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REGULATIONS ON FOREIGN-INVESTED CONSTRUCTION DESIGN ENTERPRISES

The Ministry of Foreign Trade and Economic Cooperation, the Ministry of Construction

Decree of the Ministry of Construction of PRC and the Ministry of Foreign Trade and Economic Cooperation of PRC

No. 114

This is to issue Regulations on Foreign-invested Construction Design Enterprises, examined and approved by the 63rd meeting of the
standing committee of Ministry of Construction and the 10th working meeting of the Ministry of Foreign Trade and Economic Cooperation,
which takes effect on December 1, 2002.

Minister of Construction Wang Guangtao

Minister of Foreign Trade and Economic Cooperation Shi Guangsheng

September 27, 2002

Regulations on Foreign-invested Construction Design Enterprises

Article 1

The regulations are formulated according to the Construction Law of People’s Republic of China, Law of the People’s Republic of China
on Joint Ventures with Chinese and Foreign Investment, Law of the People’s Republic of China on Chinese-Foreign Contractual Joint
Ventures, Law of the People’s Republic of China on Foreign-Capital Enterprises, Regulations on the Quality of Construction Projects,
Regulations on the Survey and Design of Construction Projects and relevant laws and administrative regulations, for the purpose of
opening wider to the outside world and standardize management of foreign-invested construction design enterprises.

Article 2

The regulations apply to the establishment of foreign-invested construction design enterprises within China, the application for the
aptitude of construction design enterprises and the supervision and management of foreign-invested construction design enterprises.
What are called here as “foreign-invested construction design enterprises” refer to foreign-invested construction design enterprises,
equity and contractual joint ventures of constructive design set up within China in accordance with Chinese laws and regulations.

Article 3

To establish foreign-invested construction design enterprises within the People’s Republic of China and engage in construction design
activities, a certificate of approval for foreign-invested enterprise should be obtained from competent administrative agencies for
foreign trade and economic activities with registration accomplished at the State Administration for Industry and Commerce or authorized
local industrial and commercial bureaus and an aptitude certificate for construction design enterprise from competent construction
department is also needed.

Article 4

The laws, regulations and rules of the People’s Republic of China should be observed in any actions of constructive design by foreign-invested
construction design enterprises within China. The legal business activities and legitimate rights and interests of foreign-invested
construction design enterprises within China are under the protection of laws, rules and regulations of the People’s Republic of
China.

Article 5

Management of the establishment of foreign-invested construction design enterprises is subject to the foreign trade and economic administrative
agencies under the State Council, and management of aptitude of foreign-invested construction design enterprises is subject to the
competent construction department of the State Council. The foreign trade and economic administrative departments of provinces, autonomous
regions and municipalities directly under the State Council take charge of the establishment of foreign-invested construction design
enterprises within the mandate. While the construction departments of provinces, autonomous regions and municipalities directly under
the State Council take charge of the aptitude management within their respective administrative region according to these regulations.

Article 6

The application for and approval of the establishment and aptitude of foreign-invested construction design enterprises are subject
to management by layer and category. Application for class A in construction design or class A or B in other construction projects
should be approved by the competent foreign trade and economic department of the State Council in terms of establishment and by the
competent construction department of the State Council in terms of qualification. Application for class B in construction design
or class C or lower level in other construction projects should be approved by the foreign trade and economic department of governments
of provinces, autonomous regions and municipalities directly under the State Council in terms of establishment and by the construction
department of local government in terms of aptitude.

Article 7

Procedures of applications for launching of foreign-invested construction design enterprises, aptitude of class A in construction
design and aptitude of class A and B in other construction projects design:

I.

Application be submitted to the foreign trade and economic department of government of provinces, autonomous regions and municipalities
directly under the central government of the planned location for the enterprise.

II.

The foreign trade and economic department of the government of provinces, autonomous regions and municipalities directly under the
State Council should complete preliminary examination in 30 days since the day of application acceptance and, upon approval, submission
should be made to the foreign trade and economic department of the State Council.

III.

The competent foreign trade and economic department of the State Council shall send within 10 days after the day of receipt of the
primarily examined materials the application materials to the competent construction department of the State Council to solicit opinions.
The construction department should offer a written opinion within 30 days from the receipt of the opinion-soliciting letter. The
competent foreign trade and economic department of the State Council shall make a written decision within 30 days after the receipt
of the written opinion on whether to grant a certificate of approval or, if not approve, give the reasons of refusal in written form.

IV.

Foreign-invested enterprises obtaining the approval certificate should register with the departments in charge within 30 days.

V.

The regulation on aptitude of construction design enterprises shall apply in case of application for the aptitude of a construction
design enterprise after the obtaining a business license for a corporate legal person.

Article 8

Application for the establishment of foreign-invested construction design enterprises and class B in architectural projects, or class
C and lower level in other constructive projects, is subject to the foreign trade and economic department and construction department
of governments of provinces, autonomous regions and municipalities directly under the State Council by referring to Article 7 of
the Regulations and Regulations on aptitude construction enterprises and considering local conditions. The aptitude examined and
approved by construction department of the governments of provinces, autonomous regions and municipalities directly under the State
Council should be submitted to the construction department of the State Council for records.

Article 9

Concerned procedures should be undergone at the competent construction department if the aptitude of foreign-invested construction
design enterprises is to be upgraded or aptitude other than the main item is to be added through application.

Article 10

The following materials should be submitted to the competent foreign trade and economic department in applying for the launching of
a foreign-investment construction design enterprise:

I.

Application for the launching of foreign-invested construction design enterprises signed by the legal representative of the investor;

II.

Feasibility report prepared or recognized by the investor;

III.

Contract and constitution of the foreign-invested construction design enterprises signed by the legal representative of the investor.
(Constitution only needed in case of a foreign-invested construction design enterprise to be set up);

IV.

An advanced notice of approval for the name of the enterprise;

V.

Certificate issued by the investor’s country or region for registration and certificate of banking credit of the enterprises engaging
in construction project design;

VI.

Documents of office responsibilities and evidences for chairman of the board of directors, board members, managers and engineering
technical manager to be appointed by the investor;

VII.

Balance sheet and income sheet of the investor for the latest three years which have been audited by a register accountant or an accounting
firm.

Article 11

The following materials should be submitted to the competent construction department in applying for an aptitude of a foreign-invested
construction design enterprise:

I.

Application for aptitude of a foreign-invested construction design enterprise;

II.

Certificate of approval for the foreign-invested enterprise;

III.

Business license of the corporate legal person;

IV.

Certificate of registration and certificate of banking credit of the enterprises engaging in constructive project design issued by
foreign investor’s country or region;

V.

Certificate of qualification for individuals obtained in the home country or region of foreign service providers, and certificate
of performance and reputation in construction design for individuals and enterprises issued by competent governmental agencies, industrial
institute, association pr notary organs of their original country or region.

VI.

Other materials required by regulations on aptitude of construction design enterprises.

Article 12

The required materials should be in Chinese, and a Chinese version should be offered if the original is in a foreign language.

Article 13

The foreign investors and foreign service providers of the foreign-invested construction design enterprises should be either construction
project designer, registered architect or registered engineer or in their own country or region.

Article 14

The investment of the Chinese investor of joint ventures and contractual construction design enterprises should comprise at least
25% of the register capital.

Article 15

Application of foreign-investment construction design enterprise for aptitude of a constructive project design enterprise should meet
the layered standards for construction design enterprises. Foreign service providers who get qualified for Chinese registered architect
and engineer should constitute at least 1/4 of the total registered staff required by its class of aptitude; foreign service providers
with relevant technical background should constitute at least 1/4 of the total backbone technicians required by the its class of
aptitude. As for joint venture or contractual foreign-invested construction design enterprise applying for aptitude of a constructive
project design enterprise, foreign service providers who get qualified for Chinese registered architect and engineer should constitute
at least 1/8 of the total registered staff required by its class of aptitude; foreign service providers with relevant technical background
should constitute at least 1/8 of the total backbone technicians required by the its class of aptitude.

Article 16

Foreign service providers of the foreign-invested construction design enterprises registered in China as architects, engineers and
backbone technicians should stay within the territory of China no less than six months cumulatively per year per person.

Article 17

Punishment will be made according to relevant laws, regulations and rules for any violation of the Construction Law of the People’s
Republic of China, Regulations on the Quality of Construction Projects, Regulations on Survey and Design of Construction Projects
and Provisions on the Aptitude of Construction, Survey and Design Enterprises.

Article 18

The regulations should be referred to in case of investors from HK, Macao and Taiwan setting up construction design enterprises in
other provinces, autonomous regions and municipalities for construction design activities, unless otherwise provided in laws, regulations
or stipulations of the State Council.

Article 19

The time of accepting application for the establishment of a foreign-invested enterprise shall be determined by the competent construction
department and foreign trade and economic department of the State Council.

Article 20

The regulations are subject to the interpretation of the competent construction department and foreign trade and economic department
of the State Council according to their respective scope of responsibilities.

Article 21

The regulations enter into force as of December 1, 2002 and Regulations on the Examination and Approval of the Establishment of Sino-Foreign
Cooperative Project Design Institutions (JianShe [1992] No.180) becomes invalid simultaneously.



 
The Ministry of Foreign Trade and Economic Cooperation, the Ministry of Construction
2002-09-27

 






SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION (SAT) AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE (SAFE) ON STRENGTHENING ADMINISTRATION OF TAX COLLECTION ON SHIPPING INCOME OF FOREIGN COMPANIES AND ADMINISTRATION OF EXTERNAL PAYMENT IN THE INTERNATIONAL OCEAN SHIPPING INDUSTRY

The State Administration of Taxation

Supplementary Circular of the State Administration of Taxation (SAT) and the State Administration of Foreign Exchange (SAFE) on Strengthening
Administration of Tax Collection on Shipping Income of Foreign Companies and Administration of External Payment in the International
Ocean Shipping Industry

GuoShuiFa [2002] No.107

August 15, 2002

Bureaus of state taxation and local taxation in all provinces, autonomous regions, municipalities directly under the Central Government,
and municipalities separately listed on the State plan, SAFE branches in all provinces, autonomous regions and municipalities directly
under the Central Government, exchange administration offices, SAFE branches in the cities of Shenzhen, Dalian, Qingdao, Xiamen,
and Ningbo, and all designated foreign exchange banks:

In order to normalize the implementation of the Circular of the SAT and the SAFE on Strengthening Administration of Tax Collection
on Shipping Income of Foreign Companies and Administration of External Payment in the International Ocean Shipping Industry (GuoShuiFa
[2001] No.139, hereinafter referred to as the Circular), a supplementary circular on issues related to the administration of tax
collection on shipping income of foreign companies and administration of external payment in the international ocean shipping industry
is given here-under:

1.

Tax Exemption

(1)

Applicability of taxation exemption

“If a tax payer is to enjoy tax reduction or exemption treatment” stipulated in Article 4 of the Circular refers to freight incomes
or proceeds from international shipping of foreign companies residing in a country (region) that has signed with China agreements
on avoidance of double levies of taxes, on bilateral exemption from incomes of shipping enterprises from international transportation,
or on ocean shipping, as well as other relevant agreements or exchange of notes (hereinafter referred to as Agreements. The Table
of Tax Deduction and Exemption related to International Ocean Shipping is attached to this circular), and income or proceeds attached
to international transportation as stipulated in the Circular of the SAT on the Interpretation of Issues Related to International
Transportation in Taxation Agreements (GuoShuiHan [1998] No.241). Commissions collected by all kinds of transportation agencies are
excluded.

(2)

Procedure of tax exemption

Exemption from corporate income tax and business tax shall be, regardless of the number of shipping lines, applied for by the foreign
company itself or by its entrusted with holding obligor (hereafter referred to as the applicant) following a one-examination-for-all
procedure according to Article 4 of the Circular. Details are as follows:

A.

The applicant may choose a prefectural bureau of state taxation in charge of collecting income tax from foreign-funded enterprises
within whose jurisdiction the business takes place as the one-examination-for-all taxation agency to process the procedure of tax
exemption and to obtain a SAT Certificate for Exemption From Corporate Income Tax on Foreign Companies’ Shipping Income (hereinafter
referred to as certificate for exemption from income tax). In case a withholding obligor is entrusted to go through the procedure
for tax exemption on behalf of the taxpayer, a trust deed issued by the taxpayer shall be presented at the same time.

After receiving the application for a certificate for tax exemption and the attached evidential documents, the one-examination-for-all
taxation agency shall check the legitimacy of the Certificate for Resident Identification and other evidential documents conscientiously,
issue a certificate for exemption from income tax to the applicant that satisfies the requirements of the Agreements and eligible
for exemption from corporate income tax on income from international transportation, affix a seal to the evidential documents such
as the taxpayer’s Certificate of Resident Identification stating that “A certificate for exemption from income tax has been issued”,
and file the evidential documents for future check. The applicant shall keep a photocopy of each of the Certificate of Resident Identification
and other evidential documents for other related procedure to be conducted by the bureaus of local taxation in the same locality
or competent taxation agencies in other localities.

The taxation agency that has issued the Certificate for Exemption from Income Tax shall fill in the name and contact telephone number
of the transactor in the last column of the certificate and submit the related materials of the foreign company to which a certificate
has been issued to its boss taxation agency at the provincial level, and via it to the SAT for record.

B.

If income from international transportation is also exempted from business tax according to the provisions of the Agreements, the
applicant shall present the Certificate for Exemption from Income Tax to the prefectural bureau of local taxation in the same locality
as the one-examination-for-all taxation agency, and submit a photocopy of each of the Certificate of Resident Identification and
other evidential documents to apply for a SAT Certificate for Exemption from Business Tax on Shipping Income of Foreign Companies
(hereinafter referred to as the certificate for exemption from business tax).

The bureau of local taxation that has received the application for a certificate for exemption from business tax shall seriously check
the Agreement signed by China and the country (region) concerned, issue in time a certificate for exemption from business tax to
the applicant that satisfies the requirements of the Agreement and eligible for exemption from business tax on income from international
transportation, and affix a seal to the Certificate of Resident Identification and other evidential documents of the taxpayer stating
that “A certificate for exemption from business tax has been issued”, and file photocopies of the evidential documents for future
check. The applicant shall keep a photocopy of each of the Certificate of Resident Identification and other evidential documents
for other relevant procedure to be conducted by competent taxation agencies in other localities.

The taxation agency that has issued the Certificate for Exemption from Business Tax shall fill in the name and contact telephone number
of the transactor in the last column of the certificate, and submit in time the related materials of the foreign company to which
a certificate for tax exemption has been issued to its boss taxation agency in the province (autonomous region, municipality directly
under the central government, or city directly under the state planning), and via it to the SAT for record,

C.

For a company operating multiple shipping lines, the applicant may present to the bureau of state taxation and bureau of local taxation
in any other locality where the business takes place a photocopy of the certificate for exemption from income tax issued by the one-examination-for-all
taxation agency or a photocopy of the certificate for exemption from business tax issued by the bureau of local tax in the same locality,
and present a photocopy of each of the Certificate of Resident Identification and other evidential documents of the taxpayer to go
through procedure of exemption from taxation on freight payment.

After receiving an application, the bureau of state taxation and bureau of local taxation in the other locality shall affix their
official seals to and mark the dates in the presented photocopy of the certificate for exemption from income tax or the presented
photocopy of the certificate for exemption from business tax, keep one copy each of the Certificate of Resident Identification and
other evidential documents of the taxpayer for future check.

Except for special cases, the bureau of local taxation in the locality where the one-examination-for-all taxation agency is located,
as well as bureaus of state taxation and bureaus of local taxation in other localities shall not examine the original of the taxpayer’s
Certificate of Resident Identification.

(3)

Identification document of residency

When applying for privileges of exemption from taxation on income from international transportation under Agreements, the applicant
shall present a “certificate of resident identification” of any type listed below depending on the country (region) where the foreign
company is located.

A.

Certificate for exemption from income tax and certificate for exemption from business tax of which the third column (column for resident
identification) has been filled, signed, and sealed by a relevant taxation agency of the signatory country (region) of the Agreement
where the foreign company resides;

B.

Certificate of Resident Identification issued separately by a relevant taxation agency of the signatory country (region) of the Agreement
where the foreign company resides;

C.

Special certificate issued by a competent shipping agency of the government of the signatory country (region) of the Agreement where
the foreign company resides;

D.

The original of the Certificate of Business Registration Ordinance of Companies in Hong Kong (a specimen is attached) issued by the
taxation bureau of Hong Kong SAR where the Hong Kong company resides. Except for special cases, the applicant shall not be requested
to present the Certificate of Resident Identification of Companies in Hong Kong issued by the taxation bureau of Hong Kong SAR.

The “certificates of resident identification” listed above shall be valid within 3 years after issued by relevant agencies of the
signatory countries (regions) of the Agreements where the foreign companies reside. A taxpayer whose resident identity changes or
“Certificate of Resident Identification” expires during the 3 years shall apply in duetime for a new certificate for exemption from
taxation according to above-mentioned procedure with a valid “Certificate of Resident Identification”.

2.

When a withholding obligor pays freight under the item of export in international trade to a foreign company, he/it shall present
the contract or agreement, invoice issued by the foreign company, bill of lading (or its duplicate) and a list of the bill of lading,
and one of the evidential documents listed below, and may, after the authenticity of the presented documents has been checked by
the designated foreign exchange bank, make outward remittance directly from his/its foreign exchange account for current transactions
The bill of lading (or its duplicate) shall be returned to the withholding obligor for preservation. The bank shall keep the contract
or agreement (or its duplicate), invoice issued by the foreign company, and the list of the bill of lading for 3 years for future
check.

(1)

The payment receipts of corporate income tax and business tax issued by competent taxation agencies in the locality;

(2)

In case exemption from taxation on income from international transportation is enjoyed according to the provisions of the Agreements,
the certificate for exemption from income tax and the certificate for exemption from business tax shall be presented when the payment
of freight is applied for in the locality where the one-examination-for-all taxation agency is located.

(3)

In case exemption from taxation on income from international transportation is enjoyed according to the provisions of the Agreements,
a photocopy of the certificate for exemption from income tax affixed with the official seal of the “bureau of state taxation in “city”
province” and marked with the date or the certificate for exemption from business tax affixed with the official seal of the “bureau
of local taxation in ” city ” province” and marked with the date shall be presented when payment of freight is applied for in any
other locality where the business takes place. The stamp of the official seal and the mark of the date in the said photocopy must
be original.

3.

In case a withholding obligor has signed a contract or agreement with an overseas agent of a foreign company and acts as an indirect
agent for the foreign company in international transportation, he/it shall, in addition to the evidential materials listed in Article
2 of this supplementary circular, present the letter of authorization (or trust deed) issued by the foreign company to the overseas
agent wherever possible, and may, after the authenticity of the presented documents has been checked by the designated foreign exchange
bank, pay freight to the overseas agent from his/its foreign exchange account for current transaction.

4.

An applicant shall fill in the certificate for exemption from taxation in Chinese or in both Chinese and English.

5.

This circular shall take effect as from the date of promulgation. In case of any contradiction with provisions of previous regulations,
this circular shall prevail. Any problem encountered in the course of implementation shall be fed back in time to the SAT or the
SAFE.

Enclosures:

1. Table of Tax Deduction and Exemption for Income from International Shipping (Omitted)

2. Sample of the Certificate of Business Registration Ordinance of Companies in Hong Kong Issued by the taxation bureau of Hong Kong
SAR (Omitted)



 
The State Administration of Taxation
2002-08-15

 






SUPPLEMENTARY CIRCULAR OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON THE RELEVANT ISSUES CONCERNING B-SHARE CIRCULATION OF NON-LISTED FOREIGN-FUNDED SHARES OF FOREIGN-FUNDED JOINT STOCK LIMITED COMPANIES

The Ministry of Foreign Trade and Economic Cooperation

Supplementary Circular of the Ministry of Foreign Trade and Economic Cooperation on the Relevant Issues Concerning B-share Circulation
of Non-Listed Foreign-Funded Shares of Foreign-Funded Joint Stock Limited Companies

WaiJingMaoZiYiHan [2002] No.902

August 16, 2002

The commissions (departments, bureaus) of foreign trade and economic cooperation of all provinces, autonomous regions, municipalities
directly under the Central Government and municipalities separately listed on the State plan:

In order to promote the healthy development of domestic securities market and to further regulate the B-share circulation of the non-listed
foreign-funded shares of foreign-funded joint stock limited companies, which have B-shares, we hereby give our notice as follows
regarding the relevant issues:

I.

The non-listed foreign-funded shares of foreign-funded joint stock limited companies, which have B-shares, are permitted to be circulated
on the B-share market (hereinafter referred to as B-share circulation of non-listed foreign-funded shares). The B-share circulation
of non-listed foreign-funded shares must be executed strictly in accordance with “Some Opinions on the Relevant Issues concerning
Listed Companies involving Foreign Investments” promulgated by the Ministry of Foreign Trade and Economic Cooperation (hereinafter
referred to as “the MOFTEC”) and China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 8, 2001 (WaiJingMaoZiFa
[2001] No.538), and shall not be approved by departments without the approving power.

II.

The foreign-funded joint stock limited companies referred to in the preceding paragraph shall mean the foreign-funded joint stock
limited companies established upon approval by the MOFTEC in accordance with the “Interim Provisions on the Relevant Issues concerning
the Establishment of Foreign-Funded Joint Stock Limited Companies” (Order No. 1 of the MOFTEC in 1995), and the foreign-funded joint
stock limited companies established upon approval by the departments authorized by the MOFTEC in accordance with the “Circular on
the Relevant Issues concerning the Establishment of Chinese-Foreign Joint Stock Limited Companies” ([1992] WaiJingMaoZiZongHanZi
No. 374) prior to the promulgation of the above said Interim Provisions. The non-listed foreign-funded shares of the foreign-funded
joint stock limited companies that have been established not in accordance with the above two provisions shall not be circulated
on the B-share market.

III.

The B-share circulation of non-listed foreign-funded shares shall, in addition to satisfying the requirements of the State on IPOs,
meet the following conditions:

(1)

the applicant shall be a foreign-funded joint stock limited company established in accordance with the relevant provisions and procedures;

(2)

the applicant shall comply with the industrial policies on foreign investments;

(3)

the holders of non-listed foreign-funded shares which are to be listed in the B-share market shall not, if required by the applicant￿￿s
articles of association, the shareholders￿￿ agreement or other legal documents or laws and regulations to undertake particular obligations
and responsibilities (including but not limited to the provision of shareholders￿￿ loans or guaranty of loans, the transfer of technologies,
the license of trademarks, and so on), apply for B-share circulation of non-listed foreign-funded shares until they have implemented
the above said obligations and responsibilities;

(4)

they have passed the joint annual inspection of foreign-funded enterprises and have been making profits in the two years prior to
the application;

(5)

the holders of non-listed foreign-funded shares to be circulated in the B-share market have held the non-listed foreign-funded shares
for more than one year;

(6)

after the non-listed foreign-funded shares are converted into floating stocks, its original shareholders should continue to hold the
shares for more than one year.

IV.

The B-share circulation of non-listed foreign-funded shares shall be handled in accordance with the following procedures:

(1)

the applicant shall file an application to the provincial-level department in charge of foreign trade and economic cooperation at
its locality;

(2)

the provincial-level department in charge of foreign trade and economic cooperation at the applicant￿￿s locality shall, within 15
days as of receipt of the application, complete the preliminary examination; and shall, if consenting the B-share circulation after
the preliminary examination, report to the MOFTEC for examination and approval, or otherwise state the reason for disapproval in
writing;

(3)

the MOFTEC shall, within 30 days as of receipt of the application documents, complete the examination; and shall approve the application
which meets the conditions; or not approve the application which does not meet the conditions but state the reason in writing;

(4)

the applicant shall, within 30 days as of the date when CSRC approves the B-share circulation of non-listed foreign-funded shares,
modify the “Approval Certificate of Foreign-Funded Enterprise” in the MOFTEC with the approval documents of the MOFTEC and CSRC;
if the applicant fails to be approved by CSRC within 1 year as of the approval by the MOFTEC, the original approval documents of
the MOFTEC shall be automatically invalidated;

(5)

the applicant shall, within 30 days as of modification of the “Approval Certificate of Foreign-Funded Enterprise”, apply to the administrative
department for industry and commerce for going through the registration formalities.

V.

The application documents mentioned in Paragraph (3) of Article 4 of this Circular shall refer to:

(1)

documents (including the preliminary examination opinions) submitted by the provincial-level department in charge of foreign trade
and economic cooperation at the applicant￿￿s locality;

(2)

the application letter of the applicant on the B-share circulation of non-listed foreign-funded shares;

(3)

the resolutions of the applicant￿￿s shareholders￿￿ meeting on the B-share circulation of non-listed foreign-funded shares and amendment
of the articles of association;

(4)

the resolutions of the applicant￿￿s board of directors;

(5)

the draft (original) of the amendment to the articles of association and the original articles of association (duplicate);

(6)

the written statement of the holders of the non-listed foreign-funded shares to be circulated in B-share markets on the special obligations
and responsibilities they have assumed; if such holders have undertaken special obligations and responsibilities, they shall report
in writing on the status of performance of such special obligations and responsibilities or make commitments to continue to fulfill
the relevant obligations and responsibilities;

(7)

the proof of having passed the joint annual inspection by the applicant in the two years prior to the application;

(8)

the proof of having made profits by the applicant in the two years prior to the application (the auditor’s report and the tax returns);

(9)

the certificate issued by the applicant proving that the holders of the non-listed foreign-funded shares to be circulated on the B-share
market have held the non-listed foreign-funded shares for more than one year;

(10)

the written commitment made by the holders of the non-listed foreign-funded shares to be circulated on the B-share market that they
will continue to hold the shares for more than one year after the conversion of the non-listed foreign-funded shares into floating
stocks;

(11)

duplicates of the “Approval Certificate of Foreign-Funded Enterprise” and the “Business License” of the applicant. The foreign-funded
joint stock limited companies established upon approval by the departments authorized by the MOFTEC in accordance with the “Circular
on the Relevant Issues concerning the Establishment of Chinese-Foreign Joint Stock Limited Companies” ([1992] WaiJingMaoZiZongHanZi
No. 374) prior to the promulgation of the Interim Provisions shall provide the approval documents issued by the original approving
department.



 
The Ministry of Foreign Trade and Economic Cooperation
2002-08-16

 






MEASURES FOR THE ADMINISTRATION OF THE INSPECTION AND QUARANTINE OF MEAT PRODUCTS AT ENTRY AND EXIT

The State General Administration of Quality Supervision Inspection and Quarantine

Decree of the State General Administration of Quality Supervision Inspection and Quarantine of the People’s Republic of China

No. 26

Measures for the Administration of the Inspection and Quarantine of Meat Products at Entry and Exit adopted by the meeting of the
General Administration of Quality Supervision, Inspection and Quarantine are hereby promulgated and shall be come into force as of
the day of October 1, 2002.

Minister of the State General Administration of Quality Supervision Inspection and Quarantine, Li Changjiang

August 22, 2002

Measures for the Administration of the Inspection and Quarantine of Meat Products at Entry and Exit

Chapter I General Rules

Article 1

The present Measures have been formulated on the basis of the Law of the People’s Republic of China on the Inspection of Import and
Export Commodities and the regulations for the implementation thereof, the Law of the People’s Republic of China on the Quarantine
of Animals and Plants at Entry and Exit and the regulations for the implementation thereof, the Law of the People’s Republic of China
on the Frontier Hygiene and Quarantine and the detailed rules for the implementation thereof, the Law of the People’s Republic of
China on Food Hygiene and other relevant laws and regulations for the purpose of reinforcing the inspection, quarantine and supervision
of meat products at entry and exit, ensuring the security and hygiene of meat products at entry and exit, preventing epidemic diseases
of animals from entering into our country, protecting the security of production of agriculture and animal husbandry as well as the
health of people, and maintaining the reputation of foreign trade.

Article 2

The present Measures shall be applicable to the inspection, quarantine and supervision of meat products at entry and exit.

Article 3

The term “meat products” as mentioned in the present Measures refers to any part of the slaughtered animal that is edible for the
humans, including the body, meat, viscera, byproducts, and products made of the aforementioned products as raw materials (excluding
cans).

Article 4

The General Administration of Quality Supervision, Inspection and Quarantine of the State (hereafter “the General Administration”)
take charge of the unified administration of the inspection, quarantine and supervision of meat products at entry and exit of the
whole country. The institutions of entry and exit inspection and quarantine set up by the General Administration at all places (hereafter
“inspection and quarantine institutions”) shall be responsible for the inspection, quarantine and supervision of meat products at
entry and exit.

Chapter II Inspection and Quarantine at Entry and Exit

Article 5

The administrative authority of the government of the country or region that exports meat products to China shall enter into a protocol
of inspection and quarantine with the General Administration so as to determine the corresponding requirements for inspection and
quarantine. The inspection and quarantine institutions shall implement inspection and quarantine according to the protocols of inspection
and quarantine and the relevant provisions of the laws and regulations of China.

The General Administration may, where it is necessary, send people to the countries or regions that export meat products to China
to make preliminary inspections.

Article 6

The processing enterprises that export meat products to China shall be subject to registration at the General Administration. The
foreign processing enterprises that fail to be registered at the General Administration may not export their meat products to China.

Article 7

The General Administration adopts the system of quarantine approval to the meat products that enters into China. The consignor of
entry meat products shall go through quarantine approval formalities and obtain a license for entry animal and plant quarantine before
concluding a trade contract.

Article 8

Entry meat products can only enter into China at the ports designated by the General Administration. An entry port shall meet the
following conditions:

(1)

Having refrigerated warehouses that suit the quantity of entry meat products. The conditions of the refrigerated warehouses shall
conform to the Inspection and Quarantine Requirements of Refrigerated Warehouses for Entry Meat Products (see annex). The inspection
and quarantine administrations directly under the General Administration administers the refrigerated warehouses for storing entry
meat products within their respective jurisdictions by way of archivist files.

(2)

The inspection and quarantine institutions at entry ports shall have laboratory facilities necessary for the inspection and quarantine
of meat products and shall be equipped with corresponding professional personnel.

Article 9

Before or when meat products enter into China, the consignor or the agent thereof shall report to the inspection and quarantine institutions
at the entry port for inspection and quarantine by presenting relevant documents, including its license for the quarantine of entry
animals and plants, (the original copy of ) the inspection and quarantine certificates issued by the authorities of the government
of the exporting country or region, the certificate of origin, trade contracts, letters of credit, bills of lading, invoices, etc.

Article 10

The inspection and quarantine institutions shall examine the documents submitted for inspection and quarantine, and if they find that
the documents are eligible, they shall accept the request for inspection, and write off the quantities that have been approved.

If there is no certificate of inspection and quarantine issued by the authorities of the exporting country or region or if the certificates
of inspection and quarantine do not meet the requirements, and if there is no valid licenses for the quarantine of entry meat products,
they shall be returned or destroyed.

Article 11

The containers that carry entry meat products shall be subject to sterilization for preventing epidemics under the supervision of
the inspection and quarantine institutions at the entry port. No entry meat product may be unloaded from the transportation vehicles
without the approval of the inspection and quarantine institutions.

Article 12

The inspection and quarantine institutions at entry port shall execute inspections and quarantines on the spot according to the following
provisions:

(1)

Checking whether the documents are in identity with the name, quantity (weight), serial number of the container, the exporting country
or region, the name of the processing factory, or with the registration number, packaging, lead sealing number, inspection and quarantine
mark or sealing label of the products;

(2)

Checking whether the temperature records of the containers are in conformity with the relevant requirements;

(3)

Checking the packing: on the outside of the packages there should be eye-catching labels written in Chinese and English, indicating
the name, specifications, place of production, date of production, term of quality guarantee, temperature for storage, factory registration
number, destination, etc. The destination must be the People’s Republic of China, and there should be a one-time-use label of inspection
and quarantine at the encapsulation. The inner package must be made from innocuous and harmless new materials and shall indicate
the name of the product and the factory registration number;

(4)

Checking whether there is any sign of going bad or putridity, whether there is impure substances such as peculiar smell, hairs, blood,
ordure, etc. or other harmful impure substances.

Article 13

The entry meat products may, according to the result of on-spot inspections and quarantines, dealt with in the following ways:

(1)

If the products are not in identity with the documents or if they do not meet the standards of our country, they shall be returned
or destroyed;

(2)

If the products have gone bad or have been contaminated by harmful impure substances, they shall be returned or destroyed;

(3)

If the products are suspect of being contaminated by pathogens, samples shall be taken for test and the products shall be sealed up
for further disposal.

Article 14

The entry meat products shall, upon passing the on-spot inspection and quarantine, be carried to the refrigerated warehouses designated
by the inspection and quarantine institutions for storage. In the meanwhile, the inspection and quarantine institutions shall take
samples to make laboratory inspections according to relevant provisions.

Article 15

The following requirements shall be met in sampling:

(1)

The samples shall avoid being polluted in the process of sampling. Special sampling bags shall be used for storing samples or the
samples shall be taken with the original packaging. The samples collected shall be kept in a temperature similar to the environment
of transportation (may be kept in ice or the cold boxes of the refrigerators or low-temperature refrigerators);

(2)

Labels shall be affixed to the container or sampling bag that contains the samples, indicating the name of the samples, number of
the inspection form, source, quantity, place of sampling, samplers, and date of sampling, etc., and a Voucher of Sampling shall be
issued.

Article 16

Laboratories shall inspect the sensory features of the samples to see if the freshness, color and odor are normal, whether there is
any impure substance such as blood, hair, or ordure, etc, whether there are hemorrhages or gore. Where it is necessary, tests of
volatile basic nitrogen (VBN) or braising and steaming may be made.

Article 17

Microbial tests shall be made to the samples of entry meat products and monitors shall be conducted with regard to the physical and
chemical indexes such as heavy metals, pesticide remnants, remnants of animal remedies according to the Plan for Controlling Remnants
of Harmful Substances in Animal-originated Foods.

The microbiological inspection of meat products include mandatory inspection of the total number of bacteria, salmonellosis, pathogenic
colibacillus (including O157 and O157: H7) as well as monitory inspections of listeria monocytogenes, campylobacteriosis, etc. Mandatory
inspection of staphylococcus aureus shall also be made to meat products.

According to the situation of epidemic diseases of animals in the exporting country or region, relevant pathogenic and parasitic inspections
shall also be made to the meat products that may have been affected by zoonoses or parasites.

Article 18

The inspection and quarantine institutions of the entry ports shall, on the basis of the results of inspections and quarantines, deal
with the entry meat products according to the relevant provisions concerning the administration of licenses for entry and exit inspection
and quarantine in the following ways:

(1)

If the meat products have passed the inspection and quarantine, a Certificate of Inspection and Quarantine for Entry Goods shall be
issued to approve the production, processing and use thereof;

(2)

If the meat products fail to pass the inspection and quarantine, a Notice of Disposal for Inspection and Quarantine shall be issued
so as to return, destroy or conduct innocent treatment to the meat products under the supervision of the inspection and quarantine
institutions;

(3)

Where it is necessary to claim damages against foreign parties, relevant certificates shall be issued.

Article 19

Before obtaining a Certificate of Inspection and Quarantine for Entry Goods issued by the inspection and quarantine institutions,
the consignor or the agent thereof may not transfer, produce, process or use the entry meat products.

Chapter II I Exit Inspection and Quarantine

Article 20

Exit meat products must be pass the inspections and quarantines of the inspection and quarantine institutions before exiting the territory.

Article 21

The General Administration administers the production, processing, and storage of exit meat products by way of registration.

Article 22

The inspection and quarantine institutions shall carry out inspections and quarantines to exit meat products according to the requirements
as mentioned below:

(1)

The laws and administrative regulations of China and the requirements of inspection and quarantine as provided by the General Administration;

(2)

The requirements of inspection and quarantine as provided in the agreements, protocols, or memorandums entered into by the Government
of the People’s Republic of China and the exporting country or region;

(3)

The requirements of inspection and quarantine of the exporting country or region.

Article 23

Inspection and quarantine institutions shall send veterinarians to the enterprises processing exit meat products so as to supervise
and administer the whole process of producing, processing, storing, transporting, and exiting of exit meat products. The enterprises
that produce, process or store meat products shall provide necessary working conditions for the veterinarians sent by the inspection
and quarantine institutions.

The major duties and functions of the veterinarians are:

(1)

Conducting pre-slaughter and post-slaughter inspections and quarantines to the animals to be slaughtered according to the requirements
of inspection and quarantine and relevant provisions.

(2)

Supervising and inspecting the safety and hygiene conditions of the processing enterprises in the process of production and processing,
and, where it necessary to collect samples, send samples to the laboratory for inspections;

(3)

Fulfilling the duty of sampling as provided in the plans of the state concerning the monitor of remnants and epidemic diseases;

(4)

Being responsible for applying for and keeping the seals and labels needed for the inspection and quarantine of exit meat products,
and make records of them.

Article 24

The consignor or agent thereof shall, before producing or processing exit meat products, make preliminary declarations of inspection
to the inspection and quarantine institutions of the place where the production or processing enterprise is located.

The inspection and quarantine institutions shall, after accepting the preliminary declaration for inspection, examine and confirm
the requirements of inspection and quarantine, and make investigations about the surroundings of the production or processing enterprises,
the situation of animal epidemic diseases of the place where the slaughtered animals come from, and the use of pesticides and animal
remedies. Approval to production or processing may not granted until the requirements for export have been met.

Article 25

The animals to be slaughtered shall come from the farms that have been registered at or placed on the file of the inspection and quarantine
institutions. The relevant measures for the administration of inspection and quarantine of animals to be provided to Hong Kong and
Macao shall be referred to in the registration or placing on files.

The breeding of animals to be slaughtered shall be subject to the administration of the production and processing enterprises of exit
meat products by way of “five unified administrations” (to wit, unified provision of young chickens, piglets, etc., unified quarantine
and sterilization, unified provision of fodder, unified use of medicines, and unified purchase and slaughter). Before taking the
animals out of the farm, one shall have obtained a certificate of inspection and quarantine issued by the inspection and quarantine
institution of the place where the farm is situated, and the processing factory of exit meat products may conduct the slaughter and
processing upon the certificate of the inspection and quarantine institution where it is located.

Article 26

Inspection and quarantine institutions shall monitor the animal epidemic diseases before the slaughtering of animals. Without a Certificate
of Passing the Quarantine of Origin of Animals or without passing the monitor of epidemic diseases or the control of remnants, no
animal may be slaughtered and processed as exit meat products.

Non-fed animals to be slaughtered shall pass quarantines and pass the inspection of harmful and noxious remnants and substances before
being slaughtered.

Article 27

The processing enterprises of exit meat products shall conduct inspections and self-control of microbes and harmful and noxious substances
and remnants according to the relevant standards of the state as well as the requirements of the importing country or region.

Article 28

The inspection and quarantine institutions shall make inspections of microbes and harmful and noxious substances and remnants to the
exit meat products and monitor the hygiene of the enterprises according to the provisions of Article 22 of the present Measures.

Article 29

The materials to be used for packing exit meat products shall meet the standards of hygiene, and on the packaging boxes (bags) it
shall be indicated, according to the requirements of the importing country or region, the name of product, quantity (weight), name
of the producing enterprise, registration number, date of production, term of quality guaranty, conditions for storage, etc. Where
it is necessary to affix the seal or label of inspection and quarantine, it shall be done according to relevant provisions and under
the supervision of veterinarians.

Article 30

Meat products produced or processed under the supervision of veterinarians shall be registered by the veterinarians send by the inspection
and quarantine institutions who shall fill in the records of supervision, and on the basis of the inspection results, confirm whether
the products are in conformity with the requirements of inspection and quarantine of the importing country or region. If they meet
the requirements, a certificate of passing inspection and quarantine shall be issued by the veterinarian for shipment.

Article 31

The consignor or agent thereof shall, before transporting the exit meat products, make a declaration of inspection to the inspection
and quarantine institution of the place where the enterprise that has produced or processed the exit meat products by presenting
the certificate of passing inspection and quarantine for shipment issued by the veterinarians.

Article 32

The means of transportation for carrying exit meat products must be equipments with excellent airproof and refrigerating performances
so as to ensure the temperature required for transportation, and the way of loading shall be able to effectively prevent the meat
products from contamination and cleaning and sterilization shall be carried out under the rigid supervision of the inspection and
quarantine institutions.

Article 33

The inspection and quarantine institutions shall supervise the loading of exit meat products for shipment. When exit meat products
are loaded, the inspection and quarantine institutions shall send staff members to supervise the whole process of loading and fill
in the records of loading supervision.

The inspection and quarantine institutions may, where it is necessary, affix labels or seals of inspection and quarantine to the exit
meat products, packaging containers, means of transportation, etc. that have passed the inspection and quarantine according to relevant
provisions.

Article 34

The inspection and quarantine institutions shall examine the certificate of passing inspection and quarantine, report of inspection
results, records of supervision of loading, etc. of exit meat products. If the relevant provisions are met, relevant documents of
inspection and quarantine shall be issued; if the relevant provisions are not met, a notice of failing the inspection and quarantine
shall be issued.

Article 35

The transit refrigerated warehouses for storing exit meat products shall be subject to registration at the inspection and quarantine
institution of the place where they are located and shall accept the supervision and administration thereof.

When exit meat products arrive at the transit refrigerated warehouses, a declaration shall be made to the inspection and quarantine
institution of the place where they are located. The inspection and quarantine institution of the place where the transit refrigerated
warehouse is located shall supervise that they are put into the warehouses by way of the certificates of inspection and quarantine
issued by the inspection and quarantine institutions where the production and processing enterprises are located.

When exit meat products are taken out of the warehouses, the certificates shall be exchanged by the inspection and quarantine institutions
of the place where the transit warehouses are located.

Article 36

Refrigerant exit meat products shall be carried out of the territory within 6 months after they are produced or processed, and iced
fresh meat products shall be carried out of the territory within 72 hours after they are produced or processed. Where the government
of the importing country or region has different requirements, such requirements shall be implemented.

Article 37

The General Administration practices the system of administration by way of archivist files to the veterinarians to whom certificates
of inspection and quarantine have been issued.

Chapter IV Supplementary Provisions

Article 38

Any consignor or agent thereof of entry and exit meat products who violates the provisions of the present Measures shall be punished
by the inspection and quarantine institutions according to the provisions of relevant laws and regulations.

Article 39

The inspection and quarantine institutions and the staff members thereof shall, when executing inspections and quarantines as well
supervision and administration to the entry and exit meat products, rigidly enforce the law according to the statutorily prescribed
duties and functions and statutory procedures, observe professional ethics, be devoted to their duties and providing services politely.
Any one who violates the provisions of the laws or regulations or the present Measures shall be investigated by the entity or superior
organ that he belongs according to relevant provisions.

Article 40

The power to interpret the present Measures shall remain with the State General Administration of Quality Inspection.

Article 41

The present Measures shall enter into force as of October 1, 2002.

Attachment:Inspection and Quarantine Requirements of Refrigerated Storage Warehouses Designated for Entry Meat Products Attachment:Inspection and Quarantine Requirements of Refrigerated Storage Warehouses Designated for Entry Meat Products

(I)

The basic conditions of the designated refrigerated storage warehouses:

1.

They should be conveniently located and within the jurisdiction of the entry port, have operation spaces that facilitate carriage,
and the volume of the refrigerated warehouse should be up to 3,000 tons (except the refrigerated warehouses owned by the enterprises
processing with materials supplied by customers;

2.

They must be located within the area without sources of pollution, the hygiene of the environment should meet the requirements for
protecting the environment, and the road surface of the warehouses should be paved with cement and be smooth and not subject to water
accumulations.

3.

The warehouses are airtight and equipped with facilities for preventing worms, mice and mildew proof;

4.

The temperature of the warehouses shall remain under ?C18￿￿and the difference in temperature between the day and night shall be
less than 1 ￿￿p> 5.

There shall not be any dirt, strange odor, and they shall be neat and clean, and properly arranged;

6.

They shall be automatic temperature recording equipments, and inside the warehouses there shall be non-mercury thermometers;

7.

A sanitation and quality system shall be set up that includes the following elements:

a.

guiding policies of sanitation and quality as well as the target of sanitation and quality;

b.

institutions and the duties thereof;

c.

administration of production personnel;

d.

requirements of environmental sanitation;

e.

sanitation requirements of the refrigerated warehouses and equipments;

f.

control of storage and transportation sanitation;

g.

quality recording control;

h.

interior inspection of the quality system.

(II)

Administration of delivery into warehouses

1.

For the meat products that are required to be stored in the designated refrigerated warehouses, the original of the first sheet of
the Document of Customs Clearance of Entry Goods as issued by the inspection and quarantine institutions shall be subject to inspection
and a photocopy thereof shall be kept;

2.

If any of the following circumstances occurs, none of the goods may be put into the warehouses, and the inspection and quarantine
institutions shall be informed without delay:

a.

The documents are not in conformity with the goods or the good are unpacked, assembled or neutrally packed, or the packing does not
meet the requirements of inspection and quarantine;

b.

The goods have gone bad or have strange odor.

3.

Different products (including different brands, different places of origin, different time of putting into the warehouse, and different
consignors) shall not be mixed and piled in a same area of the warehouses. The home products may not be stored in a same warehouse
with entry products. The corridors shall be kept clean and nothing may be placed in the way;

4.

The designated warehouses of storage shall have a system of inspection of registration for delivery into the warehouses, and special
persons shall be designated to take charge of the warehousing registration of entry meat products (including the registration of
the information about the goods and the consignor), the sanitation and quarantine as well as the supervision and quarantine work
of the inspection and quarantine institutions.

5.

For delivery into the designated refrigerated warehouses, the Handbook for the Quality Supervision of Entry Meat Products Stored in
Designated Refrigerated Warehouses shall be filled in for the inspection and verification of the inspection and quarantine institutions.

6.

In case any unlawfully imported meat products are found in any designated refrigerated warehouse, it shall be reported to the inspection
and quarantine institutions without delay.

(III)

Administration of delivery out of warehouses

1.

For the entry meat products that are delivered out of the designated refrigerated warehouses, the original of the first sheet of the
Certificate of Inspection and Quarantine of Entry Goods as issued by the inspection and quarantine institutions shall be subject
to inspection and a photocopy thereof shall be kept;

2.

When products are delivered out of the warehouses, a special person shall take charge of the registration of delivery out of the warehouses;

3.

After products are delivered out of the warehouses, the remnants thereof shall be cleaned away and effective sterilization shall be
done in good time.

(IV)

Supervision

1.

The designated refrigerated warehouses shall provide necessary inspection and quarantine as well as supervision facilities to the
inspection and quarantine personnel;

2.

The supervision of the designated warehouses shall be done by the inspection and quarantine institutions directly under the General
Administration, which shall include: to send staff members regularly or irregularly to the designated warehouses to inspect the storage,
registration of delivery into and out of the warehouses, the operation of the quality system, the compliance to the laws and regulations
concerning inspection and quarantine, etc; to see whether unlawfully imported meat products are stored therein, whether they have
failed to report to the inspection and quarantine institutions about unlawfully imported meat products, and whether the goods have
been unpacked without authorization or the labels or seals of inspection and quarantine have been destroyed during the storage of
the products;

3.

If, in the process of inspections, the inspection and quarantine institution finds out any violation of the relevant provisions, it
shall order the offender to mend up within a prescribed period of time. If the circumstances are serious, it may give a warning or
suspend the storage or the entry meat products or cancel the qualifications of the designated refrigerated warehouses.

4.

The designated warehouses shall report its monthly statistical statements of entry meat products that are delivered into and out of
the warehouses of the preceding month to the inspection and quarantine institutions and shall accept the inspection of the inspection
and quarantine institutions;

5.

To mend or change the structure of the designated refrigerated warehouses due to other reasons, approval of the inspection and quarantine
institutions shall be obtained and a good job shall be done in quarantine under the guidance thereof;

6.

The wastes that are produced in the process of delivering entry meat products into or out of the warehouses shall be destroyed in
harmless ways at designated places as pursuant to the requirements of the inspection and quarantine institutions concerned;

7.

When the inspection and quarantine institutions effects quarantine supervisions to the designated refrigerated warehouses, the persons-in-charge
of the warehouses shall give cooperation and may not conceal anything or refuse the inspections.



 
The State General Administration of Quality Supervision Inspection and Quarantine
2002-08-22

 






CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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