsidy, a project unit shall earmark it for its specified purposes only, separately establish an account
for examination and assessment, and conducting a financial treatment on these items as follows:

(1)

The investment subsidy for a non-business construction project shall be subject to the relevant provisions governing the financial
allocation; and

(2)

The investment subsidy for a business construction project shall managed as capital reserves, and, if the project unit agrees to a
capital increase and a share expansion, may be managed as the State capital.

The investment subsidy granted by the Central Authorities to the local projects shall be with reference to these Measures, and, it
may be subject to the provisions of a local government, if any.

Chapter V Supervision and Inspection

Article 15

The relevant authorities in charge under the State Council and the provincial finance authorities in charge shall strengthen the supervision
and inspection on the arrangement and utilization of the investment subsidy, and organize aperiodically inspection groups or entrust
the local resident financial supervision offices of the Ministry of Finance and other institutions to conduct selective inspections
on the project units using the investment subsidy every year, so as to ascertain that the investment subsidy is used in line with
the provisions and arrangements. And a project unit using the investment subsidy shall, before the end of each year, submit a report
on the use of the investment to the finance authorities at the corresponding level subsidy, and make a copy for the local resident
financial supervision office of the Ministry of Finance.

Article 16

All the authorities shall conduct key inspections on these items as follows, and formulate inspection results in accordance with the
relevant provisions; and such an items as is beyond the power of the authorities hereof shall be transferred to other authorities
in accordance with laws and regulations, which shall be reported to the Ministry of Finance. And the local resident financial supervision
office of the Ministry of Finance shall in situ monitor and hand in to the national treasury the recallable funds under the item
of “Other Revenues”.

(1)

To examine whether the project is implemented as prescribed, whether the project unit uses the investment subsidy as prescribed. And
recall the appropriated investment subsidy funds to the national treasury if the project unit unauthorizedly alters the main construction
content and standard or fails to use the investment subsidy as prescribed;

(2)

Whether the project unit conducts tendering and bidding and governmental procurement in accordance the relevant provisions;

(3)

Whether the investment subsidy funds undergo a financial treatment as prescribed, and timely redress any who fails to treat as prescribed;
and

(4)

To examine the total amount of the investment subsidy for a project and the actually granted amount of other funds sources as listed
in the project budget after the project is completed. Such a project whose total amount of investment subsidy exceeds 50% of its
total investment shall be transferred to an administration of direct investment or capital infusion, and shall undergo a re-determination
of investment ratio in accordance with the relevant provisions and with the funds actually granted by all the investors; and the
finance authorities at the corresponding level shall designate the relevant institutions, on behalf of the State, to exercise the
right of proprietor or investor in accordance with laws and regulations.

Article 17

All the relevant authorities and project units shall manage and use the investment subsidy in accordance with the State provisions,
and self-consciously accept the supervision and inspection from the finance and audit authorities.

Article 18

With regard to anyone who, in violation of the relevant provisions, practices fraudulences, gains by cheating, retains and embezzles
the investment subsidy or fails to implement the project as prescribed, the finance authorities at all levels shall, besides recalling
the appropriated funds to the national treasury in full amount, immediately cease the allocation of investment subsidy to the authorities
in charge in where the project unit is located or to the province, autonomous region, municipality directly under the Central Government
and city specially designated in the state plan, and conduct an overall inspection till these violations are redressed. And the related
persons shall be investigated for liabilities in accordance with the Rules of Penalties and Sanctions against Financial Illegalities
(Decree of the State Council No.427) and with other relevant State provisions, and, if laws are violated, shall be investigated and
prosecuted for the corresponding legal liabilities.

Chapter VI Supplementary Provisions

Article 19

These Measures shall enter into force 30 days after the date of promulgation.

Article 20

The Ministry of Finance shall be responsible for the interpretation of these Measures.



 
Ministry of Finance
2005-07-26

 







GUIDING OPINIONS OF THE CSRC, SASAC, MOF, PBC, AND THE MOFCOM ON SHARE-TRADING REFORM OF LISTED COMPANIES

China Securities Regulatory Commission, State-owned Assets Supervision and Administration Commission, Ministry of Finance, People’s
Bank of China, Ministry of Commerce

Guiding Opinions of the CSRC, SASAC, MOF, PBC, and the MOFCOM on Share-trading Reform of Listed Companies

Zheng Jian Fa [2005] No. 80

August 23, 2005

Since the promulgation of the Some Opinions of the State Council on Promoting the Reform, Opening and Steady Growth of Capital Markets
(hereinafter referred to as Some Opinions), vital progress has been made in the various reform and system building of the capital
market, the market operating mechanism and operating environment are improving, and some fundamental and systematic problems that
restrict the full play of functions of the capital market are being solved step by step. In light of the requirements of the State
Council for “solving share-trading problem positively and steadily”, and under the right leadership of the State Council and the
great support of the relevant departments and local people’s governments, the pilot work for share-trading reform has been completed
smoothly, the operating rules and basic practice of the reform have won the recognition of the markets. Policy expectation and market
expectation on the reform are becoming increasingly stable, which has laid a solid foundation and created good conditions for overall
steady and positive shifting of the reform. We hereby bring forward the following guiding opinions on share-trading reform of listed
companies for the next step.

I.

Correctly Understanding the Share-trading Reform

1.

To implement the Several Opinions in an all-round way and perfect the operating mechanism of capital market, we shall, for the purpose
of solving the fundamental and systematic problems, attach high importance to perfecting and bringing into play the function of capital
market, improve the level of investment returns of capital market, and improve the direct financing ability and the efficiency of
resource allocation step by step. We shall not only solve the problems of lack of new market elements, imperfect systems, irregular
operations and inefficient supervision of the emerging market through perfecting the capital market system, diversifying securities
investment products, improving the quality of listed companies, and regulating the management of securities companies as well as
strengthening the legal construction of the securities market. We should also solve share-trading problems left over under the background
of system transition and other various problems and properly solve hidden risks so as to create the desired conditions for the long-term
and steady development of capital market.

2.

Share-trading (the different disposal of equity shares) refers to the distinction of the shares of listed companies in the A shares
market are into non-tradable and tradable shares according to whether they can be listed for trading in the stock exchange. This
is a special problem coming into being during the transition of economic transition of our country. The different disposal of shares
has distorted the pricing mechanism of the capital market, and restricted the effective play of resource allocation functions thereof.
The price of the such stocks of listed companies cannot work as a market-based incentive and restriction for majority shareholders
and the management team so that there is no common basis of interest in corporate governance. For such stocks there are two kinds
of prices in capital flow: the negotiated price for the transfer of non-tradable shares and the competitive transaction price of
tradable shares, so there lacks a market operating basis for capital operations. The different disposal of stocks in this context
cannot meet the need for the reform and opening-up and stable development of the capital market, so we shall eliminate the difference
between tradable shares and non-tradable shares through the share-trading reform.

3.

Share-trading reform is a kind of reform for the purpose of perfecting the basic market system and operating mechanism, the significance
of which is not only to resolve historical problems, but also to create conditions for various other reforms and system innovation
of the capital market, it is an important measure for the overall implementation of the Several Opinions. Therefore, we shall give
overall consideration to the share-trading reform, maintenance of the market stability, promotion of the play of capital market function
by means of pushing forward the opening-up in a positive and steady way. The reform shall be pushed ahead positively and steadily
and step by step. No listed company may carry out such reform until it has met the requirements so as to realize the reasonable adjustment
of the interest relationship of all parties concerned. Meanwhile, we shall take the reform as a turning point, adjust various positive
factors, maintain the market stability, improve the quality of listed companies, regulate the management of securities companies,
and promote the construction of various fundamental systems, perfect the market system and promote the innovation of securities products
with other supportive systems, so as to form a new situation of good circulation and healthy development of the capital market.

4.

The share-trading reform that is now under way is to solve the systemic problems we encounter in the listing and trading of non-tradable
shares rather than to sell State shares through the capital market, and the State does not consider selling the State shares to raise
funds through the domestic capital market. After the listing and trading of non-tradable shares, the controlling shareholders of
the state-owned shareholding listed companies shall, according to the strategic requirements of the State for the overall arrangement
of the national economy and the structural adjustment, determine reasonably the minimum proportion of shares of the listed companies
under its control, and for the important industries and major fields concerning the nation’s economy and the people’s livelihood
and the life line of the national economy, and the state-owned share-holding listed companies in the fundamental and backbone industries
of the national economy, the state shall ensure the controlling power, influence and motivation of state-owned capital, and the shareholders
of state shares may buy shares in the securities market, if necessary. The controlling shareholders in other listed companies shall
also ensure the stable growth and sustainable management of the companies. The securities regulatory department shall, through necessary
systemic arrangement and technical innovation, effectively control the scale and pace for the tradable shares to enter into circulation.

II.

Guidelines for the Share-trading Reform

5.

The guidelines for positively and steadily pushing forward the share-trading reform are: to stick to the general principles of combining
the share-trading reform and the maintenance of stable development of market, further clarify the expectations of the reform, ameliorate
and strengthen coordination and guidance, mobilize various positive factors to implement the various tasks posed by the Several Opinions
as soon as possible, to formulate, amend and perfect the relevant regulations and policies and measures, strengthen the infrastructure
construction of market, improve the market environment of reform and development to realize an important breakthrough in the capital
market, so as to have the market operating on the track of sound progress.

6.

We shall implement the general requirements of the Several Opinions, that is, “observing market rules, being conducive to market stability
and development, and earnestly protecting the lawful interests of investors, especially those of the public investors”. To observe
market rules is to stick to the decision-making mechanism and price formation mechanism based on market rules, improve the reform
driving mechanism, and form a sustainable and steady motivation for the reform of listed companies through policy support and market
guidance. To be conducive to market stability and development is to pay attention to bringing into play the mechanism advantages
and sound market effect formed through reform in light of the principle of unanimous agreement of progress of reform, speed of development
and sustainability of market, so as to ensure that the various reforms of the capital market are pushed in coordination, ensure that
the various policies and measures are integrated and in conformity with each other, and promote the steady development of the market
through reform, and ensure the smooth going of the reform based on the stable development of the market. To protect the lawful interests
of investors, especially of public investors is to ensure the investor’s right to know, right to participate and right to vote through
relevant procedural rules and necessary policy guidance, so as to turn the reform scheme into a basis of mutual interests conducive
to the shareholders of tradable shares and non-tradable shares, and form a stable price expectation of the companies after the reform.

III.

Overall Requirements for the Share-trading Reform

7.

Unified organization shall be stuck to for the share-trading reform. The China Securities Regulatory Commission shall formulate the
Measures for the Administration of Share-trading Reform of Listed Companies, and shall, in light of the operating procedures and
regulatory requirements of “Openness, Fairness and Justness”, regulate the work for share-trading reform to ensure the lawful interests
of investors, especially of the public investors. The relevant departments of the State Council shall strengthen coordination and
cooperation, and shall, in light of the principle of being conducive to pushing forward the share-trading reform, perfect the relevant
policies for promoting the steady development of the capital market, adjust and improve the provisions on such aspects as the management
of state-owned capital, enterprise examination, accounting, credit policy, and foreign investment, and etc., so as to ensure that
the relevant policies of share-trading reform are interconnected and in conformity with each other. The local people’s governments
shall strengthen organization and guidance to the share-trading reform of listed companies within their own regions, bring into full
play the role of comprehensive resource advantage, and combine the share-trading reform and optimization of the structure of listed
companies, the promotion of regional economic development and maintenance of social stability, and plan as a whole the reform work
adapted to the local conditions.

8.

A decentralized decision-making mechanism shall be applied to the share-trading reform scheme. The non-tradable shareholders of listed
companies shall, according to the existing laws, regulations and the measures for the administration of share-trading reform, widely
solicit the opinions of the relevant tradable shareholders of the A shares market, and determine through negotiation the share-trading
reform scheme that complies with the actual situation of their own companies, and shall, by referring to the procedures of shareholders’
meeting, carry out classified votes by convening meetings of relevant shareholders of the A shares market. It is a beneficial trial
of the share-trading reform for non-tradable shareholders and tradable shareholders to balance the interests of the shareholders
by way of consideration, which shall be improved incessantly in the practice of reform.

9.

The share-trading reform scheme of listed companies shall be conducive to the market stability and the long-term development of listed
companies. Companies or majority shareholders are encouraged to take relevant measures for stabilizing price expectations and to
make regrouping arrangements for improving the performance and price increment ability of listed companies in the share-trading reform
scheme. The regulatory department and the stock exchanges shall, under the precondition of not interfering the determination of the
subjects of reform on reform scheme through self-negotiation, strengthen coordination and guidance to the form of realization of
the scheme and the relevant supportive arrangements.

10.

The market-oriented guidance of the reform shall be observed and attention shall be paid to creating a market mechanism for positively
and soundly solving the share-trading issue. We shall, according to the progress of the share-trading reform and the overall market
conditions, choose the right time to apply the policy of “separating the new from the old”, and shall not differentiate tradable
shares and non-tradable shares for companies that make initial public offerings. Listed companies that have completed the share-trading
reform shall be given priority in refinancing, and may implement the incentive of stock rights to their management team, meanwhile,
the ways of supervision over refinancing shall be reformed so to improve the efficiency of refinancing. The concrete measures for
implementing and examining the stock-right-based incentive to the management team of listed companies and the supportive supervision
system shall be formulated by the securities regulatory departments together with other relevant departments. For a company to be
listed overseas that have A shares, and a subsidiary company of a listed A share company which is listed on an overseas stock market,
the listing shall be made after the share-trading reform is completed. For the transfer of non-tradable shares of listed companies
by negotiation, an arrangement on the share-trading reform shall be made correspondingly, or the transfer shall be operated together
with the share-trading reform of the company.

11.

We shall properly handle the share-trading reform issue of listed companies that are special situations. The share-trading reform
is to solve the issue of balancing the interests of the relevant shareholders of the A share market. For listed A share companies
that concurrently hold H shares or B shares, the share-trading issue shall be solved by the relevant shareholders of the A share
market through negotiation. For listed A share companies of the category of bank which hold the documents of approval for foreign-funded
enterprises or which have foreign capital shares, the share-trading reform scheme thereof shall, after being adopted by relevant
shareholders’ meeting through voting, be subject to the examination and approval of the relevant departments of the State Council
according to the relevant laws and regulations. The alteration of foreign capital shares in a share-trading reform scheme shall not,
in principle, affect the relevant preferential policies enjoyed by the listed company. If a foreign shareholder sells its shares
after the expiry of the time limit for selling shares, it shall be handled according to the relevant state provisions, with the concrete
measures to be prescribed by the competent department of commerce of the State Council and the securities regulatory department together
with other relevant departments in addition. Companies with poor performances are advised to solve their share-trading issue through
absorbing high-quality assets and bringing in foreign strategic investors as a consideration.

IV.

Regulating the Order of Share-trading Reform in a Strict Way

12.

A listed company and its board of directors shall carry out its share-trading reform in strict accordance with the procedures as prescribed
in the management measures, carefully perform information disclosure obligations, and earnestly maintain the investors’, inter alia,
the public investors’ right to know, right to participate and right to vote. Public investors shall positively take part in the share-trading
reform, and exercise shareholders’ right according to law. Non-tradable shareholders shall strictly fulfill their commitments in
the share-trading reform, and assume corresponding liabilities for breach of contract.

13.

Recommending institutions and their recommendation representatives shall be honest and faithful, just, objective, and diligent, shall
fulfill their duties, and shall know of the various problems of the companies, bring into full play the role of coordination and
balance, carefully perform their checking obligations, and assist the listed companies and their shareholders in formulating their
share-trading reform schemes that comply with the actual conditions of the companies, urge them to do a good job of information disclosure,
and urge and guide the relevant parties concerned to fulfill their commitments in the reform scheme. Necessary regulatory measures
shall be taken against any recommending institution or any of its representatives that fails to fulfill its recommendation obligations.

14.

Any fund management company, securities company, insurance company, capital management company or any other institutional investor
shall take an active part in the share-trading reform, and take initiatives to maintain the investors’, in particular, the public
investors’ lawful interests and the long-term interests for the steady growth of the market. For any institutional investor who disturbs
the normal decision-making of other investors, manipulates the voting results of relevant shareholders’ meeting, or make interest
tradeoffs by making use of the advantage of shares it holds, the regulatory institution shall make an investigation and give punishment
on it in a strict way.

15.

A stock exchange shall bring into play its flexibility of being close to the market as a self-disciplinary organization and the functional
advantages in organizing market and product innovation, strengthen coordination and guidance to the form of realization of reform
scheme of listed companies and the regrouping measures, and shall, together with the securities depository and clearing agencies,
provide technical support to the innovation of their reform schemes and to the market system and product innovation after the reform.

16.

We shall strengthen supervision over listed companies and their controlling shareholders, recommending institutions, fund management
companies, and the associated parties and senior management personnel of the said institutions so as to prevent and strike down the
illegal and criminal acts of cheating, insider trading and market manipulation by taking advantage of share-trading reforms.

17.

The news media shall stick to the accurate direction of public opinion, positively publicize the significance of share-trading reform,
and report the reform progress and the relevant information objectively and truthfully, observe the discipline of press, and do a
good job of guiding the public in a right way.

V.

Mobilizing Various Positive Factors to Promote the Steady Growth of Capital Market

18.

We shall, taking share-trading reform as a turning point, promote the listed companies to improve their corporate governance structure,
improve the level of corporate governance, and earnestly solve the issue of appropriation of the capital of listed companies by controlling
shareholders or by actual controllers, and curb the guaranty of listed companies which is in violation of any regulation, and prohibit
misappropriating the interests of listed companies by making use of non-bona fide connected transactions. After solving the share-trading
issue, well-managed large companies are encouraged to get listed as an integrated whole through issuing directional shares by the
listed companies under their control; and listed companies are encouraged to consolidate through merger or acquisitions to improve
their performance.

19.

Capital support shall be given to listed companies for their majority shareholders to buy shares through such ways as loans pledged
by shares of majority shareholders, issuing short-term financing securities, bonds, and by other commercialized ways. We shall combine
the share-trading reform, the optimization and reorganization of securities companies, and the expansion of financing channels of
securities companies, positively support securities companies to use comprehensively the various feasible ways of market-ruled financing,
and effectively improve the capital flow status. We shall strengthen the construction of corporate governance and internal risk control
mechanism, strengthen supervision, push forward the resource integration of industries, and properly handle the reorganization or
dropout of securities companies that are of high risk, as well as encourage well-managed securities companies to expand and develop.

20.

We shall encourage innovation on securities transaction mechanisms and products, and launch an independent stock index with the post-reform
companies’ stocks as models, and do research to develop the index derivatives. We shall perfect the system of negotiation-based transfer
and bulk transactions, and introduce certificate of securities and other products in initial public offerings and refinancing, so
as to balance market supply and demand.

21.

We shall continue to perfect the tax policies for encouraging public investment. Corporate pension, more social securities funds and
more qualified institutional foreign investors shall be encouraged to invest in the stock market, and the control over the proportion
of stock investment of insurance companies and other large institutional investors shall be loosened. For the strategic investment
on listed companies by overseas investors after share-trading reform, the regulatory department and the competent commerce department
of the State Council shall do research to promulgate the relevant provisions together with other relevant departments.

22.

We shall positively promote the amendment of the Securities Law, Company Law, Criminal Law, and other laws. We shall do research and
draft out the Regulation on the Supervision over Securities Companies, Regulation on the Risk Disposal of Securities Companies, and
the Regulation on the Supervision of Listed Companies, and other administrative regulations. We shall adjust and improve the policies
and regulations not geared to the positive and steady pushing forward of the share-trading reform. We shall formulate and improve
the corresponding administrative measures in time aiming at the new situations and new issues that emerge after the reform. We shall
improve the means of supervision, improve law enforcement effect, expand the room for market development and innovation, so as to
create a sound legal environment for the reform and opening-up of the capital market and its steady development.



 
China Securities Regulatory Commission, State-owned Assets Supervision and Administration Commission, Ministry of Finance,
People’s Bank of China, Ministry of Commerce
2005-08-23

 







SUPPLEMENTARY PROVISIONS ON THE MEASURES FOR THE ADMINISTRATION OF OPERATION QUALIFICATION OF FOREIGN LABOR SERVICE COOPERATION

the Ministry of Commerce, the State Administration for Industry and Commerce

Order of the Ministry of Commerce and the State Administration for Industry and Commerce

No.14

The Supplementary Provisions on the Measures for the Administration of Operation Qualification of Foreign labor service Cooperation,
which were adopted upon deliberation at the 11th ministerial meeting of the Ministry of Commerce on July 4th, 2005, and approved
by the State Administration for Industry and Commerce, are hereby promulgated and shall come into force 30 days after the day of
its promulgation.

Minister of the Ministry of Commerce, Bo Xilai

Director General of the State Administration for Industry and Commerce, Wang Zhongfu

August 15, 2005

Supplementary Provisions on the Measures for the Administration of Operation Qualification of Foreign Labor Service Cooperation

With a view to meeting the need of enterprise restructuring and promoting the development of foreign labor service cooperation in
western regions, we hereby make the following supplementary provisions on the Measures for the Administration of Operation Qualification
of Foreign Labor Service Cooperation (Order No.3 of the Ministry of Commerce and the State Administration for Industry and Commerce,
hereinafter referred to as the Measures for Administration):

I.

The following enterprises, which conform to the provisions of items (1) to (7) of Article 5 of the Measures for Administration (excluding
the requirements for the registration time), may continue undertaking foreign labor service within the respective former business
scope of the enterprises, but shall apply for changing the Certificate of the People’s Republic of China for Operation Qualification
of Foreign Labor Service Cooperation:

1.

The enterprise that survives the merger of an enterprise that has the operation qualification of foreign labor service cooperation
(hereinafter referred to as the operation qualification) with any other enterprise that has been written off, or the newly established
enterprise after such merger; or

2.

The enterprise that is newly established after the division of an enterprise that has the operation qualification, in which the former
enterprise has been written off or have given up its operation qualification with its foreign labor service cooperation business
wholly incorporated into the newly established enterprise.

Where an enterprise that has the operation qualification is divided, apart from the circumstances as prescribed in the preceding paragraph,
the enterprise newly established after the division that conforms to the provisions of Article 5 (excluding the requirements for
the registration time) of the Measures for Administration may apply for operation qualification according to law.

II.

In western provinces or autonomous regions where less than 300 laborers are sent abroad in a year, apart from the enterprises that
have had the operation qualification prior to the promulgation of the present Provisions, one enterprise may be specially permitted
to apply for the operation qualification, and the enterprise is not be restricted by the requirements for outstanding achievement
as prescribed in item (8) of Article 5 of the Measures for Administration.

III.

The present Provisions shall come into force 30 days after the day of its promulgation.



 
the Ministry of Commerce, the State Administration for Industry and Commerce
2005-08-15

 







CONSTITUTION ACT, 1982 – page 22

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