GUIDELINES FOR EXAMINATION AND APPROVAL OF THE ESTABLISHMENT OF LOAN COMPANIES

Circular of China Banking Regulatory Commission Concerning the Printing and Distribution of the Guidelines for Examining and Approving
the Establishment of Loan Companies

Yin Jian Fa [2007] No. 9

Each banking regulatory bureau:

With a view to doing a good job in the pilot work of adjusting and relaxing the policies for banking financial institutions to enter
into rural areas, and further specifying the procedures for establishing loan companies and the requirements for application materials,
China Banking Regulatory Commission (hereinafter referred to as CBRC) has constituted the Guidelines for Examining and Approving
the Establishment of Loan Companies according to the Provisions of China Banking Regulatory Commission on the Procedures for the
Implementation of Administrative Licenses, Some Opinions of China Banking Regulatory Commission about Adjusting and Relaxing the
Policies for Banking Financial Institutions to Enter into Rural Areas for Better Supporting the Construction of New Socialist Countryside,
and the Interim Provisions on the Administration of Loan Companies, which are hereby printed and distributed to you, please implement
them earnestly in light of your actualities.

All the banking regulatory bureaus shall promptly forward this Circular to all the banking regulatory sub-bureaus, commercial banks
and rural cooperative banks within their respective jurisdictions. Any problem encountered during the establishing process shall
be reported to the CBRC in a timely manner.

China Banking Regulatory Commissio

January 22, 2007

Guidelines for Examination and Approval of the Establishment of Loan Companies

In accordance with the Provisions of China Banking Regulatory Commission on the Procedures for Implementing Administrative Licenses,
Some Opinions of China Banking Regulatory Commission on Adjusting and Relaxing the Policies for Banking Financial Institutions to
Enter into Rural Areas for Better Supporting the Construction of New Socialist Countryside, and the Interim Provisions on Administering
Loan Companies, the guidelines for examining and approving the establishment of limited liability loan companies (hereinafter referred
to as loan companies) by domestic commercial banks and rural cooperative banks (hereinafter referred to as investors) in rural areas
are hereby given as follows:

Major Points for the Work of Establishment

(1)

Main work on applying for preparatory establishment

(a)

Determining the investor: the investor with main indicators on prudent supervision satisfying the supervisory requirements may conduct
the preparatory establishment after communicating with the banking regulatory bureau at the locality of the loan company to be established.

(b)

Fulfilling legal formalities: an investor intending to set up a loan company shall convene a meeting of the board of directors and
the general meeting of shareholders (representatives) for deliberating and forming related resolutions on establishing the loan company,
and the investor or the preparatory establishment group authorized thereby (hereinafter referred to as the applicant) shall fulfill
the related resolutions on the establishment duties.

(c)

Forming the preparatory establishment scheme: an applicant intending to set up a loan company shall conduct a feasibility analysis
and study the related conditions about the place where the loan company is to be set up, and constitute a preparatory establishment
scheme.

(d)

Approving the name in advance: an applicant shall submit an application form for advance approval of the enterprise name to the administrative
department for industry and commerce that possesses the power to verify enterprise names.

(e)

Applying for the preparatory establishment: after the preparatory establishment has been accomplished, the applicant shall apply for
preparatory establishment to the banking regulatory bureau. Where an applicant is located within the jurisdiction of the banking
regulatory sub-bureau at the locality of the loan company to be set up, the banking regulatory sub-bureau shall, upon acceptance
and preliminary examination of the application, submit the preliminary examination opinions and all the application materials to
the banking regulatory bureau for examination and decision within 20 working days. The banking regulatory bureau shall make a written
decision on approval or disapproval within 4 months as of its receipt of a complete set of the application materials. Where an applicant
is located within the jurisdiction of the banking regulatory bureau at the locality of the loan company to be established, its preparatory
establishment application shall be accepted, examined and decided by the banking regulatory bureau.

(2)

Main work on applying for business commencement

(a)

Assessing the capital: after registered capital has contributed enough by the investor, the applicant shall hire the intermediary
institution to conduct the capital assessment and issue a capital assessment report.

(b)

Drafting out the articles of association and multifarious rules: the applicant shall, as required by the banking supervisory and regulatory
organ , draft out the articles of association in light of its actual situation, and multifarious internal management rules including
those for credit loans, finance, and audit, etc. of the loan company.

(c)

Applying for starting business commencement: after the preparatory establishment is accomplished, where an applicant is located within
the jurisdiction of the banking regulatory sub-bureau at the locality of the loan company to be set up, it shall apply for business
commencement to the banking regulatory sub-bureau, and the banking regulatory sub-bureau shall accept, examine preliminary and then
make a written decision on approval or disapproval within 2 months as of is receipt of a complete set of the application materials.
Where an applicant is located within the jurisdiction of the banking regulatory bureau at the locality of the loan company to beset
up, it shall apply for business commencement to the banking regulatory bureau, and its application for business commencement shall
be accepted, examined and decided by the banking regulatory bureau.

After receiving the documents on approval of business commencement, an applicant shall obtain a financial license from the banking
regulatory sub-bureau or banking regulatory bureau within the prescribed time limit, and go through registration formalities at and
obtain a business license from the local administrative department for industry and commerce in accordance with the related provisions.
In case the financial license, business license, vouchers, seals, and tablets, etc. are not all in place, the loan company shall
not start business, and shall not conduct any business before going through registration formalities at and obtaining a business
license from the local administrative department for industry and commerce. An applicant shall make an advance report on the date
to start business for the loan company to the local banking supervisory and regulatory organ.

(3)

Submission procedures and formats requirements

(a)

Where an applicant sets up a loan company within the jurisdiction of the banking regulatory sub-bureau at the locality of the company
to be set up, the application for preparatory establishment shall be mainly submitted to the banking regulatory bureau, and copied
to the banking regulatory sub-bureau. The banking regulatory sub-bureau shall accept, and preliminarily examine the application,
and the banking regulatory bureau shall examine and decide it. If an applicant intends to set up a loan company within the jurisdiction
of the banking regulatory bureau at the locality of the company to be set up, the application for preparatory establishment shall
be submitted mainly to the banking regulatory bureau to be accepted, examined and decided.

Where an applicant sets up a loan company within the jurisdiction of the banking regulatory sub-bureau at the locality of the company
to beset up, the application for business commencement shall be submitted mainly to the banking regulatory sub-bureau to be accepted,
examined and decided. Where an applicant intends to set up a loan company within the jurisdiction of the banking regulatory bureau
at the locality of the company to beset up, the application for business commencement shall be submitted mainly to the banking regulatory
bureau to be accepted, examined and decided.

(b)

The loose-leaf binding method shall be employed for application materials, and the paper shall be standard A4 size (except for providing
historical documents of originals). On the cover and side face of the application materials, the words of “Application Materials
for the Preparatory Establishment of XX Loan Company” or “Application Materials on Business commencement for XX Loan Company” shall
be marked, and the application materials shall be drawn in small font 3 style of imitation Song typeface GB2312 in Simplified Chinese,
and be printed on both sides in general. There shall be obvious isolation marks between every part of application materials, which
shall accord with the catalogue and page number.

(c)

The application materials shall be submitted in duplicate, one for the acceptance organ, and the other for the decision-making organ.
Where the acceptance organ and the decision-making organ are the same one, only one copy of application materials needs to be submitted.

Establishment Requirements

(1)

Institution nature: a loan company is a limited liability company solely set up by a domestic investor and exclusively engaging in
the loan business.

(2)

Institution name: a loan company set up within a county (city) shall be named as “XX County (City) XX (trade name) Loan Company of
Limited “, and its branch shall be named as “XX County (City) XX (trade name) Loan Company of Limited XX Branch Company” (The trade
name may be the abbreviated form of a banking institution).

(3)

Archival filing of the senior managers: the archival filing of the senior managers of a loan company established newly shall be carried
out along with the application for business commencement of the institution.

(4)

The banking regulatory bureau may constitute specific detailed rules for implementation according to the present Guidelines and in
light of its local situation, and report them to the CBRC for archival purpose.

Essential Examining Points

The banking regulatory bureau and the banking regulatory sub-bureau shall intensify the guidance to the establishment of loan companies,
conduct examination on preparatory establishment and business commencement strictly according to the standards and procedures for
preparatory establishment, and shall mainly examine the acceptance situation, the integrity of application materials, the accomplishment
of various work within the preparatory establishment period, and whether the provisioned conditions for establishment have been satisfied,
etc. More attention shall be paid to the following contents for examination:

(1)

Application materials for preparatory establishment

(a)

Whether the materials are integrated, and whether their formats conform to the requirements.

(b)

Whether the institution to be set up satisfies the provisioned conditions, and whether the feasibility analysis has been carried out
abundantly.

(c)

Whether the investor has the investment qualification, and whether the related resolutions as adopted by the board of directors and
the general meeting of shareholders (representatives) and legal formalities as fulfilled by such resolutions conform to the related
laws and regulations.

(d)

Whether the contents of the preparatory establishment scheme are integrated, the procedures conform to the requirements, and the scheme
is reasonable and doable.

(2)

Application materials for business commencement

(a)

Whether the application materials for business commencement are integrated and their formats conform to the requirements.

(b)

Whether the contents in the draft of the articles of association are integrated and conform to the related laws and regulations.

(c)

Whether the contents in the preparatory establishment report are specific and complete.

(d)

Whether the contents in the capital assessment report are complete and the attachments are complete.

(e)

Whether the qualification of the statutory capital assessment institution is legal and valid.

(f)

Whether any senior management personnel have bad records.

(g)

Whether the professionals have corresponding professional knowledge and professional work practice.

(h)

Whether the certification materials about business place and the safety facilities are all ready.

Related Requirement for the Pilot Period

(1)

The banking regulatory bureau shall, in accordance with the requirements on the implementation scheme for pilot work, take charge
of organizing and accelerating the pilot work and determining the investor. For the purpose of facilitating the reinforcement of
guidance by the CBRC, the banking regulatory bureau shall report the feasibility study report and the preparatory establishment scheme
of the pilot institution to the CBRC for archival filing before accepting a preparatory establishment application.

(2)

The banking regulatory bureau and the banking regulatory sub-bureau shall reinforce guidance and coordination, improve work efficiency,
actively accelerate the establishment process, urge the applicant to take time to complete various kinds of establishment work, and
make pilot institutions start business as soon as possible.

(3)

The banking regulatory bureau shall grasp the conditions on the establishment of loan companies in an all-around way, intensify investigation
and study, seriously sum up experiences and lessons, and feed back the CBRC any new circumstance and issue faced in the establishment
work in a timely manner.

Affix:
Catalogue of Application Materials for Establishing Loan Companies

Application Materials for Preparatory Establishment

(1)

An application form for preparatory establishment: it shall state the nature, organizational form, post_title, business scope, registered
capital and domicile of the institution to be set up, whether the investor conforms with the investment requirements, the fulfillment
of related legal formalities, as well as the accomplishment of the preparatory establishment work.

(2)

A feasibility study report: it shall cover information on local economic and financial development, local agricultural economic development,
feasibility and necessity for establishing the loan company, market prospect analysis, future business development programming (covering
the forecast of asset scale, profit-making situation, outlet layout, target clients, loan coverage, non-performing loans ratio, capital
adequacy ratio, adequacy ratio of loan loss provisions and so on for the three since starting the business of the institution), and
the financial risk analysis ( for instance, the of asset quality, loss and insufficiency of capital adequacy ratio and so on.) upon
business commencement.

(3)

The preparatory establishment precept including the organization and direction of preparatory establishment work, registered capital,
organizational and management framework (whether the board of directors or the board of supervisors will be set up ), quantity of
senior management personnel, establishment of departments and professionals, plan for drafting main management rules, preparatory
establishment procedures and the time arrangements, etc.

(4)

Photocopies of related resolutions adopted at the meeting of the board of directors and the general assembly of shareholders (representatives)
for setting up the loan company and for the applicant to fulfill related duties for establishment work, as well as the photocopy
of legal person business license of the enterprise.

(5)

Name list and resumes of the members of the preparatory establishment group.

(6)

Written opinions as issued by the banking supervisory and regulatory organ at the place where the investor is registered, supervisory
reports for the recent two years, as well as the balance sheets and the profit and loss statements of the investor for the recent
two years.

(7)

Notice on Approving Enterprise Name in Advance that is issued by the administrative department for industry and commerce.

(8)

Contact person, phone, fax, e-mail, contact address and postcode.

(9)

Other documents as provisioned by the CBRC in light of the principle of prudence.

Application Materials for Business commencement

(1)

An application for business commencement: it shall cover whether the name, domicile, business scope, registered capital, draft of
the articles of association, senior manager conditions, operating scheme and plan, main management systems, business place, and safety
measures, etc. of the business commencing institution conform to the requirements for business commencement, as well as other matters
that need explaining.

(2)

Report on the preparatory establishment work: it shall cover the preparatory establishment process, conditions about fulfilling the
preparatory establishment work, and whether the requirements for business commencement have been satisfied, etc.

(3)

Draft of the articles of association.

(4)

The capital assessment certification as issued by the statutory capital assessment institution:

(a)

the capital assessment report including the special assessment of the investor’s investment qualification;

(b)

the attachments including the factual conditions on the paid-in registered capital, the basic information about the investor (covering
the asset scale, proportion of net assets, and the profit-making situation for recent two years, etc.), and the explanation on the
capital assessment;

(c)

the balance sheets, profit and loss statements and credit certifications of the investor for the recent two years (covering capital
sources, financial situation, capital supplement ability and credit status);

(d)

the photocopy of the documents on inward capital from investors into accounts; and

(e)

the qualification certification of the statutory capital assessment institution and the certified public accountants.

(5)

Materials about archival filing of the general manager and the deputy general manager to be assigned:

(a)

an application form for archival filing (it shall be faithfully filled out, and the investor shall seal on it);

(b)

the general appraisal of the morals, professional ability, management ability, and work performances of the persons to be assigned;

(c)

the photocopies of identity certificates, professional technical post_titles and educational background certifications as recognized by
the State; and

(d)

the letter of personal commitments (committing for personal credit, fair fulfillment of duties, whether he has any liability with
a large amount or has conducted any illegal or irregular act).

(6)

Basic information and name list of employees (including their ages, time for engaging in the financial work, educational backgrounds,
majors and professional post_titles, etc.).

(7)

The post_title certificate of business place or the certification on the right to use the business place.

(8)

The conformity certificates on fire control and safety facilities for the business place as issued by the departments of public security
and fire control.

(9)

Main management systems, which mainly include the measures and procedures for loan management, financial management measures and audit
management measures, etc.;

(10)

Chart of organizational structure.

(11)

Business development programming: it shall cover the business development plan for the future three years, the financial development
plan, and the risk management plan. The business development plan shall cover the target market, development strategies, loans scale,
and market share. The financial development plan shall cover the profit-making ability, income structure, and total amount of profits.
The risk management plan shall cover the prediction and evaluation of various risks, risk control strategies, and risk control targets
(for instance, the non-performing loan ratio, the capital adequacy ratio, the adequacy ratio of loan loss provisions and so on.).

(12)

Photocopy of the reply for preparatory establishment or the reply on postponing preparatory establishment.

(13)

Contact person, phone, fax, e-mail, contact address and postcode.

(14)

Other documents as provisioned by the CBRC in light of the principle of prudence.

China Banking Regulatory Commission
2007-01-22

INTERIM PROVISIONS ON ADMINISTERING LOAN COMPANIES

Circular of China Banking Regulatory Commission Concerning the Printing and Distribution of the Interim Provisions on Administering
Loan Companies

Yin Jian Fa [2007] No. 6

Each banking regulatory bureau, state-owned commercial bank, joint stock commercial bank, China Postal Savings Bank, Beijing Rural
Commercial Bank, Shanghai Rural Commercial Bank, Tianjin Rural Cooperative Bank,

China Banking Regulatory Commission constituted the Interim Provisions on Administering Loan Companies for the purpose of doing well
in the pilot work of adjusting and relaxing the policies on the access of banking financial institutions to the rural areas. We hereby
print and distribute them to you, please abide hereby.

Each banking regulatory bureau shall forward the present Circular to the branches of banking regulatory bureaus, urban commercial
banks, rural commercial banks and rural cooperative banks within your respective jurisdictions.

China Banking Regulatory Commission

January 22, 2007

Interim Provisions on Administering Loan Companies
Chapter I General Rules

Article 1

In accordance with the Banking Supervision Law of the People’s Republic of China, Law of the People’s Bank of China on Commercial
Banks, Company Law of the People’s Republic of China and other laws and regulations, the present Provisions are constituted with
a view to protecting the legitimate rights and interests of loan companies and their clients, regulating the acts of loan companies,
intensifying the supervision and administration thereof, and ensuring the steady and sound operation of loan companies.

Article 2

The term “loan company” means the non-banking financial institutions set up by domestic commercial banks and rural cooperative banks
in rural areas upon approval of China Banking Regulatory Commission (hereinafter referred to as the CBRC) in accordance with the
related laws and regulations with exclusive purpose to provide credit services for farmers within jurisdiction of counties and for
the development of agriculture and rural economy.

A loan company is a limited liability company solely invested by a domestic commercial bank or rural cooperative company.

Article 3

A loan company is an enterprise with independent legal person status. It enjoys all property rights formed by its investments, enjoys
the civil rights and undertakes civil liabilities with all properties of the company.

The investors of a loan company have the right to enjoy the asset proceeds, make important resolutions and choose managers.

Article 4

A loan company shall abide by the business principles of safety, liquidity and benefits, operate independently, undertake the risks
by itself, assume profits and losses by itself and discipline itself.

Article 5

A loan company shall operate according to law, and its operation may not be interfered by any entity or individual.

Article 6

A loan company shall conform to the laws and administrative regulations of the state, shall fulfill the financial guidelines and
policies of the state, and shall be subject to the supervision and administration of the banking regulatory institutions according
to law

Chapter II Institution Establishment

Article 7

The name of a loan company shall be composed of the administrative division, brand name, industry involved and organization form,
among which the administrative division means the name of the administrative division at the county level.

Article 8

To set up a loan company, the following requirements shall be met:

(1)

Having the articles of association satisfying the related provisions;

(2)

Having registered capital of no less than 500, 000 Yuan, which shall be a lump-sum cash capital paid by the investor once for all;

(3)

Having professional and experienced senior managers;

(4)

Having professional and experienced employees;

(5)

Having the necessary organizational structure and management systems;

(6)

Having a business place, safety guarantee measures and other business-related facilities satisfying the related requirements; and

(7)

Other requirements as provisioned by the CBRC.

Article 9

To set up a loan company, the investor shall satisfy the following requirements:

(1)

Being a domestic commercial bank or rural cooperative bank;

(2)

Having a registered capital of no less than RMB 5 billion Yuan;

(3)

Having a sound corporate governance and a perfect and effective internal control system;

(4)

Its main supervisory indicators satisfy the supervisory requirements; and

(5)

Other prudent requirements as provisioned by the CBRC.

Article 10

The establishment of a loan company shall go through two phases, namely the preparatory establishment and the start of business.

Article 11

An applicant shall submit the following documents and materials for the preparatory establishment of a loan company:

(1)

An application for preparatory establishment;

(2)

A feasibility study report;

(3)

A preparatory establishment plan;

(4)

The name list and resumes of the persons in charge of the preparatory establishment;

(5)

The non-local investor shall submit the balance sheets and the profit and loss statements of the recent 2 years, and the written opinions
of the banking regulatory institution of the place where this investor is registered as well; and

(6)

Other materials as prescribed by the CBRC.

Article 12

The maximum preparatory establishment period for a loan company shall be 6 months as of the approval date. If the applicant meets
the requirements for the start of business within this period, it may apply for start of business.

For applying for the start of business of a loan company, the applicant shall provide the documents and materials as follows:

(1)

An application for starting business;

(2)

A report on work of the preparatory establishment;

(3)

A draft of the articles of association;

(4)

A capital verification report as issued by a statutory capital verification institution;

(5)

The archival materials of the candidate senior managers;

(6)

The evidential materials proving the ownership or use right of the business place;

(7)

The compliance certificates for the safety and fire control facilities of the business place as issued by the public security and
fire control departments; and

(8)

Other materials as requested by the CBRC.

Article 13

The application for the preparatory establishment of a loan company shall be accepted by the banking regulatory branch bureau or
by the banking regulatory bureau at the locality of the loan company, and shall be examined and decided by the banking regulatory
bureau. The banking regulatory bureau shall make a written decision on approval or disapproval within 4 months as of its receipt
of a compete set of the application materials or after it accepts the application.

The application for the start of business of a loan company shall be accepted, examined and decided by the banking regulatory branch
bureau or by the banking regulatory bureau at the locality of the loan company. The banking regulatory branch bureau or banking regulatory
bureau of the city where the loan company is located shall make a decision on approval or disapproval within 2 months as of the date
of acceptance.

Article 14

A loan company may, establish county-based branch companies in light of the development of its businesses. The establishment of a
branch company shall go through two phases, namely the preparatory establishment and the start of business.

The preparatory establishment plan of a branch company of a loan company shall be provided to the regulatory office for archival purposes.
In case no regulatory office is established, it shall be submitted to the banking regulatory branch bureau or to the banking regulatory
bureau at the locality of the branch company to be established for archival purposes. The application for start of business of a
branch company shall be accepted, examined and decided by the banking regulatory branch bureau or by the banking regulatory bureau
of the city at the locality of the branch company. The banking regulatory branch bureau or the banking regulatory bureau at the locality
of the branch company to be established shall, within 2 months as of the date of acceptance, make a decision on approval or disapproval.

Article 15

A loan company or its branch company approved to start business shall be granted a financial permit by the decision-making organ
and shall handle the registration formalities upon the strength of the financial permit in the administrative department for industry
and commerce so as to obtain a business license.

Chapter III Organizational Structure and Business Management

Article 16

A loan company is not required to set up the board of directors or board of supervisors, but shall set up a sound business management
mechanism and a supervision mechanism. The investor may appoint supervisors or employ an external institution for supervision.

Article 17

The business management group of a loan company shall be independently decided by the investor and shall be reported to the banking
regulatory branch bureau or the banking regulatory bureau at the locality of the loan company for archival filling.

Article 18

The articles of association of a loan company shall be drafted and modified by the investor and submitted to the banking regulatory
branch bureau or the banking regulatory bureau at the locality of the loan company to be examined and approved.

Article 19

The board of directors of a loan company shall take charge of preparing business operation policies and business development plans.
In case no board of directors is established in a loan company, the business operation policies and business development plans shall
be prepared by the business management group and shall be exercised upon approval of the investor.

Article 20

Upon approval of the banking regulatory branch bureau or the banking regulatory bureau at the locality of the loan company, a loan
company may conduct the following businesses:

(1)

various loans;

(2)

the instruments discount;

(3)

the assets transfer;

(4)

the settlement under loans; and

(5)

other asset businesses as approved by the CBRC. No loan company may draw on deposits of the general public.

Article 21

The operating fund of a loan company shall include paid-in capital and borrowed money from the investor.

Article 22

In case a loan company carries out business operations, it shall aim at serving the farmers, agriculture and development of rural
economy. The loans shall be mainly used to support the development of the farmers, agriculture and rural economy.

Article 23

A loan company shall follow the principle of small amount and dispersion, enlarge the coverage of loans and avoid the excessive centralization
of loans. The balance of loans granted to a same borrower by the loan company may not be more than 10% of the net assets of the loan
company. The credit balance of a single client as a group enterprise may not be more than 15% of the net assets of the loan company.

Article 24

A loan company shall intensify the management of loan risks, set up a scientific authorization and credit system, credit management
procedures and an internal control system, and improve the abilities to identify and control risks so as to improve the loan quality.

Article 25

A loan company shall, according to the related provisions of the state, set up a prudent and normative asset classification system
and an asset supplement and restraint mechanism, correctly classify the quality of assets, make enough provisions for non-performing
assets, ruefully reflect the situation of its business performances, and guarantee that its capital adequacy ratio is not less than
8% at any time and its adequacy ratio of provision for asset losses not less than 100%.

Article 26

A loan company shall set up a sound internal audit system, check and access the implementation of internal control system as well
as modify and perfect the poor links of internal control so as to guarantee compliance business operations.

Article 27

A loan company shall adopt the uniform accounting system for financial enterprises of the state and set up a sound financial and
accounting system in accordance with the related provisions of the state.

Article 28

A loan company shall truthfully record and reflect its business activities and financial status in an all-round manner and prepare
annual accounting statements, which shall be audited by a qualified accounting firm that are employed by the investor. The audit
report shall be reported to the banking regulatory branch bureau or the banking regulatory bureau at the locality of the loan company
for archival filling.

Article 29

A loan company shall report the accounting statements, statistical statements and other materials to the local banking regulatory
branch bureau or to the banking regulatory bureau at the locality of the loan company and shall be responsible for the authenticity,
accuracy and completeness of such statements and materials.

Article 30

A loan company shall set up an information release system and release the information about its annual business operations, important
events, etc in a timely manner.

Chapter IV Supervision

Article 31

The business operations conducted by a loan company shall be under the supervision of the banking regulatory institution and shall
be integrated into the statements of the investor for supervision.

Article 32

A banking regulatory institution shall conduct persistent and dynamic supervision over capital adequacy ratio, bad loan ratio, risk
management, internal control, risk concentration, and affiliated transactions, etc. of loan companies.

Article 33

A banking regulatory institution shall, in accordance with the capital adequacy status and asset quality status of a loan company,
take the following supervisory measures in a timely manner:

(1)

In case the loan company’s capital adequacy ratio is above 8% and its bad loan ratio is below 5%, the banking regulatory institution
may lesson the inspection frequency and encourage its steady and sound development;

(2)

In case the loan company’s capital adequacy ratio is below 8% but above 4% or its bad loan ratio is above 5%, the banking regulatory
institution shall strengthen the non-on-site supervision and on-the-spot inspections and urge it to supplement its capital and improve
the asset quality within a time limit;

(3)

In case the loan company’s capital adequacy ratio decreases below 4% or its bad loan ratio is above 15%, the banking regulatory institution
shall promptly order it to change the senior managers, cease all business operations, restructure within a time limit, etc.; and

(4)

In case the loan company fails to restructure effectively within the time limit and its capital adequacy ratio is below 2%, the banking
regulatory institution shall order the investor to take it over, or cancel it in a timely manner.

Article 34

The local banking regulatory institution shall, according to the related laws and regulations, check and access the capital adequacy
status, asset quality and validity of the internal control of loan companies, urge them to perfect their capital replenishment mechanism,
loan management system and internal control, and strengthen the risk management.

Article 35

A banking regulatory institution has the power to request an investor to intensify the supervision and inspection over the loan company
it invests in, audit its asset quality on a regular basis, assess the loan authorization and credit system, credit management procedures
and internal control system, and has the power to request the investor to supple capital in accordance with the operation status
of the loan company so as to guarantee the steady and sound operation of the loan company.

Article 36

In case a loan company violates the present Provisions, the banking regulatory institution has the power to give it a warning of
risks, make an interview, conduct supervisory inquiries, order it to cease its business operations, or take other measures so as
to urge it to promptly make a rectification and avoid the asset risks.

Article 37

In case a loan company or any of its employees goes against any law or regulation of the state during the process of business operation
and management, it or he shall be punished according to the Banking Supervision Law of the People’s Republic of China, Law of the
People’s Republic of China on Commercial Banks and other related laws and administrative regulations. Where any crime is constituted,
criminal liabilities shall be investigated.

Article 38

In case a loan company or any of its employees is dissatisfied with the punishment decision as provided for by the banking regulatory
institution, it or he may file an application for an administrative review or file an administrative lawsuit with the people’s court.

Chapter V Change and Termination of Institutions

Article 39

In case a loan company plans to change any of the following items, it shall be subject to the approval of the banking regulatory
branch bureau or the banking regulatory bureau at the locality of the loan company:

(1)

to change its name;

(2)

to change its registered capital;

(3)

to change its dwelling place;

(4)

to amend its articles of association; or

(5)

any other modification items as provisioned by the CBRC.

Article 40

A loan company shall apply for dissolution in the case of any of the following circumstances:

(1)

The business term as described in the articles of association expires, or any other dissolution cause as indicated in the articles
of association arises;

(2)

The shareholders make a resolution of dissolution; or

(3)

It is necessary for it to dissolve owing to merger or split-up.

Article 41

With regard to the dissolution of a loan company, its investor shall conduct in accordance with the Law of the People’s Republic
of China on Commercial Banks, Company Law of the People’s Republic of China and related administrative regulations.

Article 42

In case a loan company is to be terminated as a result of dissolution or being cancelled, it shall hand back the financial permit
to the issuing organ, go through the deregistration formalities in the administrative department for industry and commerce in a timely
manner, and shall make an announcement.

Chapter VI Supplementary Rules

Article 43

The term “rural areas” as mentioned in the present Provisions mean the counties (cities) and areas at and below the county (city)
level in the central-and-western regions, northeast regions and Hainan Province, as well as the poverty counties of other provinces
(autonomous regions and municipalities) as ascertained by the state and the poverty counties as ascertained by the provinces and
the areas below the county level.

Article 44

In case a foreign-funded financial institution intends to set up a loan company in a rural areas, it shall comply with the present
Provisions.

Article 45

In the case of other matters not included in the present Provisions, they shall be governed by the Banking Regulatory Law of the
People’s Republic of China, Law of the People’s Republic of China on Commercial Banks, Company Law of the People’s Republic of China
as well as other laws, rules and regulations.

Article 46

The CBRC shall be responsible for interpreting the present Provisions.

Article 47

The present Provisions shall go into effect as of the promulgation date.

China Banking Regulatory Commission
2007-01-22

REGULATIONS ON ADMINISTRATION OF FOREIGN-INVESTED CONSTRUCTION AND ENGINEERING SERVICE ENTERPRISES

Decree of the Ministry of Construction and the Ministry of Commerce

No. 155

Regulations on Administration of Foreign-Invested Construction and Engineering Service Enterprises, which were adopted after deliberation
at the 103rd executive meeting of the Ministry of Construction on December 20th 2006, and were adopted after deliberation at the
10th ministerial meeting of the Ministry of Commerce on December 20th 2006, are hereby promulgated and shall enter into force on
26 March 2007
Minister of Construction: Wang Guangtao

Minister of Commerce: Bo Xilai

January 22, 2007

Regulations on Administration of Foreign-Invested Construction and Engineering Service Enterprises

Article 1

These Regulations are formulated in order to further the opening up to the outside and standardizing the administration of foreign-invested
construction and engineering service enterprises in accordance with such laws and regulations as the Construction Law of the People’s
Republic of China, Invitation and Submission of Bids Law of the People’s Republic of China, 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, Regulation on the Quality Management of Construction Engineering.

Article 2

These Regulations shall apply to the establishment of foreign-invested construction and engineering service enterprises within the
territory of the People’s Republic of China, the application for construction and engineering service enterprise qualifications and
the administration and supervision of the foreign-invested construction and engineering service enterprises.

Article 3

The term “foreign-invested construction and engineering service enterprise” as mentioned in these Regulations refers to a Chinese-foreign
construction and engineering service equity joint venture, or a Chinese-foreign construction and engineering service contractual
joint venture, or a wholly foreign-owned construction and engineering service enterprise established within the territory of the
People’s Republic of China in accordance with Chinese laws and regulations.

The term “construction and engineering service” as mentioned in theses Regulations refers to supervision of construction engineering,
tendering agency for engineering and engineering cost consultancy.

Article 4

A foreign investor, which intends to establish a foreign-invested construction and engineering service enterprise within the territory
of the People’s Republic of China and carry out construction and engineering service business shall, in accordance with laws, obtain
the foreign-invested enterprise approval certificate from the commerce administration department and register with the Administration
for Industry and Commerce, and also obtain the qualification certificate of construction and engineering service enterprise from
the construction administration department.

Article 5

Foreign-invested construction and engineering service enterprises shall abide by the laws, regulations and rules of the People’s
Republic of China when carrying out construction and engineering service activities within the territory of the People’s Republic
of China.

The lawful operation of foreign-invested construction and engineering service enterprises and their legal rights and interests within
the territory of the People’s Republic of China shall be protected by Chinese laws, regulations and rules.

Article 6

The commerce administration department of the State Council and its authorized commerce administration departments of the people’s
government of provinces, autonomous regions or municipalities directly under the central government shall be responsible for the
administration of establishing foreign-invested construction and engineering service enterprises.

The construction administration department of the State Council shall be responsible for the administration of the qualifications
of foreign-invested construction and engineering service enterprises.

The construction administration departments of the people’s government of provinces, autonomous regions or municipalities directly
under the central government shall, in accordance with these Regulations, be responsible for the administration of qualifications
of foreign-invested construction and engineering service enterprises within their authorized jurisdiction.

Article 7

The establishment of foreign-invested construction and engineering service enterprises shall be examined and approved by the commerce
administration departments of the people’s government of provinces, autonomous regions or municipalities directly under the central
government authorized by the commerce administration department of the State Council.

Where an applicant is to apply for Grade A qualifications for construction and engineering service enterprise, it shall be examined
and approved by the construction administration departments of the State Council; Where an applicant is to apply for Grade B qualifications
or below for construction and engineering service enterprise, it shall be examined and approved by the construction administration
departments of the people’s government of provinces, autonomous regions or municipalities directly under the central government.

Article 8

The procedures for the establishment of a foreign-invested construction and engineering service enterprise and the application for
construction and engineering service qualifications shall be as follows:

(1)

The applicant shall submit an application to the commerce administration department of the people’s government of the province, the
autonomous region or municipality directly under the central government where the proposed foreign-invested construction and engineering
service enterprise is to be established;

(2)

The commerce administration department of the people’s government of the province, or the autonomous region or municipality directly
under the central government shall, within five days as of receiving the application, submit the application to the construction
administration department of the people’s government of the province, the autonomous region or municipality directly under the central
government for opinions;

(3)

The construction administration department of the people’s government of the province, or the autonomous region or municipality directly
under the central government shall provide its opinion in writing within ten days as of receiving the request. Within 30 days as
of receiving the response, the commerce administration department of the people’s government of the province, or the autonomous region
or municipality directly under the central government shall decide whether or not to approve the application and express such a decision
in written form. If the application is approved, a foreign-invested enterprise certificate shall be granted; if the application is
not approved, reasons for the disapproval shall be given in written form;

(4)

Within 30 days as of receiving the approval certificate, the applicant shall carry out enterprise registration with the relevant registration
department;

(5)

After obtaining business license for the legal entity, if the foreign-invested construction and engineering service enterprise is
to apply for the construction and engineering service enterprise qualifications, the application shall be carried out in accordance
with the relevant provisions in respect of qualification administration.

Article 9

Examination and approval of the qualifications of foreign-invested construction and engineering service enterprises by the construction
administration departments of the People’s government of provinces, autonomous regions or municipalities directly under the central
government shall be put on file with the construction administration department of the State Council within 30 days after the approval
is given.

Article 10

An applicant who intends to establish a foreign-invested construction and engineering service enterprise shall submit the following
documents to the commerce administration department of the People’s government of the province, the autonomous region or municipality
directly under the central government:

(1)

Application forms to establish a foreign-invested construction and engineering service enterprise;

(2)

The contract for establishment of foreign-invested construction and engineering service enterprise and the articles of association
(only the articles of association are required for the establishment of a wholly foreign-owned construction and engineering service
enterprise);

(3)

The notification of pre-verification of the name of the enterprise;

(4)

Documentary evidence of the investor and its bank credential letter;

(5)

Appointment letters and documentary evidence of the investor’s designated chairperson and members of the board of directors, managers
and technical managers etc.; and

(6)

Balance sheets and profit and loss accounts of the investor over the past three years audited by a certified accountant or an accounting
firm; where the establishment of the investor is less than three years, balance sheets and profit and loss accounts for the years
since its establishment shall be provided.

Article 11

The applicant applying for foreign-invested construction and engineering service enterprise qualifications shall submit the following
documents to the construction administration department:

(1)

Application forms for the qualifications for a foreign-invested construction and engineering service enterprise;

(2)

The approval certificate for the establishment of the foreign-invested construction and engineering service enterprise;

(3)

The business license for enterprise as legal person;

(4)

Documentary evidence of registration of the investor in its home country or region, document of business performance and its bank
credential letter;

(5)

Balance sheets and profit and loss accounts of the investor over the past three years audited by a certified accountant or an accounting
firm, where the establishment of the investor is less than three years, balance sheets and profit and loss accounts for the years
since its establishment shall be provided; and

(6)

Other documents as required by the regulations on the administration of enterprises’ qualifications for supervision of construction
engineering, tendering agency for engineering and engineering cost consultancy

Article 12

All materials required to be submitted by an applicant under these Regulations shall be in Chinese. If the original documentary evidence
is in a foreign language, a Chinese translation shall be provided.

Article 13

The foreign investor applying to establish foreign-invested construction and engineering service enterprise shall be an enterprise
engaging in relevant engineering service, other economic organization or a certified technician in his or her home country.

Article 14

Where an applicant who intends to apply for qualifications for foreign-invested construction and engineering enterprises, the enterprise
shall meet the conditions as required in the standards for the qualifications for enterprises of supervision of construction engineering,
tendering agency for engineering, and the engineering cost consultancy.

Article 15

The application by a foreign-invested construction and engineering service enterprise to upgrade its qualifications or to add additional
engineering qualifications shall be made to the construction administration department in accordance with relevant regulations.

Article 16

Where a foreign-invested construction and engineering enterprise alters its contract or articles of association, it shall handle
relevant procedures in the commerce administration department of the people’s government of the province, autonomous region, or municipality
directly under the central government.

Article 17

Where a foreign-invested construction and engineering service enterprise carrying out construction and engineering service activities
within the territory of the People’s Republic of China violates the Construction Law of the People’s Republic of China, Invitation
and Submission of Bids Law of the People’s Republic of China, Regulations on Administration of Construction Engineering Quality,
and other regulations, rules and relevant regulation on the administration of qualifications, it shall be imposed on a punishment
in accordance with relevant provisions.

Article 18

For investors from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region, who establish
construction and engineering service enterprises and carry out businesses in other provinces, autonomous regions or municipalities
directly under the central government, these Regulations shall be applied by analogy unless it is otherwise provided by laws, regulations
or the State Council.

Article 19

The construction administration department of the State Council and the commerce administration department of the State Council shall
be responsible for interpreting these Regulations.

Article 20

These Regulations shall enter into force as of 26 March 2007.

The Ministry of Construction, the Ministry of Commerce
2007-01-22

MEASURES ADMINISTERING FINANCE LEASING COMPANIES

Decree of China Banking Regulatory Commission

No. 1

The Measures for Administering Finance Leasing Companies have been adopted at the 55th chairmen’s meeting on December 28, 2006, are
hereby promulgated and shall go into effect on March 1, 2007.
Chairman Liu Mingkang

January 23, 2007

Measures Administering Finance Leasing Companies
Chapter I General Rules

Article 1

For the purpose of promoting the healthy development of the finance leasing industry of our country and strengthening the supervision
over and administration of finance leasing companies, the present Measures are constituted in accordance with the Banking Supervision
Law of the People’s Republic of China, the Company Law of the People’s Republic of China and other laws and regulations.

Article 2

The “finance leasing companies” as mentioned in the present Measures means the non-banking financial institutions mainly engaging
in the finance leasing business upon approval of China Banking Regulatory Commission (CBRC) .

The name of a finance leasing company shall include words “finance leasing”. Unless it is otherwise prescribed by any law or regulation,
no entity or individual may engage in the finance leasing business or use the words “finance leasing” in its name without approval
of the CBRC.

Article 3

The term “finance leasing” as mentioned in the present Measures means such trading activities by which the lessor leases the objects
that are obtained from the supplier in accordance with the lessee’s choice or affirmation of the object and supplier to the lessee
for the stipulated occupation or use .

The leased objects applicable to the finance leasing business shall be fixed assets.

Article 4

The term “business of sale and rent-back” as mentioned in the present Measures means such business by which the lessee sells its
self-owned articles to the lessor, meanwhile, signs a finance leasing contract with the lessor, and then rents the said articles
back from the lessor. The business of sale and rent-back is a means of finance leasing in which the lessee and the supplier are identical.

Article 5

The expression “relationship of associated parties and associated transaction ” as mentioned in the present Measures means the relationship
of associated parties and associated transaction satisfying the relevant provisions in the accounting standards for business enterprises.

Article 6

The CBRC and its dispatched institutions shall impose supervision and administration on the finance leasing companies in accordance
with law.

Chapter II Establishment, Alteration and Termination of Institutions

Article 7

For applying for the establishment of a finance leasing company, the following requirements shall be satisfied:

(1)

having contributors satisfying the requirements of the present Measures;

(2)

having the minimum registered capital as provisioned in the present Measures;

(3)

having the articles of association in line with the Company Law of the People’s Republic of China and the present Measures;

(4)

having directors and senior managers satisfying the post holding qualification requirements as specified by the CBRC, as well as qualified
staff members knowing well the finance leasing business;

(5)

having perfect systems for corporate governance, internal control, business operation and risk prevention, etc.;

(6)

having qualified business places, safety measures and other facilities in relation to business operations; and

(7)

satisfying other requirements as specified by the CBRC.

Article 8

The contributors of a finance leasing company are sorted into the principal contributors and ordinary contributors. The former means
a contributor who has contributed 50% or more of the registered capital of the finance leasing company to be set up, and the latter
means those contributors other than the principal contributors.

The principal contributor shall, as the applicant, file an application to the CBRC for the establishment of a finance leasing company.

Article 9

The principal contributor of a finance leasing company shall satisfy any of the following requirements:

(1)

a commercial bank with independent legal person status as registered at home or abroad shall also satisfy the following requirements:

its capital adequacy ratio satisfies the requirements of the finance supervisory organ in the place where the commercial bank is registered
and is not below 8%;

II.

its year-end assets for the recent one year is not below RMB 80 billion Yuan or any freely convertible currency with equivalent value;

III.

it has consecutively made profits for the recent two years;

IV.

it complies with the laws and regulations of its registration place, and has not been involved in any major case or committed any
serious illegal or irregular act within the recent two years;

it possesses good corporate governance structure and internal control mechanism as well as perfect risk management system ; and

VI.

it satisfies the other prudential requirements as specified by the CBRC.

(2)

a lease company as registered at home or abroad shall also satisfy the requirements as follows:

its year-end assets for the recent one year is not below RMB 10 billion Yuan or any freely convertible currency with equivalent value;

II.

it has consecutively made profits for the recent two years; and

III.

it conforms to the laws and regulation of its registration place, and has not been involved in any major case or committed any serious
illegal or irregular act within the recent two years.

(3)

a large-scale enterprise, which is registered within the territory of China and whose main business is to produce products fit for
finance leasing business, shall also satisfy the requirements as follows:

its year-end assets for the recent one year is not below RMB 50 billion Yuan or freely convertible currency with equivalent value;

II.

it has consecutively made profits for the recent two years; and

III.

its year-end ratio of net assets for the recent one year is not below 30%;

IV.

its incomes from main businesses account 80% or more of all its business incomes;

it possesses good credit records; and

VI.

it complies with the laws and regulations of its registration place, and has not been involved in any significant case or committed
any serious illegal or irregular act within the recent two years.

(4)

other financial institutions that are recognized by the CBRC to be the principal contributor.

Article 10

A general contributor of a finance leasing company shall conform to the related provisions of the CBRC on the investment into and
subscription of the shares of financial institutions. Any contributor satisfying the requirements for the principal contributor may
act as an ordinary contributor of a finance leasing company.

Article 11

The minimum registered capital of a finance leasing company is RMB 100 million Yuan or any freely convertible currency with equivalent
value, and the registered capital shall be the paid-in money.

The CBRC may adjust the minimum registered capital of finance leasing companies on the basis of the demand for the development of
the finance leasing business.

Article 12

The establishment of a finance leasing company covers two phases: preparatory establishment and start of business. The Chinese version
of the application materials for preparatory establishment or start of business presented by an applicant shall prevail. The acceptance
of materials and procedures for examination and approval shall be conducted in accordance with provisions on implementing administrative
licensing as prescribed by the CBRC.

Article 13

For applying for the preparatory establishment of a finance leasing company, an applicant shall submit the documents as follows:

(1)

an application form for preparatory establishment, which shall cover the name, registration place, registered capital, contributors
and their contributions and business scope, etc. of the finance leasing company to be set up;

(2)

a feasibility study report, which shall cover the market prospect analysis, future business development programs, organizational management
structures, risk control ability analysis of the company to be set up , as well as a prediction of the assets scale debts and profits,
etc. for the three years after the company starts business operations;

(3)

the (draft) of the articles of association of the finance leasing company to be set up;

(4)

the basic information on contributors, including the name, legal representative, registration place, photocopy of business license,
business situation of each contributor, as well as the capital contribution agreement. In case a contributor is an overseas financial
institution, it shall provide an opinion letter issued by the finance supervisory institution of its registration place;

(5)

annual audit reports audited by qualified intermediary institutions of the contributors for the recent two years; and

(6)

other documents as required by the CBRC to be submitted.

Article 14

After the preparatory establishment of a finance leasing company has been accomplished, the applicant shall apply for business start
and shall submit the following documents to the CBRC:

(1)

a report on preparatory establishment work, and an application form for business start;

(2)

a capital assessment certificate issued by a qualified domestic intermediary institution, and a registration letter issued by the
administrative department for industry and commerce on advance approval of finance leasing company’s name;

(3)

a shareholders brochure , and the amount and proportion of their contributions;

(4)

articles of association of the finance leasing company, which shall at least cover the name, business place, nature of institution,
registered capital, scope of business, organizational form, operation and management, termination and liquidation, etc. of the institution;

(5)

the name list, specific resumes and certification materials on post holding qualification of the senior managers to be appointed;

(6)

bylaws for the businesses to be operated, and risk control rules;

(7)

materials about the business place and other facilities in relation to business; and

(8)

other documents as required by the CBRC.

Article 15

A finance leasing company may, upon approval of CRBC, establish a branch. The specific requirements for the establishment of branches
shall be separately provisioned by the CBRC.

Article 16

The CBRC shall carry out the post holding qualification approval system to directors and senior managers of finance leasing companies.

Article 17

A finance leasing company shall report to the CBRC for approval any of the following changes:

(1)

change of name;

(2)

change of organizational form;

(3)

adjustment of business scope;

(4)

change of registered capital;

(5)

change of stock rights;

(6)

modification of articles of association;

(7)

change of registration place or business place;

(8)

change of directors or senior managers;

(9)

merger or division; or

(10)

any other matter prescribed by the CBRC.

Article 18

A finance leasing company may be dissolved upon approval of the CBRC under any of the following circumstances:

(1)

The business term as prescribed in its articles of association expires or any other cause for dissolution as specified by its articles
of association arises;

(2)

The (general) assembly of shareholders makes a resolution on dissolution;

(3)

The dissolution is required by virtue of the merger or division of the company;

(4)

The company’s business license is revoked, the company is ordered to be closed down or is canceled ; or

(5)

Any other statutory cause.

Article 19

A finance leasing company may apply to the court for bankruptcy upon approval of the CBRC under any of the following circumstances:

(1)

It can not pay its due debts, and apply for bankruptcy as initiated by itself or as required by the creditor; or

(2)

It is liquidated by virtue of dissolution or revocation, and the liquidation group finds that the assets of the finance leasing company
are not enough to pay off its debts and the company should apply for bankruptcy.

Article 20

If a finance leasing company fails to pay off its due debts and its assets are not enough to pay off all the debts or it clearly
lacks the solvency, the CBRC may apply for the reorganization or bankruptcy liquidation of this finance leasing company to the people’s
court.

Article 21

In case a finance leasing company is terminated by virtue of bankruptcy, revocation or bankruptcy announcement, liquidation shall
be handled in accordance with relevant laws and regulations of the State.

Chapter III Business Scope

Article 22

A finance leasing company may, upon approval of the CBRC, engage in all or part of the following businesses in RMB or any foreign
currency:

(1)

to conduct finance leasing business;

(2)

to absorb time deposits with the term of one year or longer from its shareholders;

(3)

to accept the guaranty bonds for lease from the lessee;

(4)

to transfer receivable payment for lease to commercial banks;

(5)

to issue financial bonds upon approval;

(6)

to conduct inter-bank lending;

(7)

to borrow money from financial institutions;

(8)

to borrow foreign exchanges from abroad;

(9)

to sell off and dispose of the scrap value of leased objects;

(10)

to conduct economic consultancy; and

(11)

other businesses as approved by the CBRC.

Article 23

Any finance leasing company is prohibited from absorbing deposits from any bank shareholder.

Article 24

If the business of a finance leasing company involves in any matter about foreign exchange control, it shall observe provisions on
foreign exchange control of the State.

Chapter IV Business Rules

Article 25

With respect to corporate governance, a finance leasing company shall set up an organizational framework mainly composed of the (general)
assembly of shareholders, the board of directors, the board of supervisors and senior managers, classify their respective duties
clearly, guarantee their independent operation and effective check and balance as well as form a scientific and efficient policy-making,
incentive and constraint mechanism.

Article 26

A finance leasing company shall, in accordance with the principles of full scale, prudence, effectiveness and independence, set up
and perfect the rules for internal control, and submit them to the CBRC or its dispatched institution for archival filing.

Article 27

The associated transaction of a finance leasing company shall, in accordance with the commercial principle, be carried out on terms
not more favorable than similar transactions conducted with non-associated parties.

Article 28

A finance leasing company shall constitute rules for managing associated transaction, which shall specifically include:

(1)

supervision over and management of associated transaction by the board of directors or the business decision-making body;

(2)

duties and personnel composition of the associated transaction control committee;

(3)

collection and management of the information about associated parties;

(4)

rules for reports, commitments, identification and confirmation of associated parties;

(5)

types, price fixing polices, examining and approving procedures and standards for associated transaction;

(6)

withdrawal system;

(7)

internal audit and supervision;

(8)

information release;

(9)

punishment measures; and

(10)

MEASURES FOR ADMINISTERING TRUST COMPANIES

Decree of the China Banking Regulatory Commission

No.2

The Measures for Administering Trust Companies have been adopted at the 55th chairmen’s meeting on December 28, 2006. They are hereby
promulgated and shall go into effect as of March 1, 2007.
Chairman of the China Banking Regulatory Commission: Liu Mingkang

January 23, 2007

Measures for Administering Trust Companies
Chapter I General Provisions

Article 1

In accordance with the Trust Law of the People’s Republic of China, the Banking Supervision Law of the People’s Republic of China
and other laws and regulations, the present Measures are formulated with a view to intensifying the supervision and management of
trust companies, regulating the business operations of trust companies and promoting the sound development of trust industry.

Article 2

The term “trust company” as mentioned in the present Measures means the financial institutions set up according to the Company Law
of the People’s Republic of China and the present Measures and mainly conduct the trust business.

The term “trust business” as mentioned in the present Measures means the trust companies’ business operations that the trust company
commits to trust and handle trust affairs under fiduciary capacity in order to run business and obtain remunerations.

Article 3

The trust property may not belong to the trust company’s inherent property, or the trust company’s liabilities for the beneficiaries.
The trust property may not be a part of the trust company’s property to be liquidated when the company is terminated.

Article 4

A trust company shall, when engaging in trust activities, comply with laws and regulations and the stipulations in trust documents,
may not infringe upon national interests, public interests or the lawful rights and interests of the beneficiaries.

Article 5

China Banking Regulatory Commission shall take charge of supervising and administering trust companies and business activities thereof.

Chapter II Establishment, Alteration and Termination of Trust Institutions

Article 6

When establishing a trust company, the form of a limited liability company or a company limited by shares shall be adopted.

Article 7

When establishing a trust company, the approval of China Banking Regulatory Commission shall be obtained and a financial license
shall be obtained.

No entity or individual may conduct any trust business and no business entity may use the term “trust company” in its corporate name
until the approval of China Banking Regulatory Commission is obtained, except it is stipulated otherwise by any law or regulation.

Article 8

As regards setting up a trust company, the following conditions shall be met:

(1)

possessing the articles of association, which comply with the provisions of the Company Law of the People’s Republic of China and
those of China Banking Regulatory Commission;

(2)

possessing shareholders, which are qualified for purchasing shares as provisioned by China Banking Regulatory Commission;

(3)

possessing the minimum registered capital as provisioned by the present Measures;

(4)

possessing directors, senior mangers and trust employees suitable for their business, who are qualified for holding corresponding
post as prescribed by China Banking Regulatory Commission;

(5)

possessing a sound organizational structure, instructions for operating trust business and a system of risk control;

(6)

possessing a business place as required, safety measures and other business-related facilities;

(7)

other conditions as prescribed by China Banking Regulatory Commission.

Article 9

China Banking Regulatory Commission shall examine an application for establishing trust company in accordance with the relevant laws
and regulations and the principle of prudent supervision, and make a decision on whether to approve it or not. In case it decides
to disapprove the application, the reasons shall be specified.

Article 10

The minimum registered capital of a trust company shall be 300 million Yuan or the equivalent convertible currency, and the registered
capital shall be monetary and paid-in.

When applying for conducting such businesses as enterprise annuity fund, securities underwriting and asset securitization, etc, the
requirements on minimum registered capital prescribed by related laws and regulations shall be met.

China Banking Regulatory Commission may, in light of the needs of development of trust company industry, adjust the minimum amount
of trust companies’ registered capital.

Article 11

No trust company may set up any branch institution either directly or in any disguised form without the approval of China Banking
Regulatory Commission.

Article 12

A trust company shall obtain the approval of China Banking Regulatory Commission under any of the following circumstances:

(1)

to change its name;

(2)

to change its registered capital;

(3)

to change its domicile;

(4)

to change the organization form;

(5)

to adjust its business scope;

(6)

to change any director or senior manager;

(7)

to change any shareholder or adjust equity structure, except for holding the circulated shares of a listed company less than 5% of
the total shares of the company;

(8)

to revise its articles of association;

(9)

to merger or divide;

(10)

other circumstances as stipulated by China Banking Regulatory Commission.

Article 13

In case a trust company applies for dissolution owing to division, merger or any other cause for dissolution as stipulated in the
articles of association, it shall dissolve upon the approval of China Banking Regulatory Commission and organize liquidating group
to conduct liquidation in accordance with law.

Article 14

In case a trust company can not pay off its due debts and does not possess enough assets to cover the debts or it obviously lacks
repayment ability, it may, upon the consent of China Banking Regulatory Commission, apply for bankruptcy to the people’s court.

With regard to such a trust company, China Banking Regulatory Commission may directly apply to the people’s court for reforming or
conducting bankruptcy liquidation.

Article 15

In case a trust company is terminated, its duties of managing trust affairs shall be terminated concurrently. The liquidating group
shall appropriately keep the trust property, prepare a report on the disposal of trust affairs and hand over trust property to the
new trustee. In case the trust document makes otherwise stipulations, such stipulations shall prevail.

Chapter III Business Scope

Article 16

A trust company may apply for conducting part or all of the following businesses of domestic or foreign currency:

(1)

trust of capital;

(2)

trust of movable property;

(3)

trust of real estate;

(4)

trust of negotiable instruments;

(5)

trust of any other property or property rights;

(6)

to engage in investment fund business as a promoter of a investment fund or fund management company;

(7)

to conduct such businesses as the reorganization, purchase and merger of enterprise assets, fund-raising for project, corporation
finance and financial consultation, etc;

(8)

to conduct the securities underwriting businesses upon commission as approved by the related departments under the State Council;

(9)

to conduct such businesses as brokerage, consultation and credit investigation, etc;

(10)

to provide safe-keeping services upon commission and to operate the business of safety-deposit boxes;

(11)

other businesses as prescribed in any law or regulation or approved by China Banking Regulatory Commission.

Article 17

A trust company may, in accordance with the provisions of the Trust Law of the People’s Republic of China and the relevant laws and
regulations, conduct charitable trust activities.

Article 18

A trust company may, according to different trust purposes, different varieties of trust property and different management styles
of trust property, set up different varieties of trust business in light of market demand.

Article 19

A trust company may, according to the stipulations in the trust documents, manage, use or dispose its trust property by means of
investment, sales, inter-bank deposits, purchasing for reselling, lease or loans, etc. Where China Banking Regulatory Commission
makes otherwise provisions, the related provisions shall prevail.

No trust company may manage or use trust property in manners of selling out for repurchasing.

Article 20

Such businesses as inter-bank deposits, inter-bank offers, loans, lease and investment may be conducted by a trust company under
the item of inherent business. The investment business shall be limited to investment in financial companies in form of equity as
well as investment in financial products and self-use inherent assets.

Except it is otherwise stipulated by China Banking Regulatory Commission, no trust company may make industrial investment with its
inherent property.

Article 21

Except it is stipulated otherwise by China Banking Regulatory Commission, a trust company may not conduct the liability businesses
other than the business of inter-bank loans with the balance of its inter-bank loans not more than 20% of its net assets.

Article 22

A trust company may provide guarantee for outsiders, provided that the guarantee balance may not be more than 50% of its net assets.

Article 23

A trust company shall, when operating foreign exchange trust business, conform to the related provisions of the state on foreign
exchange control and subject itself to the examination and supervision of the competent foreign exchange department.

Chapter IV Operating Rules

Article 24

A trust company shall, when managing, operating or disposing its trust property, scrupulously perform its duties, fulfill its obligations
of honesty, good faith, prudence and effective management as well as safeguard the beneficiaries’ best interests.

Article 25

A trust company shall, when handling trust affairs, avoid the conflict of interests. When it is impossible to avoid such conflict,
it shall fully release the related information to the trustors and the beneficiaries or refuse to conduct such business.

Article 26

A trust company shall dispose of trust affairs by itself. In case any trust document stipulates otherwise or it has any reason of
necessity, it may entrust others to dispose of trust affairs on behalf of it, but the trust company shall fully fulfill the obligation
of supervision and be responsible for the acts carried out for disposing trust affairs by the entrusted party.

Article 27

Except it is stipulated otherwise in any law or regulation or trust document, a trust company has the obligation of keeping secret
the information and the relevant situation on its trustors and beneficiaries as well as that on its handling of trust affairs in
accordance with law.

Article 28

A trust company shall appropriately completely record its disposing of trust affairs and report its trustors and beneficiaries the
situation on trust property and its management, operation, disposal as well as revenue and expenditure on a regular basis.

A trustor or beneficiary has the right to be informed of the situation on the management, operation, disposal as well as revenue and
expenditure of his/her/its trust property by the trust company and require the trust company to make related explanations.

Article 29

A trust company shall manage its trust property and inherent property separately and keep accounts thereof separately. And it shall
also manage the trust property of different trustors separately and keep accounts thereof separately.

Article 30

A trust company shall set up accounts in accordance with law, make business accounting for the trust business and non-trust business
respectively and make business accounting for each trust business separately.

Article 31

The trust business department of a trust company shall be independent from the company’s other departments, this department’s personnel
may not concurrently hold any post in any other department of the company, and the business information of this department may not
be shared with this company’s other departments.

Article 32

In case a trust is established in the form of trust contract, the following items shall be indicated in the trust contract:

(1)

the trust purpose;

(2)

name or post_title and domicile of the trustor and that of the trustee;

(3)

beneficiaries or scope thereof;

(4)

scope, variety and situation of trust property;

(5)

rights and obligations of the parties to the trust;

(6)

release and assuming of the risks involved in the management of trust property;

(7)

management style of trust property and the trustee’s management right ;

(8)

trust interests calculation as well as the form and method for delivering trust interests to the beneficiaries;

(9)

calculation and payment of remunerations for the trust company;

(10)

assuming of the tax on trust property and the calculation of other expenses;

(11)

trust period and termination ;

(12)

ownership of trust property at the time of the termination of the trust;

(13)

reporting of trust affairs;

(14)

liabilities for breaching contract by the parties to the trust and the method for settling dispute;

(15)

method for choosing new trustee;

(16)

other items that is necessary to be indicated as considered by the parties to the trust.

In the case of establishing a trust in the form of any written document other than trust contracts, the items to be indicated in the
written document shall accord with the related laws and regulations.

Article 33

When conducting inherent business, no trust company may commit any of the following behaviors:

(1)

to contribute funds or transfer property to any of its associated parties;

(2)

to provide guarantee for any of its associated parties;

(3)

to raise funds by pledging the equity held by any this company’s shareholder.

The associated parties of a trust company shall be defined according to the Company Law of the People’s Republic of China and the
related enterprise accounting standards.

Article 34

When conducting trust business, no trust company may commit any of the following activities:

(1)

to seek improper interests by taking advantage of its status as trustee;

(2)

to misappropriate its trust property for any non-trust purpose;

(3)

to promise that the trust property would suffer no loss or guarantee a minimum return;

(4)

to provide guarantee with trust property;

(5)

other activities prohibited by any law or regulation or China Banking Regulatory Commission.

Article 35

A trust company shall, on the basis of fair market price, conduct associated transactions, report each transaction to China Banking
Regulatory Commission in advance and release the related information according to the related provisions.

Article 36

Except it is otherwise stipulated by China Banking Regulatory Commission, a trust company shall collect remunerations in the form
of commission charge or brokerage expense as agreed to in the trust documents when operating any trust business.

A trust company shall inform the beneficiaries of the fact of collecting remunerations and shall explain the detailed charging rates
to them.

Article 37

In case a trust company handles its trust property by disobeying the original trust purpose, or causes any loss to the trust property
owing to its violation of management duties or improper handling of the trust affairs, it may not ask for paying remunerations before
it recovers the trust property’s original status or makes compensates correspondingly.

Article 38

The expenses spent and the liabilities assumed by a trust company for its disposal of trust affairs shall be undertaken by the trust
company with the trust property, Provided that they are listed in the trust contract or expressly notified to the beneficiary. A
trust company shall enjoy the priority of being compensated with the trust property, if it makes advance payment with its inherent
property. The liabilities born and damages suffered by the trust company from its disobeying of management duties or improper management
of trust affairs shall be undertaken by the trust company with its inherent property.

Article 39

In case a trust company handles its trust property with violation of the trust purpose, or if it has gross negligence in the management,
operation or disposal of its trust property, the trustor or beneficiary has the right fire the trust company as stipulated in the
trust document or applies for the people’s court to fire the trust company.

Article 40

In case the trustee is terminated in accordance with law, a new trustee shall be chosen as stipulated in the trust document; in the
case of no such stipulations in the trust document, the trustor may make a selection at its own will; if the trustor is unable to
make a selection, the beneficiary shall do it; in case the beneficiary is a person of no or limited capacity for civil conduct, his/her
guardian may make a selection in accordance with law. Prior to the selection of a new trustee, China Banking Regulatory Commission
may design a temporary trustee.

Article 41

A trust company shall, when conducting trust business, terminate a trust where it faces any of the following circumstances:

(1)

a cause for termination stipulated in the trust document occurs;

(2)

the continuous existence of the trust goes against the trust purpose;

(3)

the trust purpose has came true or can’t be realized;

(4)

the parties to the trust agree to do so upon negotiations;

(5)

the trust period has expired;

(6)

the trust has been rescinded;

(7)

the trust has been canceled;

(8)

all the beneficiaries of the trust have abandoned the beneficiary right.

Article 42

In case a trust is terminated, the trust company shall make a liquidation report on disposing trust affairs as stipulated in the
trust document. In case no objection to the liquidation report is presented by the beneficiary of the trust or the person enpost_titled
to owning the trust property, the trust company may be absolved from the items listed in the liquidation report, except for any misconduct
committed by that the trust company.

Chapter V Supervision and Management

Article 43

A trust company shall build up an organizational structure mainly composed of the shareholders’ meeting, the board of directors,
the board of supervisors and senior management level, etc, whose respective duties and responsibilities clearly defined so as to
guarantee their independent operation and effective check and balance, and form a scientific and highly efficient policy-making,
incentive and constraint mechanism.

Article 44

A trust company shall, in accordance with the principle of the separation of duties, arrange corresponding posts, ensure that the
company may prevent risks from occurring in advance, control the emerging risks and supervise and correct the occurred risks, and
form a sound inner control system and supervision system.

Article 45

A trust company shall formulate the rules for operating trust business and other businesses according to the related provisions,
set up and perfect its business management system and inner control system and report them to China Banking Regulatory Commission
for record.

Article 46

A trust company shall set up and perfect its financial and accounting system according to the related provisions of the state and
factually record and comprehensively reflect its business activities and financial situations. Its annual financial accounting statement
shall be audited by a well qualified intermediary institution.

Article 47

China Banking Regulatory Commission may check any trust company’s business activities on a regular or irregular basis; it may require
any trust company to provide the related auditing report issued by a well qualified intermediary institution when necessary.

A trust company shall provide the related statements and materials on its business activities and financial situation as required
by China Banking Regulatory Commission and factually introduce the related business situation.

Article 48

Net capital management shall be adopted by China Banking Regulatory Commission over trust companies. The specific measures shall
be formulated by China Banking Regulatory Commission separately.

Article 49

5% of its annual after-tax profits shall be drawn by a trust company as trust compensation reserve, but when the accumulated amount
of the compensation reserve accounts for 20% of the registered capital of this company, it is not required to do so any longer.

A trust company’s compensation reserve shall be deposited in a domestic commercial bank that possesses stable operation and certain
strength or used to purchase treasury bonds or other forms of securities with low risk and high liquidity.

Article 50

An examination system shall be adopted by China Banking Regulatory Commission for the post-holding qualifications of the trust companies’
directors and senior managers. No director or senior manager who has not been examined or fails to pass the examination may hold
the post.

In case a director or senior manager leaves the post, a trust company shall conduct a post-leaving audit and report China Banking
Regulatory Commission the auditing result for record. In case the legal representative of a trust company is changed, the original
legal representative may not leave his/her post until China Banking Regulatory Commission examines and approves the post-holding
qualification of the new legal representative.

Article 51

A trust business qualification management system shall be adopted by China Banking Regulatory Commission with regard to the trust
practitioners of trust companies. A qualification certificate shall be issued to anyone satisfying the conditions; those failing
to obtain a qualification certificate for trust practitioners may not engage in the trust business.

Article 52

In case a director, senior manager or trust practitioner of a trust company violates any law, administrative regulation or any related
provision of China Banking Regulatory Commission, China Banking Regulatory Commission has the power to cancel his/her post-holding
qualification or professional qualification.

Article 53

China Banking Regulatory Commission may, in light of the needs for performing its duties, hold talks on supervision and management
with any director or senior manager of a trust company and requires him/her to explain the major issues involved in the business
activities and risk management of the trust company.

Article 54

In case a trust company goes against the prudent operation rules, China Banking Regulatory Commission shall order it to make corrections
within a certain time limit; if it fails to do so or its behavior seriously threatens its stable operations or infringes upon the
lawful rights and interests of the beneficiaries, China Banking Regulatory Commission may, in accordance with the Banking Supervision
Law of the People’s Republic of China and other relevant laws, adopt such regulatory measures as suspending its business or restricting
its shareholders’ rights, etc. in light of different circumstances.

Article 55

In case a credit crisis has already or may be encountered by a trust company and the lawful rights and interests of the beneficiaries
are severely infringed upon, China Banking Regulatory Commission may take over the trust company in accordance with law or urge it
to conduct structural reorganization.

Article 56

In Case China Banking Regulatory Commission, after approving the establishment, alteration or termination of a trust company, discovers
that there is any concealing or fabrication in the application materials, it may order the trust company to make up or correct or
it may cancel the approval.

Article 57

A trust company may join China Trustee Association to be a member therein and accept industrial self-discipline.

China Trustee Association shall, when conducting activities, be subject to the guidance and supervision of China Banking Regulatory
Commission.

Chapter VI Penalty Provisions

Article 58

In case any entity or individual sets up any trust company without the approval of China Banking Regulatory Commission, China Banking
Regulatory Commission shall cancel the trust company in accordance with law; if any crime is committed, criminal liabilities shall
be investigated on it or him; where no crime is committed, China Banking Regulatory Commission shall confiscate the illegal proceeds,
and in case the illegal proceeds are 500,000 Yuan or more, a fine of not less than the illegal proceeds but not more than five times
that shall be imposed; if there are no illegal proceeds or that are less than 500,000 Yuan, a fine of not less than 500,000 Yuan
but not more than 2 million Yuan shall be imposed.

Article 59

In case any trust company sets up any branch institution without the approval of China Banking Regulatory Commission or conducts
any business as prohibited in Articles 19, 20, 21, 22, 33 or 34 of the present Measures, China Banking Regulatory Commission shall
order it to make corrections, confiscate its illegal proceeds (if any) and impose a fine of not less than the illegal proceeds but
not more than five times that if the illegal gains are 500,000 Yuan or more; if there are no illegal proceeds or that are less than
500,000 Yuan, a fine of not less than 500,000 Yuan but not more than 2 million Yuan shall be imposed; if the circumstance is especially
severe or the trust company fails to correct within the provisioned time limit, China Banking Regulatory Commission shall order it
to suspend its business for rectification or cancel its financial license; and where any crime is committed, criminal liabilities
shall be investigated.

Article 60

In case any trust company violates any other provision of the present Measures, China Banking Regulatory Commission shall, in accordance
with the Banking Supervision Law of the People’s Republic of China and other relevant laws and regulations, take corresponding punishment
measures.

Article 61

In case a trust company commits any illegal operation or poor management, and if the trust company is not cancelled, the financial
order or the public interests would be seriously damaged, China Banking Regulatory Commission shall cancel it in accordance with
law.

Article 62

As regards a director, senior manager or any other personnel directly held liable for the trust company’s violation, such punishment
measures as imposing a fine, canceling his/her post-holding qualification or professional qualification shall be made by China Banking
Regulatory Commission in light of the different circumstances and according to the Banking Supervision Law of the People’s Republic
of China and other related laws and regulations.

Article 63

Any entity or individual that has objection to the punishment decision made by China Banking Regulatory Commission may apply for
administrative review or lodge an administrative lawsuit to the people’s court in accordance with law.

Chapter VII Supplementary Provisions

Article 64

If a trust company does not perform its management duties by itself, namely, not undertaking the duties of investment manager, its
registered may not be less than 100 million Yuan or the equivalent convertible currency. The present Measures shall be applicable
to trust companies of this category by analogy.

Article 65

China Banking Regulatory Commission is responsible for interpreting the present Measures.

Article 66

The present Measures shall go into effect as of March 1, 2007. The Measures for Administering Trust and Investment Companies (Decree
No.5, 2002 of the People’s Bank of China) shall be repealed.

The China Banking Regulatory Commission
2007-01-23

ANNOUNCEMENT NO.5, 2007 OF MINISTRY OF COMMERCE, PROMULGATING 14 INDUSTRIAL STANDARDS OF DOMESTIC TRADE SUCH AS APPRAISING MEASURES ON PRODUCTION BASE OF SILKWORM MULBERRY

Announcement No.5, 2007 of Ministry of Commerce, Promulgating 14 Industrial Standards of Domestic Trade Such as Appraising Measures
on Production Base of Silkworm Mulberry

[2007] No.5

Ministry of Commerce has approved 14 industrial standards of domestic trade such as Appraising Measures on Production Base of Silkworm
Mulberry (please refer to appendix for code, name and date of implementation), which are now announced.

China Standard Press House will be in charge of publishing of above standards.

Appendix: Code, Name and Date of Implementation of 14 Industrial Standards

Ministry of Commerce

Jan 25, 2007

Ministry of Commerce
2007-01-25

DECISION OF THE STATE COUNCIL ON REVISING THE REGULATION OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING THE EXPORT CONTROL OF DUAL-PURPOSE NUCLEAR PRODUCTS AND RELEVANT TECHNOLOGIES

Order No. 484 of the State Council

No. 484
The Decision of the State Council on Revising the Regulation of the People’s Republic of China Concerning the Export Control
of Dual-purpose Nuclear Products and Relevant Technologies is hereby promulgated, and shall go into effect as of the date of promulgation.
Premier of the State Council Wen Jiabao

January 26, 2007

Decision of the State Council on Revising the Regulation of the People’s Republic of China Concerning the Export Control of Dual-purpose
Nuclear Products and Relevant Technologies

As regards the Regulation of the People’s Republic of China Concerning the Export Control of Dual-purpose Nuclear Products and Relevant
Technologies, the State Council has determined to make the following amendments:

Article 1 shall be revised as: “The present Regulation is formulated in order to reinforce the export control of dual-purpose nuclear
products and relevant technologies, prevent nuclear weapons from diffusing, keep away the acts of nuclear terrorism, promote the
international cooperation in peacefully utilizing nuclear energy, and safeguard national security and social public benefits.”

Article 2 shall be revised as: “The export of dual-purpose nuclear products and relevant technologies” as mentioned in the present
Regulation means the transfer of the equipment, materials, software and relevant technologies incorporated in the List for the Export
Control of Dual-purpose Nuclear Products and Relevant Technologies (hereinafter referred to as the Control List) in methods of the
trading export, endowments to and exhibitions in foreign countries or regions, as well as scientific and technological cooperation
with and assistance and services, etc. to foreign countries or regions.”

Article 3 shall be revised as: “The state shall strictly control the export of dual-purpose nuclear products and relevant technologies,
rigorously perform its international obligation of not diffusing nuclear weapons, and prevent dual-purpose nuclear products or relevant
technologies from using for the purpose of nuclear explosion or the activities of nuclear terrorism.

The state may take any necessary measure for the export of dual-purpose nuclear products and relevant technologies in order to maintain
national security as well as international peace and safety”

Article 6 shall be revised as: “The export of dual-purpose nuclear products and relevant technologies shall be approved on the basis
of the recipient party’s promises as follows:

(1)

(2)

The recipient party should promise that the dual-purpose nuclear products and relevant technologies that are supplied by China or
any duplicate thereof will not be utilized for the nuclear fuel cycling that has not accepted the security supervision of International
Atomic Energy Agency. As for a country that has entered into a voluntary security agreement with International Atomic Energy Agency,
this provision may not apply.

(3)

The recipient party should promise that the dual-purpose nuclear products and relevant technologies that are supplied by China or
any duplicate thereof will not be transferred to a third party other than the declared final users without the Chinese government’s
consent.”

Item (3) of Article 8 shall be revised as: “Technical explanations or testing reports on dual-purpose nuclear products and relevant
technologies”; and Item (4) shall be revised as: “Certifications about final users and final uses”.

Article 9 shall be revised as: “As regards the dual-purpose nuclear products and relevant technologies that are exported for overseas
exhibitions, are exclusively used by the Chinese party abroad or are exported for overhauling, and they will be transported back
within the prescribed period, or that are transported back after the overhauling in China to foreign countries or regions, or are
under any other circumstance as provisioned by the Ministry of Commerce, the exporter can, when applying to the Ministry of Commerce
for examination and approval, be exempted from submitting the documents as prescribed by Article 8 of the present Regulation.”

Article 11 shall be revised as: “The Ministry of Commerce shall examine the application upon receipt of an export application form
and the documents prescribed by Article 8 of the present Regulation and make a decision on approval or disapproval within 45 working
days in collaboration with China Atomic Energy Authority or with China Atomic Energy Authority and other departments concerned, as
well as with the Ministry of Foreign Affairs in case diplomatic policies are involved.”

Paragraph 1 of Article 12 shall be revised as: “As regards the export of dual-purpose nuclear products and relevant technologies
that will result in great influences to national security, social pubic interests or diplomatic policies, the Ministry of Commerce
in collaboration with other related departments shall report this to the State Council for approval.”

A new article shall be added as Article 16 : “The customs house may propose a challenge on whether the export of the equipment, materials,
software and relevant technologies exported by an exporter needs to apply for an export permit for dual-purpose nuclear products
and relevant technologies, and may request this exporter to apply for a certification document on whether the exported goods fall
within the scope of export control over dual-purpose nuclear products and relevant technologies to the Ministry of Commerce; in case
the exported goods really fall within the scope of export control over dual-purpose nuclear products and relevant technologies, the
exporter shall, according to the present Regulation, apply for an export permit for dual-purpose nuclear products and relevant technologies.
The concrete measures shall be prepared by the General Administration of Customs in collaboration with the Ministry of Commerce.”

10.

Article 16 shall be altered as Article 17 , and be revised as: “The Ministry of Commerce shall terminate or revoke an granted export
permit, and notify to related departments in written form, where the recipient party violates a corresponding promise made in accordance
with Article 6 of the present Regulation or if the risk of nuclear proliferation or any act of nuclear terrorism occurs.”

11.

A new article shall be added as Article 18 : “An exporter shall set up and perfect an inner control system for the export of dual-purpose
nuclear products and relevant technologies, and appropriately maintain related contracts, invoices, documents, business letters and
telegrams and other materials for five years or more. The Ministry of Commerce may consult and copy related materials.”

12.

A new article shall be added as Article 19 : “Where an exporter knows, ought to know or is informed by the Ministry of Commerce that
the equipment, materials, software or relevant technologies as exported involve the risk of nuclear diffusing or may be used for
nuclear terrorism, they shall dealt with them according to the present Regulation, even though such equipment, materials, software
or relevant technologies are not incorporated into the Control List.”

13.

Article 17 shall be altered as Article 20 and be revised as: “The Ministry of Commerce may, upon approval of the State Council and
in collaboration with relevant departments, temporarily decide to carry out the control to the export of specific dual-purpose nuclear
products and relevant technologies that are not incorporated into the Control List in accordance with the present Regulation.

The “export of specific dual-purpose nuclear products and relevant technologies” as provisioned in the preceding paragraph shall be
subject to approval in accordance with the present Regulation.”

14.

A new article shall be added as Article 21 : “The Ministry of Commerce shall organize the experts in related fields to establish a
consulting committee for the control of dual-purpose nuclear products and relevant technologies, which shall take charge of the consultation,
evaluation and demonstration, etc. of dual-purpose nuclear products and relevant technologies.”

15.

A new article shall be added as Article 22 : “The Ministry of Commerce or the Ministry of Commerce and related departments may investigate
and deter the acts that are suspected of violating the present Regulation. Where necessary, the Ministry of Commerce may circulate
a notice on the equipment, materials, software and relevant technologies to be exported to the customs house. As regards those goods
under customs supervision, the customs house may check or detain them. As regards those goods beyond the customs supervision, the
Ministry of Commerce may seal up or detain them. Related departments and individuals shall cooperate and assist.”

16.

Article 18 shall be altered as Article 23 , and be revised as: “Anyone who exports dual-purpose nuclear products in violation of
the present Regulation shall be punished in accordance with the Customs Law.

Anyone who exports the relevant technologies of dual-purpose nuclear products in violation of the present Regulation shall be warned
by the Ministry of Commerce, and a fine of more than one time but less than five times the illegal business volume shall be imposed;
where the illegal business volume is less than 50,000 Yuan, a fine of more than 50,000 Yuan but less than 250,000 Yuan shall be imposed;
in case illegal gains exist, the illegal gains shall be confiscated; and in case a crime is constituted, criminal liabilities shall
be investigated.”

17.

Article 19 shall be altered as Article 24 , and be revised as: “In case anyone forges, alters, buys or sells export permits, it/he
shall be punished in accordance with the related laws and administrative regulations; and if a crime is constituted, criminal liabilities
shall be investigated.

Where anyone obtains export permits by frauds or any other unjustifiable means, these export permits shall be confiscated by the Ministry
of Commerce and a fine of more than one time but less than five times the illegal business volume shall be imposed upon the violator;
in case the illegal business volume is less than 50,000 Yuan, a fine of more than 50,000 Yuan but less than 250,000 Yuan shall be
imposed; if there exists illegal gains, the illegal gains shall be confiscated; and in case a crime is constituted, criminal liabilities
shall be investigated.”

18.

Article 21 shall be altered into Article 26 , and be revised as: “The Ministry of Commerce may, in light of the actuality, adjust
the Control List, and publicize it in collaboration with China Atomic Energy Authority and related departments.”

19.

A new article shall be added as Article 28 : “The present Regulation shall be applicable to the export of dual-purpose nuclear products
and relevant technologies from bonded areas, export processing zones, other special areas under the customs house’s surveillance,
export surveillance warehouses, bonded logistics centers or other bonded surveillance areas.

The transit, transshipment or pass of dual-purpose nuclear products and relevant technologies shall be governed by the present Regulation
by analogy.”

The order of articles and some wording have been adjusted and amended accordingly in addition.

The present Decision shall go into effect as of the promulgation date.

The Regulation of the People’s Republic of China Concerning the Export Control of Dual-purpose Nuclear Products and Relevant Technologies
shall be revised in accordance with the present Decision, and be re-promulgated.

The State Council
2007-01-26

OPERATING RULES FOR APPLYING FOR THE ESTABLISHMENT OF FINANCIAL COMPANIES OF ENTERPRISE GROUPS

Circular of China Banking Regulatory Commission Concerning the Printing and Distribution of the Operating Rules for Applying for the
Establishment of Financial Companies of Enterprise Groups
Each banking regulatory bureau:

The amended Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups are hereby printed and
distributed to you, please observe and implement them earnestly. Meanwhile, the primary Operating Rules for Applying for the Establishment
of Financial Companies of Enterprise Groups (Yin Jian Fa [2006] No.78) shall be repealed.
The China Banking Regulatory Commission

January 26, 2007

Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups
Chapter I General Provisions

Article 1

In accordance with the Banking Supervision Law of the People’s Republic of China and the Measures for the Administration of Financial
Companies of Enterprise Groups (hereinafter referred to as Measures), the present Rules are formulated with a view to further regulating
the work relevant to the application for setting up financial companies of enterprise groups (hereinafter referred to as financial
companies) and guaranteeing the healthy and orderly proceeding of the work relevant to the market access of financial companies.

Article 2

The term “financial company” as referred to in the present Rules means the non-bank financial institutions that provide financial
management services for the member entities of enterprise groups (hereinafter referred to as member entities) in order to reinforce
centralized management of enterprise group funds and enhance the fund utilization efficiency.

Article 3

The present Rules shall apply to the market access behaviors occurring during the stage of preparatory establishment or business
opening of a financial company to be established. As regards the market access of the financial companies established by foreign-funded
investment companies (in which foreign capital stock accounts for 25% or more), the present Rules shall apply by analogy.

Article 4

Where any financial company is established within the territory of China, it shall be reported to China Banking Regulatory Commission
(hereinafter referred to as CBRC) for examination and approval.

Chapter II Establishment Conditions

Article 5

An enterprise group (parent company) applying for the establishment of a financial company shall meet the following conditions:

(1)

It complies with the industrial policies of the state and has core principal business.

(2)

Its registered capital is not less than 800 million Yuan by the end of the year prior to its application.

(3)

By the end of the year before its application, its member entities’ total assets consolidated into statement for accounting as prescribed
is not less than 5 billion Yuan, and the net assets ratio may not be lower than 30%.

(4)

Its financial situation is good, for two consecutive years before its application, by the end of each year, the total amount of its
member entities’ business income consolidated into statement for accounting as prescribed is not less than 4 billion Yuan, and that
of pre-tax profits is no less than 200 million Yuan.

(5)

It has stable cash flow with a large scale.

(6)

It has been set up for more than two years and possesses certain experience in the internal financial management and capital management
of enterprise group.

(7)

It has sound corporate governance structure and has no improper associated transaction.

(8)

Its credit standing is good, and in the two consecutive years prior to its application, it has no bad credit record or illegal or
irregular act.

(9)

The source of the funds used for purchasing shares is authentic and lawful, no loan funds or the funds entrusted by other people may
be used to purchase shares. And

(10)

Other prudential conditions as provisioned by CBRC.

Article 6

A financial company’s registered capital shall be raised mainly from the member entities of the enterprise group or through absorbing
the shares of the strategic investors with much experience in industrial management excluding the member entities.

Except for enterprise groups of a special industry into which external investors are restricted from entering and obtains the consent
of CBRC in advance, a newly established financial company’s shareholders shall include strategic investors with much industrial managing
experience or its operation team shall include at least one senior manager with much practical experience and one risk management
professional.

Article 7

For becoming a shareholder of a financial company of an enterprise group, a member entity of the enterprise group shall meet the
following requirements:

(1)

It has been registered as an enterprise legal person at the administrative department of industry and commerce.

(2)

It possesses a sound corporate governance structure or effective organizational management manner.

(3)

It has good social reputation, credit record and taxation record.

(4)

Its financial situation is good, and it consecutively gains profits in the latest two accounting years.

(5)

After the year-end distribution, its net assets accounts for 30% or more of its total assets (in accordance with the standards for
consolidated accounting statements).

(6)

Its operation and management are nice, it repays bank loans on time and in full amount, and commits none illegal or irregular act
in the latest two years.

(7)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may
not be used to purchase shares.

(8)

This investment complies with the legal provisions of the state. And

(9)

Other prudential requirements as provided for by CBRC.

Article 8

For becoming a shareholder of a financial company, a strategic investor other than the member entities of an enterprise group shall
meet the following requirements:

(1)

He consents that he will, in principle, not alienate the shares of the financial company he holds within 3 years as of the date of
the establishment of the financial company, and this shall be indicated in the financial company’s articles of association.

(2)

He possesses 3 years or more of experience in operating and managing financial companies or similar institutions. And

(3)

Other prudential requirements as provisioned by CBRC.

Article 9

As regards a strategic investor that is a financial institution legal person, for becoming a shareholder of a financial company,
it shall meet, in addition to the requirements prescribed for in Article 8 , also the following requirements:

(1)

It possesses a nice corporate governance structure.

(2)

It has sound and effective inner management and risk control bylaws.

(3)

Its financial situation is nice and it consecutively gains profits in the latest two years.

(4)

Its credit standing is nice, and it has not been substantially punished by the supervisory organ in the latest two consecutive years.

(5)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may
not be used to purchase shares.

(6)

It meets the related supervisory requirements and indices, and this investment complies with the related laws, regulations and supervisory
provisions.

(7)

In case it is an overseas financial institution legal person, its total assets may not, by the end of the latest year, be less than
USD 1 billion in principle. And

(8)

Other prudential requirements as provided for by CBRC.

Article 10

As regards a strategic investor that is a non-financial institution legal person, for becoming a shareholder of a financial company,
it shall meet the requirements as provided for in Articles 7 and 8.

Article 11

A financial company to be set up shall meet the requirements as follows:

(1)

The establishment is really necessary for the concentrated management of enterprise group’s funds, and the financial company can,
upon reasonable estimate, achieve a certain business scale.

(2)

It has the articles of association complying with the provisions of the Company Law of the People’s Republic of China and the Measures.

(3)

It has the minimum registered capital as provided for in the Measures.

(4)

It has the directors and senior managers that meet the requirements on post-holding qualification as provided for by CBRC, and a proportion
of professional practitioners as prescribed, as well as qualified professional talents for key posts such as risk management and
fund intensive management, etc.

The term “directors and senior managers” as referred to above means the financial company’s legal representative of and the personnel
who enjoy decision-making power over the operation and management of the financial company or who play mail role in risk control,
including the chairman of the board of directors, vice chairmen thereof, directors, general managers and deputy general managers.

The term “personnel for key posts such as risk management and fund intensive management” as referred to above means the working staff
that, according to the establishment of the specific business departments, business bylaws and business flow of the company, undertake
the duties of risk management and fund intensive management in the principal business activities of the financial company.

The number of the personnel that have been undertaking finance or accounting work for 3 years or more may not be less than 2/3 of
the total number of the personnel of the financial company, particularly, that of the personnel that have been engaging in finance
or accounting work for 5 years or more may not be less than 1/3.

(5)

It has established relatively perfect bylaws for corporate governance, inner control, business operation and risk prevention, etc,
and has set up relatively perfect information management system and risk control system.

(6)

It has a business place, safety measures and other facilities as required. And

(7)

Other prudential requirements as provided for by CBRC.

Chapter III Directors and Senior Managers

Article 12

The post-holding qualifications of a financial company’s chairman of the board of directors and vice chairmen thereof, general managers,
deputy general managers as well as senior managers who do not hold the posts mentioned above but undertake the same duties, shall
be subject to the examination and approval of CBRC.

Article 13

A financial company’s directors and senior managers shall meet the following basic requirements:

(1)

Being a natural person with complete civil capacity.

(2)

Possessing nice vocational ethics, personal integrity, morality and reputation, acquainting with and respecting laws and administrative
regulations, and having a nice record in respect of the abidingness of law and regulation.

(3)

Possessing professional knowledge, skills and work experience necessary for fulfilling his duties, ensuring the time and energy necessary
for fulfilling his duties, showing nice judging and management capacity in his acts and decisions, and having no ill practicing record.

(4)

Possessing the independency necessary for fulfilling his duties.

(5)

Not falling within any of the circumstances under which he may not undertake the post of director or senior manager of any financial
institution as prescribed by any law or regulation. And

(6)

Other prudential requirements as provided for by CBRC.

Article 14

A financial company’s directors shall also meet the requirements as follows in addition to the requirements listed in Article 13
:

(1)

Possessing more than 5 years of working experience in such field as economy, banking, law, finance or any other one facilitating his
performance of the director’s duties.

(2)

Being capable of judging the operation, management and risk situations of the financial company from its financial statements and
statistical statements. And

(3)

Acquainting with the financial company’s corporate governance structure, articles of association, duties of the board of directors
as well as the rights and obligations of the members of the board of directors.

Article 15

The chairman or vice chairman of a financial company shall meet, in addition to the requirements listed in Articles 13 and 14, also
the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years,
or having been engaging in the accounting work or fund management work of this enterprise group for more than 8 years, or having
been engaging in the core principal business and the related management work of this enterprise group for more than 10 years.

Article 16

A financial company’s general manager and deputy general manager shall meet, in addition to the requirements as provided for in Article
13 , also the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years
or having been engaging in the accounting work or fund management work for more than 10 years (among which, more than 3 years for
engaging in the financial work).

In case the general manager or deputy general manager holds the post of director concurrently, the requirements as provided for in
Article 14 shall be satisfied.

Article 17

A senior manager introduced from overseas shall also meet the following requirements in addition to the requirements as provided
for in Article 13 :

(1)

Acquainting with the economy, financial policies and the related laws and regulations on financial supervision of China as well as
the operating rules and characteristics of both the domestic and foreign financial markets.

(2)

Possessing the working experience and organizational management experience in line with the post he holds.

He shall possess more than 5 years of fund management experience in a world famous transnational financial institution or the fund
centralized management experience in a world famous large-scale enterprise, and more than 3 years of experience in the post of business
department manager or the equivalent post or above.

Or, he shall possess more than five years of working experience in a world famous commercial bank or investment bank, acquaint with
fund plans and the investment and financing business of capital market, and possess more than 3 years of experience in the post of
business department manager or the equivalent post or above.

In case he concurrently holds the post of director, the requirements prescribed in Article 14 shall be also satisfied.

Chapter IV Application for Establishment

Article 18

The establishment of a financial company shall be divided into such two phases as the application for preparatory establishment and
the application for opening business, and the application materials shall be submitted by the parent company of the group as the
applicant.

Article 19

The applicant shall submit the application materials for preparatory establishment and opening business to the banking regulatory
bureau at the locality of the financial company is to be established.

Article 20

The application materials for preparatory establishment shall contain the contents as follows:

(1)

Application form for preparatory establishment (see attached list 1).

(2)

Application letter for preparatory establishment, which shall contain such contents as the name of the financial company to be set
up (for which the approval of the administrative organ of industry and commerce is not required), the place where the financial company
is to be set up, its registered capital, shareholders, equity structure and business scope, etc.

(3)

Feasibility study report on establishing the financial company.

(4)

Materials for proving the qualification of the parent company of the group.

(5)

Roster of the member entities and the related evidentiary materials issued by the competent departments.

Member entities shall contain the parent company of the group, the subsidiary companies with 51% shares held by the parent company
(hereinafter referred to as subsidiary companies), the companies with more than 20% shares held by the parent company or a subsidiary
company either solely or jointly, or with less than 20% shares held but the position of the biggest shareholder occupied thereby
as well as the public institution legal persons or social group legal persons affiliated to the parent company or the subsidiary
companies.

(6)

Materials about the shareholder qualifications of the applicant and other contributors.

(7)

The contributors’ capital contribution guarantee or agreement.

(8)

Written commitment made by the board of directors of the parent company on increasing corresponding capital in the case of any payment
difficulty, etc encountered by the financial company.

(9)

In the case of the introduction of senior managers or risk management professionals, the parent company’s board of directors shall
provide the related evidentiary materials on such introduction.

(10)

Evidentiary materials signed by the parent company’s legal representative on confirming the authenticity of the materials submitted
by the parent company and its member entities.

(11)

Legal letter issued by a law firm on the applicant’s legality, regulation-compliance and integrity in respect of the procedure and
materials for applying for preparatory establishment. And

(12)

Other documents and materials shall be submitted as required by CBRC.

Article 21

The feasibility study report on establishing a financial company shall contain the major contents as follows:

(1)

The enterprise group’s basic information, including its historical evolution, situations of its member entities, organizational structure,
personnel situation, basic financial situations and principal financial indices, etc.

(2)

Industry to which the enterprise group belongs and instruments on the related industrial policies of the state.

(3)

The enterprise group’s production and operation situations, its position in the industry, development plans and the proportion of
its core principal business in its assets, etc.

(4)

Cash flow analysis, that is, the analysis on the scale, characteristics and routs, etc, of the enterprise group’s cash flow in the
last two years and the reasonable forecasting of its future cash flow.

(5)

The enterprise group’s finance and fund management experience. And

(6)

Principles, role, business volume forecast and profit mode of the financial company to be set up.

Article 22

The materials on proving the qualification of the parent company of a group shall contain the major contents as follows:

(1)

Enterprise Group Registration Certificate as issued by the administrative organ of industry and commerce.

(2)

Materials proving that the enterprise group conforms to the related industrial policies of the state.

(3)

The parent company’s articles of association, organizational structure and internal management system.

(4)

Certificate on tax payment credit rating issued by the tax authorities; list of the banks from which the parent company lends money
during the latest three years and the no bad credit record certificates confirmed by these banks; announcement made by the board
of directors (or operation decision-making body) of the parent company on the company’s legality and regulation-compliance.

Special explanation shall be made accordingly where the general public or any media discloses the company’s any illegal or irregular
act.

(5)

Accounting statements (including consolidated accounting statements) of the latest two years which are prepared pursuant to the Enterprise
Accounting Standards and have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance
with law. The accounting statements contain: balance sheet, profit and loss statement, cash flow statement and annotations of accounting
statement, etc. Great associated transactions of the enterprise shall be disclosed in the annotations of accounting statements as
required by the Enterprise Accounting Standards promulgated by the Ministry of Finance.

Article 23

The materials on the shareholders qualifications of the applicant and other contributors shall contain the basic contents as follows:

(1)

A roster of the applicant and other contributors, photocopy of the business license, accounting statements of other contributors (including
balance sheet, profit and loss statement, cash flow statement and annotations of accounting statement) of the latest two years which
have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance with law, and the evidential
materials on repaying bank loans on time confirmed by the loan-granting banks.

(2)

Evidence on the source of the contributed funds.

(3)

Moreover, a strategic investor shall provide the related materials on proving its successful engagement in the operation and management
of financial companies or similar institutions for more than 3years, mainly including:

The strategic investor’s organizational structure, roster of its main shareholders, branches, roster of the subsidiary companies it
holds d (participates in or controls) and their principle business and major profit source, its actual controller, major associated
enterprises and the associated relationships.

In case the strategic investor is a financial institution, it shall also provide the opinion letter issued by the competent regulatory
organ on its corporate governance structure, credit status, regulation-compliance status and its prudent operation situation, as
well as the report produced by an international rating agency and recognized by CBRC on its credit rating in the latest two years.

The evidential materials on the centralized management scale and mode of financial companies’ funds or that of similar institutions
as conducted by the strategic investor in the latest three years and the successful cases, etc.

Article 24

The contributors’ guarantee for and the agreement on capital contribution shall contain the main contents as follows:

(1)

The guarantee for or the agreement on capital contribution shall be affixed with the signature of the legal representatives of all
contributors (or promoters) and the official seals; the agreement shall specify the capital-contributing proportion of each contributor
(or promoter), their rights and obligations, etc, and shall authorize in written the parent company of the group, as an applicant
on behalf of all the contributors, to handle preparatory establishment issues.

(2)

The strategic investors shall indicate in the investment agreement their promise of not alienating the shares they hold in the financial
company within three years.

(3)

The resolution, authorization or approval papers made at the shareholders’ meeting or by the board of directors on the contributors’
contemplation of contributing funds to se up the financial company.

Article 25

The application materials for opening business shall contain the contents as follows:

(1)

Application form for opening business (see attached list 2).

(2)

Report on the application for opening business, including the explanation on the accomplishment of the preparatory work, the contribution
of the registered capital, the business to be opened, the preparation of the related systems, inner institutions, staff number and
structure, etc. The report shall be signed jointly by all the contributors’ legal representatives and affixed with official seals.

(3)

The articles of association draft of the financial company to be established.

(4)

The financial company’s operation principles and plans of.

(5)

A roster of the finance company’s shareholders, their respective amounts and investment proportions.

(6)

Capital verification certificate produced by a legal capital verification institution on the capital contributions of the finance
company’s shareholders;

The capital verification certificate produced by a legal capital verification institution means a capital verification report issued
by an accounting firm set up within the territory of China in accordance with law.

(7)

A registration letter issued by the administrative department for industry and commerce on advance approval of the financial company’s
name.

(8)

Name list, detailed profession training, resumes and post-holding qualification certificates of the directors and senior managers
to be appointed.

(9)

Evidentiary materials on the personnel to hold such pivotal posts as risk control and fund centralized management.

(10)

Evidentiary materials on the introduced risk management professionals’ assuming of the manager post for two years or more in risk
management department.

(11)

Evidentiary materials on the related personnel’s engagement in the financial or accounting work for 5 years or more.

(12)

The financial company’s business rules and risk prevention system, which shall contain the strict risk isolation between the financial
company and its parent company.

The financial company shall, by referring to the Guidance for Internal Control of Commercial Banks, set up and perfect the rules and
regulations on the business to be opened and internal risk control system.

(13)

The financial company’s management information system and risk control system.

(14)

Materials on the financial company’s business place and other business-related facilities (which means the agreement on the financial
company’s purchase or lease of business place and the documents produced by the public security department and fire department, etc
on the check and acceptance of business place and other business-related facilities.).

(15)

Resolutions made at the first shareholders’ assembly of the financial company.

(16)

Legal opinion on the applicant’s legality, regulation-compliance and integrity in respect of the application procedure and materials
for opening business as produced by a law firm. And

(17)

Other documents and materials as required by CBRC.

Article 26

The articles of association draft of a financial company to be set up shall contain the main contents as follows:

(1)

The company’ name, domicile, organization form, business scope and registered capital.

(2)

Each shareholder’s name and investment amount, the shareholders’ rights and obligations and the strategic investors’ promise of not
alienating the shares they hold in the financial company within three years.

(3)

The company’s legal representative, institutions, as well as its formation method, discussion rules.

(4)

Method of profit distribution. And

(5)

Causes for dissolution and liquidation method, and the promise of the parent company’s board of directors on increasing corresponding
capital when the financial company encounters any payment difficulty, etc.

Article 27

The name list of the directors and senior managers to hold posts in a financial company, their detailed professional training, resumes
and post-holding qualification certificates shall include the following main contents:

(1)

Their application letters for the approval of post-holding qualification, which shall be affixed with the signature of the applicants’
legal representatives and official seals.

(2)

Their application forms for the approval of post-holding qualification (refer to Attached list 3).

(3)

Comprehensive appraisement on their morality, whether there is any bad record, business capacity, management capability and work performance,
etc as conducted by the parent company of the group or the appointment and removal departments of the entities in which they are
currently holding posts.

(4)

Photocopies of their identity certificates.

(5)

Photocopies of their academic certificates and professional technology certificates recognized by the state.

Such photocopies shall be affixed with the seals of the applicants, and the CBRC shall take charge of examining and verifying the
originals.

(6)

Announcements signed by them on no bad record.

(7)

Evidentiary materials on proving that the introduced senior managers comply with the related prescribed requirements.

(8)

Announcement signed by the person in charge of the appointment and removal department of the parent company of the group on the authenticity
of all the application materials.

(9)

Materials in the shareholders’ meeting on proposing the directors and senior managers to hold posts. And

(10)

Other materials

CIRCULAR OF GENERAL OFFICE OF MINISTRY OF COMMERCE ON CONTINUING TO CARRY OUT WORK OF ATTESTATION OF “CHINA LONG-TIME HONORED BRAND”

Circular of General Office of Ministry of Commerce on Continuing to Carry out Work of Attestation of “China Long-time Honored Brand”

Shang Gai Zi [2007] No. 8

Departments of commercial administration of all provinces, autonomous regions, municipalities, cities specially designated in the
state plan and Xinjiang Production and Construction Corps:

For purpose of revitalizing China Long-time Honored Brand, Ministry of Commerce decides to continue to carry out work of attestation
of “China Long-time Honored Brand”, related requirements are now notified as follows:

Earnestly organize declaration;

Strictly examine and approve;

Going deep to investigate;

Well carry out work of supervision and administration.

Appendix:

Application of “China Long-time Honored Brand”

Model Declaration Documents of Departments of Commercial Administration of Prefecture-level City

Model Declaration Documents of Provincial Departments of Commercial Administration

Summary Table of “China Long-time Honored Brand” Declaration

General Office of Ministry of Commerce

Jan 30, 2007

General Office of Ministry of Commerce
2007-01-30

PROVISIONS ON UTILIZING THE MARKS OF THE MOST COMPETITIVE BRANDS ON THE MARKET

Announcement of Ministry of Commerce

No. 9

For the purpose of strengthening the administration of and regulating the utilization of the marks of the most competitive brands
on the market, the Provisions on Utilizing the Marks of the Most Competitive Brands on the Market are hereby promulgated in accordance
with the Measures for Evaluating and Protecting Brands in the Commercial Field.
The Ministry of Commerce

January 30, 2007

Provisions on Utilizing the Marks of the Most Competitive Brands on the Market

Article 1

For the purpose of strengthening the administration of the marks of the most competitive brands on the market and regulating the
utilization of the marks of the most competitive brands on the market, the present Provisions are formulated in accordance with the
Measures for Evaluating and Protecting Brands in the Commercial Field.

Article 2

The utilization of the marks of the most competitive brands on the market shall be subject to the present Provisions.

Article 3

The Ministry of Commerce shall take charge of the supervision and administration of the marks of the most competitive brands on the
market. The local commerce authorities and commerce chambers shall take charge of assisting the supervision over and administration
of the utilization of the marks of the most competitive brands on the market.

Article 4

The marks of the most competitive brands on the market are in the ownership of the Ministry of Commerce. Two kinds of marks are available
for the most competitive brands on the market. The mark comprises standard drawing, standard font, standard color and secondary color,
and it is suggested to utilize the preferred mark. Please see Affixes 1, 2, 3 and 4, respectively for the marks as well as their
standard drawings, standard fonts, standard colors and secondary colors for the most competitive brands on the market.

Article 5

Where an enterprise’s brand has been granted with the post_title of the most competitive brand on the market, the uniformly prescribed
mark of the most competitive brands on the market may be utilized on the packages, decorations, instructions, advertisements, internet
and other media of its products or services.

Article 6

The marks of the most competitive brands on the market shall be in the prescribed formats when they are utilized. They may be enlarged
or minified pro rata, but the proportion or hue of marks may not be changed.

Article 7

The standard hue of the marks may not be affected by the base color of adhesive media when the marks of the most competitive brands
on the market are printed and the inside colors or drawings may not be revealed.

Article 8

The marks of the most competitive brands on the market can be utilized only on the products or services to which with the post_title of
the most competitive brand on the market have been granted, and the utilization scope thereof may not be enlarged.

Article 9

In accordance with the Measures for Evaluating and Protecting Brands in the Commercial Field, if the post_title of the most competitive
brand is cancelled, an enterprise or individual shall stop the utilization of the marks of the most competitive brand on the market
as of the date of cancellation, and take charge of cleaning up the marks of the most competitive brand on the market it or he has
utilized.

Article 10

In accordance with the Measures for Evaluating and Protecting Brands in the Commercial Field, after the ownership of a brand, to
a post_title of most competitive brand on the market has been granted alters, the utilization right thereof shall be changed accordingly.

Article 11

If any enterprise or individual has not been empowered to utilize the post_title of the mark of the most competitive brands on the market,
it/he may not utilize as its or his own or forge the marks of the most competitive brands on the market.

Article 12

The marks of the most competitive brands on the market shall be safeguarded in accordance with the Measures for Evaluating and Protecting
Brands in the Commercial Field.

Article 13

The Ministry of Commerce shall be responsible for interpreting the present Provisions.

Article 14

The present Provisions shall go into effect as of the promulgation date.

Affix 1: Marks of the Most Competitive Brands on the Market (omitted)

Affix 2: Standard Drawing (omitted)

Affix 3: Standard Font (omitted)

Affix 4: Standard Color and Auxiliary Color (omitted)

The Ministry of Commerce

January 30, 2007

Ministry of Commerce
2007-01-30

12 Page 1 of 2

Real Property Taxes

MEASURES FOR ADMINISTRATION OF FOOD SAFETY IN CIRCULATING FIELD

ANNOUNCEMENT NO.3, 2007OF THE MINISTRY OF COMMERCE ON THE NAME LIST OF COKE EXPORT ENTERPRISES

GUIDELINES FOR EXAMINATION AND APPROVAL OF THE ESTABLISHMENT OF LOAN COMPANIES

INTERIM PROVISIONS ON ADMINISTERING LOAN COMPANIES

REGULATIONS ON ADMINISTRATION OF FOREIGN-INVESTED CONSTRUCTION AND ENGINEERING SERVICE ENTERPRISES

MEASURES ADMINISTERING FINANCE LEASING COMPANIES

MEASURES FOR ADMINISTERING TRUST COMPANIES

ANNOUNCEMENT NO.5, 2007 OF MINISTRY OF COMMERCE, PROMULGATING 14 INDUSTRIAL STANDARDS OF DOMESTIC TRADE SUCH AS APPRAISING MEASURES ON PRODUCTION BASE OF SILKWORM MULBERRY

DECISION OF THE STATE COUNCIL ON REVISING THE REGULATION OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING THE EXPORT CONTROL OF DUAL-PURPOSE NUCLEAR PRODUCTS AND RELEVANT TECHNOLOGIES

OPERATING RULES FOR APPLYING FOR THE ESTABLISHMENT OF FINANCIAL COMPANIES OF ENTERPRISE GROUPS

CIRCULAR OF GENERAL OFFICE OF MINISTRY OF COMMERCE ON CONTINUING TO CARRY OUT WORK OF ATTESTATION OF “CHINA LONG-TIME HONORED BRAND”

PROVISIONS ON UTILIZING THE MARKS OF THE MOST COMPETITIVE BRANDS ON THE MARKET

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