RULES ON THE DETERMINATION OF MINIMUM PRICES FOR THE USE RIGHTS OF STATE-OWNED LAND TRANSFERRED THROUGH AGREEMENTS

Rules on the Determination of Minimum Prices for the Use Rights of State-Owned Land Transferred Through Agreements

Article 1 These Rules are hereby formulated in accordance with the relevant regulations stipulated in “Law of the People’s Republic
of China on the Management of Urban Real Estates” to strengthen macro government regulation, control and management of the transfer
of the use rights of State-land, ensure the income of State-owned land assets, and promote the healthy development of the land market.

Article 2 The minimum prices for the use rights of State-owned land transferred through agreements as referred to in these Rules (hereinafter
referred to as minimum prices for agreed transfer) are the bottom standards on transfer fees fixed by people’s governments at a higher
level to exercise macro regulation, control and management of land markets and prevent the agreed transfer of State-owned land use
rights at law prices.

Article 3 Determination of minimum prices for agreed transfer of the use rights of State-owned land in areas covered by urban development programmes
shall follow stipulations in these Rules.

Article 4 The minimum prices for agreed transfer shall be determined by the land management departments under people’s governments at the provincial,
autonomous regional and municipal level together with other departments and put into implementation by land management departments
under people’s governments at the county level after approval by people’s governments at the provincial, autonomous regional and
municipal level.

Article 5 The minimum prices for agreed transfer shall be determined in proportion to the base prices of land for different uses (commercial,
residential, and industrial) and in different grades. Specific proportions shall be worked out by provinces, autonomous regions,
and municipalities. The specific proportions in cities where the people’s governments of municipalities, cities separately listed
in the State budget, provinces, and autonomous regions are located shall, however, be reported to the State Land Administration for
verification and approval.

Base land prices shall be determined in accordance with Procedures for Price Estimation of Urban Land. If base land prices are readjusted,
minimum prices for agreed transfers shall be readjusted accordingly.

Article 6 Different minimum prices for agreed transfer may be determined for land used for industries and projects whose development enjoys
key support or encouragement from the State in line with the classification of industries or projects.

Article 7 Basic factors including compensations for removal and resettlement, land development costs, bank interests, and net land incomes
shall be taken into comprehensive consideration when minimum prices for agreed transfer are determined.

Article 8 Land management departments of people’s governments at the provincial, autonomous regional and municipal level shall report the minimum
prices for agreed transfer they have determined to the State Land Administration for registration before they are put into implementation.
The State Land Administration shall order the re- determination of determined minimum prices for agreed transfer if they do not conform
with stipulations in Article 7 of these Rules.

Article 9 The fees for the transfer of the use rights of State-owned through agreements shall not be smaller than minimum prices for agreed
transfer.

Article 10 Land management departments under people’s governments at the city and county level shall make public the fees for the transfer of
the use rights of State-owned land after conclusion of transfer contracts, if the use rights are transferred through agreements.

Article 11 Implementation of minimum prices for agreed transfer shall be subject to supervision and inspection by land management departments
under people’s governments that determine and approve these prices.

If the fees for the transfer of the use rights of State-owned land through agreements are smaller than the minimum prices for agreed
transfer, land management departments under people’s governments responsible for supervision and inspection shall order their correction
with prescribed periods of time. Contracts on land use right transfer shall be invalid if no corrections are made within the prescribed
periods of time. Losses recurred therefrom shall be sustained by the transferers, and responsible persons shall be administratively
disciplined by their units or units at a higher level according to the seriousness of their cases.

Article 12 The State Land Administration shall be responsible for the explanation of these Rules.

Article 13 These Rules shall come into force on the date of their promulgation.

SPECIAL PROVISIONS OF THE STATE COUNCIL CONCERNING THE FLOATATION AND LISTING ABROAD OF STOCKS BY LIMITED STOCK COMPANIES

Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies

Article 1 This set of provisions has been formulated according to Article 85 and Article 155 of the “Company Law of the People’s Republic
of China” in order to meet the needs of the floatation and listing abroad of stocks by limited stock companies.

Article 2 Limited stock companies may issue their stocks to given or non-given investors and list them abroad with the approval of the Securities
Committee of the State Council.

The term “listing abroad” used in this set of provisions means to issue stocks to investors abroad and list them for transactions
and transfer on the stock exchanges by limited stock companies.

Article 3 The stocks issued and listed abroad (hereinafter referred to as “foreign capital stock listed abroad”) by limited stock companies
shall be in the form of inscribed stocks, with the per value indicated in Renminbi and subscribed to in foreign currencies.

The foreign capital stock listed abroad may be in the form of stock deposit receipts or in other derivations.

Article 4 The Securities Committee of the State Council or its supervision and management and executive organization the China Securities Supervision
and Management Committee may reach understanding or an agreement with securities supervision and management organizations abroad
to exercise cooperative supervision and management of the limited stock companies in their activities of issuing and listing their
stocks abroad and other relevant activities.

Article 5 A limited stock company wishing to issue and list its stocks abroad shall file a written application according to the requirements
by the Securities Committee of the State Council and submit it, together with relevant documents, to the Securities Committee of
the State Council for approval.

Article 6 If a State-owned enterprise or an enterprise with State-owned property occupying the dominant position is to be converted into a
limited stock company that will issue and list its stocks abroad according to the relevant regulations of the State, the number of
promoters may be less than five if it is incorporated by way of promotion. Such a limited stock company may issue new stocks as soon
as it is incorporated.

Article 7 The stocks issued to domestic investors (hereinafter referred to as “domestic capital stocks”) by a limited stock company (hereinafter
referred to as “company”) that has issued and listed its stocks abroad shall be in the form of inscribed stocks.

Article 8 The board of directors may make separate arrangements for the plan of issuing and listing foreign capital stocks and domestic capital
stocks approved by the Securities Committee of the State Council.

The plan for the issuing and listing of foreign capital stocks and domestic capital stocks worked out according to the provisions
in the preceding paragraph may be executed separately within 15 months starting from the date of approval by the Securities Committee
of the State Council.

Article 9 If a company issues foreign capital stocks and domestic capital stocks listed abroad within the total amount fixed in the stock issue
plan, it shall float them in full in one issue. If special circumstances prevent this from being realized, it may issue them in installments
with the approval of the Securities Committee of the State Council.

Article 10 If a company fails to issue all the stocks as planned in one issue, it is not allowed to issue new stocks not covered by the plan.
If a company needs to adjust the stock issue plan, the shareholders meeting shall adopt a resolution for the examination by the company
examination and approval department authorized by the State Council and the approval by the Securities Committee of the State Council.

The interval between the second issue of foreign capital stocks listed abroad by adding capital and the previous issue shall not be
less than 12 months.

Article 11 In issuing foreign capital stocks listed abroad within the total amount fixed in the stock issue plan, it may, with the approval
of the Securities Committee of the State Council, agree with the underwriter(s) in the underwriting agreement to reserve a certain
amount of stocks apart from the amount underwritten but the amount reserved shall not exceed 15% of the total amount planned to be
issued and listed abroad. The issue of the reserved shares is regarded as part of the same issue.

Article 12 A company shall reveal in full and detail the plan for separately issuing foreign capital stocks listed abroad and domestic capital
stocks in the prospectus for all issues. Rerevelation is required if the stock issue plan approved is altered.

Article 13 The Securities Committee of the State Council, together with the company examination and approval department, may provide specific
stipulations concerning the essential clauses in the articles of association of a company.

The articles of association of a company shall specify clearly the contents required by essential clauses. A company is not allowed
to alter or omit, without approval, the contents of the essential clauses in the articles of association.

Article 14 A company shall specify the term of its operation in the articles of association. The term of operation of a company may be extended
for ever.

Article 15 The articles of association of a company are binding to the company and its shareholders, directors, supervisors, managers and other
senior management personnel.

The company and its shareholders, directors, supervisors, managers and other senior management personnel all may apply for arbitration
or take legal proceedings according to the advocacy and rights provided for in the articles of association.

The term “senior management personnel” referred to in the first and second paragraphs of this article include people responsible for
the financial and accounting affairs of the company, secretaries of the board of directors and other people as provided for in the
articles of association.

Article 16 The names of investors abroad holding foreign capital stocks listed abroad and registered in the list of shareholders of a company
shall be the foreign capital stock holders abroad of the company.

Owners of the rights and interests of foreign capital stocks listed abroad may registered their shares under the names of nominal
shareholders according to the provisions of the laws of the place where the list of foreign capital stock holders is kept or the
place where the stocks are listed.

The list of foreign capital stock holders is the full evidence testifying the holding of the company’s foreign capital stocks, except
otherwise testified by opposite evidence.

Article 17 A company may keep the original list of its foreign capital stock holders abroad and entrust a foreign agency for its safekeeping
according to the understanding and agreement referred to in Article 4 of this set of provisions. The company shall keep the copy
of the list of foreign capital stock holders made by the foreign agency at the residence of the company. The entrusted foreign agency
shall ensure the all-time identity of the original and copy of the list of foreign capital stock holders.

Article 18 If an alteration of the list of foreign capital stock holders needs to be made according to judicial rulings, the ruling may be made
by the court exercising the jurisdiction over the place where the original of the list is kept.

Article 19 If a holder of foreign capital stocks lost his or her shares and applies for re-issue, the case may be handled according to the law
where the list of the foreign capital stock holders is kept, the rules of the stock exchange and other relevant regulations.

Article 20 In calling shareholders meetings, a company shall issue a written notice 45 days in advance to all the listed shareholders, specifying
the matters to be examined and discussed, the date and place of the meeting.

The shareholders planning to attend the shareholders meeting shall send back the reply in writing to the company 20 days before the
convocation of the meeting.

The specific format of the written notice and written reply shall be specified in the articles of association of a company.

Article 21 In its annual meeting of shareholders, the shareholders holding more than 5% of the voting stocks have the right to put forward new
bills in writing and the company should list the matters falling into the scope of the functions of the shareholders meeting into
the agenda of the meeting.

Article 22 A company shall count the number of voting stocks represented by shareholders according to the number of written replies received
on 20th day away from the shareholders meeting. If the number of voting stocks represented by shareholders planning to attend the
meeting has reached half of the total number of voting stocks, the company may call the shareholders meeting. If the number has not
reached half of the total number of voting stocks, the company should, within five days, inform the shareholders in the form of announcement
of the matters to be discussed and the date and place of the meeting. After the announcement is made, the company may call the shareholders
meeting.

Article 23 The directors, supervisors, managers and other senior management personnel of a company have the obligations of being honest, trustworthy
and industrious to the company.

The people listed in the preceding paragraph shall observe the articles of association of the company, faithfully perform their duties
and protect the interests of the company. They are not allowed to seek personal gains by abusing the positions and powers they hold
in the company.

Article 24 A company shall appoint an independent certified accountants office that conforms to the relevant regulations of the State to audit
its annual report and cross check other financial reports of the company.

The company shall provide relevant materials to the certified accountants office it has appointed and answer its inquires.

The period of appointment of a certified accountants office starts from the date when the first annual shareholders meeting ends to
the date when the next annual shareholders meeting ends.

Article 25 In dismissing or discontinuing the appointment of a certified accountants office, a company shall notify the said accountants office
in advance and the said accountants office has the right to make its statement to the shareholders meeting.

If a certified accountants office quits, it shall state to the shareholders meeting whether or not there is anything improper in the
company.

Article 26 The decision to appoint, dismiss or discontinue to appoint a certified accountants office shall be taken by the shareholders meeting
and the decision shall be submitted to the China Securities Supervision and Management Committee for the record.

Article 27 The dividends on foreign capital stocks and other relevant payments made to shareholders abroad shall be priced and announced in
Renminbi and paid in foreign currencies. The settlement of the capital raised by the company in foreign currencies and the foreign
exchange needed by a company to pay the stock dividends and make other payments to shareholders shall be handled according to the
provisions concerning the foreign exchange control of the State.

If the articles of association provide that the said payments shall be converted into foreign currencies and paid to shareholders
by other organizations, the provisions of the articles of association shall apply.

Article 28 The documents of information compiled by a company for revelation at home and abroad shall not be self-contradictory in contents.

If there are disparities between the information revealed at home, abroad or in different countries according to the domestic and
foreign laws and regulations and rules of stock exchanges, the company shall reveal the differences simultaneously at relevant stock
exchanges.

Article 29 The disputes arising from the matters relating to the contents of the articles of association and other affairs of the company between
foreign capital stock holders and the company, between foreign capital stock holders and the directors, supervisors and managers
of the company and between foreign capital stock holders and domestic capital stock holders shall be settled in the way provided
for in the articles of association.

The law of the People’s Republic of China shall apply in settling the disputes mentioned in the preceding paragraph.

Article 30 This set of provisions shall be implemented starting from the date of promulgation.

THE GOVERNMENT PROCUREMENT LAW

The Government Procurement Law of the People’s Republic of China

(Adopted at the 28th Meeting of the Standing Committee of the Ninth National People’s Congress on June 29, 2002 and
promulgated by Order No. 68 of the President of the People’s Republic of China on June 29, 2002)

Contents

Chapter I General Provisions

Chapter II Parties to Government Procurement

Chapter III Methods of Government Procurement

Chapter IV Government Procurement Proceedings

Chapter V Government Procurement Contract

Chapter VI Query and Complaint

Chapter VII Supervision and Inspection

Chapter VIII Legal Liabilities

Chapter IX Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted for purposes of regulating government procurement activities, improving efficiency in the use
of government procurement funds, safeguarding the interests of the State and the public, protecting the legitimate rights and interests
of the parties to government procurements and promoting honest and clean government.

Article 2 This Law is applicable to government procurement activities conducted within the territory of the People’s Republic
of China.

For purposes of this Law, “Government Procurement” refers to the purchasing activities conducted with fiscal funds by government
departments, institutions and public organizations at all levels, where the goods, construction and services concerned are in the
centralized procurement catalogue complied in accordance with law or the value of the goods, construction or services exceeds the
respective prescribed procurement thresholds.

The centralized procurement catalogue and the prescribed procurement thresholds mentioned above shall be complied within the limits
of powers defined by this Law.

For purposes of this Law, “Procurement” refers to activities conducted by means of contract for the acquirement of goods, construction
or services for consideration, including but not limited to purchase, lease, entrustment and employment.

For purposes of this Law, “Goods” refer to objects of every kind and form, including but not limited to raw and processed materials,
fuel, equipment and products.

For purposes of this Law, “Construction” refers to all construction projects, including construction, reconstruction, expansion,
fitting up, demolition and repair and renovation of a building or structure.

For purposes of this Law, “Services” refer to any object of government procurement other than goods and construction.

Article 3 The principles of openness and transparency, fair competition, impartiality and good faith shall be adhered to in
government procurement activities.

Article 4 Where public invitation or invited bidding is adopted for government procurement of construction, the Law on Bid
Invitation and Bidding shall apply.

Article 5 No entity or individual may, by any means, deny or restrict free access by outside suppliers to the local markets
or the market of the same industry for government procurement.

Article 6 Government procurement shall be conducted strictly in accordance with the budget approved.

Article 7 Government procurement shall be conducted by both centralized and decentralized procurement. The items of centralized
procurement shall be determined in accordance with the centralized procurement catalogue published by people’s governments at or
above the provincial level.

The centralized procurement catalogue for government procurement items that come under the central budget shall be determined and
published by the State Council; the centralized procurement catalogue for government procurement items that come under the local
budgets shall be determined and published by the people’s governments of provinces, autonomous regions or municipalities directly
under the Central Government or the departments authorized by them.

Centralized procurement shall be made for government procurement items that are included in the centralized procurement catalogue.

Article 8 The thresholds for government procurement items that come under the central budget shall be prescribed and published
by the State Council; the thresholds for items that come under local budgets shall be prescribed and published by the people’s governments
of provinces, autonomous regions or municipalities directly under the Central Government or the department authorized by them.

Article 9 Government procurement shall be conducted in such a manner as to facilitate achievement of the goals designed by
State policies for economic and social development, including but not limited to environmental protection, assistance to underdeveloped
or ethnic minority areas, and promotion of the growth of small and medium-sized enterprises.

Article 10 The government shall procure domestic goods, construction and services, except in one of the following situations:

(1) where the goods, construction or services needed are not available within the territory of the People’s Republic of China or,
though available, cannot be acquired on reasonable commercial terms;

(2) where the items to be procured are for use abroad; and

(3) where otherwise provided for by other laws and administrative regulations.

The definitions for the domestic goods, construction or services mentioned in the preceding paragraph shall be applied in accordance
with the relevant regulations of the State Council.

Article 11 Information, with the exception of information related to business secrets, regarding government procurements shall
be announced to the public in a timely manner through the media designated by the department for supervision over government procurement.

Article 12 Where in government procurement the procuring person or the person concerned has an interest in the suppliers, he
shall withdraw from the procurement proceeding. Where a supplier believes that the person doing the procuring or the person concerned
has an interest in other suppliers, it may apply for withdrawal of the said person.

The person concerned as mentioned in the preceding paragraph means any of the members of the bid evaluation committee for procurement
through public invitation, of the negotiation team for procurement through competitive negotiations, or the inquiry team for procurement
through inquiry of quotations.

Article 13 The finance departments of the governments at all levels are departments for supervision over government procurement,
performing the duty of supervision over government procurement activities in accordance with law.

The departments concerned in the government at all levels shall, in accordance with law, perform the duty of supervision over activities
related to government procurement.

Chapter II

Parties to Government Procurement

Article 14 The parties to government procurement refer to the principal entities of all kinds that enjoy rights and undertake
obligations in government procurement, including the procuring entities, the suppliers and the procuring agencies.

Article 15 The procuring entities refer to the government departments, institutions and public organizations that engage in
government procurement in accordance with law.

Article 16 The institutions for centralized procurement are the procuring agencies. People’s governments at the level of cities
divided into districts and of autonomous prefectures or above that make arrangements for centralized procurement on the basis of
the items to be procured by the governments, are required to set up institutions for centralized procurement.

The institutions for centralized procurement are non-profit legal persons that conduct procurement as entrusted by the procuring
entities.

Article 17 When conducting government procurement activities, institutions for centralized procurement shall meet the requirements
for procurement at a lower-than-average market price, at higher efficiency, and of quality goods and services.

Article 18 When procuring items for the government that are included in the centralized procurement catalogue, the procuring
entities shall entrust the matter to institutions for centralized procurement; they may do it themselves where the items to be procured
are not included in the said catalogue, or they may entrust the matter to institutions for centralized procurement that shall do
it on their behalf within the scope entrusted.

Items, included in the centralized procurement catalogue that are for general use by the governments, shall be procured by entrusting
the matter to an institution for centralized procurement; items for the special need of a department or set-up shall be procured
by the department or set-up in a centralized manner; items for the special need of an individual entity may be procured by the entity
itself upon approval by the people’s government at or above the provincial level.

Article 19 Procuring entities may entrust procuring agencies certified by the relevant department under the State Council or
under the people’s government at the provincial level, which shall conduct the government procurement within the scope entrusted.

Procuring entities shall have the right to choose procuring agencies on their own, no unit or individual may, by any means, designate
procuring agencies for them.

Article 20 Where a procuring entity, in accordance with law, entrusts a procuring agency with the procurement, the two sides
shall conclude an agreement to such an effect, in which the entrusted matters shall be defined and the rights and obligations for
both sides shall be specified in accordance with law.

Article 21 The suppliers refer to the legal persons, other organizations or natural persons that provide goods, construction
or services to the procuring entities.

Article 22 A supplier in government procurement shall meet the following requirements:

(1) having the capacity to assume civil liabilities independently;

(2) having a good business reputation and sound financial and accounting systems;

(3) having the equipment and professional expertise needed for performing contracts;

(4) having a clean record of paying taxes and making financial contributions to social security funds in accordance with law;

(5) having committed no major breaches of law in its business operation in the three years prior to its participation in the procurement;
and

(6) other requirements provided for in laws and administrative regulations.

A procuring entity may specify special requirements for suppliers on the basis of the special need of a particular item for procurement,
provided that they are not unreasonable requirements that result in differential or discriminatory treatment of suppliers.

Article 23 The procuring entity may require the suppliers participating in government procurement to provide the documents
certifying their qualifications and information about their business performance and examine the qualifications of the suppliers
against the requirements provided for in this Law and the special requirements necessitated by the items to be procured.

Article 24 Two or more natural persons, legal persons or other organizations may form a consortium to participate in government
procurement in the capacity of a single supplier.

Where the form of consortium is taken in government procurement, each of the suppliers in the consortium shall meet the requirements
specified in Article 22 of this law and, in addition, a consortium agreement shall be submitted to the procuring entity, in which
the assignments allotted to and the obligations undertaken by each party to the consortium are clearly stated. All parties to the
consortium shall jointly enter into a procurement contract with the procuring entity, bearing joint and several liabilities to the
procuring entity for matters agreed upon in the contract.

Article 25 No parties to government procurement may act in collusion with each other to harm the interest of the State or the
public or the legitimate rights and interests of other parties to government procurement, or exclude, by any means, other potential
suppliers from participating in competition.

No supplier may try to win a bid or conclude a deal by bribing members of the procuring entity, the procuring agency, or members
of the bid evaluation committee, the competition negotiation team or quotation inquiry team, or by any other illegitimate means.

No procuring agency may seek illegal interests through bribing members of the procuring entity or by any other illegitimate means.

Chapter III

Methods of Government Procurement

Article 26 The following methods shall be adopted for government procurement:

(1) public invitation;

(2) invited bidding;

(3) competitive negotiation;

(4) single-source procurement;

(5) inquiry about quotations; and

(6) other methods confirmed by the department for supervision over government procurement under the State Council.

Public invitation shall be the principal method of government procurement.

Article 27 Where public invitation is required for procurement of goods or services by the procuring entity, if such goods
or services are included in the government procurement items covered by the central budget, the specific quotas shall be determined
by the State Council; if the items covered by local budgets, the specific quotas shall be determined by the people’s government of
a province, autonomous region or municipality directly under the Central Government. Where it is necessary to adopt a method other
than public invitation under special circumstances, the matter shall be subject to approval by the department for supervision over
procurement under the people’s government at or above the level of the city divided into districts or of the autonomous prefecture,
before procurement is conducted.

Article 28 No procuring entity may avoid public invitation required for procuring certain goods or services by breaking them
up into parts or by any other means.

Article 29 Under one of the following conditions, goods or services may be procured by invited bidding in accordance with this
Law:

(1) where the goods or services in question are special in character and can only be procured from a limited number of suppliers;
or

(2) where the cost of public invitation forms an excessive proportion of the total value of the government procurement items.

Article 30 Under one of the following conditions, goods or services may be procured through competitive negotiation in accordance
with this Law:

(1) where, after bidding is invited, no supplier submits any tender, or qualified tender is lacking, or re-invitation fails;

(2) where it is hard to determine the detailed specifications or specific requirements because of technical complexity or special
nature;

(3) where bid invitation takes so long a time that it is hard to satisfy the urgent needs of the procuring entity; or

(4) where the total value of the goods or services to be procured cannot be determined in advance.

Article 31 Under one of the following conditions, goods or services may be procured through single-source procurement in accordance
with this Law:

(1) where goods or services can be procured from only one supplier;

(2) where goods or services can not be procured from other suppliers due to an unforeseeable emergencies; or

(3) where consistency of the items or compatibility of the services procured requires procurement of additional items or services
from the same supplier, provided that the total value of the additional procurement does not exceed 10 percent of the value of the
base procurement contract.

Article 32 Inquiry about quotations may be adopted in accordance with this law for government procurement of those goods the
specifications and standards of which are uniform, the supply of which for spot transaction is sufficient and the prices of which
fluctuate very little.

Chapter IV

Government Procurement Proceedings

Article 33 When the department in charge of departmental budgeting drafts the budget for the next fiscal year, the items to
be procured and the funds required shall be included in the budget and submitted to the financial department at the same level for
compilation. The departmental budget shall be subject to examination and approval conducted and granted within the limits of powers
of budgetary administration and in accordance with budgetary administration procedures.

Article 34 Where invited bidding is adopted for the procurement of goods or services, the procuring entity shall randomly choose
three or more suppliers from among those that meet the qualifications required, and send invitation documents to them.

Article 35 Where public invitation is adopted for the procurement of goods or services, the period of time beginning from the
date of issuance of the bid invitation documents to the deadline for submission of the bid documents by bidders shall be not less
than 20 days.

Article 36 When one of the following circumstances arises in procurement through bid invitation, the bid proceeding shall be
annulled:

(1) where there are less than three suppliers that meet the professional qualifications required or that have made substantive response
to the bid invitation documents;

(2) where violations of laws or regulations occur to the detriment of impartial procurement;

(3) where all the prices offered by the bidders exceed the budget for procurement so that the procuring entity can not afford them;
or

(4) where the procurement project is cancelled due to major changes in circumstances.

Once the bid proceeding is annulled, the procuring entity shall inform all the bidders of the reasons for the annulment.

Article 37 After annulment, the bid proceedings shall be rearranged unless the procurement project is cancelled. Where it is
necessary to adopt other methods of procurement, the matter shall, before procurement starts, be subject to approval by the department
for supervision over procurement under the people’s government at or above the level of a city divided into districts or of an autonomous
prefecture, or by a relevant government department.

Article 38 Where competitive negotiation is adopted for procurement, the following procedure shall be followed:

(1) Setting up of a negotiation team. The team shall be composed of three or more representatives of the procuring entity and experts
in the relevant fields, the number shall be odd, and the number of experts shall be not less than two-thirds of the total.

(2) Drafting of documents for negotiation. In the documents shall be clearly stated the negotiation procedure and contents, the terms
of a draft contract and the criteria for evaluating a deal concluded.

(3) Deciding on the name list of the suppliers to be invited to participate in the negotiation. The negotiation team shall choose
not less than three suppliers from among all the qualified suppliers in the name list to participate in negotiation and provide them
with the documents for negotiation.

(4) Negotiating. All members of the negotiation team together negotiate with the suppliers individually. In the course of negotiation,
neither side may disclose other suppliers’ technical data, prices or other information related to the negotiation. Where there are
any substantive changes made in the documents for negotiation, the negotiation team shall inform, in writing, all the suppliers participating
in the negotiation of the changes.

(5) Deciding on the successful supplier. Once the negotiation is concluded, the negotiation team shall request all the suppliers
participating in the negotiation to quote their final offering prices within a specified time limit. The procuring entity shall decide
on the successful supplier from among the candidates recommended by the negotiation team on the principle that the supplier meets
the need of procurement and that the price it quotes is the lowest among the prices quoted for goods of equal quality and for equal
services, and it shall inform all the unsuccessful suppliers that participate in the negotiation of the result.

Article 39 Where the single-source procurement is adopted, the procuring entity and suppliers shall follow the principles provided
for by this Law in carrying out the procurement on the basis of guaranteed quality and the reasonable price agreed by both sides.

Article 40 Where inquiry about quotations is adopted, the following procedure shall be followed:

(1) Setting up of a quotation inquiry team. The team shall be composed of three or more representatives of the procuring entity and
experts in the relevant fields, the number shall be odd, and the number of the experts shall be not less than two-thirds of the total.
The team shall specify the composition of price for the items to be procured and the criteria for evaluating a deal concluded.

(2) Deciding on the name list of the suppliers to be inquired of about quotations. The quotations inquiry team shall, on the basis
of the procurement need, choose not less than three suppliers from among all the qualified suppliers in the name list and send to
each of them a quotations inquiry notice to solicit their quotations.

(3) Inquiry about quotations. The quotations inquiry team shall request the suppliers to be inquired of about quotations, to quote
their prices just for once, which are not to be changed.

(4) Determining the successful supplier. The procuring entity shall determine the successful supplier on the principle that the supplier
meets the need of procurement and the price it quotes is the lowest among the prices quoted for goods of equal quality and equal
services, and it shall inform all the unsuccessful suppliers that are inquired of about quotations of the result.

Article 41 The procuring entity or the entrusted procuring agency shall, before acceptance, make arrangements for inspection
of the fulfillment of the procurement contract on the part of the supplier. For large and complex procurement items, it shall invite
quality-testing institutions confirmed by the State to participate in the inspection. Members of the inspecting side shall sign their
names on the inspection report and shall bear corresponding legal responsibilities.

Article 42 The procuring entity or the procuring agency shall properly keep all the procurement documents relating to the procurement
of each item, and it may not fabricate, forge, conceal or destroy such documents. The period of time for preservation of procurement
documents shall be not less than 15 years starting from the date the procurement is completed.

The procurement documents include the records of procurement, procurement budget, bid invitation documents, bid documents, criteria
for bid evaluation, evaluation report, documents relating to decision on the awarding of a bid, contract text, inspection-acceptance
certificates, replies to queries, decisions on complaints handled and other related documents and data.

The records of procurement shall, at least, include the following:

(1) the types and names of the items to be procured;

(2) the budget for procurement items, composition of funds and price fixed by contract;

(3) the procurement method; where a method other than public invitation is adopted, the reasons shall be stated clearly;

(4) qualification requirements and reasons for inviting or selecting suppliers;

(5) criteria for bid evaluation and reasons for deciding on the winner of the bid;

(6) reasons for canceling the bid proceeding; and

(7) the records relating to adoption of the procurement method other than bid invitation.

Chapter V

Government Procurement Contract

Article 43 The Contract Law is applicable to government procurement contract. The rights and obligations of the procuring entity
and the supplier respectively shall, on the principle of equality and voluntariness, be agreed on in a contract.

The procuring entity may entrust a procuring agency with the conclusion, on its behalf, of a government procurement contract with
the supplier. Where the contract is signed by the procuring agency in the name of the procuring entity, the entrustment document
shall be submitted as an annex to the contract.

Article 44 The government procurement contract shall be made in written form.

Article 45 The department for supervision over government procurement under the State Council shall, in conjunction with the
relevant departments under the State Council, specify the provisions essential to government procurement contracts.

Article 46 The procuring entity, the winner of the bid or the successful supplier shall, within 30 days from the date the notice
informing the said winner or supplier of their acceptance is sent out, sign a government procurement contract pursuant to the particulars
set in the procurement documents.

The notice informing the winner of a bid or the successful supplier of their acceptance shall be legally effective to both the procuring
entity and the said winner or supplier. After the said notice is sent out, if the procuring entity alters the result regarding the
winner of a bid or the successful supplier, or the said winner or supplier gives up the project for which it wins the bid, it shall
bear legal responsibility in accordance with law.

Article 47 Within seven working days beginning from the date the contract for government procurement items is concluded, the
procuring entity shall submit a copy of the contract to the department for supervision over government procurement at the same level
and a copy to the relevant department for the record.

Article 48 Subject to consent of the procuring entity, the winner of the bid or the successful supplier may perform the contract
by subcontract in accordance with law.

Where the government procurement contract is performed by subcontract, the winner of the bid or the successful supplier shall be
responsible to the procuring entity for both the whole procurement project and its subcontracted parts, while the subcontractors
shall be responsible for the subcontracted part.

Article 49 If, when the government procurement contract is being performed, the procuring entity needs to procure additional
goods, construction or services of the same nature as those of the base government procurement contract, it may, on the premise that
no change is made in the other clauses of the contract, conclude a supplementary contract with the supplier, provided that the total
value of all the additional procurements does not exceed 10 percent of that of the principal contract.

Article 50 No parties to the government procurement contract may, without authorization, alter, suspend or terminate the contract.

Where continued performance of the government procurement contract is detrimental to the interests of the State or of the public,
the parties to the contract shall alter, suspend or terminate the contract. The party at fault shall bear the liability to pay compensation;
where both parties to the contract are at fault, each shall honor its own liability.

Chapter VI

Query and Complaint

Article 51 Where suppliers have queries about matters regarding government procurement activities, they may raise the queries
to the procuring entity, the latter shall make a timely reply, in which no business secrets may be contained.

Article 52 Where a supplier believes that the procurement documents, procurement proceeding or the results regarding the winner
of the bid or the successful supplier harm its own rights and interests, it may, within 7 working days from the date it knows or
should know that its rights and interests are harmed, raise queries to the procuring entity in writing.

Article 53 The procuring entity shall, within seven working days from the date it receives the queries of the supplier in writing,
make a reply and notify in writing the supplier that raises the queries and the other suppliers concerned of the reply, in which
no business secrets may be contained.

Article 54 Where a procuring agency is entrusted by the procuring entity with the procurement, the suppliers may address inquiries
or queries to the agency, which shall, pursuant to Articles 51 and 53 of this Law, make a reply regarding matters within the limits
of authorization given by the procuring entity.

Article 55 Where the supplier that raises queries is not satisfied with the reply made by the procuring entity or the procuring
agency, or the latter fails to make a reply within the specified time limit, the supplier may, within 15 working days following the
expiration of the time limit, lodge a complaint with the department for supervision over government procurement at the same level.

Article 56 The department for supervision over government procurement shall, within 30 working days after receiving the complaint,
make a decision after handling the complaint and inform in writing the complainant and the parties related to the complaint of its
decision.

Article 57 Depending on the specific circumstances, the department for supervision over government procurement may, during
the period in which it is dealing with the complaint, notify in writing the procuring entity to suspend its procurement activities,
provided that the period of suspension does not exceed a maximum of 30 days.

Article 58 Where the complaint is not satisfied with the decision made by the department for supervision over government procurement,
or the latter fails to make a decision within the specified time limit, the complainant may, in accordance with law, apply for administrative
reco

ADMINISTRATIVE RULES FOR THE REPORTING BY FINANCIAL INSTITUTIONS OF LARGE-VALUE AND SUSPICIOUS FOREIGN EXCHANGE TRANSACTIONS

Decree of the People’s Bank of China

No.3

In accordance with the Law of the People’s Republic of China on the People’s Bank of China and other laws and regulations, the Administrative
Rules for the Reporting by Financial Institutions of Large-Value and Suspicious Foreign Exchange Transactions has been adopted at
the 7th executive meeting on September 17, 2002, and is hereby promulgated for implementation as of March 1, 2003.
President of the People’s Bank of China Zhou Xiaochuang

January 3, 2003

Administrative Rules for the Reporting by Financial Institutions of Large-Value and Suspicious Foreign Exchange Transactions

Article 1

These Rules are formulated in accordance with Regulations of the People’s Republic of China on Foreign Exchange Administration and
other regulations in order to monitor large-value and suspicious foreign exchange transactions.

Article 2

Financial institutions located in the territory of China that run foreign exchange business (hereinafter referred to as financial
institutions) shall report, in accordance with these Rules, to foreign exchange administration authorities large-value and suspicious
foreign exchange transactions.

Large-value foreign exchange transaction refers to foreign exchange transactions above a specified amount made by transactions parties
in any form of settlement through financial institutions.

Suspicious foreign exchange transaction refers to foreign exchange transaction with abnormal amount, frequency, source, direction,
use or any other such nature.

Article 3

State Administration of Foreign Exchange and its branches (hereinafter referred to as SAFE) are responsible for supervising and administering
the reporting of large-value and suspicious foreign exchange transactions.

Article 4

When opening foreign exchange accounts for customers, financial institutions shall abide by Rules on Using Real Name for Opening
Individual Deposit Account and Rules on Administration of Foreign Exchange Account within the Territory of People’s Republic of China
and shall not open anonymous foreign exchange accounts or accounts in obviously fictitious names for their customers.

When processing foreign exchange transactions for customers, financial institutions shall verify information about the customer’s
real identity, including the name of work unit, name of the legal representative or person-in-charge, ID and its number, supporting
documents for account opening, organization registration code, address, registered capital, business scope, size of business operation,
average daily transaction volume of the account and in the case of an individual customer, name of the depositor, ID and its number,
address, occupation, household income and other information about the customer’s family.

Article 5

Financial institutions shall record all large-value and suspicious foreign exchange fund transactions and keep the record for a minimum
of five years as of the day of transaction.

Article 6

Financial institutions shall establish and improve internal anti-money laundering post responsibility system, formulate internal
anti-money laundering procedure and, have specified staff record, analyze and report large-value and suspicious foreign exchange
transactions.

Article 7

Financial institutions shall not disclose to any agency or individual information about large-value and suspicious foreign exchange
transactions, unless otherwise provided for by laws.

Article 8

The following foreign exchange transactions constitute large-value foreign exchange transactions:

(1)

Any single deposit, withdrawal, purchase or sale of foreign exchange cash above US$10,000 or its equivalent, or the accumulated amount
of multiple deposit, withdrawal, purchase or sale transactions of foreign exchange within one day above US$10,000 or its equivalent;

(2)

Foreign exchange non-cash receipt and payment transactions made through transfer, bills, bank card, telephone-banking, internet banking
or other electronic transactions or other new financial instruments in which a single transaction volume or accumulated transaction
volume within one day exceeding US$100,000 or its equivalent by individual customers, and in the case of corporate customers, a single
transaction volume or accumulated transaction volume within one day exceeding US$500,000 or its equivalent.

Article 9

The following foreign exchange transactions constitute suspicious foreign exchange cash transactions:

(1)

Frequent deposit and/or withdrawal of large amount of foreign exchange cash from an individual bankcard or individual deposit account
that are apparently not commensurate with the identity of or use of fund by the cardholder or account owner;

(2)

An individual resident transferring to or withdrawing cash in large amount in a foreign country after depositing large amount of foreign
exchange cash in a bankcard in China;

(3)

Frequent depositing, withdrawal or sale of foreign exchange through an individual foreign exchange cash account below the SAFE validated
threshold;

(4)

Non-resident individual requiring banks to open traveler’s check or draft to convert large amount of foreign exchange cash he/she
has brought into China in order to take the fund out of China;

(5)

Frequently depositing large amount of foreign exchange cash in a bankcard held by non-resident individual;

(6)

Frequent and large-amount fund movement through a corporate foreign exchange account not commensurate with the business activities
of the account owner;

(7)

Regular and large-amount cash deposit into a corporate foreign exchange account without withdrawal of large amount of cash from the
said account;

(8)

An enterprise frequently receiving export proceeds in cash that is apparently not commensurate with the range and size of its business;

(9)

The RMB fund that an enterprise uses to buy foreign exchange for overseas investment is mostly in cash or has been transferred from
a bank account not belonging to the said enterprise;

(10)

The RMB fund that a foreign-funded enterprise uses to buy foreign exchange for repatriation of profit is mostly in cash or has been
transferred from a bank account not belonging to the said enterprise;

(11)

A foreign-funded enterprise making investment in foreign exchange cash.

Article 10

The following foreign exchange transactions constitute suspicious foreign exchange non-cash transactions:

(1)

Foreign exchange account of an individual resident frequently receiving fund from domestic accounts that are not under the same name;

(2)

An individual resident frequently receiving large amount of foreign exchange remittance from abroad before remitting the total amount
out in the original denomination, or frequently remitting foreign exchange fund of the same denomination that is transferred from
abroad in large amount;

(3)

Non-resident individual frequently receiving remittance in large amount from abroad, especially from countries (regions) with serious
problems of narcotics production and trafficking;

(4)

Foreign exchange account of a resident or non-resident individual with a regular pattern of receiving large amount of fund which is
withdrawn in several transactions the next day, and then receiving large amount of fund again which is withdrawn in several transactions
the next day;

(5)

An enterprise making frequent and large advance payment for import and commission under trade account below the SAFE validated threshold
through its foreign exchange account;

(6)

An enterprise frequently receiving, through its foreign exchange account, export payment in bills (such as check, draft and promissory
note) in large amount;

(7)

Dormant foreign exchange accounts or foreign exchange accounts usually with no large fund movement suddenly receiving abnormal foreign
exchange fund inflow, and the inflow gradually becoming larger in a short period of time;

(8)

An enterprise having frequent and large amount fund transactions through its foreign exchange account not commensurate with the nature
and size of its business operation;

(9)

The foreign exchange account of an enterprise becoming inactive abruptly following frequent and large amount inflow and outflow of
fund;

(10)

Frequent fund movement through the foreign exchange account of an enterprise in amounts divisible by thousand;

(11)

Rapid inflow and outflow of fund through the foreign exchange account of an enterprise, the amount of which is big within one day
but the outstanding balance of the account is very small or nil;

(12)

The foreign exchange account of an enterprise remitting abroad the bulk of balance received in multiple small amount electronic transfers,
check or draft deposits;

(13)

A domestic enterprise opening an offshore account in the name of an overseas legal person or natural person, and the said offshore
account experiencing regular fund movement;

(14)

An enterprise remitting fund to many domestic residents through an offshore account and surrendering foreign exchange to banks in
the name of donation, the transfer of fund and foreign exchange sales all done by one person or few persons;

(15)

The annual expatriation of profit by a foreign-funded enterprise exceeding the amount of originally invested equity by a large margin
and obviously not commensurate with its business operation;

(16)

A foreign-funded enterprise rapidly moving the fund abroad in a short period of time after receiving the investment, which is not
commensurate with the payment demand of its business operation;

(17)

Offsetting deposit and loan transactions with affiliates or connected companies of financial institutions located in regions with
serious smuggling, drug trafficking or terrorist activities or other crimes;

(18)

Securities institutions ordering banks to transfer foreign exchange fund not for the purpose of securities dealing or settlement;

(19)

Securities institutions that engages in B share trading business frequently borrowing large amount of foreign exchange fund through
banks; and

(20)

Insurance institutions frequently making compensation payment in large amount to or discharging insurance in large amount for the
same overseas policy holder through banks.

Article 11

Financial institutions shall report the large-value or suspicious foreign exchange fund transactions as defined by Articles 8, 9
and 10 monthly in hard copy as well as in electronic copy.

Article 12

Financial institutions shall examine the following foreign exchange cash transactions and report promptly any discovery of suspected
money laundering in hard copy with relevant documents attached.

(1)

Amount of expenditure of foreign exchange account roughly tallying with the amount of deposit in the previous day;

(2)

Depositing foreign exchange or renminbi cash in many transactions in the foreign exchange deposit accounts of other individuals and
receiving at the same time renminbi or foreign exchange of equivalent amount;

(3)

An enterprise frequently purchasing foreign exchange with renminbi cash.

Article 13

Financial institutions shall conduct verification over the following non-cash foreign exchange transactions, and shall promptly report
any discovering of suspected money laundering activity and attach related files to the superior authorities:

(1)

An individual resident frequently switching from one denomination to another when conducting foreign exchange transactions apparently
with no profit-seeking purpose;

(2)

An individual resident asking a bank to issue traveler’s check or draft after frequently receiving foreign exchange remittance from
abroad;

(3)

A non-resident individual frequently ordering traveler’s check or cashing traveler’s check or draft in large amount through foreign
exchange account;

(4)

When opening foreign exchange account, an enterprise declining to provide supporting documents or general information on different
occasions;

(5)

An enterprise group making internal foreign exchange fund transfer exceeding the volume of actual business operation;

(6)

An enterprise providing incomplete documents when surrendering to or purchasing foreign exchange from a bank, or the amount of buying
or selling suddenly expanding, selling and buying becoming more frequent, or the amount of foreign exchange sold to the bank apparently
exceeding the normal level of its business operation;

(7)

When entering an item of export revenue into an account in a bank, an enterprise failing to provide valid documents but frequently
collecting foreign exchange sales statement (for verification purpose), or rejecting to provide valid documents but frequently collecting
foreign exchange sales statement (for verification purpose);

(8)

An enterprise frequently receiving foreign exchange, making foreign exchange payment or frequently selling foreign exchange to banks,
all in large amount, for the purpose of donation, advertising, sponsoring conference or exhibition, which is apparently not commensurate
with its range of business;

(9)

An enterprise frequently receiving foreign exchange, making foreign exchange payment, or frequently selling foreign exchange to banks,
all in large amount, for the purchase of buying or selling technology or trade mark right or other intangible assets, which is apparently
not commensurate with its range of business;

(10)

Freight, premium and commission paid by an enterprise apparently not commensurate with its import and export trade;

(11)

An enterprise often depositing traveler’s check or foreign exchange draft, especially those issued abroad and not commensurate with
its business operation;

(12)

An enterprise suddenly paying its overdue foreign exchange loan in full with fund whose source is unspecified or not commensurate
with the background of the said enterprise;

(13)

An enterprise applying for a loan guaranteed by assets or credit belonging to itself or a third party, the source of which is unspecified
or not commensurate with the background of the customer;

(14)

Raising fund abroad through letter of credit with no foreign trade background or other means;

(15)

An enterprise knowingly conducting loss-making sales or purchase of foreign exchange;

(16)

An enterprise seeking to conduct a swap between the local currency and foreign currency for a fund whose source and use is unspecified;

(17)

The capital invested by the foreign partner of a foreign-funded enterprise exceeding the approved amount or direct external borrowing
of a foreign-funded enterprise being remitted from a third country where there is no connected enterprise;

(18)

Local currency fund converted from capital invested by the foreign partner of a foreign-funded enterprise or external borrowing being
diverted to bank accounts for securities and other investment, which is not commensurate with its business operation;

(19)

Fund movement in and out of the foreign exchange cash account of an financial institution apparently not commensurate with the size
of the deposit in the account, or the fluctuation of fund movement apparently exceeding the change in the size of deposit;

(20)

Fund movement of the internal foreign exchange transaction accounts of a financial institution apparently not commensurate with its
daily business operation;

(21)

Fund movement of the inter-bank foreign exchange transaction account, onshore and offshore business transaction account, or account
for transactions with overseas affiliates apparently not commensurate with the daily business operation of the financial institution;

(22)

Foreign exchange credit or settlement between a financial institution and its connected enterprises fluctuating by a large margin
within a short period of time;

(23)

A financial institution buying an insurance policy with large value foreign currency cash; and

(24)

Any foreign exchange fund transaction being suspected with proper reasons by the staff of a bank or other financial institutions as
money laundering.

Article 14

Tier-one branches located in provincial capital, capital of autonomous region and municipality directly under the central government
of a financial institution shall act as the major reporting unit and the head office of the financial institution shall designate
a major reporting unit if there is no such branch in these places.

Sub-branches and offices of a financial institution shall report, within the first five work days of every month, large-value and
suspicious foreign exchange fund transactions of the preceding month through their superior office to the major reporting unit and
at the same time to the local branch office of SAFE.

Each major reporting unit shall summarize large-value and suspicious foreign exchange fund transactions that take place in the province,
autonomous region or municipality directly under Central Government in the preceding month and report, within the first 15 work days
of every month, to the local branch office of SAFE.

The head office of each financial institution shall report, within the first five days of every month, large-value and suspicious
foreign exchange fund transactions that take place within the head office in the preceding month to the local branch office of SAFE.

Article 15

When a financial institution discovers suspected crime during the examination and analysis of large-value and suspicious foreign
exchange fund transactions, it shall report to the local public security authority and local SAFE office within three work days as
of the day of discovery.

Article 16

SAFE branch offices in every province, autonomous region, and municipality directly under the central government shall summarize
large-value and suspicious foreign exchange fund transactions reported by financial institutes and report to SAFE head office within
the first 20 work days of every month; when a foreign exchange transaction is suspected as crime, the case shall be transferred promptly
to local public security authority and to the SAFE head office.

Article 17

In the case of any of the following misconduct by a financial institution, the SAFE shall issue a warning, order the financial institution
to take remedial action, and impose a fine between RMB10,000 yuan to RMB30,000 yuan.

(1)

Failing to report, according to relevant rules and regulations, large-value or suspicious foreign exchange fund transactions;

(2)

Failing to keep large-value or suspicious foreign exchange transactions in record as stipulated by relevant rules and regulations;

(3)

Disclosing large-value or suspicious foreign exchange fund transactions in violation of relevant rules and regulations; and

(4)

Opening foreign exchange account without examining account-opening document.

Article 18

When a financial institution opens a foreign exchange account for an individual customer without examining account-opening documents,
the SAFE shall issue a warning, order it to take remedial action and may impose a fine between RMB1,000 yuan and RMB5,000 yuan.

Article 19

When a financial institution brings about grave loss as a result of its serious violation of these Rules, the SAFE may cease or revoke
its approval for foreign exchange purchase and sales business in part or in full.

Article 20

Disciplinary penalty shall be imposed on the staff of a financial institution who provides assistance to money-laundering activities;
when the misconduct constitutes a violation of the criminal law, the case shall be transferred to judiciary authorities.

Article 21

“Frequent” in these Rules means foreign exchange fund transactions occurring at least three times each day or occurring daily for
at least five days in a row.

“Large amount” in these Rules refers to amount close to the threshold amount for reporting as a large-value foreign exchange transaction.

“A short period of time” in these Rules means within 10 business days.

When “above”, “between” and “up to” are used to indicate a threshold number, a floor or a ceiling, the number that ensues any of them
is also included.

Article 22

These Rules shall enter into force as of March 1, 2003.

The People’s Republic of China
2003-01-03

ADMINISTRATIVE RULES FOR THE REPORTING OF LARGE-VALUE AND SUSPICIOUS RMB PAYMENT TRANSACTIONS

Order of the People’s Bank of China

No.2

In accordance with the Law of the People’s Republic of China on the People’s Bank of China and other laws and regulations , the Administrative
Rules for the Reporting of Large-Value and Suspicious RMB Payment Transactions has been adopted at the 7th executive meeting on September
17, 2002, and is hereby promulgated for implementation as of March 1, 2003.
President of the People’s Bank of China Zhou Xiaochuang

January 3, 2003

Administrative Rules for the Reporting of Large-Value and Suspicious RMB Payment Transactions

Article 1

These Rules are formulated in accordance with Law of the People’s Republic of China on the People’s Bank of China and other laws
and regulations in order to strengthen supervision over RMB payment transactions, regulate RMB payment transaction reporting activities
and prevent bank payment and settlement from being misused for money laundering and other law-violating and criminal activities.

Article 2

RMB payment transactions referred to in these Rules are RMB-denominated monetary payment made by institutions and individuals through
bills, bank cards, remittance, entrusted collection, custodian acceptance, online payment and cash and its clearing transactions.

Large-value payment transactions refer to any RMB payment transaction whose value is above the specified threshold.

Suspicious payment transactions refer to those RMB payment transactions with abnormality in amount, frequency, direction, use or nature.

Article 3

Policy banks, commercial banks, urban and rural credit cooperatives and their unions, postal savings institutions (hereinafter referred
to as financial institutions) licensed by the People’s Bank of China and established within the territory of the People’s Republic
of China shall abide by these Rules when handling payment transactions.

Article 4

The People’s Bank of China and its branch offices shall be charged with supervising and administering reporting of payment transactions.

Article 5

The People’s Bank of China shall establish a payment transaction monitoring system.

Article 6

Financial institutions shall create specialized anti-money laundering posts in their operational offices, specify their responsibilities,
and have specified staff record, analyze and report large-value payment transactions and suspicious payment transactions.

Article 7

The following transaction payments constitute large-value transaction payments:

(1)

Any single credit transfer above RMB one million yuan between legal persons, other organizations and firms created by self-employed
persons (hereinafter referred to as institutions);

(2)

Any single cash transaction above RMB 200,000 yuan, including cash deposit, cash withdrawal, cash remittance, cash draft, cash promissory
note payment.

(3)

Fund transfer above RMB200,000 yuan among individual bank settlement accounts, and between individual bank settlement account and
corporate bank settlement account.

Article 8

The following payment transactions constitute suspicious payment transactions:

(1)

Fund being moved out in large quantities after coming into a financial institution in small amounts and in many batches within a short
period of time or vice versa;

(2)

The frequency and amount of fund movement apparently not commensurate with the magnitude of an enterprise’s business operation;

(3)

Direction of fund movement apparently not commensurate with the range of business operation of an enterprise;

(4)

Current fund movement apparently not commensurate with the features of an enterprise’s business operation;

(5)

Regular occurrence of frequent fund movement apparently not commensurate with the nature and business operation of an enterprise;

(6)

Frequent fund movement within a short period of time between the same receiving party and the same paying party;

(7)

Sudden and frequent fund movement in and out of an account that has been dormant for a long time;

(8)

An enterprise frequently receiving individual remittance that is obviously unrelated to its range of business within a short period
of time;

(9)

Cash deposit and withdrawal whose amount, frequency and use are apparently different from the normal fund movement of a customer;

(10)

The accumulated cash movement through an individual bank settlement account exceeding RMB one million yuan within a short period of
time;

(11)

Frequent fund transfer within a short period of time to and from customers located in regions with serious drug-trafficking, smuggling
and terrorist activities;

(12)

Accounts being opened and closed frequently, and experiencing large fund movement before being closed;

(13)

Breaking large-value fund movement up into small amounts deliberately in order to escape large-value payment transaction monitoring;

(14)

Other suspicious payment transaction defined by the People’s Bank of China; or

(15)

Other suspicious payment transaction identified by a financial institution.

“A short period of time” referred to in thisArticle is 10 or less than 10 business days.

Article 9

When a depositor applies for opening a bank settlement account, the financial institution should examine the authenticity, completeness
and legality of the documents submitted by the depositor.

Article 10

A financial institution shall create depositor’s database to record information of holders of bank settlement accounts, including,
in the case of a corporate customer, the post_title of the institution, name of legal representative or person-in-charge and name and
number of his/her valid ID, supporting documents for opening the account, organization registration code, address, registered capital,
range of business, major parties of fund movement, average size of daily fund movement of the account, and in the case of an individual
customer, the name of the customer, name and number of his/her ID, address and other information.

Article 11

When a financial institution discovers from its customer any occurrence as listed inArticle 8 in the processing of payment and settlement
business, it shall record, analyze the suspicious payment transaction, and fill in the Suspicious Payment Transaction Reporting Form
before reporting the case.

Article 12

When a financial institution finds it necessary to further verify a case of suspicious payment transaction, it shall report to the
People’s Bank of China in a timely manner. When the People’s Bank of China inquires about a case of suspicious payment transaction,
the inquired financial institution shall find out the truth, reply promptly and record the case in the file.

Article 13

A financial institution shall keep the record of payment transactions in accordance with the regulations on bank accounting files.

Article 14

A financial institution shall formulate internal rules and operational procedures for payment transaction reporting in line with
these Rules, and report the rules and procedures to the People’s Bank of China.

A financial institution shall supervise and examine the implementation of these rules and procedures by its branch offices.

Article 15

Large-value fund transfer from accounts shall be reported by the financial institution through connecting its system with the payment
transaction monitoring system.

Large-value cash transfer shall be reported by the financial institution through its business processing system or by writing.

Suspicious payment transaction shall be examined by the financial institution at the counter and reported in writing or other forms.

Article 16

When a financial institution processes a large-value fund transfer, it shall report to the head office of the People’s Bank of China
within the next business day after the day of the transaction’s occurrence.

When a financial institution processes a large-value cash transfer, the financial institution shall report within the next business
day after the day of the transaction’s occurrence to the local branch office of the People’s Bank of China, who shall in turn report
to head office of the People’s Bank of China.

Article 17

When an operational office of a policy bank, a wholly state-owned commercial bank, or a joint-stock commercial bank discovers a suspicious
payment transaction, it shall fill in the Suspicious Payment Transaction Reporting Form and report to the tier-one branch of the
bank, who shall report, within the next business day after receiving the Form, to the regional branch, operations office and provincial
capital sub-branch of the People’s Bank of China, and at the same time report to its superior branch.

When an operational office of a city commercial bank, a rural commercial bank, a rural or urban credit cooperative or its union, a
wholly foreign-funded bank, a Chinese-foreign equity joint bank or a foreign bank’s branch discovers a suspicious payment transaction,
it shall fill in a Suspicious Payment Transaction Reporting Form and report to the local branch office, operations office, provincial
capital sub-branch or prefecture sub-branch of the People’s Bank of China. When a prefecture sub-branch of the People’s Bank of China
receives such a report, it shall report, within the next business day after receipt, to the branch, operations office or provincial
capital sub-branch of the People’s Bank of China.

Article 18

When an operational office of a financial institution finds, after analyzing a case of RMB payment transaction, the need for immediate
criminal investigation against the suspect, it shall report to the local public security authority immediately and its superior branch
at the same time.

Article 19

Branches, operation offices and provincial capital sub-branches of the People’s Bank of China shall analyze the Suspicious Payment
Transaction Reporting Forms submitted by financial institutions. When it is necessary for the reporting financial institution to
provide additional material or further explanation, the said financial institution shall be informed immediately.

Article 20

Each branch, operation office and provincial capital sub-branch of the People’s Bank of China shall make a weekly summary of the
Suspicious Payment Transaction Reporting Forms submitted by financial institutions and report to the head office of the People’s
Bank of China on the first business day of every week. The payment transaction shall be reported to the head office of the People’s
Bank of China immediately after its discovery if the case is serious.

Article 21

The People’s Bank of China and financial institutions shall not disclose to any institution or individual information about suspicious
payment transactions, unless otherwise stipulated by laws.

Article 22

When a financial institution fails to examine the document submitted for opening accounts in accordance with relevant regulations
and opens a settlement account for an individual, the People’s Bank of China shall issue a warning and concurrently impose on it
a fine between RMB1,000 yuan and RMB5,000 yuan. In a serious case, its senior executives directly responsible for such misconduct
shall be banned from taking any senior position in the financial industry.

Article 23

In the case of any of the following misconduct by a financial institution, the People’s Bank of China shall issue a warning and order
the financial institution to take remedial action within a specified period of time, and if the financial institution fails to do
so within the specified time limit, a fine up to RMB30,000 yuan may be imposed.

(1)

Opening account without examining the submitted materials according to relevant regulations that leads to the opening of a falsified
institutional bank settlement account;

(2)

Failing to create depositor’s databank or having incomplete depositor’s information;

(3)

Failing to keep customer transactions record as stipulated;

(4)

Failing to examine and report payment transactions in accordance with these Rules;

(5)

Failing to report any known suspicious payment transaction or a suspicious payment transaction that should have been reported;

(6)

Disclosing suspicious payment transaction information in violation ofArticle 21 .

Article 24

Disciplinary penalty shall be imposed on the staff of a financial institution who is/are involved in falsifying account-opening materials
to open bank settlement account(s) for individual(s) and facilitate money-laundering activities; when the misconduct constitutes
a violation of the criminal law, the case shall be transferred to judiciary authorities.

Article 25

When a financial institution seriously violates these Rules, the People’s Bank of China shall cease its approval for the institution
to open basic deposit account, suspend or terminate part or all of its payment and settlement business and ban the senior executives
directly responsible for such violations from taking any senior management position in the industry.

Article 26

Staff of the People’s Bank of China shall be imposed an administrative penalty in accordance with laws for any violation ofArticle
21 of these Rules.

Article 27

When “above”, “between” and “up to” are used to indicate a threshold number, a floor or a ceiling, the number that ensues any of
them is also included.

Article 28

These Rules shall enter into force as of March 1, 2003.

The People’s Bank of China
2003-01-03

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON DISTRIBUTING THE SYSTEM OF THE INDIRECT DECLARATION AND VERIFICATION OF INTERNATIONAL REVENUE AND EXPENDITURE STATISTICS (FOR TRIAL IMPLEMENTATION)

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Distributing the System of the Indirect Declaration and Verification of
International Revenue and Expenditure Statistics (for Trial Implementation)

HuiFa [2003] No.1

January 3, 2003

The branches and foreign exchange administration departments of the State Administration of Foreign Exchange (“SAFE”) in all provinces,
autonomous regions, and municipalities directly under the Central Government, the branches in Shenzhen, Dalian, Qingdao, Xiamen,
and Ningbo:

With a view to promoting the orderliness and effectiveness of the indirect declaration and verification of international revenue and
expenditure statistics, promoting the regularization and standardization of the verification work, the SAFE has formulated System
for the Indirect declaration and Verification of International Revenue and Expenditure Statistics (for Trial Implementation), and
hereby distributes them to you for implementation.

It is desired that you, after receiving the present Circular, will forward it to the sub-branches and the banks (including foreign-funded
banks) within your respective jurisdictions in good time. In case any problem arises in the implementation of the present Circular,
please contact the Department of International Revenue and Expenditure of the SAFE.

Tel: (010) 68402374; 68402146.

Attachment:System for the Indirect Declaration and Verification of International Revenue and Expenditure Statistics (for Trial Implementation)

Chapter I General Provisions

Article 1

The present System have been formulated on the basis of the Measures for the Declaration of International Revenue and Expenditure
Statistics and the Rules for the Implementation thereof as well as the relevant provisions of the Operational Rules for the Statistical
Declaration of International Revenue and Expenditure through Financial Institutions and by taking the practice of work into consideration
for the purpose of ensuring the quality of the data of international revenues and expenditures indirectly reported.

Article 2

Statistical personnel of international revenue and expenditure shall take a true-to-the-fact, serious and responsible attitude in
the work of verification of indirect declaration of international revenue and expenditure (hereinafter referred to as “verification”)
so as to ensure the timeliness, accuracy and comprehensiveness of the data reported. If they find any errors or omissions in their
verification work, they shall demand the entity under verification to put right.

Article 3

Verifications are classified into the non-on-the-spot verification of indirect statistical declaration of international revenue and
expenditure and on-the-spot verification of indirect statistical declaration of international revenue and expenditure.

Non-on-the-spot verification of indirect statistical declaration of international revenue and expenditure (hereinafter referred to
as “non-on-the-spot verification”) refers to that the administrative departments of statistical declaration of international revenue
and expenditure do not have to go to the banks to consult the original documents of transaction, instead, they make verifications
according to the connections and logical relationship between the relevant information reported by the banks.

On-the-spot verification of indirect statistical declaration of international revenue and expenditure (hereinafter referred to as
“on-the-spot verification”) refers to that the administrative departments of statistical declaration of international revenue and
expenditure go to the site of the banks or reporters of statistics to consult the original documents of transaction and other relevant
documents and verify the reported information.

Article 4

The principles for the verification of indirect statistical declaration of international revenue and expenditure are:

The foreign exchange administrations on various levels shall verify the indirect statistical declaration of international revenue
and expenditure submitted by the banks or other reporters within their jurisdictions;

The foreign exchange administrations on various levels are responsible for making irregular sample tests over the business of indirect
statistical declaration of international revenue and expenditure of the foreign exchange administrations on lower levels;

The verification work shall be combined with the specific positions of the staff members.

Article 5

Foreign exchange administrations shall establish archivist files of verification, properly keep the relevant verification materials
incurred from non-on-the-spot and on-the-spot verifications.

Chapter II Non-on-the-spot Verification

Article 6

Non-on-the-spot verifications mainly include the verification of the electronic data in the foreign exchange administration version
of the monitoring system of international revenue and expenditure statistics (hereafter “foreign exchange administration version”)
and the check between the electronic data and the hardcopy declaration documents (hereafter “the sheet preserved by the foreign exchange
administration”).

Article 7

The verification of the electronic data in the monitoring system of international revenue and expenditure statistics mainly include
the verification of the precision of the electronic data in the foreign-related revenue and expenditure declaration documents, the
check between foreign-related revenue declaration documents and foreign-related revenue statistic reports, the check between the
daily settlement books of foreign-related payments and the declaration documents of foreign payments, the verification of the timeliness
of the input and transmission of electronic data of the banks, the check of consistency between the basic data and summarized data
on the same level, the verification of the implementation of the rule of “declare first, then make payment”, and the verification
of the forms of basic information of the entities, etc.

Article 8

Foreign exchange administrations shall make a sum-by-sum check of the electronic data declared by the banks within their respective
jurisdictions every ten days, and make irregular sample tests of the electronic data declared by the foreign exchanges on the next
lower level. Foreign exchange administrations shall note down or print all the problems disclosed in the verifications, and inform
the verified entity of the result of verification. The verified entities shall feed back their opinions within the prescribed time
limit.

Article 9

Foreign exchange administrations shall determine the scope of verification of the electronic data of foreign-related revenue declarations.

Select the types of declaration documents from the basic system of the monitoring system of international revenue and expenditure
statistics that need to be verified, and then enter into the interface of declaration documents;

Key in such factors as the area code, bank code, and the time period of inward and outward remittances into the interface of the declaration
documents, and then choose the “search” key;

After entering into the search interface, select the factors of verification for search, and after the results of search are displayed,
select the “print” key, and then you’ll enter into the printing interface. Select the “output” key, and select the document type
of EXCEL, key in the file name, and then select the “save” key. Thus, the data is changed into the EXCEL format.

Article 10

Foreign exchange administrations shall verify the precision of the electronic data in the foreign-related revenue and expenditure
declarations according to the following requirements:

Verifying whether the elements of declaration are complete and standard, including the declaration numbers, currency and amount of
revenue and expenditure, name of the payers and payees within the territory, (domestic) codes of the payers and payees, the country
(region) and the code thereof, domestic accounts for payment and receipt, amount of spot foreign exchange or settled (or purchased)
foreign exchange, other amounts, ways of settlement, transaction codes, transaction remarks, etc. in particular, verifying the declaration
information whose country displayed is “China”.

Verifying whether logical relationship exists between the (overseas) payers and payees and the country (region) and the codes thereof,
between the accounts of receipt and payment and the ways of spot foreign exchange or settlement (purchase) of foreign exchange, between
currencies and the corresponding countries, between the code of transaction and the transaction remarks, etc.

Verifying the precision of the selection of the types of declaration documents according to the contents of declaration.

Checking whether the statistical reports of foreign payment within the quotas (except those under the item of writing-off for import)
have been completed in accordance with the relevant operational rules.

The wrong or doubtful data found in the process of verifications shall be registered (see annexed form).

Article 11

Foreign exchange administrations shall check the foreign-related revenue declaration documents against the foreign-related revenue
statistical reports.

The check shall be done in the “search” functions of the basic system within the monitoring system of international revenue and expenditure
statistics. The search shall include three inconsistencies: the foreign-related revenue declaration documents inconsistent with revenue
statistical reports, the statistical reports that want foreign-related revenue declaration documents, and the declaration documents
that want foreign-related revenue statistical reports. The inconsistent declaration information shall be printed for keeping purposes,
and shall be informed to the banks so as to find out the why they have happened.

Article 12

Foreign exchange administrations shall make checks between daily settlement books of foreign payments and the declaration documents
of foreign payments.

The foreign payment declaration documents include forms of writing off foreign exchange paid for imports (to be used as declaration
documents), declaration documents of foreign payment for non-trade (including capital) (to entities), declaration documents of foreign
payments (to individuals), foreign payments within quota (to entities) and foreign payments within quota (to individuals). The data
are taken from the summarization system of the monitoring system of international revenue and expenditure statistics (foreign exchange
administration version). The data in the daily settlement books of foreign payments are taken from the basic system of the monitoring
system of international revenue and expenditure statistics (foreign exchange administration version).

The check shall mainly cover:

a. whether the subject of declaration has filled in the declaration documents of foreign payments truthfully, timely, and completely;

b. whether the banks that handled the foreign payment businesses have made the daily settlement books of foreign payments according
to the operational rules.

The logical relationship between the declaration documents of foreign payments and the data in the daily settlement books of foreign
payments shall meet the following requirements:

[amount in the forms of writing off foreign exchange paid for imports (to be used as declaration documents) + the amount in the declaration
documents of foreign payments for non-trade (including capital) + the amount in the declaration documents of foreign payments (to
individuals)] / [amount in the daily settlement books of foreign payments ?C amount of foreign payments within quota (to entities)
?C amount of foreign payments within quota (to individuals) 100%

Article 13

Foreign exchange administrations shall verify whether the electronic data of the banks have been input and transmitted in a timely
way.

The types of declaration documents to be verified include statistical reports of foreign-related revenues, forms of writing off foreign
exchange paid for imports (to be used as declaration documents), declaration documents of foreign payment for non-trade (including
capital) (to entities), declaration documents of foreign payments (to individuals), and statistical reports of foreign payments within
quota.

The verifications shall be made by using the searching functions in the above-mentioned declaration documents in the basic system
of the monitoring system of international revenue and expenditure statistics. When a date is determined for verifications, the number
of declarations and the amounts of the verification day as mentioned above shall be searched within the subsequent workdays. If neither
the number of declarations nor the amounts searched during the subsequent days are consistent, it would mean that the electronic
data of the banks have not been input and transmitted in a timely way.

Article 14

Foreign exchange administrations shall verify the consistency between the basic data in the monitoring system of international revenue
and expenditure statistics and the summarized data.

It shall be verified whether the number of declarations and amounts of the various declaration documents in the basic system are consistent
with those in the summarized system so that the differences and errors that may exist between the basic data of the various declaration
documents and the summarized data can be found out.

The verification shall be made by means of the Verification Forms of Indirect Declarations of International Revenue and Expenditure
Statistics.

The total of the number of declarations and the total amounts in the basic system of the forms of writing off foreign exchange paid
for imports (to be used as declaration documents) shall be identical to the total number of declarations and the total amounts in
the summarized data and the payments made to the special economic zones (bonded areas, export processing zones, etc.)

Article 15

Foreign exchange administrations shall verify the implementation of the rule of “declare first, then make payments”.

The verifications shall be done through the search functions within the statistical reports of foreign-related revenues in the basic
system of the monitoring system of international revenue and expenditure statistics. On the search interface of the statistical reports
of foreign-related revenues, key in the code of the payee (in the case of entities) or the name of the payee (in the case of individuals)
as specified in the public announcements of “declare first, then make payment”, and at the same time, limit the time for inward payment
to three months, starting on the day when the public announcement becomes effective. What should be noted is that this search is
targeted at all the banks within jurisdiction, and thus the code of financial institution shall be “%”.

Article 16

Foreign exchange administrations shall verify the precision and integrity of all the elements of the electronic information in the
forms of basic information of the entities within the basic system of the monitoring system of international revenue and expenditure
statistics.

The precision of the organizational and institutional codes (codes of the entities) according to the standard codes provided by the
National Organizational and Institutional Code Management Center or the local technical supervision administration. At the same time,
it shall be verified whether there are different names for a same code or different codes for a same name;

The integrity and precision of the contact telephone numbers and the names of the entities shall be verified;

Whether the enterprise attributes and industry attributes have been precisely filled in shall be verified through the function “inconsistency
between the enterprise attributes and industry attributes” in the basic system of the monitoring system of international revenue
and expenditure statistics;

The preciseness of the currency codes and accounts shall be verified through the accounts provided by the enterprises when they make
declarations for receiving and making payments.

Article 17

Foreign exchange administrations shall check whether the electronic data in the monitoring system of international revenue and expenditure
statistics and data in the hardcopy declaration documents (the sheet to be kept by the foreign exchange administrations), including
whether the data are in consistency with each other, whether there exists any omission of items or falsely filled items, and whether
there are no electronic data for the hardcopy declaration documents. Foreign exchange administrations shall, within 15 workdays after
each month ends, have taken random samples from the hardcopy declaration documents of the previous month, and the number of the declaration
documents taken shall not be no less than 5% of the total declaration documents (they shall be randomly taken from all the banks).

The problems found in the verifications shall be recorded down one by one, and the banks concerned shall be informed of the reasons
so as to correct the problems. The verified hardcopy declaration documents shall be marked in a conspicuous way for archivist purposes.

Chapter III On-the-spot Verification

Article 18

Foreign exchange administrations shall arrange for on-the-spot verifications according to the requirements and described below. The
verifications shall be made in accordance with the relevant procedures as provided in the “Procedures of the State Administration
of Foreign Exchange for the Verification and Punishments of International Revenue and Expenditure Statistical Declaration.

The foreign exchange administrations on all levels shall make on-the-spot verifications to at least one bank within their respective
jurisdictions, and accomplish on-the-spot verifications to all the banks within their respective jurisdictions. The verification
of a bank may be done by verifying either one or more branches. It is encouraged that a general verification be done to all the branches
of all banks.

The foreign exchange administrations on all levels may conduct on-the-spot verifications irregularly to the relevant banks and subjects
of declarations (entities) according to the demand of the non-on-the-spot verifications.

The foreign exchange administrations on all levels shall, according to their overall situation and plans of declarations, organize
irregularly on-the-spot verifications to the administrations on lower levels and cross-verifications among the administrations on
lower levels.

Article 19

The object of on-the-spot verifications shall include banks and subjects of declaration (entities), and the content of the verifications
shall cover the data in foreign-related revenue and expenditure declaration documents, the daily account books of foreign payments,
the forms of the basic information of the entities, hardcopy declaration documents (the sheet to be kept by the banks), the making
and execution of system for the internal control of the indirect statistical declaration of international revenue and expenditure
of the banks.

Article 20

The verification of the data in the foreign-related revenue reported by banks may be done by sum-to-sum ticking of the data of declaration
in the monitoring system of international revenue and expenditure statistics and the running accounts of the relevant accounting
items provided by the banks.

Verifying the comprehensiveness and timeliness of the data in foreign-related revenue and expenditure declaration.

(1)

Verifying the types and constituent elements of declaration documents. The types of declaration documents include: foreign-related
revenue statistical reports, forms of writing off foreign exchange for payment of imports (to be used as declaration forms), declaration
documents for non-trade (including capital) foreign payments (to entities), declaration documents of foreign payment (to individuals),
and statistical reports for foreign payment within quota. The constituent elements of declaration to be verified include: the numbers
of the declaration documents, the amount and currency of the payments made and received, the names of the inland payers and payees,
terms of settlement, name of country, etc.

(2)

Ticking the checklist for verification on the item-by-item basis:

a. Whether the numbers of the declarations of foreign-related revenue and expenditure have been formulated in good time according
to the operational rules;

b. Whether there are declaration data for which there are no data in accounting books;

c. Whether there are data in accounting books for which there are no declaration data;

d. Whether statistical reports for foreign payment within quota have been filled in for foreign payments within quota (except payment
of foreign exchange for imports).

(3)

The unticked data shall be verified by consulting the accounting vouchers. If they have been wrongly reported, omitted, repeated,
etc., a list of such data shall be recorded down, and at the same time, photocopies of the corresponding accounting vouchers shall
be kept, and the relevant personnel of the banks under verification shall be required to fix their signatures, and the relevant departments
shall be required to affix their seals for confirmation.

Verifying the preciseness of the data in foreign-related payment declaration documents

(1)

The types of the declaration documents to be verified include foreign-related revenue declaration documents (to entities), foreign-related
revenue declaration documents (to individuals), declaration documents for non-trade (including capital) foreign payments (to entities),
forms of writing off foreign exchange paid for imports (to be used as declaration forms), declaration documents of foreign payments,
etc.

(2)

The contents of verification include the transaction codes and transaction remarks for the declaration data, the country name of the
oversea payers and payees, terms of settlement;

Ways of verification

(1) The verification of the foreign-related revenue declaration documents under the item of money remittance shall be done by consulting
the running accounts or other materials under the item of inward money remittance;

(2) The verification of the foreign-related revenue declaration documents under the item of letters of credit and collection via banks
shall be done by consulting the relevant letters of credit and agreements of collection via banks;

(3) The verification of foreign payments shall be done by consulting the relevant application documents of foreign payment businesses.

Article 21

Foreign exchange administrations shall make verifications to the daily account books of foreign payments made by banks. Daily account
books of foreign payments shall be made on the daily basis for all the foreign payments according to the practical situations. The
basis of verification shall be the subsidiary ledgers of payment of the banks.

Article 22

Foreign exchange administrations shall make verifications to the forms of basic information of the entities established by banks.
Whether the forms of basic information the entities have been filled in completely and precisely shall verified by checking the information
included in the forms of basic information of the entities obtained from the monitoring system of international revenue and expenditure
statistical declaration against the materials of the entities for opening accounts in the designated banks. The contents to be verified
include the organizational and institutional codes (entity codes), names of the entities, enterprise attributes, industry attributes,
and the opening of accounts, etc.

Article 23

Foreign exchange administrations shall make verifications to the hardcopy declaration documents kept by the banks. The verifications
shall be made by way of taking random samples from the declaration documents in the current month and past months.

The verification of the declaration documents taken randomly from past months shall cover:

(1)

Whether the declaration documents have been bound into books on the basis of month and types and have been properly kept;

(2)

Whether the declaration documents have been kept for 24 months;

(3)

Whether the declaration documents have been filled in precisely, completely and properly;

(4)

Whether any declaration documents have been wrongly used.

The verification of the declaration documents of taken randomly from the current month shall be done by checking the hardcopy declaration
documents of the current month (kept by banks) against the corresponding data reported in the monitoring system of international
revenue and expenditure statistical declaration (bank version) to see if any of the declaration documents have not been input in
good time.

Article 24

Foreign exchange administrations shall make verifications to the system of the banks for the internal regulation of the indirect statistical
declaration of international revenue and expenditure.

Where any direct report of international revenue and expenditure has been made on behalf of any other party, it shall be determined
according to whether agreement has been concluded for making reports on behalf of another party, and whether the agreements have
been properly kept.

whether rules have been formulated for the internal operations of indirect report of international revenue and expenditure, whether
the internal operation rules have met the requirements of the Operational Rules for the Statistical Report of International Revenue
and Expenditure through Financial Institutions, and how they have been carried out;

Other systems of work, administration, and job-related responsibilities that are connected with the work of international revenue
and expenditure.

Article 25

Foreign exchange administrations shall make verifications to the subjects of declaration (entities). They shall make on-the-spot verifications
to the subjects of declaration (entities) by combining the non-on-the-spot verification and on-the-spot verification of banks. The
focus shall be laid on the preciseness of the data declared.

Ways of verification. The verifications shall be based on the declaration data of foreign-related revenue and expenditure of the relevant
entities in the monitoring system of international revenue and expenditure statistics and shall be done by consulting the relevant
accounting post_titles and corresponding contracts of the entities under verification. Special attention shall be paid to the consistency
between the amount of revenue and expenditure as specified in the accounting post_titles of the entities and the check sheets issued by
the banks.

The verifications shall cover the amount and currency of the transactions, the nature of transactions, the name and country of overseas
payers and payees;

The questionable data found in the process of verification shall be verified by consulting corresponding hardcopy declaration documents
so as to decide who is be held liable, and detailed records shall be made for the verifications.

Chapter IV Supplementary Provisions

Article 26

The foreign exchange administrations on all levels shall, within 15 workdays after each quarter ends, report the verifications to
the next higher foreign exchange administration in written form, and the verification reports shall cover the contents of verification,
the problems found in the verifications, the corresponding results of handling, and shall reflect the problems that exist in the
routine operations, the large sums reflected in the reported data, and the abnormal changes of revenue and expenditure, etc.

Article 27

In case any violations of the Measures for the Declaration of International Revenue and Expenditure Statistics and other relevant
provisions are found through the verifications, they shall be punishable according to the Measures for the Punishment of Financial
Violations of Law, the Rules of Implementation for the Measures for Declaration of International Revenue and Expenditure Statistics,
and other relevant provisions.

Article 28

The present System shall enter into force as of March 1, 2003, and the power to interpret the present System shall remain with the
SAFE.

The State Administration of Foreign Exchange
2003-01-03

RULES FOR ANTI-MONEY LAUNDERING BY FINANCIAL INSTITUTIONS

Decree of the People’s Bank of China

No.1

In accordance with the Law of the People’s Republic of China on the People’s Bank of China and other laws and regulations , the Rules
for Anti-money Laundering by Financial Institutions has been adopted at the 7th executive meeting on September 17, 2002, and is hereby
promulgated for implementation as of March 1, 2003.
President of the People’s Bank of China Zhou Xiaochuan

January 3, 2003

Rules for Anti-money Laundering by Financial Institutions

Article 1

These rules are formulated in line with the Law of the People’s Republic of China on the People’s Bank of China and other relevant
laws, administrative rules and regulations to combat money laundering by criminals so as to safeguard the healthy operation of the
financial industry.

Article 2

These rules are applicable to all financial institutions involved in combating money laundering. Financial institutions hereunder
refer to institutions legally established and engaged in financial business within the territory of the People’s Republic of China,
including policy banks, commercial banks, credit cooperatives, postal savings institutions, finance companies, trust and investment
companies, financial leasing companies and foreign-funded financial institutions etc.

Article 3

Money laundering in these rules refers to any action that legalize the ill-gotten income and yields generated from criminal activities
like drug trafficking, gang violence, terrorist act, smuggling or other crimes through various means in which the source and origin
of such income and yields are disguised.

Article 4

Financial institutions and their employees shall abide by these rules to fulfill their due obligation to combat money laundering
activities in real earnest and identify suspicious transactions on a prudent basis, and shall not engage in any unfair competition
that may run counter to their anti-money laundering obligations.

Article 5

Financial institutions and their employees shall abide by relevant rules and regulations to and refrain from disclosing any information
on anti-money laundering activities to their customers and/or other personnel.

Article 6

Financial institutions shall assist the judiciary and/or law enforcement departments including the customs and taxation authorities
in combating money laundering in accordance to relevant laws and regulations through making inquiry of, freezing or suspending the
transfer of suspicious customers’ deposits. Overseas branch offices of the Chinese financial institutions shall abide by anti-money
laundering laws and regulations of their host countries or regions and provide assistance to departments involved in anti-money laundering
operation in these countries or regions.

Article 7

The People’s Bank of China is the supervisory authority for anti-money laundering operation by financial institutions.

The People’s Bank of China shall establish a leading group supervising the work of anti-money laundering by the financial institutions,
which shall perform the following responsibilities:

(1)

Supervising and coordinating anti-money laundering activities of financial institutions;

(2)

Conducting research and formulating strategies, working plans and policies on anti-money laundering for financial institutions, establishing
working mechanisms for anti-money laundering operation and reporting system for large-value and/or suspicious renminbi fund transactions;

(3)

Establishing a monitoring system to scrutinize payment transactions;

(4)

Working out proper solutions to major difficulties encountered by financial institutions in combating money laundering;

(5)

Participating in international anti-money laundering cooperation and providing guidance for international exchange in the areas of
anti-money laundering by financial institutions; and

(6)

Other anti-money laundering functions of the People’s Bank of China.

The Sate Administration of Foreign Exchange is responsible for supervising reporting of large-value and/or suspicious foreign exchange
transactions and shall establish a reporting arrangement to monitor such transactions.

Article 8

Financial institutions shall establish and improve their internal anti-money laundering mechanisms and report such mechanisms to
the People’s Bank of China for record as required by the People’s Bank of China.

Article 9

Financial institutions shall establish or designate relevant internal departments to specialize in anti-money laundering efforts
and equip these departments with managers and working staff as needed.

Pursuant to concrete needs, financial institutions shall establish relevant departments or designate certain personnel in their branch
offices to specialize in anti-money laundering activities, and shall conduct supervision over implementation of these rules and establishment
of internal anti-money laundering mechanisms in their branch offices. Effective anti-money laundering measures shall be made when
new financial institutions are incorporated or financial institutions set up new branch offices.

Article 10

Financial institutions shall establish a customers’ identity registry system to verify the identities of customers who process financial
business including deposits and settlement with them.

Financial institutions shall not be allowed to open anonymous accounts or accounts in obviously fictitious names for their customers,
and/or provide financial services including deposits and settlement for customers whose identities are yet to be clarified.

Article 11

When opening deposit accounts or providing settlement service for individual customers, financial institutions shall verify the customers’
IDs and record the names and ID numbers. If a customer is represented by another person to open personal deposit account with a financial
institution, the financial institution shall verify both the representative’s and principal’s IDs and record the names and ID numbers
thereof.

Financial institutions shall not open deposit accounts for customers who decline to show IDs or do not use names appeared in their
IDs.

Article 12

When opening accounts or providing financial services including deposits and settlement for institutional customers, financial institutions
shall abide by relevant rules of the People’s Bank of China and ask the customers to show valid documents for verification and recording.

Financial institutions shall not provide financial services including deposits and settlement for institutional customers who fail
to show valid documents as required by relevant rules.

Article 13

Financial institutions shall abide by relevant rules and report to the People’s Bank of China and/or the State Administration of
Foreign Exchange of any large-value transactions detected in the process of providing financial services to customers.

Classification of large-value transactions shall be determined in line with relevant rules made by the People’s Bank of China and
the State Administration of Foreign Exchange on reporting of fund transactions.

Article 14

Financial institutions shall abide by relevant rules and report to the People’s Bank of China and/or the State Administration of
Foreign Exchange of any suspicious transactions detected in the process of providing financial services to customers.

Reporting of suspicious transactions shall be determined in line with relevant rules made by the People’s Bank of China and the State
Administration of Foreign Exchange on reporting of fund transactions.

Article 15

Branch offices of financial institutions shall report large-value and/or suspicious transactions to the local branch offices of the
People’s Bank of China or the State Administration of Foreign Exchange in line with relevant rules made by the People’s Bank of China
and the State Administration of Foreign Exchange on procedures of reporting of fund transactions, and at the same time keep their
superior units informed of such transactions.

Article 16

Financial institutions shall carry out examination and analysis on large-value and/or suspicious transactions, and shall report to
the local public security departments if criminal activities are detected.

Article 17

Financial institutions shall keep records on account information and transaction records of the customers in accordance with the
following prescription:

(1)

Records of account information shall be kept for five years at minimum from the date of closing the account;

(2)

Transaction records shall be kept for five years at minimum from the date of booking the transaction.

Transaction records in item (2) include information on the ownership of the account, amount of deposit or withdrawal effected through
the account, time of transaction, source and destination of funds and the means of fund transfer etc. Account information and transaction
records shall be kept in line with relevant state rules on management of accounting files.

Article 18

The People’s Bank of China or the State Administration of Foreign Exchange shall hand over the report and other related materials
on large-value and/or suspicious transactions submitted by financial institutions to the judiciary departments in accordance with
procedures laid by the Rules for Administrative Departments in Transferring Suspected Criminal Cases if criminal activities are suspected
after conducting review of such report and related materials, and shall not disclose contents of the report to the customers of the
financial institutions and other people.

Article 19

The People’s Bank of China shall provide guidance and organize training activities on the subject of anti-money laundering for financial
institutions.

Financial institutions shall launch anti-money laundering publicity among their customers and provide training for their staff on
anti-money laundering so as to familiarize them with laws, administrative rule and regulations on anti-money laundering and strengthen
their competence in combating money laundering activities.

Article 20

The People’s Bank of China shall issue a warning to and order a financial institution committing any of the following irregularities
in violation of these rules to take remedial actions within a specified period of time, and if the financial institution fails to
make corrections within the specified period of time, a fine of no more than RMB30,000 yuan may be imposed and its senior executives
immediately accountable for such misconduct may be disqualified from holding any positions in the financial industry if the circumstances
are serious:

(1)

failing to establish an internal anti-money laundering mechanism as required;

(2)

failing to establish or designate relevant departments to specialize in anti-money laundering efforts as required;

(3)

failing to ask institutional customers to show valid documents and other related materials for verification and recording as required;

(4)

failing to keep account information and transaction records of customers as required;

(5)

leaking anti-money laundering information to customers and other people in violation of rules; or

(6)

failing to report to the authorities of large-value and/or suspicious transactions as required.

Article 21

When a financial institution engaged in foreign exchange operation fails to report on a timely basis to authorities of abnormal foreign
exchange transactions such as purchase of foreign exchange in large value and/or high frequency and move of large amount of foreign
currency cash in and out of account, it shall be penalized in line with Article 25 of the Rules on Penalizing Financial Irregularities.

Article 22

Where a financial institution, in violation of relevant laws and administrative rules and regulations, engages in unfair competition
which hampers the fulfillment of its anti-money laundering obligation, it shall be penalized in line with relevant provisions of
the Rules on Penalizing Financial Irregularities. A disciplinary warning shall be issued for its staff held immediately accountable
for such misconduct and the senior executives directly responsible for the misconduct shall be disqualified from holding any positions
in the financial industry if the circumstances are serious.

Article 23

Where a financial institution opens accounts for customers who have declined to show their personal IDs or use the names appeared
in the personal IDs in opening bank accounts, the People’s Bank of China shall give it a warning and impose concurrently a fine of
not less than RMB1000 yuan but not more than RMB5000 yuan. If the circumstances are serious, its senior executives held immediately
accountable for such misconduct shall be disqualified from holding any positions in the financial industry.

Article 24

The China’s Association of Banks, China’s Association of Finance Companies and other self-regulatory organizations in the financial
industry may formulate their own anti-money laundering work guidance in line with these rules.

Article 25

These rules shall enter into force on March 1, 2003.

The People’s Bank of China
2003-01-03

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE RELEVANT ISSUES CONCERNING THE TAX PAYMENT BY ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES ENGAGING IN THE BUSINESS OF FINANCIAL ASSET DISPOSITION

The State Administration of Taxation

Circular of the State Administration of Taxation on the Relevant Issues Concerning the Tax Payment by Enterprises with Foreign Investment
and Foreign Enterprises Engaging in the Business of Financial Asset Disposition

GuoShuiFa [2003] No.3

January 7, 2003

The state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central
Government and municipalities separately listed on the State plan:

We hereby give our notice on the relevant issues concerning the tax payment by enterprises with foreign investment and foreign enterprises
engaging in the business of financial asset disposition as follows in accordance with the Income Tax Law of the People’s Republic
of China for Enterprises with Foreign Investment and Foreign Enterprises and the detailed rules for its implementation, as well as
the Interim Regulation of the People’s Republic of China on Business Tax and the detailed rules for its implementation:

Enterprises with foreign investment and foreign enterprises (hereinafter referred to as enterprises) shall, regarding their income
obtained in China from the business of financial asset disposition, file tax returns and pay value-added tax, business tax and enterprise
income tax in accordance with the tax laws and the present circular.

II.

The business of financial asset disposition shall mean that an enterprise obtains by means of purchase or holding shares through absorption,
etc. from a financial asset management corporation inside the territory of China the share rights, creditor’s rights and physical
assets of other enterprises inside the territory of China or the entire assets composed of the above said assets (hereinafter referred
to as replacement assets), and then dispose the above said replacement assets by means of transfer, retractation, exchange and sale,
etc., and obtain the corresponding returns.An enterprise may dispose of the financial assets by the following means:

(a)

retracting or transferring the creditor’s rights;

(b)

converting the creditor’s rights it holds into share rights;

(c)

disposing of the physical assets it has right to control;

(d)

selling or transferring the share rights it holds;

(e)

returning its replacement assets;

(f)

disposing of the replacement assets by other means.

III.

An enterprise shall, when obtaining replacement assets, regard the price when the assets were actually purchased or when it held the
shares through absorption as the original price. The classification of replacement assets shall be based on the pricing object when
the said assets are obtained, which may be one share right of an enterprise of sole pricing, or the single item of asset in the form
of creditor’s right or physical asset, or the combined assets uniformly priced with several items of assets being bound.For the re-classification
and re-combination of all or part of the replacement assets obtained by an enterprise, the original price of the single item of or
the combined replacement assets may be determined after the re-classification and re-combination, provided that the original price
of the replacement assets after the re-classification and re-combination shall not exceed the original price at the time when the
enterprise obtained the replacement assets.

IV.

An enterprise shall, when disposing of the replacement assets, be exempted from the business tax and value-added tax in accordance
with the following provisions:

(a)

no business tax shall be levied on an enterprise that disposes of replacement assets of creditor’s right;

(b)

no business tax shall be levied on an enterprise for the income which it obtains from disposition of replacement assets of share right
(including disposition by means of debt to equity);

(c)

business tax shall be levied on an enterprise for the income which it obtains from disposition of its own physical replacement assets
if such assets are real estates; while if such assets are goods, value-added tax shall be levied in accordance with the regulations
on value-added tax and the relevant provisions.

With respect to the income obtained by an enterprise from its disposition of replacement assets, enterprise income tax shall be calculated
and paid on the basis of the net proceeds after the original price, expenses and losses of the relevant assets are deducted.Where
an enterprise disposes of its replacement assets by stages or by installments, the part exceeding the original price shall, when
the income from its disposition of assets exceeds the original price of replacement assets in the form of single item of or combined
assets, be calculated into the present taxable income of the enterprise, and then enterprise income tax shall be calculated and levied.The
losses occurred due to an enterprise’s disposition of a single item of or combined replacement assets, may be deducted from the present
taxable income of the enterprise. For the combined assets, the losses shall be calculated after the disposition of combined assets
has been totally finalized.

VI.

A foreign enterprise that has not set up an office or a site inside the territory of China shall, either by itself or by authorizing
its agent inside the territory of China, file tax returns and pay its payable tax amount. Its payable enterprise income tax may be
paid at the locality of the enterprise to which one item of the replacement assets belongs; while the place for the payment of its
payable business tax or value-added tax shall be determined in accordance with the relevant provisions.

The State Administration of Taxation
2003-01-07

LETTER OF THE MINISTRY OF COMMERCE ABOUT REINFORCING THE PROTECTION OF INTELLECTUAL PROPERTY WHEN ATTENDING OR ORGANIZING OVERSEAS EXHIBITIONS

Letter of the Ministry of Commerce about Reinforcing the Protection of Intellectual Property When Attending or Organizing Overseas
Exhibitions

Shang Fa Han [2007] No.16

The people’s governments of all provinces, autonomous regions, municipalities directly under the Central Government, the cities specifically
designated in the state plan and Xinjiang Production and Construction Corporations.:

During these years, the Chinese enterprises have been involved in more and more disputes on intellectual property when attended overseas
exhibitions. On CPHL Worldwide 2006 which was held in France, the Chinese enterprise exhibitors were suspected of infringement on
intellectual property, which leaded to ill consequences, for example, some related personnel were detained and some exhibits were
confiscated. The same thing happened in March 2007 on CeBIT, which was held in Hanoverian, Germany. The repetitive occurrence of
such incidents shows that some Chinese enterprises are short of the awareness of protecting intellectual property and fail to place
enough emphasis on the protection of intellectual property when preparing to go abroad to attend exhibitions. Such incidents have
not only impaired China’s overseas good image in the facet of protection of intellectual property, but also resulted in great damage
to the reputation and interests of those enterprise exhibitors themselves and even endangered the personal safety of some individuals.

To respect and protect intellectual property is not only a requirement for the development of enterprises themselves, a requirement
for the development of national economy and science and technology, but also a requirement for promoting the sound development of
Chinese-foreign trade and economic relations. Therefore we should make continuous efforts to enhance enterprises’ understanding of
protecting intellectual property. For the purpose of guiding enterprises going abroad to attend exhibitions to do well the protection
of intellectual property, we hereby inform the related issues as follows:

Great emphasis shall be laid on the protection of intellectual property in attending overseas exhibitions. More efforts in guiding
and supervising the related local functional management shall be made. And an effective work mechanism to avoid the occurrence of
infringements in overseas exhibitions shall be set up.

The circumstances about the protection of intellectual property in the process of attending overseas exhibitions by local enterprises
shall be sorted out and analyzed. The administration of enterprises attending overseas exhibitions and entities organizing overseas
exhibitions shall be further reinforced. The examination and verification of the protection of intellectual property shall be taken
as an importance task.

A responsibility system for infringements on intellectual property shall be set up. Those domestic enterprises that attend overseas
exhibitions or entities organizing overseas exhibitions which lead to serious consequences because of their infringement upon intellectual
property shall be imposed upon necessary punishment according to the actual circumstances.

Enterprises attending overseas exhibitions or entities organizing overseas exhibitions shall be trained in terms of intellectual property
to improve their awareness of protecting intellectual property. They shall not only protect their own intellectual property but respect
others’ legitimate rights and interests.

All regions shall actively conduct China’s business councils in foreign countries to hear the related suggestions when organizing
overseas exhibitions.

Each region shall contact the Department of Treaty and Law of the Ministry of Commerce in the case of any complaint or suggestion
in conducting the related work.

Contact person: Yang Hanhui, Chen Fuli

Tel: 65198154/8761

Ministry of Commerce

April 30, 2007

Ministry of Commerce
2007-04-30

MEASURES FOR THE ADMINISTRATION OF INFORMATION DISCLOSURE OF COMMERCIAL FRANCHISES

Decree No.16 of the Ministry of Commerce of the People’s Republic of China No.16

Measures for the Administration of Information Disclosure of Commercial Franchises have been discussed and adopted at the 6th executive
meeting of the Ministry of Commerce on April 6 2007. They are hereby promulgated and shall come into effect as of May 1, 2007. Minister Bo Xilai April 30, 2007 Measures for the Administration of Information Disclosure of Commercial Franchises Article 1 For the purpose of safeguarding the legitimate rights and interests of franchisers and franchisees, these Measure are formulated under
the Regulations for the Administration of Commercial Franchises (hereinafter referred to as the Regulations) Article 2 These Measures apply to commercial franchise activities within the territory of the People’s Republic of China. Article 3 The associated company herein refers to the parent company of the franchiser, subsidiary company which the franchiser owns directly
or indirectly all or the controlling interest thereof, company which the same owner owns all or the controlling interest with the
franchiser directly or indirectly. Article 4 The franchiser shall disclose the information as stipulated in Article Five in writing to the franchisee within at least 30 days before
the day the franchise contract is signed based on the requirement of the Regulations, and provide the franchise contract. Article 5 The information disclosed by the franchiser shall include the following: 1. The basic information on the franchiser and franchise activities (1) Franchiser’s name, address, contact details, legal representative, general manager, registered capital, scope of business, and the
number of regular chains as well as their addresses and phone numbers. (2) A brief introduction to the commercial franchise activities of the franchiser. (3) Basic information on archival filing of the franchiser. (4) If the franchiser’s associated company provides products and services to the franchisee, the associated company’s basic information
shall be disclosed. (5) Information on the bankruptcy and application for bankruptcy of the franchiser or of its associated company in the latest five years. 2. The basic information on the business resources of the franchiser (1) Provide the franchisee with the information on business resources available such as registered trademark, enterprise symbol, patent,
proprietary technology, and business mode, etc. (2) If the owner of the above-mentioned business resources is the associated company of the franchiser, then the basic information of
the associated company shall be disclosed, and the franchiser shall also explain how to handle the franchise system once the concession
contract is rescind. (3) The information about business resources of the franchiser (or its associated company) involving in litigation or arbitration, such
as the registered trademark, enterprise symbol, patent, and proprietary technology, etc. 3. Basic information on the franchise expenditure (1) If the types, amount, criteria and payment mode of the fees collected by the franchiser or on behalf of the third party cannot be
disclosed, then the franchiser shall explain the reason; if the standards to collect fees are not consistent, then the franchiser
shall disclose the maximum and minimum standards, and explain the reason. (2) The collection, return conditions, return time, and return mode of the margin. (3) If the franchisee is required to pay the fee before the franchise contract is made, then the franchiser shall explain in writing to
the franchisee the use of the fee and the conditions and mode to return the fee. 4. Information on prices and conditions of the products, services and equipment provide for the franchisee. (1) Whether the franchisee must purchase products, services or equipment from the franchiser (or its associated company), as well as the
prices and conditions. (2) Whether the franchisee must purchase products, services or equipment from the suppliers appointed or approved by the franchiser. (3) Whether the franchisee can choose other suppliers and the conditions that the suppliers must be equipped with. 5. Information on providing continuous services to the franchisee. (1) Detailed content, way of provision and implementation plans for professional training, including the location, approach and length
of the training. (2) Detailed content of the technical support, the catalogue of operation manual of franchise, and the number of pages. 6. The methods and content of guidance and supervision over the franchise activities of the franchisee. (1) The franchiser’s methods and content of guidance and supervision over the franchise activities of the franchisee, the franchisee’s
obligations, and the consequences of failure to fulfill them. (2) Whether the franchiser shall shoulder joint liability for the complaints and compensations of the consumers, and how to take the liability. 7. Information on investment budget of the franchise network (1) Expenditure on the investment budget may include the following: initial fee; training fee; real estate and decoration fee, procurement
fee of equipment, office supplies, furniture, etc; initial inventory; water, electricity and gas fees; fees needed to obtain license
and other government approvals; and working capital. (2) The statistical source and basis for estimation of the above-mentioned fees 8. Information on the franchisee within the territory of China. (1) Information on the present and estimated number of franchisees, geographical distribution, scope of license, whether or not having
exclusive license region (if yes, the estimated detailed scope shall be explained) (2) Information on the evaluation of performance of the franchisee, the franchiser shall disclose information on the actual or estimated
average sales volume, cost, gross profit, and net profit of the franchisee, and shall explain the source of the above-mentioned information,
length and franchise network involved, if the information is estimated, then the franchiser shall explain the basis for estimation,
and point out that the actual performance of the franchisee may be different from the estimation. 9. Abstracts of the franchiser’s financial and accounting reports and of the audit reports in the last two years audited by the accounting
firms or auditing firms. 10. Information on major litigation and arbitration concerning franchises of the franchiser in the latest five years. (1) Major litigation and arbitration refer to litigation and arbitration involving litigation fare of more than RMB 500, 000 (2) The basic information, location of the litigation and the results shall be disclosed. 11. Information on the record of major illegal operation of the franchiser and its legal representative, records of major illegal operation. (1) Where the fine imposed by the competent administrative law enforcement department is not less than 300, 000 but more than 500, 000. (2) Where the franchiser and its legal representative have been sentenced to criminal responsibility. 12. Franchise Contract (1) Sample franchise contract (2) If the franchiser requires franchisee to sign with the franchiser (or the associated company) other franchise contracts, this type
of sample contract shall be provided at the same time. Article 6 The franchiser may not have any cheating and misleading practices in the promotion activities, and the advertisement may not include
the content about the individual franchisee’s profit from the franchise activities. Article 7 Before the franchiser discloses information to the franchisee, the former has the right to require the latter to sign Non-Disclosure
Agreement. Article 8 After the franchiser discloses information to the franchisee, the franchisee shall provide the franchiser with a return receipt in
duplicate, after the franchisee signs the receipt, each party retains one copy. Article 9 If the franchiser hides the information that shall be disclosed or discloses false information, the franchisee may rescind the franchise
contract. Article 10 If the franchiser violates these Measures, the franchisee has the right to report to the commerce authority, if the case is confirmed
after investigation, the commerce authority shall order the franchiser to make rectification, and impose a fine no less than RMB
10, 000 but no more than RMB 50,000; if the circumstances are serious, the fine shall be no less than RMB 50, 000 but no more than
RMB 10, 000, and a public announcement shall be made. Article 11 The power to interpret these Measures shall remain with the Ministry of Commerce. Article 12 These Measures shall come into effect as of May 1 2007.

The Ministry of Commerce
2007-04-30

12 Page 1 of 2

Retirement

REGULATIONS ON EXPORT CONTROL OF MISSILES AND MISSILE-RELATED ITEMS AND TECHNOLOGIES

REGULATIONS ON MANAGEMENT OF INTERNATIONAL FREIGHT FORWARDERS

RULES ON THE DETERMINATION OF MINIMUM PRICES FOR THE USE RIGHTS OF STATE-OWNED LAND TRANSFERRED THROUGH AGREEMENTS

SPECIAL PROVISIONS OF THE STATE COUNCIL CONCERNING THE FLOATATION AND LISTING ABROAD OF STOCKS BY LIMITED STOCK COMPANIES

THE GOVERNMENT PROCUREMENT LAW

ADMINISTRATIVE RULES FOR THE REPORTING BY FINANCIAL INSTITUTIONS OF LARGE-VALUE AND SUSPICIOUS FOREIGN EXCHANGE TRANSACTIONS

ADMINISTRATIVE RULES FOR THE REPORTING OF LARGE-VALUE AND SUSPICIOUS RMB PAYMENT TRANSACTIONS

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON DISTRIBUTING THE SYSTEM OF THE INDIRECT DECLARATION AND VERIFICATION OF INTERNATIONAL REVENUE AND EXPENDITURE STATISTICS (FOR TRIAL IMPLEMENTATION)

RULES FOR ANTI-MONEY LAUNDERING BY FINANCIAL INSTITUTIONS

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE RELEVANT ISSUES CONCERNING THE TAX PAYMENT BY ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES ENGAGING IN THE BUSINESS OF FINANCIAL ASSET DISPOSITION

LETTER OF THE MINISTRY OF COMMERCE ABOUT REINFORCING THE PROTECTION OF INTELLECTUAL PROPERTY WHEN ATTENDING OR ORGANIZING OVERSEAS EXHIBITIONS

MEASURES FOR THE ADMINISTRATION OF INFORMATION DISCLOSURE OF COMMERCIAL FRANCHISES

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