CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON FURTHER STRENGTHENING THE TAX ADMINISTRATION OF FOREIGN CONTRACTORS

State Administration of Taxation

Circular of the State Administration of Taxation on Further Strengthening the Tax Administration of Foreign Contractors

GuoShuiFa [2004] No. 5

January 8, 2004

With a view to strengthening the tax administration of foreign enterprises and individuals (hereinafter referred to as Contractors)
that come to China to contract for the off-shore and overland external corporative petroleum (gas) field and maritime self-operating
petroleum (gas) field construction activities or to offer labor services (hereinafter referred to as Contract for Petroleum Construction
Activities or Offer Labor Services), and for ensuring the implementation of the tax law, in accordance with the Law of the People’s
Republic of China on the Administration of Tax Collection (hereinafter referred to as the Law on the Administration of Tax Collection)
and its Detailed Rules for the Implementation as well as Procedures of the People’s Republic of China for the Management of Invoice
(hereinafter referred to as the Invoice Management Measures) and its Detailed Rules for Implementation, the tax matters of contractors
are hereby noticed:

Contractors that contract for petroleum construction activities or offer labor services in Chinese maritime space and overland shall
pay the tax for their acquisition of income in accordance with the Chinese tax law and other relevant provisions. Their employees’
individual income tax shall be withheld by Contractors.

Contractors that come to China to contract for petroleum construction activities or offer labor services shall, within 30 days after
the receipt of a business license or sign a contract, go through taxation registration formalities with the competent tax authorities
and declare taxpaying according to the law. Contractors may handle the matters on declaration of taxpaying by themselves or by their
agent.

The companies that contract petroleum construction activities or labor services to contractors (hereinafter referred to as the developer)
shall report the contractor’s names, the contracted project, project price, contract period, working place and the principal’s name,
address, telephone number and other related conditions to the competent tax authorities in writing within 15 days from the date they
sign the contract. For those who sign contracts frequently, the developer may apply to the competent tax authorities for a regular
gathering mass report. The developer used herein refers to the Chinese and foreign enterprises engaged in Chinese-foreign cooperative
oil exploration, production and those contracting with petroleum construction activities.

Contractors shall write invoices printed under tax authorities’ supervision to the developer for their acquisition of income. The
offshore invoice must be exchanged with the competent tax authorities. The offshore invoice shall be attached to the back of the
invoice printed under tax authorities’ supervision and be handed to the developer as a document of settlement together. The developer
shall settle the account and disburse the contract payment against the invoice printed under tax authorities’ supervision handed
by the contractor.

Where the contractors do not complete tax registration formalities according to the relevant provisions, the competent tax authorities
may check and ratify their tax payable in accordance with the relevant provisions of the Law on Management of Tax Collection and
its Detailed Rules for Implementation, and make the tax payable withheld by the offer parties when they disburse the contract payment

Where the developer need to disburse foreign currency overseas, it shall submit tax paid certificate or exemption certificate issued
by the competent tax authorities to the administration of foreign exchange in accordance with the Circular of the State Administration
of Foreign Exchange, the State Administration of Taxation for the Matters of Purchase and Payment Exchange of Nontrade and Partial
Capital Items (GuoShuiFa No. 372 [1999]).

Contractors who need to leave the country shall square the tax payable and overdue payment or furnish guaranty to the competent tax
authorities. Where they neither square the tax payable and overdue payment nor furnish guaranty, the competent tax authorities may
inform the Import and Export Authorities to hold them back from leaving.

The present Circular shall enter into force as of the date of its promulgation. The Circular previously issued by the State Administration
of Taxation on Strengthening the Tax Management of Foreign Contractors of Cooperative Petroleum Field (GuoShuiFa No. 213 [1994])
shall be repealed simultaneously.

State Administration of Taxation
2004-01-08

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON PRINTING AND DISTRIBUTING THE FORM FOR THE DECLARATION OF INCOME TAX OF THE FOREIGN INVESTMENT ENTERPRISES AND FOREIGN ENTERPRISES

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State Administration of Taxation

Circular of the State Administration of Taxation on Printing and Distributing the Form for the Declaration of Income Tax of the Foreign
Investment Enterprises and Foreign Enterprises

GuoShuiHan [2004] No. 54

January 12th, 2004

The administrations of state taxes of all provinces, autonomous regions, municipalities directly under the Central Government, and
cities under separate state planning, the Shenzhen Municipal Administration of Local Taxes, and Yangzhou Taxation Institute:

With a view to bringing the income tax return for foreign related enterprises in line with the new Enterprise Accounting System, and
being convenient for the foreign related enterprises to fill out, as well as reducing the cost for their observance of tax law, the
State Administration of Taxation has hereby made proper revision on the tax return, which is established on the basis of the old
enterprise accounting system after widely soliciting the opinions of both tax collectors and tax payers, and print and distribute
it to you the revised Income Tax Return for Enterprises with Foreign Investment and Foreign Enterprises (hereinafter referred to
as the New Tax Return), with the following Circular concerning the relevant issues:

Foreign related enterprises shall begin to use the New Tax Return from the time when they make declarations on the balance of enterprise
income taxes of the year 2003, and the Circular of the State Administration of Taxation on Printing and Distributing the Newly Revised
Income Tax Return of Foreign Investment Enterprises and Foreign Enterprises (No.200 [2000] of the State Administration of Taxation)
shall be repealed simultaneously.

II.

The New Tax Return shall still be classified into two categories, namely Class A and Class B, according to their methods of levy.
Where a foreign related enterprise is subject to two kinds of taxation rates at the same time, and needs to fill out two sets of
Class A tax returns separately, it shall differentiate them by adding “-1″and “-2” separately after the 15 digits of tax file numbers;
if it needs to fill out Class A and Class B tax returns at the same time, it shall differentiate them by adding “A” and “B” after
the 15 digits of tax file numbers.

III.

The Tax Return for Settlement of Income of Enterprises with Foreign Investment and the Withholding Income Tax Returns as prescribed
in the Circular of the State Administration of Taxation on Printing and Distributing the Income Tax Return for Enterprises with Foreign
Investment and Foreign Enterprises (GuoShuiHan [1992] No. 215) will be used continually.

IV.

The New Tax Return shall be printed by the tax authorities of all provinces (including cities under separate State planning) in accordance
with the format of the form as formulated by the State General Administration of Taxation.

All regions shall strengthen administration on the printing and distributing and use of the New Tax Return, and reflect in time the
issues existing in the enforcement as well as the opinions of the two parties of tax collectors and taxpayers to the State Administration
of Taxation (the International Taxation Department).

Annex:

I. Annual Income Tax Return for Enterprises with Foreign Investment and Foreign Enterprises (Class A) (Paper size: A3) (Omitted)

II. Quarterly Income Tax Return for Enterprises with Foreign Investment and Foreign Enterprises (Class A) (AA1) (Paper size: A3) (Omitted)

III. Annual Income Tax Return for Enterprises with Foreign Investment and Foreign Enterprises (Class B)(Paper size: A3) (Omitted)

IV. Quarterly Income Tax Return for Enterprises with Foreign Investment and Foreign Enterprises (Class B) (BB1) (Paper size: A3) (Omitted)

State Administration of Taxation
2004-01-12

REGULATION ON WORK SAFETY LICENSES

State Council

Decree of the State Council of the People’s Republic of China

No.397

The Regulation on Work Safety Licenses, which has been adopted at the 34th executive meeting of the State Council on January 7th 2004,
is hereby promulgated and shall come into force as of the day of promulgation.

Wen Jiabao, Premier of the State Council

January 13th, 2004

Regulation on Work Safety Licenses

Article 1

With a view to strictly regulating work safety conditions, further enhancing work safety supervision and administration, thus preventing
and reducing work accidents, this Regulation is hereby formulated in accordance with the Work Safety Law of the People’s Republic
of China.

Article 2

The State applies a work safety licensing system to enterprises engaged in mining, construction, and the production of dangerous chemicals,
fireworks and crackers, and blasting equipment for civil use (hereinafter referred to as enterprises).

No such enterprises may engage in production activities without work safety licenses.

Article 3

The department of work safety supervision and administration under the State Council shall be in charge of issuance and administration
of work safety licenses for enterprises subject to the central authority which are engaged in non-coal mining, and the production
of dangerous chemicals and fireworks and crackers.

The departments of work safety supervision and administration under the People’s Governments of the provinces, autonomous regions,
and municipalities directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses
for enterprises outside the scope of the preceding paragraph which are engaged in non-coal mining, and the production of dangerous
chemicals and fireworks and crackers, and be subject to the guidance and supervision of the department of work safety supervision
and administration under the State Council.

The State authority over coal mine safety inspections shall be in charge of issuance and administration of work safety licenses for
coal mining enterprises which are subject to the management of the central authorities.

The authorities over coal mine safety inspections under the People’s Governments of the provinces, autonomous regions, and municipalities
directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses for coal mining
enterprises outside the scope of the preceding paragraph, and be subject to the guidance and administration of the State authority
over coal mine safety inspections.

Article 4

The administrative department of construction under the State Council shall be in charge of issuance and administration of work safety
licenses for construction enterprises which are subject to the central authority.

The administrative departments of construction under the People’s Governments of provinces, autonomous regions, and municipalities
directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses for construction
enterprises outside the scope of the preceding paragraph, and be subject to the guidance and supervision from the administrative
department of construction under the State Council.

Article 5

The administrative department of science, technology and industry for national defense under the State Council shall be in charge
of the issuance and administration of work safety licenses for enterprises engaged in the production of blasting equipment for civil
use.

Article 6

To obtain a work safety license, an enterprise shall satisfy the following work safety conditions:

(1)

Having established and improved the responsibility system for work safety, and formulated a whole set of work safety regulations and
operating rules;

(2)

Its investment in safety is up to work safety requirements;

(3)

Having set up administrative entities for work safety and installed full-time work safety administrative personnel;

(4)

The major person(s)-in-charge and work safety administrative personnel have passed the appraisal;

(5)

The special personnel have passed the appraisal conducted by the competent authority, and have obtained qualification certificates
for special operations;

(6)

The workers have gone through work safety education and training;

(7)

Having workers insured against work-related injuries in accordance with the law and having paid insurance premiums in this regard;

(8)

Its premises, worksites, safety facilities, equipment and technology are up to the requirements of the relevant work safety laws,
regulations, standards and rules;

(9)

Having preventive measures against occupation hazards and providing workers with labor protection articles which are up to the national
standards or standards of the industrial sector concerned;

(10)

Having conducted safety evaluation in accordance with the law;

(11)

Having measures for the testing, assessment and monitoring of sources of grave danger, as well as emergency plans thereabout;

(12)

Having emergency rescue plans for work accidents, and entities or personnel specialized in emergency rescue, and having necessary
emergency rescue materials and equipment; and

(13)

Satisfying other conditions as provided by laws and regulations.

Article 7

Before starting production, an enterprise shall apply for the work safety license to the department in charge of the issuance and
administration of work safety licenses according to the present Regulation, and provide the relevant documents and materials specified
in Article 6 of the present Regulation. The department in charge of the issuance and administration of work safety licenses shall
wrap up its review process within 45 days from the day of receipt of an application, and issue work safety licenses to those found
upon review to satisfy the work safety conditioned specified in the present Regulation. For those failing to satisfy the work safety
conditions as specified in the present Regulation, the said department shall deny their access to work safety licenses, and send
written notices to the applicants with reasons explained for such denial.

A coal mining enterprise shall, prior to its application for the coal production license, apply for the work safety license on a per
mine (pit) basis in accordance with the present Regulation.

Article 8

The work safety licenses shall be in uniform style as prescribed by the department of work safety supervision and administration under
the State Council.

Article 9

The valid period for a work safety license shall be three years. If a work safety license needs to be extended upon its expiration,
the enterprise shall go through the extension procedures three months prior to such expiration with the administrative department
from which the license is issued.

If an enterprise strictly abides by the relevant laws and regulations on work safety and is free of any deadly accident during the
valid period of its work safety license, such license will enjoy a review-free three-year extension upon its expiration, with the
consent of the administrative department from which the license is issued.

Article 10

The departments in charge of the issuance and administration of work safety licenses shall establish and improve the archiving administration
system for such licenses, and make regular release of information to the general public concerning the issuance of licenses to enterprises.

Article 11

The departments in charge of the issuance and administration of work safety licenses for coal mining enterprises, the departments
in charge of the issuance and administration of work safety licenses for construction enterprises, and the departments in charge
of the issuance and administration of work safety licenses for enterprises engaged in the production of blasting equipment for civil
use, shall make annual briefings to the same-level departments of work safety supervision and administration on information concerning
the issuance and administration of work safety licenses.

Article 12

The department of work safety supervision and administration under the State Council and the departments of work safety supervision
and administration under the peoples’ governments of provinces, autonomous regions, and municipalities directly under the Central
Government, shall conduct supervision over the issuance of work safety licenses to enterprises engaged in construction, the production
of blasting equipment for civil use, and coal mining.

Article 13

No enterprises may transfer, use under an assumed name, or use forged, work safety licenses.

Article 14

After obtaining a work safety license, an enterprise may not lower its work safety conditions, and shall improve its routine work
safety management and be subject to the supervision and inspection of the administrative department from which the license is issued.

The departments in charge of the issuance and administration of work safety licenses shall enhance its supervision over and inspection
of license receiving enterprises, and withdraw on a temporary basis or revoke the license upon finding of any failure to satisfy
the work safety conditions specified in the present Regulation.

Article 15

No personnel of the departments in charge of the issuance and administration of work safety licenses may extort or accept any property
from enterprises or seek any other illicit gains, during the issuance, administration, supervision or inspections of such licenses.

Article 16

The supervisory departments shall, according to the Administrative Supervision Law of the People’s Republic of China, conduct supervision
over the departments in charge of the issuance and administration of work safety licenses as well the personnel thereof, on their
performance of duties and responsibilities in accordance with the present Regulation.

Article 17

Every organization or individual is enpost_titled to report the acts in violation of the present Regulation to the relevant authorities
such as the departments in charge of the issuance and administration of work safety licenses or the supervisory departments.

Article 18

Any personnel of the departments in charge of the issuance and administration of work safety licenses who are involved in any of the
following acts may be given administrative sanction of demotion or removal from office; if a criminal offense is constituted, he
or she shall be subject to criminal liabilities.

(1)

Issuing work safety license(s) to enterprises failing to satisfy the work safety conditions specified in the present Regulation;

(2)

Making no statutory handling upon finding that any enterprise is engaged in production activities without work safety licenses;

(3)

Making no statutory handing upon finding that any license receiving enterprise fails to satisfy the work safety conditions specified
in the present Regulation;

(4)

Making no timely handling upon receipt of report on acts in violation of the present Regulation;

(5)

Extorting or accepting property from enterprises or seeking any other illicit gains during the issuance, administration, supervision
or inspections of work safety licenses.

Article 19

Those which, in violation of the present Regulation, are arbitrarily engaged in production without work safety licenses shall be ordered
to suspend production, and be subject to the confiscation of the illicit gains and a fine of 100,000 up to 500,000 RMB. If a criminal
offense is constituted in the wake of a serious accident or any other serious consequences, the offender shall be subject to criminal
liabilities.

Article 20

Those who, in violation of the present Regulation, continue production without going through the extension procedures upon expiration
of work safety licenses shall be ordered to suspend production and go through the remedial procedures within a limited period, and
be subject to the confiscation of the illicit gains and a fine of 50,000 up to 100,000 RMB. And those who continue production without
going through the remedial procedures within the limited period shall be subject to punishment in accordance with Article 10 of
the present Regulation.

Article 21

Those who, in violation of the present Regulation, transfer their work safety licenses shall be subject to confiscation of the illicit
gains, a fine of 100,000 up to 500,000 RMB and the revocation of such licenses; if a criminal offense is constituted, the offender
shall be subject to criminal liabilities; and the transfer recipient(s) shall be subject to punishment in accordance with Article
19 of the present Regulation.

Those who use, under an assumed name, or use forged work safety licenses shall be subject to punishment in accordance with Article
19 of the present Regulation.

Article 22

Enterprises which have already been engaged in production prior the implementation of the present Regulation shall, according to the
provisions of the present Regulation, apply for work safety licenses to the departments in charge of issuance and administration
of such licenses within one year from the day of the Regulation’s implementation. Those which fail to go through the application
for work safety licenses or to satisfy upon review the work safety conditions specified in the present Regulation, but nevertheless
continue production without such licenses, shall be subject to punishment in accordance with Article 19 of the present Regulation.

Article 23

The administrative punishment specified in the present Regulation shall be subject to the determination of the departments in charge
of the issuance and administration of work safety licenses.

Article 24

The present Regulation shall come into force as of the day of promulgation.

State Council
2004-01-13

THE INTERIM PROVISIONS CONCERNING ESTABLISHMENT OF MEETING AND EXHIBITION COMPANY ON FOREIGN BUSINESSMAN INVESTMENT

Ministry of commerce

Decree of Ministry of commerce of people’s Republic of China

No. 1

The interim provisions concerning establishment of meeting and exhibition Company on foreign businessman investment were reviewed
and adopted at the first Ministry Affairs Session of the Ministry of commerce of People’s Republic of China, promulgated now and
effective 30 days after the date of promulgation.

Lu Fu Yuan, Minister of Ministry of commerce

January 13, 2004

The interim provisions concerning establishment of meeting and exhibition Company on foreign businessman investment

Article 1

This provisions were formulated for the purpose of encouraging foreign company, enterprises and other economic organization to establish
meeting and exhibition Company on foreign businessman investment, hold foreign economy and technology exhibition and meeting in accordance
with law of the people’s Republic of China on Chinese-foreign equity joint ventures, law of the people’s Republic of China on Chinese-Foreign
Contractual Joint Ventures, law of the people’s Republic of China on foreign-capital enterprises and relate law and regulations

Article 2

The state encourages to introduce advanced special technology internationally on organizing meeting, exhibition and specialty exchange
to establish meeting and exhibition company on foreign businessman investment, to promote exhibition business of the state to develop,
to gain great social and economic efficient. The proper business activity within the territory of China and legitimate rights and
interests of meeting and exhibition Company on foreign businessman investment shall receive the protection of Chinese law.

Article 3

Ministry of commerce of People’s Republic of China (hereafter referred to as Ministry of commerce) and departments of commercial affairs
with its authorization are organs in charge of inspection, approval and administration of meeting and exhibition Company on foreign
businessman investment.

Article 4

meeting and exhibition Company on foreign businessman investment with its establishment upon approval may operate these businesses
as followed according to regulations:

(1)

To host and undertake various exhibition and meeting on economy and technology within the territory of china

(2)

To hold meetings outside the territory of china

For holding meeting and exhibition outside the territory of china, if there are other stipulations, it shall be followed.

Article 5

the foreign investor may, in accordance with the provisions, establish meeting and exhibition Company on foreign businessman investment
either in the foreign-invested form within the territory of china or in the form of equity joint and Contractual Joint with the company,
enterprises and other economic organization (hereafter referred as Chinese investor) in accordance with the principle of equality,
mutual benefit.

Article 6

the foreign investor applying for establishment of meeting and exhibition Company on foreign businessman investment shall request
the r experiences and achievements that it have ever host ed the international fair, specialty exhibition and international meeting.

Article 7

where the applicant applies for meeting and exhibition Company on foreign businessman investment, it shall submit the followed files
to the commercial affairs department in charge at provincial level of the company’s domicile.

(1)

The application for establishment of meeting and exhibition Company on foreign businessman investment signed by the investor

(2)

The contract and constitution of meeting and exhibition Company on foreign businessman investment signed by the investor (the constitution
is only requested if establishing the meeting and exhibition Company on foreign businessman investment in the form of exclusive investment)

(3)

The registration certificate of investor (copy document), the certificate of legal preventative (copy document), the delegation certificate
of member of board of director and the credit certificate of bank.

(4)

The notice of pre-check and approval for name to establish the meeting and exhibition Company on foreign businessman investment issued
by the administrations for industry and commerce (copy document), and

(5)

The certificate that the foreign investor have ever hosted he international fair, specialty exhibition and international meeting.

Article 8

the commercial affairs department in charge at provincial level shall determine to make approval or not within the 30 days from the
date of receiving the whole documents prescribed as article 7 of this provision. If determining to make approval, it shall issue
the certificate for the foreign-invested company; if not determining to make approval, it shall demonstrate the cause and apprise
the applicant of the right of application for administrative review in accordance with law and bring a administrative suit.

Article 9

the applicant shall, within a month after the date of receiving the certificate for the foreign-invested company issued, apply to
administration for industry and commerce for making registration in accordance with related regulations of the state.

Article 10

where the meeting and exhibition Company on foreign businessman investment apply for hosting exhibition on economy and technology
in china, it shall take action in accordance with relate regulations of the state.

The administrative regulations as far as the meeting and exhibition Company on foreign businessman investment in china invites to
attend the international economic and trade exhibition held outside the territory of china or hold the said exhibition outside territory
of china shall be e old the said exhibition outside the territory of china stipulated separately.

Article 11

where the meeting and exhibition Company on foreign businessman investment alter the Chinese and foreign investor, alter the shares
and alter the branches, after reporting commercial affairs departments in charge at provincial level for approval, it shall complete
the registration formalities of business license in administration for industry and commerce in accordance with the provisions

Article 12

the meeting and exhibition Company on foreign businessman investment shall, while importing the exhibits, handle import procedure
and make administration and supervision in accordance with related supervisory and administrative provisions for imported exhibits.

Article 13

where the company, enterprise and other economic organizations of the Hong Kong Special Administrative Region, the Macao Special Administrative
Region, Taiwan establish the said company in the mainland, it shall implement by reference to this provisions.

Article 14

the provisions shall be interpreted by Department of Commerce.

Article 15

the provisions shall come into force as of 30 days after issue.

Ministry of commerce
2004-01-13

MEASURES FOR THE ADMINISTRATION OF FOREIGN INSURANCE INSTITUTIONS’ REPRESENTATIVE OFFICES IN CHINA

2004011520040301China Insurance Regulatory Commissionepdf/e03340.pdfJforeign insurance institutions, representative offices in China, application, establishment, supervision and administratione03340Measures for the Administration of Foreign Insurance Institutions’ Representative Offices in ChinaBaoJianHuiLing [2004] No. 1January 15th, 2004Chapter I General ProvisionsArticle 1 With a view to strengthening the administration of foreign insurance institutions’ representative offices in China (hereinafter referred
to as “representative offices”), and meeting the needs for the opening of China’s insurance market to the outside world, the present
Measures are formulated in accordance with the “Insurance Law of the People’s Republic of China”.Article 2 Foreign insurance institutions mentioned in the present Measures refer to the insurance companies, reinsurance companies, insurance
intermediary institutions, insurance associations and other insurance organizations, which are registered outside the territory of
China.Representative offices mentioned in the present Measures refer to the representative offices and general representative offices established
by foreign insurance institutions inside the territory of China upon approval, engaging in liaison, market investigations and/or
other similar non-business activities.The chief representative mentioned in the present Measures refers to the principal responsible person of a representative office;
the general representative mentioned in the present Measures refers to the principal responsible person of a general representative
office.Article 3 The representative offices must abide by the laws and regulations of China and the relevant provisions of China Insurance Regulatory
Commission (hereinafter referred to as CIRC).The legal rights and interests of the representative offices are under the protection of China law.Article 4 CIRC shall, in accordance with the law and upon authorization of the State Council, perform its supervisory duties towards representative
offices.The dispatched offices of CIRC shall, within the scope of authorization of CIRC, conduct daily supervision on the representative offices
within their respective jurisdictions on behalf of CIRC.Chapter II Application and EstablishmentArticle 5 A foreign insurance institution that applies for establishing a representative office (hereinafter referred to as the “applicant”)
shall meet the following conditions:(1)It is in good business condition;(2)It has no records of major violation of laws or rules within 3 years prior to the application date;(3)Other prudential conditions prescribed by CIRC.Article 6 The formal application form for planned establishment of a representative office shall be provided by CIRC.Article 7 An applicant shall submit the following documents:(1)a formal application form;(2)an application letter to the chairman of CIRC, which is signed by the board chairman or general manager;(3)a photocopy of the business license or lawful certificate for opening the business or registration certificate, which was checked
and issued by the relevant competent authority of the country or region of the locality;(4)the articles of association of the office, a name list of the board members, and a name list of the management staff or main partners;(5)the annual reports of the 3 years prior to the application date;(6)the opinions issued by the relevant competent authority of the country or region of the locality on the applicant’s establishment
of the representative office inside the territory of China, or a recommendation letter issued by the industrial association of the
involved industry. The opinions or recommendation letter shall state the records of penalties imposed upon the applicant during the
3 years prior to their/its issuance;(7)a power of attorney to the chief representative, which is signed by the board chairman or general manager;(8)the resume and other relevant certificates of the chief representative to be appointed; and(9)other documents prescribed by CIRC.The photocopies of the “business license”, “lawful certificate for opening the business” and “registration certificate” must be notarized
by a public notary institution lawfully established in the country or region of the applicant’s locality, or be authenticated by
the Chinese embassy or consulate accredited to that country.Article 8 An applicant shall submit the application documents to CIRC. CIRC shall handle the applications for the planned establishment of representative
offices separately in light of the following circumstances:(1)If there is any error in the application documents that may be corrected on the spot, it shall permit the applicant to correct such
error on the spot;(2)If the application documents are not complete or are not in statutory form, it shall, either on the spot or within 5 days, inform
the applicant once for all of all the contents to be supplemented, or else it shall be regarded as having accepted the application
as of the date of receiving the application documents;(3)If the application documents are complete and in statutory form, or the applicant has submitted all the supplemented application documents
as required, it shall accept the application.Whether CIRC accepts an application or not, it shall issue a written document bearing a special seal and with the date indicated on
it.Article 9 CIRC shall make a decision on whether to grant the approval within 20 days as of accepting an application. If it is unable to make
such a decision within 20 days, the period may be extended for 10 days upon approval of the chairman of CIRC, and CIRC shall inform
the applicant of the reason for extension of the period.CIRC shall issue an approval certificate, if it decides to grant the approval; if not, it shall state the reason in writing.Article 10 A representative office shall, after obtaining the approval certificate, make industrial and commercial registration in accordance
with the relevant provisions.A representative office shall move into a fixed office site within 3 months as of obtaining the approval certificate; if it fails
to move into a fixed office site within 3 months, the original approval certificate shall be automatically invalidated.Article 11 A foreign insurance institution that has established 2 or more representative offices inside the territory of China may file an application
to CIRC for designating one of representative offices as the general representative office.Article 12 A foreign insurance institution that applies for designating a general representative office shall submit an application letter written
to the chairman of CIRC, which is signed by the board chairman or general manager.The procedures for the establishment of a general representative office shall be the same as those of a representative office.Chapter III Supervision and AdministrationArticle 13 The name of a representative office shall be composed of the following contents in sequence: “name of the foreign insurance institution”,
“name of the city of the locality” and “representative office”; the name of a general representative office shall be composed of
the following contents in sequence: “name of the foreign insurance institution” and “general representative office in China”.Article 14 Except the principal responsible person, the main employees of a representative office shall be addressed as “representatives” or
“deputy representatives”.Article 15 The employees of a representative office shall abide by the laws and regulations of China, have good virtues and behaviors, and have
no evil records.Article 16 A general representative shall have no less than 8 years of work experience, and an educational qualification of specialized college
or above; a chief representative shall have no less than 5 years of work experience, and an educational qualification of specialized
college or above.Where a general representative or chief representative does not have an educational qualification of specialized college or above,
he/she shall have no less than 10 years of work experience with the insurance industry.Article 17 There shall be no more than 3 foreign employees in each representative office.Article 18 No representative office or its employees shall conclude any agreement or contract with any legal person or natural person, which
might bring income to the representative office or to the foreign insurance institution it represents. Nor shall they take part in
any business activities.Article 19 A representative office shall have its independent and fixed office site and full-time employees.Article 20 A general representative or chief representative shall not hold offices concurrently in 2 or more representative offices; nor shall
he/she hold an office in any business institution inside the territory of China.Article 21 A general representative or chief representative shall be permanently stationed in the representative office to preside over the daily
work. If he/she is to be absent from the representative office for more than 1 month running, he/she shall designate a special person
to perform the duties on his behalf, and report to the local office dispatched by CIRC in writing.Article 22 A representative office shall, by the end of February in each year, submit a work report of the last year in duplicates to the local
office dispatched by CIRC, and the said dispatched office shall transfer it to CIRC.The work report shall be filled out in line with the format prescribed by CIRC.Article 23 A representative office shall, within 6 months after the end of each accounting year of the foreign insurance institution it represents,
submit the foreign insurance institution’s annual report of the last year respectively to CIRC and the local office dispatched by
CIRC.Article 24 Where the foreign insurance institution represented by a representative office is under any of the following circumstances, the representative
office shall, within 10 days as of the occurrence of the event, submit a written report to CIRC, and meanwhile send a copy to the
local office dispatched by CIRC:(1)The company’s articles of association, registered capital or registered address is modified;(2)The foreign insurance institution is divided or merged or its principal responsible person is changed;(3)The foreign insurance institution is operating at a heavy loss;(4)The foreign insurance institution is penalized due to violation of laws or rules;(5)The relevant competent authority of the country or region where the foreign insurance institution is located takes major supervisory
measures against the said institution; or(6)Other events that heavily impact the foreign insurance institution’s business.Article 25 Where a representative office changes its general representative or chief representative, it shall apply to CIRC, and submit the following
documents:(1)an application letter to the chairman of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution
it represents;(2)a power of attorney of the general representative or chief representative to be appointed, which is signed by the board chairman or
general manager of the foreign insurance institution it represents; and(3)the certificates of identity and academic qualification as well as the resume of the general representative or chief representative
to be appointed.Article 26 Where a representative office is to be cancelled, it shall apply to CIRC, and submit an application letter written to the chairman
of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution it represents.Article 27 Where a representative office intends to change its name, it shall apply to CIRC, and submit an application letter written to the
chairman of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution it represents, and
also submit the relevant certificates on the change of its name.Article 28 Where a representative office is under any of the circumstances prescribed in Articles 25 through 27 of the present Measures and files
an application to CIRC, CIRC shall make a decision on whether to grant the approval within 20 days as of receiving the complete application
documents.CIRC shall issue an approval certificate if it decides to grant the approval; if not, it shall state the reason in writing.Article 29 A representative office may only change its office address within the jurisdiction of the city where it is located.A representative office shall, within 5 days as of the date when its office address is changed, report to the local office dispatched
by CIRC, and submit the telephone and fax numbers of the new office address.Article 30 Where a representative office changes, increases or reduces its representatives, deputy representatives or foreign employees, it shall,
within 5 days as of the date when the persons are changed, increased or reduced, report to the local office dispatched by CIRC, and
submit the certificates of identity and academic qualification as well as the resumes of the appointed staff.Article 31 Where a representative office is changed into a general representative office upon approval, the original representative office shall
be cancelled automatically, and the general representative office shall go through the formalities for industrial and commercial
cancellation of the representative office within 1 month as of the date when CIRC approves the change.Article 32 Where, after the representative office of a foreign insurance institution is cancelled, the general representative office is the only
representative office in China, it shall change itself from general representative office into representative office.The general representative office shall file an application for change to CIRC, and submit an application letter signed by the board
chairman or general manager of the foreign insurance institution it represents. CIRC shall make a decision on whether to grant the
approval within 20 days as of accepting the application letter. CIRC shall issue the approval certificate if it decides to grant
the approval; if not, it shall state the reason in writing.Where a general representative office is changed into a representative office upon approval, the general representative office shall
be cancelled automatically, and the representative office shall, within 1 month as of the date when CIRC approves the change, go
through the formalities for industrial and commercial cancellation of the general representative office.Article 33 Where, after a representative office is cancelled, the foreign insurance institution it represented still has a general representative
office, the said general representative office shall be responsible for the unfinished affairs. If there is no general representative
office, other representative offices of the foreign insurance institution it represented shall be responsible for the unfinished
affairs. If all the representative offices of the foreign insurance institution it represented have been cancelled, the foreign insurance
institution it represented shall be responsible for the unfinished affairs.Article 34 CIRC and its dispatched offices shall carry out daily and annual inspections on the representative offices in accordance with the
law.The contents of daily and annual inspections include:(1)Whether the formalities for the changes in a representative office are complete;(2)Whether the contents of all application documents conform to the actual circumstances;(3)Whether the formalities for appointment or change of the employees in a representative office are complete;(4)Whether any representative office engages in business activities; and(5)Other particulars that CIRC and its dispatched offices consider necessary to be inspected.Chapter IV Legal LiabilitiesArticle 35 Any representative office established without approval by violating the present Measures shall be banned by CIRC in accordance with
the law.Article 36 Whoever violates the present Measures to engage in insurance business activities shall be penalized by CIRC in accordance with the
relevant laws and regulations. Whoever engages in any business activities other than insurance shall be imposed upon a warning by
CIRC, and be imposed upon a fine of not more than 30,000 Yuan, if the circumstance is serious.Article 37 Whoever fails to submit the report or documents required by Articles 22 through 24 of the present Measures shall be given a warning
by the local office dispatched by CIRC, and be ordered to make a correction.Article 38 The employees of a representative office who are directly liable for the violation of the present Measures shall be given a warning
by CIRC in light of the circumstance, and shall be imposed upon a fine of not more than 5,000 Yuan separately or jointly.Article 39 Where a representative office provides any false information or conceals any important fact, it shall be given a warning.Article 40 Whichever office violates other provisions in the present Measures shall be ordered to make a correction; or shall be given a warning,
if it fails to make a correction within the required time.Chapter V Supplementary ProvisionsArticle 41 The present Measures shall be referred to, if the insurance institutions from Hong Kong, Macao or Taiwan region are to establish representative
offices in the Mainland.Article 42 The present Measures shall be referred to, if the foreign insurance institutions are to establish offices in China upon approval of
CIRC.Article 43 Such phrases as “not less than”, “not more than” and “within” mentioned in the present Measures all include the given figure.Article 44 The relevant periods for approval and report as prescribed in the present Measures shall refer to the working days, and not include
holidays.Article 45 The responsibility to interpret the present Measures shall remain with CIRC.Article 46 The present Measures shall come into force on March 1, 2004. The Measures for the Administration of Foreign-Funded Insurance Institutions’
Representative Offices in China promulgated by CIRC on November 26, 1999 shall be repealed simultaneously.

China Insurance Regulatory Commission
2004-01-15

CIRCULAR OF THE PEOPLE’S BANK OF CHINA CONCERNING THE RELATED MATTERS ON THE ADJUSTMENT OF THE INTER-BANK LENDING TERM FOR DEPOSIT FINANCIAL INSTITUTIONS

Circular of the People’s Bank of China concerning the Related Matters on the Adjustment of the Inter-Bank Lending Term for Deposit
Financial Institutions

Yin Fa [2006] No.322

Shanghai Head Office, each branch, business management department, central sub-branch of provincial capital cities of the People’s
Bank of China; the National Inter-Bank Lending Center; each exclusively state-owned commercial bank and joint stock commercial bank:

The People’s Bank of China decided to adjust the longest borrowing term for the deposit financial institutions engaging in inter-bank
lending business as of October 8, 2006. The related matters are hereby notified as follows:

This adjustment shall be applicable to the financial institutions established within the territory of the People’s Republic of China
and absorb the general public deposits, such as the commercial banks, urban credit cooperatives and rural credit cooperatives, etc.

The longest borrowing term for the deposit financial institutions shall be extended to 1 year, while the longest borrowing term of
the counterparty stipulated by the people’s bank may not be shorter than the lending term

The National Inter-Bank Funding Center shall do well in preparing the related technologies.

Each branch, business management department and central sub-branch of provincial capital cities of the People’s Bank of China shall
forward the present Circular to the urban commercial banks, rural commercial banks, urban credit cooperatives and rural cooperatives
within their respective jurisdictions.

The People’s Bank of China

September 11, 2006

The People’s Bank of China
2006-09-11

SUPPLEMENTARY PROVISIONS ON THE ADMINISTRATION OF FOREIGN INVESTMENT IN ROAD TRANSPORT SECTOR

Ministry of Communications, Ministry of Commerce

Decree of the Ministry of Communications and the Ministry of Commerce

No.12

Supplementary Provisions on the Administration of Foreign Investment in Road Transport Sector are hereby promulgated and shall be
implemented as of January 1st, 2004.

Zhang Chunxian, Minister of the Ministry of Communications

Lv Fuyuan, Minister of the Ministry of Commerce

December 31st, 2003

Supplementary Provisions on the Administration of Foreign Investment in Road Transport Sector

With a view to promoting the establishment of a closer economic partnership between Hong Kong, Macao and the Mainland of China, and
to encouraging Hong Kong service providers and Macao service providers to set up enterprises engaging in road services in the Mainland
of China, the following supplementary provisions are hereby promulgated with respect to the Provisions on the Administration of Foreign
Investment in the Road Transport Sector, and in accordance with the Mainland-Hong Kong Closer Economic and Trade Partnership Arrangement
and Mainland-Macao Closer Economic and Trade Partnership Arrangement approved by the State Council:

As of January 1st, 2004, service providers from Hong Kong or Macao shall be allowed to set up solely funded enterprises to provide
road passenger transport services in the western areas of the Mainland of China.

As of January 1st, 2004, service providers from Hong Kong or Macao shall be allowed to set up solely funded enterprises to provide
road cargo transport services in the Mainland of China.

As of January 1st, 2004, service providers from Hong Kong or Macao shall be allowed to provide “non-stop” cargo transport services
from Hong Kong, Macao to the provinces, municipalities, and autonomous regions of the Mainland of China.

To provide “non-stop” freight services in the Mainland of China, service providers from Hong Kong or Macao must set up solely-funded,
joint-venture or cooperative enterprises in the Mainland and must obtain the license for road transport.

The “Hong Kong service providers” and “Macao service providers” as mentioned herein shall respectively meet the definition of “service
providers” and the relevant provisions in the Mainland-Hong Kong Closer Economic and Trade Partnership Arrangement and the Mainland-Macao
Closer Economic Partnership Arrangement.

Except the above-mentioned clauses, other matters shall be implemented in accordance with the Provisions on the Administration of
Foreign Investment in the Road Transport Sector.

The responsibility to interpret the present Supplementary Provisions shall remain with the Ministry of Communications and the Ministry
of Commerce.

The present Supplementary Provisions shall be implemented as of January 1st, 2004.

Ministry of Communications, Ministry of Commerce
2003-12-31

DETAILED RULES FOR IMPLEMENTATION OF REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF INTERNATIONAL FREIGHT FORWARDING INDUSTRY

Ministry of Commerce

Circular of the Ministry of Commerce of the People’s Republic of China

No. 82

In accordance with the relevant procedure provisions of the Measures of the Ministry of Commerce for Drafting Laws and Administrative
Regulations and Formulating Rules and Normative Documents on the departmental rules and regulations’ formulation, after widely soliciting
opinions, the Ministry of Commerce of the People’s Republic of China has made a decision on modifying the Detailed Rules for Implementation
of the Regulation of the People’s Republic of China on the Administration of International Freight Forwarding Industry (for Trial
Implementation) (hereinafter referred to as Detailed Rules for Implementation).

The content of Article 6 of the former Detailed Rules for Implementation, namely, “The applicant of international freight forwarding
agency shall be entities in relation to import and export trade or of international freight forwarding and having stable supply of
goods. The investor in conformity with the above-mentioned requirements shall hold majority shares in the application projection.”,
shall be modified as: “The shareholders of international freight forwarder may comprise enterprise legal persons, natural persons
or other economic organizations. The big shareholder shall be enterprise legal person in relation to import and export trade or international
freight forwarding and having stable supply of goods, and shall account for the majority shares in the international freight forwarder.
No shareholders other than the enterprise legal person may account for majority shares in international freight forwarder.” In addition,
“Ministry of Foreign Trade and Economic Cooperation” and “Ministry of Foreign Economy and Trade” shall be modified as ” Ministry
of Commerce”; “the competent administrations of foreign trade and economy” in the former articles shall be modified as “competent
administrations of commerce”; and “local competent administrations of foreign trade and economy” shall be modified as “local competent
administrations of commerce”.

Detailed Rules for Implementation of Regulations of the People’s Republic of China on the Administration of International Freight
Forwarding Industry are hereby promulgated anew after the modification and shall be implemented as of the promulgation.

Ministry of Commerce of the People’s Republic of China

January 1st, 2004

Detailed Rules for Implementation of Regulations of the People’s Republic of China on the Administration of International Freight
Forwarding Industry

Chapter I General Provisions

Article 1

With a view to maintaining the order of international freight forwarding market, strengthening supervision over the international
freight forwarding industry, and promoting the healthy development of the international forwarding industry of our country, the present
Detailed Rules are hereby formulated in accordance with the Regulations of the People’s Republic of China on the Administration of
the International Freight Forwarding Industry (hereinafter referred to as the Regulations) as promulgated by the former Ministry
of Foreign Trade and Economic Cooperation upon approval of the State Council on June 29, 1995.

Article 2

An international freight forwarding enterprise (hereinafter referred to as the international freight forwarder) may act as an agent
of the consignee or the consignor of import and export cargo, or as an independent operator engaging in international freight forwarding
operations.

The international freight forwarding operations of an international freight forwarder as an agent refer to the activities whereby,
entrusted by the consignee or consignor of import and export cargo or their agents, it handles related operations in the name of
its clients or its own, and collects agent fees or commissions.

The international freight forwarding operations of an international freight forwarder as an independent operator refer to the activities
whereby it accepts the entrustment of the consignee, consignor of import and export cargo or their agents, signs and issues transport
documents, performs transport contracts and collects transport fees and service charges.

Article 3

The name and logo of an international freight forwarder shall comply with the relevant provisions of the State and with its business
operations, and be able to demonstrate the characteristics of the industry. Its name shall contain such relevant words as “freight
forwarding”, “transport services”, “container transport” and “logistics”, etc.

Article 4

The “scope of authorization” as prescribed in paragraph 2, Article 4 of the Regulations refers to, with the authorization of the
Ministry of Commerce, the competent departments of commerce of the People’s Government of a province, an autonomous region, a municipality
directly under the central government, or a city directly under State planning are responsible for the supervision over and administration
of the international freight forwarding industry in their respective jurisdictions (The Ministry of Commerce and the competent local
departments of commerce are hereinafter jointly called the competent departments in charge of the trade sector), Such a scope of
authorization shall cover: preliminary examination on the application of an enterprise for engaging in an international freight forwarding
project, the annual examination and license-change examination on international freight forwarders, business statistics, training
of professionals, guidance of local trade associations in carrying out work as well as working with relevant local administrative
departments in standardizing the operational behaviors of freight forwarders and rectifying the operational order of the freight
forwarding market.

The international freight forwarding subsidiaries, branches and non-commercial executive offices set up by enterprises directly under
the departments of the State Council or by enterprises from other localities in a city directly under State planning (excluding special
economic zones), shall, in pursuance of the scope of authorization as prescribed in the preceding paragraph, accept the supervision
and administration from provincial competent departments of commerce.

No other entity may engage in the examination, approval or administration of the international freight forwarding industry without
authorization from the Ministry of Commerce.

Article 5

The Ministry of Commerce shall be responsible for carrying out professional training on employees of international freight forwarders
and making an examination of the qualifications of the training institutions. No entity without approval may engage in the qualification
training of employees of international freight forwarders. The conditions for the establishment of training institutions and their
training contents and teaching materials shall be separately prescribed by the Ministry of Commerce.

Professionals engaged in international freight forwarding operations shall accept the training as prescribed in the preceding paragraph.
Upon passing the examinations, they shall obtain qualification certificates of international freight forwarding.

Chapter II Conditions for Establishment

Article 6

The applicants for establishing international freight forwarders shall be an enterprise legal person, a natural person or other economic
organizations, of which the big shareholder shall be an enterprise legal person in relation to import and export trade or international
freight transportation and have stable supply of cargo, and shall account for the majority shares in the international freight forwarders.
No shareholders except the enterprise legal person may account for majority shares in the international freight forwarders.

Article 7

An international freight forwarder shall possess the enterprise legal person qualification of the People’s Republic of China according
to law. The enterprise’s organizational form shall be a limited liability company or a joint-stock company. Any entity with administrative
monopoly powers shall be prohibited from applying for investing and dealing in international freight forwarding business. Carriers
and other enterprises, which may entail unfair competition to the international freight forwarding industry, shall not file an application
for dealing in international freight forwarding operations.

Article 8

The operational conditions as prescribed in Article 7 of the Regulations shall include:

Having at least five professionals who have been dealing in international freight forwarding operations for over three years and whose
qualifications have been certified by their previous employers; or, they have obtained the qualification certificates issued by the
Ministry of Commerce according to Article 5 of the present Detailed Rules;

Having a fixed place of business, and property rights certificates shall be presented in the case of self-owned housing and sites;
and tenancy contracts shall be presented in the case of leased housing and sites;

Having necessary operational facilities, including a certain amount of telephones, fax machines, computers, short-distance transport
tools, loading and unloading equipment, packaging equipment etc.; and

Having a stable supply of import and export cargo, which means that the amount of import and export cargo in the present area is relatively
larger, that the freight forwarding industry has the conditions and potentials for further development, and that the applying enterprise
can get a sufficient supply of cargo.

Article 9

In case multimode transport business is included in the scope of business of international freight forwarding operations as applied
for by an enterprise, the following conditions shall also be met with in addition to meeting with the conditions as prescribed in
Article 7 of the Regulations and in Articles 6, 7 and 8 of the present Detailed Rules:

Having been engaging in the relevant operations as listed in Article 32 of this Detailed Rules for over three years;

Having corresponding domestic and overseas agent networks; and

Having international freight forwarding bills of lading, which are registered and put on records at the Ministry of Commerce.

Article 10

An international freight forwarder shall, when applying for establishing each subsidiary, increase its registered capital by RMB 500,000
Yuan accordingly. If the enterprise’s registered capital has exceeded the minimum amount as prescribed in the Regulations (RMB 5
million Yuan for sea transport, RMB 3 million Yuan for air transport and RMB 2 million Yuan for land transport and express delivery),
the excess amount can be used as the capital increased for establishing the subsidiary.

Article 11

The “branch organs” as mentioned in the Regulations and the present Detailed Rules refer to the branch companies.

Chapter III Procedures for Examination and Registration

Article 12

To deal in international freight forwarding operations, it is imperative to obtain the International Freight Forwarder Approval Certificate
of the People’s Republic of China (hereinafter referred to as the Approval Certificate) issued by the Ministry of Commerce.

The entity applying for dealing in international freight forwarding operations shall submit the following documentation:

The application, specifying the name of the investors, explanations to the application qualification and the application project;

The feasibility study report, specifying basic information, qualification statement, current conditions, market analysis, business
forecasts, establishment program, economic budget and development budget, etc.;

Enterprise legal person business licenses (Photostat copies) of the investors;

The resolutions of the board of directors, the shareholders meeting or the general assembly of shareholders;

The Articles of Association (or draft) of the enterprises;

Information of major professionals (inclusive of educational experience, majors of study, work experiences, qualification certificates);

The credit standing certificates (capital verification reports of all the investors issued by accountant firms);

The agreement of capital contribution of investors;

The resume of the legal representative;

10.

The format of the international freight forwarding bill of lading (transport document);

11.

The letter of advance approval of enterprise name (Photocopy, issued by the administrative departments for industry and commerce);

12.

The international freight forwarder application form I (Attachment Form I); and

13.

Transaction clauses.

With the exception of Items (3) and (11), the above-mentioned documents shall all be submitted in their original texts and annexed
with official seals.

Article 13

The competent departments in charge of the trade sector shall make an examination of application projects, which shall include:

The necessity of establishing the project;

The authenticity and integrality of the application documents;

The qualifications of the applicants;

The credit standing of the applicants; and

The qualifications of the professionals.

Article 14

The competent local departments of commerce shall, after making examinations on the application projects, report to the Ministry of
Commerce the preliminary opinions (including the scope and areas of business, and the proportion of capital contributions of investors
as suggested for approval, etc.) and all the application documents according to the time as prescribed in paragraph 1 of Article
11 of the Regulations for examination and approval.

Article 15

In any of the following circumstances, the Ministry of Commerce shall reject the application and explain the reasons:

The documentation is incomplete;

The submission procedure is inconformity with the requirements; or

The Ministry of Commerce has circulated a notice, suspending the acceptance of applications for dealing in international freight forwarding
operations.

Article 16

In any of the following circumstances, the Ministry of Commerce shall give a reply of disapproval upon investigation and verification:

The applicant is not qualified for dealing in international freight forwarding operations;

The applicant has been engaging in illegal forwarding operational activities within 5 years from the date of submission, and has been
imposed a penalty by the administrative departments of the State;

The applicant purposely disguises or gives false information on submission information; or

Other conditions inconformity with the relevant principles of Article 5 of the Regulations.

Article 17

An applicant shall, upon receiving the official reply of approval from the Ministry of Commerce, within 60 days from the date of receiving
the reply, take the revised Articles of Association (original copy) of the enterprise, go to the Ministry of Commerce and obtain
the approval certificate upon the strength of the introductory letter of the competent local departments of commerce.

Article 18

An enterprise may apply for expansion of its business scope and areas one year after its establishment and dealing in international
freight forwarding operations. The competent local departments of commerce shall, upon examination, report to the Ministry of Commerce
for approval in accordance with the procedures as prescribed in Article 11 of the Regulations.

An enterprise may, one year after its establishment and dealing in international freight forwarding operations, and on the condition
of having built up a certain business scale, apply for establishing subsidiaries or branches. The enterprise shall present the opinions
of the competent local departments of commerce of the place where the enterprise is located (in case of Beijing-based enterprises
directly under the departments of the State Council, the letter of opinion solicitation from the Ministry of Commerce), file an application
with the local departments in charge of business affairs of the place (excluding cities directly under State planning) where the
branches or subsidiaries are to be located; in case of a city directly under State planning, the application shall be submitted to
the Ministry of Commerce for approval in accordance with the provisions of Article 14 of the present Detailed Rules. The business
scope of the branches or subsidiaries shall not go beyond that of its parent company or head office.

When setting up a non-commercial executive office, an international freight forwarder shall make submission to and put on the archival
files at the competent local department in charge of the trade sector at the place where the executive office is located and accept
administration.

Article 19

Where an enterprise files an application in accordance with paragraphs 1 and 2 of Article 18 of the present Detailed Rules, it shall
submit the following documents in addition to the relevant documentations as prescribed in Article 12 of the present Detailed Rules:

The original official reply on international freight forwarding operations (Photocopy);

The approval certificate (Photostat copy);

The business license (Photostat copy);

The Form II for the Application of International Freight Forwarders (Attachment Form II, Attachment Form I is for the establishment
of subsidiaries);

The operational situation report (inclusive of network construction);

The resumes of the legal representatives of subsidiaries or the executives of the branches; and

Registration form for annual examination of the previous year.

Article 20

Where an enterprise applies for establishing a subsidiary, the applicant shall, upon receipt of the affirmative reply and within ninety
days as of the date of the reply, present a legally valid capital verification report as well as the revised Articles of Association
(the original copy) of the enterprise after the head office has expanded the registered capital according to the provisions of Article
10 of the present Detailed Rules and go to the Ministry of Commerce to obtain the approval certificate upon the strength of the
introductory letter from competent local departments of commerce at the place where the branches are to be located.

Article 21

In case an applicant fails to go through formalities for obtaining the certificate within a prescribed time limit, or fails to start
business operation without justifiable reasons 180 days beyond the date of obtaining approval certificate, his qualification of dealing
in international freight forwarding operations will be invalidated automatically unless otherwise his application for extension has
been approved.

Article 22

The Ministry of Commerce may, on the basis of the development and overall arrangement of international freight forwarding industry,
decide to suspend accepting the application for dealing in international freight forwarding operations within a period of time or
take restrictive measures.

The Ministry of Commerce shall make announcement on the decisions made in pursuance of the preceding provisions.

Article 23

In case of any change with an international freight forwarder as follows, it shall report to the Ministry of Commerce for examination
and approval, and obtain a new approval certificate:

Name of the enterprise;

Type of the enterprise;

Equity relationship;

Decrease of the registered capital;

Business scope; or

Business areas.

In case of any of the following changes, it shall directly obtain another approval certificate after reporting and filing a record
with the Ministry of Commerce.

Mailing address or place of business;

Legal representatives;

Increase of the registered capital; or

Department directly subordinated.

Article 24

An international freight forwarder shall go though registration formalities upon strength of the approval certificate at the administrative
department for industry and commerce and customs.

No entity may, without obtaining the approval certificate, use the “international freight forwarding operation” or other wordings
identical or similar to the meaning thereof in its business license for industry and commerce.

Chapter IV Annual Examination and Change of Certificates

Article 25

The Ministry of Commerce shall implement a system of annual examination and change of certificates on international freight forwarders.

Article 26

The Ministry of Commerce shall be responsible for the annual examination on Beijing-based enterprises directly under the departments
of the State Council, and for the change of certificates of the international freight forwarders all over the country. The competent
local departments of commerce shall be responsible for the annual examination on the international freight forwarders within their
own districts (including the subsidiaries and branches established by enterprises directly under the departments of the State Council
and by enterprises from other localities).

Article 27

An international freight forwarder shall submit the annual examination registration form (Attachment III), capital verification report
and business license (Photocopy) to the competent local department of commerce (Beijing-based enterprises directly under the departments
of the State Council shall submit directly to the Ministry of Commerce) at the place where it is located before the end of March
each year and apply for annual examination.

The annual examination focuses on the examination of the management of the enterprises, and their compliance and implementation of
the Regulations and other relevant laws, regulations and rules. After the enterprises have passed the annual examination, the department
in charge of the trade sector shall add the seal of “passing the annual examination” to their approval certificates.

Article 28

The period of validity of the approval certificate is 3 years.

An enterprise shall, 60 days before the expiry of the period of validity of the approval certificate, file an application with the
competent local department of commerce for changing the certificate, in which process, the enterprise shall submit the following
documentation:

The registration form of certificate change application (Attachment Form IV);

The approval certificate (Original copy); and

The business license (Photocopy).

Article 29

In case an enterprise has passed the annual examination for three consecutive years, the competent local department of commerce shall
submit to the Ministry of Commerce the approval certificate 30 days before the expiration of its period of validity, and apply for
a new approval certificate.

Article 30

When an international freight forwarder applies for changing its certificate, the competent department in charge of the trade sector
shall make an examination of its operational qualification and situation and shall refuse to grant a new approval certificate in
any of the following circumstances:

Failing to comply with the provisions of Article 27 of this Detailed Rules;

Failing to punctually go through formalities for changing certificate;

Transferring shareholder’s rights without authorization; or

Changing of such major matters as the enterprise’s name, place of business, and registered capital without authorization and failing
to file a record for archival purposes in accordance with relevant provisions.

Article 31

In case an enterprise fails to change a new approval certificate due to its own reasons, its qualification for engaging in international
freight forwarding operations shall be invalidated automatically on expiration of its validity. The Ministry of Commerce shall make
announcement on the above-mentioned conditions. The administrative departments for industry and commerce shall write off the above-mentioned
enterprises or order them to go through the formalities for the alteration of their scope of business.

In case an enterprise, which has lost its qualification of dealing in international freight forwarding operations, desires to continue
with this business, it shall file another application in compliance with relevant provisions.

Chapter V Business Management

Article 32

An international freight forwarder may engage in management activities as an agent or independent operator. Its scope of business
shall include:

Canvassing cargo, booking space (including ship renting, plane chartering and cabin booking), consignment for shipment, warehousing
and packaging;

Supervision over cargo loading and unloading, container stuffing and dismantling, distribution, transit, and related short-distance
transport services;

Declarations to the customs, the commodity inspection and checking, and insurance purchases;

Making, signing and issuing relevant documents and bills, payment of transport fees, settlement and payment of incidental charges;

Freight forwarding of international items on display, personal effects and cargo passing through the territory of a country;

International multimodal transport, and container transport (including container assembling);

International express delivery (excluding personal letters); and

Consultation and other international freight forwarding operations.

Article 33

International freight forwarders shall engage in business activities in accordance with the business scope and areas as enumerated
in the approval certificates and business licenses.

Article 34

The Ministry of Commerce may, on the basis of the development of the respective industry, entrust the trade associations to formulate
the standard transaction clauses by referring to the international customs, and the international freight forwarders may refer to
them without the approval of the Ministry of Commerce. The international freight forwarders may formulate transaction clauses by
themselves, but they may not use it until the clauses have been put on record at the Ministry of Commerce.

Article 35

The international freight forwarders shall submit the business statistics to the competent departments in charge of the trade sector,
and be responsible for the truthfulness of the statistical numbers. The measures for the compilation of the business statistics shall
be separately prescribed by the Ministry of Commerce.

Article 36

The international freight forwarders shall, when accepting entrustment to handle relevant businesses as agents, sign written entrustment
agreement with the import or export consignees or consignors. The disputes arising between the two parties shall be settled on the
basis of the written agreement they signed.

An international freight forwarder shall, as an independent operator, when engaging in the relevant operations as prescribed in Article
32 of the present Detailed Rules, sign transport documents and bills to the owner of cargo. Should a business dispute occur with
the owner of cargo, it shall be settled on the basis of the transport documents and bills as signed by the enterprise. When a business
dispute occurs with the actual carrier, it shall be settled on the basis of the transport contract signed with the actual carrier.

Article 37

The international freight forwarding bill of lading used by the international freight forwarders shall be subject to a registration
and numbering system. All the international freight forwarding bills of lading signed and issued within the Chinese territory shall
be submitted by the international freight forwarders to the Ministry of Commerce for registration and indicate the approval number.

International freight forwarders shall strengthen management on their international freight forwarding bills of lading. No such bills
of lading may be lent. In case of loss or revision of the edition, it shall be reported to and put on the archival files at the Ministry
of Commerce in time.

The transfer of an international freight forwarding bill of lading shall meet the following provisions:

Straight bill of lading: transfer shall be prohibited;

Order bill of lading: to be transferred after endorsement in full or endorsement in blank;

Bearer bill of lading: no need to be endorsed before transfer.

The international freight forwarding bill of lading shall be subject to the system of liability insurance. Liability insurance shall
be covered by an insurance company upon approval of the People’s Bank of China.

Article 38

As an independent operator, the term of liability of an international freight forwarder shall begin from receiving cargos and end
on delivering them when it is performing or organizing international multimode transport. The basis for their undertaking liabilities,
limitations of liability, exemption conditions and preconditions for losing liability restrictions shall be specified in relevant
legal provisions.

Article 39

An international freight forwarder shall undertake international freight forwarding operations by the name and the serial number of
the enterprise as specified in the approval certificate, and shall print the name and serial number of the enterprise in major office
stationery and documents and bills.

Article 40

No international freight forwarder may use the registered capital within the prescribed scope for other purposes.

Article 41

No international freight forwarder may transfer any international freight forwarding operation right directly or in disguised form;
nor may it allow any other entity or individual to engage in international freight forwarding operations in the name of the international
freight forwarder or its business department; nor may it sign any agreement with entities who do not have the international freight
forwarding operation right to allow them to deal in international freight forwarding operations independently or jointly with it,
to collect agent fees, commissions or get other interests.

Article 42

An international freight forwarder may, as an agent, collect agent fees to the owners of cargo, and may also get commissions from
the car

PORT LAW

Port Law of the People’s Republic of China

(Adopted at the 3rd Meeting of the Standing Committee of the Tenth National People’s Congress on June 28, 2003 and
promulgated by Order No.5 of the President of the People’s Republic of China on June 28, 2003)

Contents

Chapter I General Provisions

Chapter II Port Planning and Construction

Chapter III Port Operation

Chapter IV Port Safety and Supervision

Chapter V Legal Responsibilities

Chapter VI Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted with a view to strengthening port administration, maintaining port safety and operational order,
protecting the legitimate rights and interests of the parties and promoting the construction and development of ports.

Article 2 This Law is applicable to the planning, construction, maintenance, operation and administration of ports and other
relevant activities.

Article 3 As used in this Law, the term “port” means a region comprising certain water and land areas, having the functions
for vessels to enter, leave, lie at anchor and moor, for passengers to embark and disembark, and for goods to be loaded, unloaded,
lightered and stored, and being equipped with the necessary dock facilities.

A port may consist of one or more port areas.

Article 4 The State Council and the local people’s governments at or above the county level concerned shall embody the requirements
of port development and planning in their plans of national economic and social development, protect and make rational use of the
port recourses in accordance with law.

Article 5 The State encourages economic organizations and individuals at home and abroad to invest in port construction and
operation in accordance with law, and protects the legitimate rights and interests of the investors.

Article 6 The competent department of communications under the State Council shall be in charge of the administration
of port affairs throughout the State.

The local people’s governments shall, in accordance with the regulations on the system for port administration formulated by the
State Council, decide on the administration of the port situated within their own administrative areas.

According to the port administration system decided on as prescribed in the preceding paragraph, for a port that comes under the
administration of the people’s government of the city or county where it is located, the said people’s government shall assign a
department to administer the port specifically; and for a port that comes under the administration of the people’s government of
a province, autonomous region, or municipality directly under the Central Government where it is located, the said people’s government
shall assign a department to administer the port specifically.

The departments assigned as per the provisions in the preceding paragraph to conduct specific port administration are hereinafter
referred to as port administration authorities in general.

Chapter II

Port Planning and Construction

Article 7 Port plans shall be drawn up in accordance with the requirements of national economic and social development and
the needs of national defense, shall embody the principle of rational use of the coastline resources, shall comply with the plans
for the network of cities and towns, and shall be connected and coordinated with the general plans for land use, general city plans,
river basin plans, flood-control plans, marine function divisions, waterway transport development plans, development plans for other
modes of transport and other relevant plans provided for by laws or administrative regulations.

In drawing up a port plan, specialists shall be invited to expound and prove it; and the effects on the environment shall be evaluated
in accordance with law.

Article 8 Port plans include port layout plans and port general plans.

A port layout plan means the plan for the geographical distribution of ports, embracing the national port layout plan and the port
layout plan of a province, autonomous region, or municipality directly under the Central Government.

A port general plan means the specific plan of one port for a given period of time, embracing the scope of water and land areas,
division of the port area, handling capacity and types of calling vessels, the character and functions of the port, use of water
and land areas, use of coastline for the construction of port facilities, allocation of land for construction, the order of construction
phases, etc.

The port general plan shall conform to the port layout plan.

Article 9 The national port layout plan shall be drawn up by the competent department of communications under the State Council
after consulting with the relevant departments under the State Council and the military authorities concerned and shall be promulgated
for implementation upon approval by the State Council.

With respect to the port layout plan of a province, autonomous region, or municipality directly under the Central Government, the
people’s government of the province, autonomous region, or municipality directly under the Central Government shall make arrangements
to draw it up on the basis of the national port layout plan and submit it to the competent department of communications under the
State Council for comments and suggestions. If the said department puts forward no suggestions for revision within 30 days from the
date it receives the plan submitted for its comments and suggestions, the port layout plan shall be promulgated for implementation
by the people’s government of the province, autonomous region, or municipality directly under the Central Government. If the competent
department of communications under the State Council considers the plan not in conformity with the national port layout plan, it
shall put forward its suggestions for revision within 30 days from the date it receives the plan. If the people’s government of the
relevant province, autonomous region, or municipality directly under the Central Government raises objections to the suggestions
for revisions, it shall report to the State Council for decision.

Article 10 A port general plan shall be drawn up by the port administration authority after consulting with the relevant departments
and the military authorities concerned.

Article 11 With respect to the general plan of a major port with an important geographical position, a relatively great handling
capacity and a fairly wide-spread effect on the economic development, the competent department of communications under the State
Council shall consult with the relevant departments under the State Council and the military authorities concerned, before it gives
approval to the plan in conjunction with the people’s government of the relevant province, autonomous region, or municipality directly
under the Central Government and promulgates it for implementation. The list of major ports shall be decided on and promulgated after
the competent department of communications under the State Council consults with the relevant departments under the State Council.

The people’s government of a province, autonomous region, or municipality directly under the Central Government shall decide on the
major ports located there after consulting with the competent department of communications under the State Council. The general plans
of the major ports shall be subject to approval and be promulgated for implementation by the people’s government of the province,
autonomous region, or municipality directly under the Central Government after consulting with the competent department of communications
under the State Council.

The general plans of the ports other than the ones as specified in the preceding two paragraphs shall be promulgated for implementation
upon approval by the people’s government of the city or county where the ports are located and shall be submitted to the people’s
government of the province, autonomous region, or municipality directly under the Central Government for the record.

The general plan of a port belonging to the category of the ports as specified in the first or second paragraph of this Article which
is drawn up by the port administration authority of the people’s government of a city or county shall be subject to examination and
agreement by the said people’s government before it is submitted for examination and approval.

Article 12 Revision of port plans shall be made in accordance with the procedures for formulating port plans.

Article 13 Where deep-water coastline is to be used for the construction of port facilities in the area covered by the port
general plan, the matter shall be subject to approval by the competent department of communications under the State Council together
with the department in charge of comprehensive and macro-economic regulation and control under the State Council. Where non-deep-water
coastline is to be used for the construction of port facilities, the matter shall be subjected to approval by the port administration
authority. However, where port coastline is to be used for the construction of a project which has been approved by the State Council
or the department in charge of comprehensive and macro-economic regulation and control under the State Council, there shall be no
need to go through the formalities of examination and approval separately for such use.

The standard of port deep-water coastlines shall be formulated by the competent department of communications under the State Council.

Article 14 Port construction shall conform to port plans. No port facilities shall be constructed at variance with port plans.

Article 15 With respect to port construction projects subject to approval by the relevant authorities according to State regulations,
the approval formalities shall be gone through in accordance with the relevant regulations of the State, and the projects shall conform
to the relevant national standards and technical specifications.

The effect exerted by port construction projects on the environment shall be evaluated in accordance with law.

Safety facilities and environmental protection facilities for port construction projects shall be designed, constructed and put into
use simultaneously with the principal parts of the projects.

Article 16 In port construction, land and water areas shall be used in conformity with the provisions of the laws and administrative
regulations concerning administration of land and of the use of sea areas, administration of the river courses and of the fairways
and administration of protection for military facilities, and other relevant laws and administrative regulations.

Article 17 Places in ports for handling dangerous cargoes and special places for sanitation and pest elimination shall conform
to the general plans of ports and the requirements of the State for safe production, protection against fire, inspection and quarantine,
and environmental protection; the distance between such places and densely-populated districts and the passenger transport facilities
in the port shall conform to the regulations of the relevant departments under the State Council; and such places shall be constructed
only after the relevant formalities are gone through in accordance with law and approval is given by the port administration authorities.

Article 18 Beacons and other auxiliary facilities shall be put up simultaneously with the construction of the port and their
putting into use on schedule shall be guaranteed.

The construction of office facilities for the relevant administrative authorities in the port shall conform to the port general plan,
and the expenses involved therefor shall not be apportioned among port operators.

Article 19 Upon completion of construction, port facilities shall be put into use only after they are checked and accepted
as qualified in accordance with the relevant regulations of the State.

The ownership of port facilities shall be determined in accordance with the provisions of relevant laws.

Article 20 The relevant people’s governments at or above the county level shall guarantee the necessary investment of funds
in the construction and maintenance of the port infrastructures for public use, such as the fairways, breakwaters and anchorages.
The specific measures thereof shall be formulated by the State Council.

Article 21 The relevant people’s governments at or above the county level shall take measures and make arrangements for the
construction of facilities subsidiary to the port, such as fairways, railways, roads, water supply and drainage, power supply and
telecommunications.

Chapter III

Port Operation

Article 22 Whoever intends to operate a port shall submit a written application to the port administration authority for a
port operation permit and register with the department for industry and commerce in accordance with law.

When granting permission for port operation, the port administration authority shall follow the principles of openness, impartiality
and fairness.

Port operations include the operations of dock and other port facilities, port services for passenger transport, cargo loading, unloading,
lightering and storing in the port area, and operations of tugs in port.

Article 23 Whoever intends to obtain a port operation permit shall have fixed business places and the necessary facilities,
equipment, professional technicians and managerial staff for the operations, and meet the other requirements provided for by laws
and regulations.

Article 24 The port administration authority shall make a decision whether to grant or not to grant permission within 30 days
from the date it receives the written application prescribed in the first paragraph of Article 22 of this Law. If it decides to grant
permission, it shall issue a port operation permit to the applicant. If it refuses to do so, it shall inform the applicant of the
fact in writing and give the reasons why.

Article 25 Whoever intends to engage in port tallying shall obtain a permit in accordance with relevant regulations. Permission
for port tallying shall be granted in adherence to the principles of openness, impartiality and fairness. The specific measures shall
be formulated by the competent department of communications under the State Council.

A port tallyman shall do the tallying impartially and accurately; and he shall not concurrently engage in the loading, unloading
and storing of cargoes as prescribed in the third paragraph of Article 22 of this Law.

Article 26 In conducting operational activities, a port operator shall abide by the relevant laws and regulations and the rules
governing port operations formulated by the competent department of communications under the State Council, perform in accordance
with law the obligations agreed upon in contracts, and provide clients with fair and fine services.

A port operator engaged in passenger transport shall take effective measures to ensure the passengers’ safety, provide them with
quick and convenient services and keep a good environment for them when waiting to board a ship.

A port operator shall, in accordance with the laws and regulations concerning environmental protection, take effective measures to
prevent and control pollution and hazards to the environment.

Article 27 A port operator shall give first priority to the materials for use in emergency, materials for relief of disasters
and materials urgently needed for the buildup of national defence.

Article 28 At his business place, a port operator shall publicize the items of services on which fees are charged and the service
rates. Unless publicized, they shall not be put into practice.

Where the rates of port operational fees are guided or fixed by the government in accordance with law, the port operator shall collect
fees according to the relevant regulations.

Article 29 The State encourages and protects fair competition in port operational activities.

A port operator shall not make a monopoly of the operation or conduct illegitimate competition and shall not by any means compel
another person to accept the port services he provides.

Article 30 The port administration authorities shall, in accordance with the provisions in the Statistics Law of the People’s
Republic of China and relevant administrative regulations, require the port operators to provide statistical data, the port operators
shall provide truthful data.

The port administrative authorities shall, in accordance with the relevant regulations of the State, submit the statistical data
provided by port operators to the authorities at a higher level without delay and shall keep the business secrets for the port operators.

Article 31 The legitimate rights and interests of the port operators are protected by law. No units or individuals may apportion
charges among the port operators or collect fees from them in violation of laws, or illegally interfere with the right of the port
operators to make their own decisions for their operation.

Chapter IV

Port Safety and Supervision

Article 32 A port operator shall, in accordance with the provisions in the Law of the People’s Republic of China on Work Safety
and other relevant laws and regulations and the provisions of the rules formulated by the competent department of communications
under the State Council concerning safe operation of ports, tighten supervision over safe production, establish sound rules and regulations
on the responsibility system for safe production, keep improving the conditions for safe production, take effective measures for
safe production and ensure safe production.

A port operator shall, in accordance with law, make its own contingency plans against accidents due to dangerous cargoes, emergency
plans for evacuation and rescue of passengers in a major accident due to lack of safe production and plans against natural disasters,
and shall ensure the implementation of the plans.

Article 33 A port administration authority shall formulate port contingency plan against accidents due to dangerous cargoes
in port that may jeopardize public interests, emergency plans for evacuation and rescue of passengers in a major accident due to
lack of safe production and plans against natural disasters, and shall establish a sound port emergency and rescue system major accidents
due to lack of safe production in port.

Article 34 Before a vessel enters or leaves a port, the matter shall be reported to the maritime administration authority in
accordance with the provisions in laws and administrative regulations concerning waterway traffic safety. After receiving the report,
the maritime administration authority shall, without delay, notify the port administration authority thereof.

Before a vessel carrying dangerous cargoes enters or leaves a port, the descriptions, characteristics and package of the cargoes
and the time of entry or departure shall be reported to the maritime administration authority in accordance with the regulations
of the competent department of communications under the State Council. After receiving the report, the maritime administration authority
shall make the decision whether to grant approval or not within the time limit specified by the competent department of communications
under the State Council and notify the reporter and the port administration authority of the decision. However, fixed vessels navigating
along fixed routes and carrying fixed categories of cargoes may make the report on a regular basis.

Article 35 Before loading, unloading and lightering dangerous cargoes in a port area, the descriptions, characteristics and
package of the cargoes and the time and place for the operations shall be reported to the port administration authority in accordance
with the regulations of the competent department of communications under the State Council. After receiving the report, the said
authority shall make the decision whether to grant approval or not within the time limit specified by the competent department of
communications under the State Council and notify the reporter and the maritime administration authority of the decision.

Article 36 A port administration authority shall, in accordance with law, conduct supervision and inspection of safe production
in the port and maintain patrol of key docks where masses of passengers embark and disembark or relatively large quantities of cargoes
are loaded and unloaded, or which are used for special purposes. If hidden dangers threatening safety are found during inspection,
it shall instruct the party under inspection to eliminate, immediately or within a time limit, such dangers.

The department in charge of supervision of safe production and other departments concerned shall, within the limits of their respective
duties, conduct supervision and inspection of safe production in the port in accordance with the provisions of laws and regulations.

Article 37 Aquaculture and planting in the water area of a port is prohibited.

Excavation, demolition and other activities in a port area that may threaten port safety are prohibited; but where such activities
are really needed for construction or other purposes, the necessary protective measures for safety shall be taken and the activities
shall be reported to the port administration authority for approval; and where, according to the provisions of the laws and administrative
regulations concerning waterway traffic safety, approval by the maritime administration authority is required, such activities shall,
in addition, be reported to the said authority for approval.

Dumping of soil and sand and stone into the water area of a port and discharging of noxious and harmful substances in excess of the
specified norms in violation of laws and regulations concerning environmental protection are prohibited.

Article 38 With respect to the construction of bridges, submarine tunnels, hydropower stations and other projects that may
change the hydrologic conditions of a port, the department responsible for examination and approval of such projects shall consult
with the port administration authority beforehand.

Article 39 With respect to vessels which need be piloted into or out of a port in accordance with the laws and administrative regulations
concerning waterway traffic safety, an application for pilotage shall be submitted to the pilotage authority. The specific measures
for pilotage shall be formulated by the competent department of communications under the State Council.

Article 40 In conditions where passengers and cargoes are held up so that the port is blockaded, the port administration authority
shall take effective measures in time to regulate the flow of passengers and cargoes; and when it deems it necessary, the people’s
government of the city or county where the port is located may directly take measures to do so.

Article 41 The port administration authority shall take charge of the formulation of the charter of the port under its
administration and make the charter known to the public.

The contents of the port charter shall include the descriptions of the port’s geographical position, fairway conditions, harbor depth,
mechanical equipment, cargo handling capacity, etc., together with the specific measures taken by this port for the implementation
of laws and regulations concerning port administration and the relevant regulations of the competent department of communications
under the State Council.

Article 42 The port administration authority shall supervise and inspect the implementation of this Law in compliance with
its duties.

When exercising supervision and inspection in accordance with law, the supervisors or inspectors from the port administration authority
shall have the right to ask the unit under inspection and the individuals concerned for relevant information and to look up and duplicate
relevant materials.

The supervisor or inspector shall keep confidential the business secrecies learnt during inspection.

The supervisor or inspector shall produce his law-enforcement papers when exercising supervision and inspection.

Article 43 The supervisor or inspector shall keep a written record of the time, place and items of supervision and inspection,
the problems found, and the solutions thereof, and the record shall be signed by the supervisor or inspector and the person in charge
of the unit under inspection. Where the person in charge of the unit under inspection refuses to sign, the supervisor or inspector
shall put such refusal on record and report it to the port administration authority.

Article 44 The unit under inspection and individuals concerned shall accept the supervision and inspection conducted by the
port administration authority in accordance with law, truthfully provide the relevant information and materials and shall not refuse
to accept inspection, conceal the relevant information and materials, or provide false information and materials.

Chapter V

Legal Responsibilities

Article 45 Whoever commits one of the following acts shall be instructed by the local people’s government at or above the county
level or by the port administration authority to rectify within a time limit; if he fails to do so at the expiration of the time
limit, the authority that makes the decision for rectification within a time limit shall apply to the people’s court for compulsory
demolishing of the facilities constructed in violation of law; and a fine of not more than RMB 50,000 yuan may be imposed on him:

(1) constructing a port, dock or other port facilities at variance with port plans; or

(2) using port coastlines in the construction of port facilities without obtaining approval in accordance with law.

Where the department in charge of examination and approval of construction projects grants approval to the construction of a project
at variance with port plans, the persons directly in charge and the other persons directly responsible shall be given administrative
sanctions in accordance with law.

Article 46 Whoever, without obtaining approval in accordance with law, has places constructed in a port for handling dangerous
cargoes or special places constructed for sanitation and pest elimination, or fails to keep the distance between the said places
and the densely-populated districts or the passenger transport facilities in the port in conformity with the regulations of the relevant
departments under the State Council shall be instructed by the port administration authority to stop their construction or use and
to rectify within a time limit and may be imposed a fine of not more than 50,000 yuan.

Article 47 Whoever puts into use the handling facilities or passenger transport facilities which are not checked and accepted
as qualified shall be instructed by the port administration authority to stop their use and to rectify within a time limit and may
be imposed a fine of not more than 50,000 yuan.

Article 48 Whoever commits one of the following acts shall be instructed by the port administration authority to stop the illegal
operation, and his illegal gains shall be confiscated; where the illegal gains exceed 100,000 yuan, he shall, in addition, be fined
not less than two times but not more than five times the illegal gains; and where the illegal gains are less than 100,000 yuan, he
shall be fined not less than 50,000 yuan but not more than 200,000 yuan :

(1) engaging in port operation without obtaining a port operation permit in accordance with law;

(2) engaging in port tallying without obtaining permission in accordance with law; or

(3) in the case of a port tallyman, concurrently engaging in loading, unloading or storing cargoes.

For a person who commits the act specified in Sub-paragraph (3) of the preceding paragraph, if the circumstances are serious, his
port tallying permit shall be revoked by the relevant competent authority.

Article 49 Where a port operator does not give first priority to the materials for use in emergency, materials for relief of
disasters and materials urgently needed for the buildup of national defence, he shall be instructed by the port administration authority
to rectify; and if the consequences are serious, his port operation permit shall be revoked by the authority.

Article 50 Where a port operator, in violation of the provisions of relevant laws and administrative regulations, makes a monopoly
of the operation or conduct illegitimate competition, he shall bear legal responsibility in accordance with the provisions of relevant
laws and administrative regulations.

Article 51 Where a port operator violates of the provisions in Article 32 of this Law concerning safe production, he shall,
in accordance with law, be sanctioned by the port administration authority or other departments charged with the duty of supervising
safe production in accordance with law; if the circumstances are serious, the port administration authority shall revoke his port
operation permit and shall punish the principal leading member in accordance with law; and if a crime is constituted, the offender
shall be investigated for criminal responsibility in accordance with law.

Article 52 Where, before entering or leaving a port, a vessel fails to report to the maritime administration authority in accordance
with the provisions in Article 34 of this Law, the said authority shall impose a punishment according to the provisions in the laws
and administrative regulations concerning waterway traffic safety.

Article 53 Whoever fails to report to and obtain approval from the port administration authority in accordance with law before
loading, unloading and lightering dangerous cargoes in a port area shall be instructed by the port administration authority to stop
the operation and shall be fined not less than 5,000 yuan but not more than 50,000 yuan.

Article 54 Whoever engages in aquiculture or planting in the water area of a port shall be instructed by the maritime administration
authority to rectify within a time limit; if he fails to do so at the expiration of the time limit, the cultivation

PROVISIONS ON ADMINISTRATION OF FOREIGN INVESTMENT IN INTERNATIONAL MARITIME TRANSPORTATION

Provisions on Administration of Foreign Investment in International Maritime Transportation

(Promulgated by Decree No. 1 of the Ministry of Communications and the Ministry of Commerce on March 2nd, 2004, and effective as of
June 1st, 2004)

Article 1 These Provisions are formulated in accordance with the Regulations of the People s Republic of China on International Maritime
Transportation (hereinafter referred to as the Maritime Transportation Regulations) and the relevant laws and administrative regulations
of the People s Republic of China on foreign investment, for the purposes of regulating the establishment of foreign-funded enterprises
by foreign investors to engage in international maritime transportation business and auxiliary business relating thereto and safeguarding
the lawful rights and interests of Chinese and foreign investors.

Article 2 These Provisions are applicable to the investment in and operation of international maritime transportation business and auxiliary
businesses relating thereto (hereinafter referred to as international maritime transportation) by foreign investors within the territory
of China.

Article 3 The Ministry of Communications and the Ministry of Commerce of the People s Republic of China as well as their authorized agencies
are responsible for the approval and administration of the establishment of foreign-funded enterprises within the territory of the
People s Republic of China by foreign investors to engage in international maritime transportation.

Article 4 With the approval of the Ministry of Communications and the Ministry of Commerce, a foreign investor may invest in and operate international
maritime transportation in the following forms:

(1) to establish a Chinese-foreign equity joint venture or a Chinese-foreign contractual joint venture to engage in international
shipping services, international shipping agency services, international ship management services, loading and unloading of international
shipments and international maritime container freight station and container yard services;

(2) to establish a Chinese-foreign equity joint venture, a Chinese-foreign contractual joint venture or a wholly foreign-owned enterprise
to engage in international maritime cargo warehousing services;

(3) to establish a Chinese-foreign equity joint venture, a Chinese-foreign contractual joint venture or a wholly foreign-owned enterprise
to offer routine services for the vessels owned or operated by the investor.

Article 5 A foreign-funded international shipping enterprise to be established shall meet the following conditions:

(1) having vessels suitable for employment in international maritime transportation, among which there must be vessels of Chinese
nationality;

(2) vessels under employment shall be in compliance with the technical standards for maritime traffic safety as set forth by the State;

(3) having bills of lading, passenger tickets or multimodal transportation documents;

(4) having senior executives with the professional qualifications as set forth by the Ministry of Communications;

(5) in case of establishing a Chinese-foreign equity joint venture or a Chinese-foreign contractual joint venture, the proportion
of investment made by foreign investors shall not exceed 49%;

(6) the chairperson of the board of directors and the general manager shall be appointed by the Chinese side after consultation between
the both sides;

(7) other conditions specified by laws or administrative regulations.

Article 6 Where anyone is to establish a foreign-funded enterprise to engage in international shipping services, it shall firstly make an
application to the Ministry of Communications in accordance with the provisions of the Maritime Transportation Regulations and the
Implementing Rules of the Regulations of the People s Republic of China on International Maritime Transportation (hereinafter referred
to as the Implementing Rules of the Maritime Transportation Regulations); if such application is approved by the Ministry of Communications,
the applicant shall, in accordance with the laws and administrative regulations on foreign investment of the State and on the strength
of the approval document issued by the Ministry of Communications, go through the approval procedures for establishing a foreign-funded
enterprise with the Ministry of Commerce by submitting the documents specified in Article 15 of these Provisions and obtain the Approval
Certificate for Foreign-funded Enterprise.

The applicant shall, by presenting the approval document issued by the Ministry of Communications, the Approval Certificate for Foreign-funded
Enterprise issued by the Ministry of Commerce and other relevant documents, go through the industrial and commercial registration
formalities with the administrative department for industry and commerce according to law and obtain the business license.

After the establishment of a foreign-funded international shipping enterprise, the applicant shall, by presenting the business license
issued by the administrative department for industry and commerce, apply to the Ministry of Communications for obtaining the Permit
for Operation of International Shipping Services. Only those that have obtained such Permit may engage international shipping services.

Aticle 7 A foreign-funded international shipping agency enterprise to be established shall meet the following conditions:

(1) having at least two senior executives with no less than three years experience in international maritime transportation business
operations. The term senior executives refers to Chinese citizens who have secondary or higher technical or academic post_titles and
serve as department managers or above in enterprises engaging in international maritime transportation business or the auxiliary
business relating thereto;

(2) having a fixed place of business and necessary business facilities, including the ability to have electronic data interchange
(EDI) with ports, the Customs and other departments;

(3) in case of establishing a Chinese-foreign equity joint venture or a Chinese-foreign contractual joint venture, the proportion
of investment made by foreign investors shall not exceed 49%;

(4) other conditions specified by laws or administrative regulations.

Article 8 Where anyone is to establish a foreign-funded enterprise to engage in international shipping agency services, it shall firstly make
an application to the Ministry of Communications in accordance with the provisions of the Maritime Transportation Regulations and
the Implementing Rules of the Maritime Transportation Regulations; if such application is approved by the Ministry of Communications,
the applicant shall, in accordance with the laws and administrative regulations on foreign investment of the State and on the strength
of the approval document issued by the Ministry of Communications, go through the approval procedures for establishing a foreign-funded
enterprise with the Ministry of Commerce by submitting the documents specified in Article 15 of these Provisions and obtain the Approval
Certificate for Foreign-funded Enterprise.

After the establishment of a foreign-funded international shipping agency enterprise, the applicant shall, by presenting the business
license issued by the administrative department for industry and commerce, apply to the Ministry of Communications for obtaining
the Registration for Operation of International Shipping Agency Services. Only those that have obtained such Registration may engage
international shipping agency services.

Article 9 A foreign-funded international ship management enterprise to be established shall meet the following conditions:

(1) having at least two senior executives with no less than three years experience in international maritime transportation business
operations;

(2) having staff members in possession of master s or chief engineer s documents of competence that are commensurate with the types
of vessels under their management and the navigation zones;

(3) having the equipment or facilities commensurate with the international ship management services.

Article 10 Where anyone is to establish a foreign-funded enterprise to engage in international ship management services, it shall firstly make
an application to the Ministry of Communications in accordance with the provisions of the Maritime Transportation Regulations and
the Implementing Rules of the Maritime Transportation Regulations; if such application is approved by the Ministry of Communications,
the applicant shall, in accordance with the laws and administrative regulations on foreign investment of the State and on the strength
of the approval document issued by the Ministry of Communications, go through the approval procedures for obtaining the Approval
Certificate for Foreign-funded Enterprise with the competent commerce administration department of the people s government of the
province where such enterprise is to be located by submitting the documents specified in Article 15 of these Provisions.

After the establishment of a foreign-funded international ship management enterprise, the applicant shall, by presenting the business
license issued by the administrative department for industry and commerce, apply to the competent communications administration department
of the people s government of the province where such enterprise is located for obtaining the Registration for Operation of Auxiliary
Businesses Relating to International Maritime Transportation. Only those that have obtained such Registration may engage in international
ship management services.

Article 11 Where anyone is to establish a foreign-funded enterprise to engage in international maritime container freight station and container
yard services or international maritime cargo warehousing services, it shall firstly make an application to the Ministry of Communications
in accordance with the provisions of the Maritime Transportation Regulations and the Implementing Rules of the Maritime Transportation
Regulations; if such application is approved by the Ministry of Communications, the applicant shall, in accordance with the laws
and administrative regulations on foreign investment of the State and on the strength of the approval document issued by the Ministry
of Communications, go through the approval procedures for obtaining the Approval Certificate for Foreign-funded Enterprise with the
competent commerce administration department of the people s government of the province where such enterprise is to be located by
submitting the documents specified in Article 15 of these Provisions.

After the establishment of a foreign-funded enterprise engaging in international maritime container freight station and container
yard services or international maritime cargo warehousing services, the applicant shall, by presenting the business license issued
by the administrative department for industry and commerce, apply to the competent communications administration department of the
people s government of the province where such enterprise is located for obtaining the Registration for Operation of Auxiliary Businesses
Relating to International Maritime Transportation. Only those that have obtained such Registration may engage in the relevant services.

The establishment of a foreign-funded enterprise engaging in loading and unloading of international shipments shall be governed by
the relevant provisions of the State.

Article 12 Where an established foreign-funded enterprise applies to add international maritime transportation business or the auxiliary business
relating thereto to its business scope, it shall go through the corresponding formalities in accordance with the procedures for establishing
a foreign-funded enterprise engaging in specific international maritime transportation businesses set forth in these Provisions.

Where an established foreign-funded enterprise engaging in international maritime transportation is to establish branches, it shall
go through the corresponding formalities with the Ministry of Communications and the Ministry of Commerce or their authorized agencies
in accordance with the laws and administrative regulations on foreign investment of the State, the Maritime Transportation Regulations
and the Implementing Rules of the Maritime Transportation Regulations.

Where an established foreign-funded enterprise engaging in international maritime transportation is to modify the essential contents
such as investment contribution, structure of the shares or scope of business of its contact of joint venture or articles of association,
it shall go through the corresponding formalities with the Ministry of Commerce or its authorized agencies in accordance with the
laws and administrative regulations on foreign investment of the State. Any modification to the matters specified in Article 21 of
the Implementing Rules of the Maritime Transportation Regulations shall be filed with the Ministry of Communications for the record.

Article 13 A foreign company engaging in shipping may establish a Chinese-foreign equity joint venture, Chinese-foreign contractual joint venture
or wholly foreign-owned enterprise to offer such routine services as canvassing of cargoes, issuance of bills of lading, settlement
of freight and signing of service contracts for the vessels owned or operated by investors. The procedures for establishment application
of such an enterprise shall be governed by the relevant provisions jointly issued by the Ministry of Communications and the Ministry
of Commerce on approval of establishment of wholly foreign-owned shipping companies.

Article 14 Where a foreign-funded enterprise within the territory of China is to engage in non-vessel-operating services, it shall, in accordance
with the provisions of the Maritime Transportation Regulations and the Implementing Rules of the Maritime Transportation Regulations,
make an application to the Ministry of Communications for registration and obtaining the Registration of Non-vessel-operating Services
Qualification, and go through the approval formalities with the Ministry of Commerce in accordance with the relevant laws and administrative
regulations on foreign investment of the State.

Article 15 Where an applicant makes an application to the Ministry of Communications, it shall submit the documents specified in the Maritime
Transportation Regulations and the Implementing Rules of the Maritime Transportation Regulations. Where an applicant makes an application
to the Ministry of Commerce or its authorized agencies, he shall submit the following documents:

(1) the letter of application;

(2) the feasibility study report;

(3) the contract of the joint venture and the articles of association of the company (in case of a wholly foreign-owned company, the
articles of association of the company only);

(4) the registration certificate and credit-standing certificate of investors;

(5) the identity certification of the chairperson of the board of directors and the general manager of the enterprise to be established;

(6) other documents required by laws or administrative regulations.

Article 16 These Provisions are mutatis mutandis applicable to the establishment of enterprises engaging in international maritime transportation
and the auxiliary services relating thereto in other provinces, autonomous regions or municipalities directly under the Central Government
by the investors form Hong Kong Special Administrative Region, Macao Special Administrative Region or Taiwan region.

Article 17 In accordance with the relevant provisions of the Mainland and Hong Kong Closer Economic Partnership Arrangement, the Mainland and
Macao Closer Economic Partnership Arrangement and their Annexes, from January 1st, 2004, service suppliers from Hong Kong or Macao
may established a wholly Hong Kong or Macao-owned enterprise in Chinese mainland to engage in international ship management services,
international maritime cargo warehousing, international maritime container freight station and container yard services, and non-vessel-operating
services; they may also establish a wholly Hong Kong or Macao-owned shipping company in Chinese mainland to offer such routine services
as canvassing of cargoes, issuance of bills of lading, settlement of freight and signing of service contracts for their owned or
operated vessels.

Article 18 The Ministry of Communications and the Ministry of Commerce are responsible for the interpretation of these Provisions.

Article 19 These Provisions shall take effect as of June 1st, 2004.

12 Page 1 of 2

Real Estate

TRIAL MEASURES FOR ENTERPRISE ANNUITY

NOTICE OF CHINA SECURITIES REGULATORY COMMISSION ON THE RELEVANT ISSUES CONCERNING THE REGULATION OF ACTS OF TRANSFERRING ACTUAL CONTROLLING...

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON FURTHER STRENGTHENING THE TAX ADMINISTRATION OF FOREIGN CONTRACTORS

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON PRINTING AND DISTRIBUTING THE FORM FOR THE DECLARATION OF INCOME TAX OF THE FOREIGN INVESTMENT ENTERPRISES AND FOREIGN ENTERPRISES

REGULATION ON WORK SAFETY LICENSES

THE INTERIM PROVISIONS CONCERNING ESTABLISHMENT OF MEETING AND EXHIBITION COMPANY ON FOREIGN BUSINESSMAN INVESTMENT

MEASURES FOR THE ADMINISTRATION OF FOREIGN INSURANCE INSTITUTIONS’ REPRESENTATIVE OFFICES IN CHINA

CIRCULAR OF THE PEOPLE’S BANK OF CHINA CONCERNING THE RELATED MATTERS ON THE ADJUSTMENT OF THE INTER-BANK LENDING TERM FOR DEPOSIT FINANCIAL INSTITUTIONS

SUPPLEMENTARY PROVISIONS ON THE ADMINISTRATION OF FOREIGN INVESTMENT IN ROAD TRANSPORT SECTOR

DETAILED RULES FOR IMPLEMENTATION OF REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF INTERNATIONAL FREIGHT FORWARDING INDUSTRY

PORT LAW

PROVISIONS ON ADMINISTRATION OF FOREIGN INVESTMENT IN INTERNATIONAL MARITIME TRANSPORTATION

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7