NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE PROVISIONS ON THE FINANCIAL MANAGEMENT ISSUES RELATED TO THE CUSTODIAN BUSINESS OF FINANCIAL ASSET MANAGEMENT COMPANIES

the Ministry of Finance

Notice of the Ministry of Finance on Printing and Distributing the Provisions on the Financial Management Issues related to the Custodian
Business of Financial Asset Management Companies

Cai Jin [2004] No. 108

The People’s Bank of China, the China Banking Regulatory Commission, the China Securities Regulatory Commission, the China Insurance
Regulatory Commission, the China Huarong Asset Management Company, the China Great Wall Asset Management Company, the China Orient
Asset Management Company and the China Xinda Asset Management Company:

With a view to regulating the financial management work concerning the custodian business of financial asset management companies,
strengthening the risk control and ensuring the orderly development of trust operation, we hereby print and distribute the Provisions
on the Financial Management Issues related to the Custodian Business of Financial Asset Management Companies to you, please carry
them out accordingly.

Attachment: Provisions on the Financial Management Issues related to the Custodian business of Financial Asset Management Companies

The Ministry of Finance of the People’s Republic of China

October 30, 2004 Attachment:Provisions on the Financial Management Issues related to the Custodian Business of Financial Asset Management Companies

With a view to regulating the financial management work concerning the custodian business of financial asset management companies
(hereinafter referred to as the “asset companies”) and strengthening the risk control, the relevant issues are formulated as follows:

The custodian business of asset companies shall refer to the management activities in that the asset companies legally conduct trust
to the entrusted institutions and assets on the commission of government departments and enterprises within the approved business
scope according to the commercial principles.

The custodian business of asset companies, which falls within the category of commission and agency business of asset companies, shall
follow the principle of prudent operation and strictly implement the relevant provisions on the Notice of the Ministry of Finance
on Printing and Distributing the Measures for the Risk Management of Relevant Operations of Financial Asset Management Companies
([2004] No. 40 of the Ministry of Finance) and the Notice of the Ministry of Finance on Relevant Financial Issues concerning the
Development of Investment Agency by Entrustment and Commercialized Purchasing Businesses by the Financial Asset Management Companies
([2004] No. 61 of the Ministry of Finance).

The asset companies shall strictly distinguish the custodian business from other business, perform well the take-over and registration
work of entrusted assets, bring the entrusted assets into the off-balance-sheet account after they are cleaned up and confirmed,
implement the management of separate account, strengthen the internal control of custodian business and effectively isolate financial
risks.

According to the current financial and accounting systems of asset companies, the incomes and expenditures of the custodian business
of asset companies shall be separately calculated on the basis of the items of “other revenuesDrevenues of intermediate operations”
and “other expendituresDexpenditures of intermediate operations” and be attributed into the profits and losses of asset companies,
and extra explanations in details concerning them shall be made in the annual final accounting.

The custodian business of asset companies shall follow the principle of “who entrusts, who pays”.

As to the custodian business by a government department, the government department shall put forth the scheme on trust money, and
conclude the entrustment protocol with the asset company after the finance department of the same level has approved the scheme upon
examination.

As to the custodian business by an enterprise, the entrustment protocol shall, in light of the scale, planned workload and cost of
the entrusted assets, be concluded by the enterprise and the asset company commercial principles after the trust money is determined
through consultation.

The asset company shall report the foresaid entrustment protocol to the Ministry of Finance for archival filing after it is concluded.

The expenditures of custodian business of an asset company shall refer to the direct expenses occurred during the process of carrying
out the trust, which include the relevant operation expenses, direct management expenses and etc. and shall be drawn from the income
of the trust money. The expenditures of custodian business shall not be brought into the cost of the asset disposal operation.

The operation expenses shall consist of the expenses occurred in such work as the investigation, evidence-obtaining, evaluation and
management which are conducted by such intermediary agencies as law offices and evaluation institutions employed due to the necessity
for carrying out the trust, and any other operation expense from the directly related operations.

The direct management expenses shall limit to the expenses of travel, entertainment, meeting and articles for office work, which are
directly related with the implementation of the trust. The expenses for the company staff members may not be used for the expenditures
of the custodian business.

The expenses occurred in the liquidation of the trust organ of an asset company shall be brought into the liquidation expenditures
of the organ.

All asset companies shall strengthen the accounting of the trust money from the custodian business, open a separate capital liquidation
account and make regular inspections on the settlement.

The present Provisions shall be applicable to any custodian business carried out by asset companies on commission as of January 1,
2004.

the Ministry of Finance
2004-10-30

THE CIRCULAR OF THE GENERAL OFFICE OF THE CBRC ON RELEVANT MATTERS CONCERNING STANDARDIZING THE OPERATION AND ADMINISTRATION OF THE SECURITIES BUSINESS OF TRUST AND INVESTMENT COMPANIES

China Banking Regulatory Commission

The Circular of the General Office of the CBRC on Relevant Matters concerning Standardizing the Operation and Administration of the
Securities Business of Trust and Investment Companies

November 16, 2004

With a view to standardizing securities business of trust and investment companies, earnestly handling well the work of risk prevention,
and carrying out further the Circular on Relevant Matters of Trust and Investment Companies in Opening Trust Special Securities Account
and Trust Special Capital Account (Yin Jian Fa [2004] No.61), the relevant matters concerning the securities business of trust and
investment companies are notified as follows:

Where the trust and investment company uses the trust capital to engage in securities investment, it shall conform strictly to the
provisions of Trust Law of the People’s Republic of China, Regulations on Trust and Investment Companies, Interim Measures for the
Administration of Capital Trust of Trust and Investment Companies, shall manage the trust capital and its inherent capital separately
and keep separate accounts, and shall manage the trust capital of different trustors separately and keep separate accounts. And pursuant
to the Circular on Relevant Matters concerning Open and Use of RMB Bank Settlement Accounts of Trust and Investment Companies (Yin
Fa [2003] No.232) and the Circular on Relevant Matters concerning Opening Special Securities Account for Trust and Special Capital
Account for Trust of Trust and Investment Companies (Yin Jian Fa [2004] No. 61), special property account of trust capital shall
be opened in a commercial bank, special securities account for trust thereof shall be opened in Shanghai branch or Shenzhen branch
of China Securities Depository &Clearing Corporation Limited and the special capital account for trust thereof shall be opened in
those securities companies as approved by China Securities Regulatory Commission.

Where the trustor stipulates the trust and investment company to manage and use independently the trust capital, the trust and investment
company shall open separate account for the trust capital pursuant to the principle of one account for one trust document. Where
the trustor stipulates the trust and investment company to use trust capital under a certain collective trust plan, the trust and
investment company shall open separate account for the trust capital in accordance with the principle of one account for one trust
program.

The trust and investment company shall disclose matters of opening special account to the trustor and beneficiary in time, and submit
a report on matters of opening trust special securities account and trust special capital account to banking regulatory authorities
responsible for the direct supervision and administration. As to failure to open the special account in former securities business
for being overdue, the reason and main contents of the thereof shall be reported.

The trust and investment company shall establish and improve the company governance and internal control mechanism, strengthen the
independence and effectiveness of internal auditing department, take practical measures to prevent the controlling shareholders and
actual controlling persons from intervening, promote the management of securities investment business staff, and form a scientific
decision mechanism and long-term effective mechanism of securities investments.

Where the trust and investment company uses its inherent capital or trust capital to engage in securities investments, it shall follow
the principle of portfolios of investments and decentralization of risks, and must formulate in advance the investment proportion
and strategy and establish the risk stop-loss point in accordance with the provisions of Circular on Further Strengthening the Supervision
and Administration of Trust and Investment Companies (Yin Jian Fa [2004] No.46) etc.

Where the trust and investment company uses its self-owned capital to engage in securities investments, the sum of total balance of
market value per day from the investments to stocks, corporate bonds and securities investment funds shall not exceed 50 percent
of their net assets (including 50%).

Banking regulatory authorities at all levels shall strengthen the supervision and administration of the securities business of trust
and investment companies within the areas under their respective jurisdictions. Where the trust and investment company, in engaging
in securities business, fails to comply with this Circular and the relevant administrative regulations, it shall be ordered to make
rectification, and limited to start new securities business; Where there are serious circumstances, its securities investment business
shall be suspended.

Trust and investment companies shall conform strictly to the provisions of the relevant laws, regulations and this Circular in new
securities investment business after the issuance of this Circular.

Where the trust and investment company fails to conform to the provisions of this Circular in securities investment business engaged
before the issuance of this Circular, it shall be normalized earnestly before December 31, 2004.

This Circular shall enter into force as of the date of Promulgation. All banking regulatory bureaus shall report in good time to China
Banking Regulatory Commission where problems arise in the execution.

China Banking Regulatory Commission
2004-11-16

CIRCULAR OF SAFE ON PRINTING AND DISTRIBUTING THE OPERATION DIRECTIONS (FOR TRIAL IMPLEMENTATION) OF THE INTERIM MEASURES FOR ADMINISTRATION OF SALES AND PAYMENTS OF EXCHANGE IN TRANSFERRING INDIVIDUAL PROPERTY ABROAD

The State Administration of Foreign Exchange

Circular of SAFE on Printing and Distributing the Operation Directions (for Trial Implementation) of the Interim Measures for Administration
of Sales and Payments of Exchange in Transferring Individual Property Abroad

Hui Fa [2004] No.118

December 9, 2004

The branches and foreign exchange offices of the State Administration of Foreign Exchange of all provinces, autonomous regions, and
municipalities directly under the Central Government, and the branches in Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo:

The Interim Measures for the Administration of Sales and Payments of Exchange in Transferring Individual Property Abroad (hereinafter
referred to as the Measures) has come into force as of the date of December 1, 2004. With a view to ensuring the implementation of
this policy, specifying relevant operation procedures, and making formalities convenient for applicants, in accordance with the relevant
provisions, the State Administration of Foreign Exchange formulates the Operation Directions (for Trial Implementation) of the Interim
Measures for the Administration of Sales and Payments of Exchange in Transferring Individual Property Abroad, please implement it
accordingly.

Attachment:The Operation Directions (for Trial Implementation) of the Interim Measures for the Administration of Sales and Payments
of Exchange in Transferring Individual Property Abroad htm/e03848.htmAttachment

Attachment:

The Operation Directions (for Trial Implementation) of the Interim Measures for the Administration of Sales and Payments of Exchange
in Transferring Individual Property Abroad

1.Operation Procedures

(1) Procedures for the application of emigration transfer, inheritance transfer, and for the purchase of exchange and outward remittance
for the first time

(i) the applicant files an application

Amount applied beyond the equivalent

(ii) Examination of local forex authorities—————————————————————–i) examination and approval of SAFE

; issuance of approval document to local forex authorities after approval t>

——————————————————————————————-n>

—————————————————————span>

(v) Issuance of the approval document for (the first time) purchase of exchange,remittance outward to the applicant

(iv) Issuance of the approval reply letter to the applicant (reply lettermay not be issued in the case of approval to remit outward in one time )

(vi) The applicant goes through the purchase of exchange and outward remittances formalities at the designated foreign exchange
bank on the basis of the approval document

(2) The operation procedures for second and afterwards exchange purchase and outward remittance of emigration transfer

(vii)the applicant files application

(viii)examination and approval of local foreign exchange authorities

(ix) Issues the exchange purchase, outward remittance approval document to the applicant

(x)The applicant goes through the purchasing and remittance procedures in the designated foreign exchange bank on the basis of the approval
document of the foreign exchange authorities

2. The applicant qualification

(1) Definition (Article 2 of the Measures)
”Emigration transfer” refers to the activity of a natural person who emigrates abroad and has permanent residence thereof or who goes
to Hong Kong, Macau SAR and has permanent residence thereof or who goes to Taiwan region from the mainland and resides there realizes
the legal property owned by him within the territory before he (she) gets an emigration status and purchases exchange in designated
foreign exchange bank and remits outward the exchange.
”Inheritance transfer” refers to the activity of a foreign citizen or a permanent resident of Hong Kong, Macau SAR or Taiwan region
who realizes the property inherited within the territory, purchases exchange in designated foreign exchange bank and remits outward
the exchange.
(2) The qualification of the applicant for emigration transfer
i. A natural person emigrates from Chinese mainland to a foreign country and has permanent residence in the country of residence or
has the citizenship of the country of residence;
ii. A natural person goes to Hong Kong or Macau SAR from the mainland and has the permanent residence of the SAR;
iii. A natural person goes to and resides in Taiwan region from Chinese mainland.
(3) The qualification of applicant for inheritance transfer
i. Foreign citizen;
ii. Permanent resident of Hong Kong, Macau SAR;
iii. Resident in Taiwan region.
3. Identity documents of the applicant
(1) The identity documents of the applicant for emigration transfer (paragraph 4 of article 8 of the Measures)
i. the applicant who is a Chinese citizen and has foreign permanent residence shall provide:
(i) Valid passport of the People’s Republic of China or other valid identity certificate such as the Alien Certificate issued by the
country of residence;
(ii) The abroad residence certificate of the applicant issued (authenticated) by China’s embassy abroad;
(iii) The Chinese resident registration cancellation certificate issued by public security authorities.
ii. The applicant who has foreign citizenship shall provide:
(i) The ID card of the country of residence of the applicant or other valid identity certificate (for example, passport);
(ii) The abroad residence certificate of the applicant authenticated by China’s embassy abroad;
(iii) The Chinese resident registration cancellation certificate issued by public security authorities.
iii. The applicant who is the resident of Hong Kong, Macau SAR shall provide:
(i) (Permanent) resident ID Card of Hong Kong, Macau SAR or other valid identity certificate;
(ii) Home-visiting certificate or the passport of SAR;
(iii) The inland resident registration cancellation certificate issued by public security authorities.
iv. The applicant who is a resident in Taiwan region shall provide:
(i) The resident ID Card of Taiwan region or other valid identity certificate for residing in Taiwan;
(ii) The laissez-passer of mainland resident commuting from mainland to Taiwan or other entry-exit certificate;
(iii) The mainland resident registration cancellation certificate issued by pubic security authorities.
(2) The identity documents of the applicant for inheritance transfer (paragraph 3 of article 9 of the Measure)
i. The applicant who is a foreign citizen shall provide:
(i) The foreign passport or other certificate document held by the applicant that can testify his nationality;
(ii) The resident ID card of the country of residence of the applicant or other valid identity certificate;
(iii) The residence certification of the applicant for that country authenticated by China’s embassy abroad;
ii. The applicant who is the resident of Hong Kong, Macau SAR shall provide:
(i) (Permanent) Residence Card of Hong Kong, Macau SAR or other valid identity certificate;
(ii) Home-visiting certificate or the passport of SAR;
iii. The applicant who is a resident in Taiwan region shall provide:
(i) The resident ID Card of Taiwan region or other valid identity certificate for residing in Taiwan;
(ii) The laissez-passer of mainland resident commuting from mainland to Taiwan or other entry-exit certificate;
4. Related applying material
(1) The applying material for emigration transfer (Article 8 of the Measure, operation procedure 1)
The applicant shall submit application material to the foreign exchange authorities subject to following format and contents:
i. Written application. Including: Basic information introduction of the applicant, the reason to the application for emigration transfer,
the property or income source and a detailed account of the realization, etc.;
ii. The Information Table of the Applicant for Emigration Property Transfer Abroad with the signature of the applicant (see attached
table1);
iii. The Application Table for Exchange Business in Transferring Abroad Individual Property with the signature of the applicant or
his agent (see attached table 2)
iv. The identity document of the applicant (to provide in accordance with Article 3 of this Directions)
v. The certificate of income source and other property rights certificates;
The certificate of income source and other property rights certificates referred to in this paragraph include:
(i) The income source certificate shall be provided with respect to the individual salary and rewards (including salary and stipend,
income from author’s remuneration, income from remuneration for personal service).
(ii) With respect to the business income (including income derived from production and business operation and income from contracted
or leased operation of enterprises and institutions by private owner, individual shareholder of enterprises, individual industrial
and commercial households), the declaration table, equity certificate or contracting, leasing contract or agreement and other material
attesting the income source such as financial statements of enterprises, the distribution decisions of the director board of enterprises
shall be provided.
(iii) With respect to capital income and the realization (including income derived from interest, dividend, bonus, property leasing,
property transfer and franchising), the deposit certificate, the record in opening stock or bond account and the transaction thereof,
the contract or agreement to property leasing, transfer, franchising, the property right certificate of house, the real estate sale
& purchase agreement or the dismantle and removal compensation agreement shall be provided.
(iv) With respect to contingent income (including legal income from welfare lottery, sport lottery, etc) and other property and income,
the proof of actual transaction record shall be provided.
vi. Relevant tax documents or tax payment receipts shall be submitted in accordance with relevant provisions of the State Administration
of Taxation.
vii. Agency authorization agreement and the identity documents of the agent shall be provided if the formalities are handled by authorized
agent.
The identity document of the agent referred to in this paragraph is the ID card or other valid identity document if the agent is a
resident within the territory; or if the agent is a foreign citizen or a Chinese citizen who resides abroad, the identity document
of the agent authenticated or issued by abroad Chinese embassy is required to be submitted.
The property rights document mentioned above such as the property right certificate of house, the real estate sale & purchase
agreement or the dismantle and removal compensation agreement, the contract or agreement to contract, lease property, property transfer
contract or agreement, franchising contract or agreement shall be notarized and the authorization agreement and the identity document
of the agent shall be notarized.
(2) The applying material for emigration transfer (Article 9 of the Measure, operation procedure 1)
i. Written application. Including: an introduction of the general information of the applicant, the relation between the applicant
and the predecessor, the reason to the application for inheritance transfer, the property source of the predecessor and a detailed
account of the realization, etc.;
ii. The Information Table of the Applicant for Emigration Property Transfer Abroad with the signature of the applicant (see attached
table1);
iii. The identity certificate of the applicant (to provide in accordance with Article 3 of this Directions);
iv. The document proving that the applicant inherits the property;
v. The proof document of the right of the inherited property;
The property right referred to in this paragraph means the primary status of the property inherited by the applicant; related proof
document of property rights include:
(i) With respect to real property (such as house), the post_title deed of house, the sale & purchase agreement for real estate or the
dismantle and removal compensation agreement etc. shall be provided;
(ii) With respect to chattel (such as vehicles), the ownership certificate such as vehicle registration shall be provided;
(iii) With regard to financial assets (savings, stocks and bonds etc.), savings proof, opening account and trading records of stocks
and bonds, and equity certificate etc. shall be provided;
(iv) With regard to other assets, proof of the property ownership by inheritance shall be provided.
vi. Relevant tax document or tax payment receipt shall be submitted in accordance with relevant provisions of the State Administration
of Taxation.
vii. Agency authorization agreement and the identity document of the agent shall be provided if the formalities are handled by authorized
agent.

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE CREDIT CARD PRESCRIBED IN THE CRIMINAL LAW

Interpretation by the Standing Committee of the National People’s Congress Regarding the Credit Card Prescribed in the Criminal Law of the People’s Republic of China



	(Adopted at the 13th Meeting of the Standing Committee of the Tenth National People’s Congress on December 29, 2004) In light of the problems encountered in judicial practice, the Standing Committee of the National People’s Congress has discussed the implication of “the credit card” prescribed in the Criminal Law and gives the interpretation as follows: “The credit card” prescribed in the Criminal Law refers to the electronic payment card that is issued by commercial banks or other financial institutions and that performs the full or part of the functions of payment for consumption, credit loan, transference and settlement, cash deposit and withdrawal, etc. The Interpretation is hereby announced.

ANNOUNCEMENT OF OPEN MARKET BUSINESS

Announcement of Open Market Business

[2004] No.1

For the purpose of supporting the demand for payment fluidity of commercial banks before the festival, the People’s Bank of China
determined to carry out exclusive operation of reverse repurchase in the American mode of interest rate bidding toward 43 primary
dealers on this Friday (January 16). The bidding volume is 40 billion Yuan, the duration is 14 days, the method of liquidation is
T+0, and the time of bidding is at 110-120 am, January 16.

The Operating Office of the Open Market Business of the People’s Bank of China

January 16, 2004

The Operating Office of the Open Market Business of the People’s Bank of China
2004-01-16

SOME OPINIONS OF THE STATE COUNCIL ON PROMOTING THE REFORM, OPENING AND STEADY GROWTH OF CAPITAL MARKETS

State Council

Some Opinions of the State Council on Promoting the Reform, Opening and Steady Growth of Capital Markets

GuoFa [2004] No. 3

January 31st, 2004

The people’s governments of all provinces, autonomous regions, and municipalities directly under the Central Government, all ministries
and commissions of the State Council, and all agencies under the direct control of the State Council:

As of the distribution of the Notice of the State Council on Further Enhancing the Macro-control of the Securities Market (GuoFa [1992]
No. 68), China’s capital markets have embraced rapid growth and rapid stunning achievements. With scale-forming on a preliminary
basis, continuous improvement of the market infrastructure, gradual perfection of the legal system, and further upgrading of market
standardization, China’s capital markets have become an important component part of the socialist market economy by contributing
greatly to the reform and development of state-owned enterprises and the financial market, to the optimization of resources allocation
and to the promotion of economic restructuring and growth. With a view to carrying out the spirit of the 16th CPC National Congress
and the 3rd Plenary Session of the 16th CPC Central Committee and vigorously promoting the reform, opening and steady growth of capital
markets around the strategic goal of building a well-off society in an all-round way, the opinions are hereby put forward as follows:

Fully Understanding the Importance of Developing Capital Markets

Developing capital markets is a task of strategic importance linked to the fulfilling of the strategic goal of quadrupling China’s
GDP within the first two decades of this century. First, it will facilitate the improvement of the socialist market economy, bring
into fuller play the role of capital markets in optimizing resources allocation, and effectively turn social capital into long-term
investment. Second, it will facilitate the restructuring and strategic transformation of the state-owned sector of the economy and
accelerate the development of the non-state-owned sectors. Third, it will facilitate the increase of the ratio of direct financing,
improve the structure and efficiency of the financial market, and maintain financial security.

China’s financial markets have been developing step by step with the course of economic restructuring. Due to the lack of coordination
during the primary stage of the restructuring as well as flaws in the system design, there remain with the capital markets some underlying
problems and structural conflicts, which have hampered the way in which market functions could be brought into effective play. These
problems arise from, thus must be solved through, the development of capital markets. The 16th CPC National Congress has put forward
the strategic goal of building a well-off society in an all-round way; the 3rd Plenary Session of the 16th CPC Central Committee
has adopted the Decision of the Central Committee of the Communist Party of China on Some Issues concerning the Improvement of the
Socialist Market Economy, which has set plans for developing capital markets and clarified the orientation towards the reform, opening
and steady growth of such markets. We should, by having a correct understanding of the current situation, seizing opportunities and
changing our mentality, vigorously develop capital markets, increase the ratio of direct financing, create and cultivate a sound
investment environment, bring into full play the role of capital markets in promoting capital formation, optimizing resources allocation,
propelling economic restructuring, improving corporate governance, etc., in an effort to make new contributions to the sustained,
coordinated and healthy development of the national economy in a fast speed and the building of a well-off society in an all-round
way.

II.

The Guidelines for and Tasks of Promoting the Reform, Opening and Steady Growth of Capital Markets

The guidelines for promoting the reform, opening and steady growth of capital markets are: taking Deng Xiaoping Theory and the important
thought of the “Three Represents” as our guidance, fully implementing the spirit of the 16th CPC National Congress and the 3rd Plenary
Session of the 16th CPC Central Committee, following the principle of openness, fairness and impartiality and the policy of the rule
of law, supervision, self-discipline and standardization, upholding the serving of the overall situation of the national economy
and its coordinated development, upholding the rule of law in the regulation of markets, and the protection of the lawful rights
and interests of investors or individual investors in particular, upholding the unleashing of market forces in capital markets and
the optimal play of the role of market, upholding the coordination of the momentum of reform, the speed of development and the sustainability
of the general public, and the correct handling of relations among reform, development and stability, upholding the development-based
solution of problems cropping up on our way forward and the correct handling of relations between development of capital markets
and prevention of market risks, and upholding the principle of progressiveness and the continuous upgrading of opening to the outside
world.

The tasks of promoting reform, opening and steady growth of capital markets are: building transparent and efficient capital markets
featuring a rational structure, a sound mechanism, perfect functions and safe operations while aiming at the expansion of direct
financing, improvement of the modern market system and the fuller play of the basic role of market in resources allocation. To fulfill
such goals, we must establish an efficient capital markets system in helping enterprises of various types raise funds and in satisfying
diverse investment needs. We must improve the market-oriented products innovation system and form a products structure of capital
markets by giving due consideration to both price discovery and risk management and by coordinating stocks financing and bonds financing.
We must cultivate a whole set of listed companies and market intermediaries featuring good faith, standardized operation and a sound
governance mechanism, and strengthen the mechanism for restraint of market players and survival of the fittest. We must improve the
market supervision and administration system featuring clearly defined duties and responsibilities, effective control of risks and
good coordination and cooperation, in a way to best protect the lawful rights and interests of investors.

III.

Further Improving the Relevant Policies and Promoting the Steady Growth of Capital Markets

Appropriate policy guidance and support are a must for the steady growth of capital markets. All departments must further improve
the relevant policies in an effort to create a sound environment for the steady growth of capital markets.

The approval system for the issuance and listing of securities must be improved. We should better the mechanism under which quality
enterprises of all types can utilize capital markets on an equal footing, thus improving the efficiency for resources allocation.

Investment returns on capital markets must be highlighted. We should take effective measures to reverse the situation in which some
listed companies focus excessively on listing and fund raising while paying inadequate attention to restructuring and investment
returns, improve the overall quality of listed companies and offer investors chances of sharing the benefits of economic growth and
increasing their wealth.

Qualified capital is encouraged to go to the market. Continuing efforts will be given to the development of securities investment
funds. We should support the multi-form direct investment of insurance funds on capital markets and gradually increase the ratios
of social security funds, enterprises supplementary pension funds, commercial insurance funds, etc. involved in capital markets.
We should cultivate a group of faithful, law-abiding and professional institutional investors, and see to it that institutional investors
mainly composed of fund management companies and insurance companies are to become the major forces on capital markets.

Financing channels of securities companies must be expanded. Continuing support will be given to the qualified companies’ efforts
in raising long-term funds through public offering of shares and bonds. We should improve the administrative measures for pledged
borrowing of securities companies as well as their entry into the inter-bank market, and formulate the review and approval standards
for acquisition and merger of securities companies as well as loans for securities underwriting. We should, on the basis of improving
the mechanism for risk control, create favorable conditions for securities companies to use loans and raise funds. Experiments will
be steadily conducted on the financing of fund management companies.

The issue of equity separation must be settled in a positive and reliable manner. We should regulate the transfer of untradeable shares
of listed companies so as to prevent the loss of state-owned assets. While steadily making tradeable the presently untradeable shares
of listed companies, we should respect the law of market, maintain the stability and growth of the market, and effectively protect
the lawful rights and interests of investors or individual investors in particular.

The tax policies towards capital markets must be refined. Tax policies shall be worked out that can encourage individuals to invest,
and improve the administrative measures for the collection of circulation tax and income tax on securities and futures companies.
Concentrated collection and administration of income tax will be adopted for qualified securities and futures companies.

IV.

Improving the System of Capital Markets and Diversifying Securities Products

A multi-layer stock market system must be established. We should, on the basis of coordinating the rational layout and the function
fixing of capital markets, gradually establish a multi-layer stock market system which can satisfy the financing needs of different
types of enterprises. We should work out the corresponding conditions for issuance and listing of securities, and establish the supporting
company selection mechanism. We should continue to regulate and develop the main board market and gradually improve the structure
of listed companies thereon. We should propel the construction of the start-up board market in steps, improve the mechanism of venture
capital investment, and expand the financing channels of small and medium-sized enterprises. The stock transfer system under unified
supervision and administration will be positively explored and improved.

The bonds market must be developed in a positive and reliable manner. We should, on the basis of tightening risk control, encourage
qualified enterprises to raise funds through the issuance of corporate bonds. We should reverse the sluggish growth of bonds financing
and diversify products on the securities market, in a way to promote the coordinated development of capital markets. We should adopt
and improve the regulations and rules concerning the issuance, trading, information disclosure, credit rating, etc. of corporate
bonds, and establish and perfect the secured loan repayment mechanism including assets mortgage and credit guarantee. We should gradually
establish a networked bonds market which is under concentrated supervision and administration.

The futures market must be developed in a reliable manner. We should, on the basis of tightening risk control, gradually introduce
commodity futures products which carry functions of price discovery and hedging for manufacturers and consumers of bulk commodities.

The market-oriented products innovation mechanism must be established. We should research and develop stocks and bonds-related new
products as well as the derivative products thereof. We should make greater efforts in developing low-risk securities products with
fixed returns and provide investors with deposit-replacing securities products. Securitized assets products will be positively explored
and developed.

Further Upgrading the Quality of Listed Companies and Promoting the Standardized Operation of Listed Companies

The quality of listed companies must be upgraded. The quality of listed companies is the source of value for securities market investment.
Board directors and senior managing personnel should take the optimization of stockholders’ interests and sustained improvement of
profitability as the starting line and standpoint for their work. Further efforts should be made to improve the administrative system
for stock issuance, promote the recommendation system for issuance and listing of securities, support companies with strong competitiveness,
standardized operation and good returns to go public, therefore upgrading the quality of listed companies at root. Listed companies
will be encouraged to conduct merger, acquisition and restructuring which are guided by market forces and can facilitate the sustained
corporate development. While further refining refinancing policies, we should encourage listed companies of excellence to utilize
capital markets in accelerating development and growing stronger.

The operation of listed companies must be standardized. We should improve the structure of corporate governance of listed companies,
and by following the requirements of the modern corporate system, form a check and balance mechanism among the power organ, the decision-making
organ, the supervisory organ and corporate managers. Board directors and senior managing personnel are urged to demonstrate greater
integrity during further improvement of the system of independent directors. We should regulate the acts of controlling shareholders
and prosecute those committing acts to damage the interests of listed companies or those of small and medium-sized shareholders.
We should burden listed companies and other entities liable for disclosing information with heavier responsibility for transparency,
so as to effectively ensure the authenticity, accuracy, integrity and timeliness of information disclosure. We should establish and
improve the incentives and restraint system for senior managing personnel of listed companies.

The market disqualification system must be improved. We should take effective measures to further improve the market disqualification
system in concert with the construction of the multi-layer market system. While ensuring the survival of the fittest among listed
companies, we should establish a mechanism for prosecuting the senior managing personnel of disqualified companies for dereliction
of duty, so as to effectively protect the lawful rights and interests of investors.

VI.

Promoting the Regulated Development of Intermediary Institutions on Capital Markets and Upgrading their Practicing Level

Securities and futures companies must be built into competitive modern financial enterprises. We should follow the principle of prudent
supervision and administration in improving the market admittance system for securities and futures companies. While urging such
companies to improve the structure of governance, we should regulate the acts of their shareholders and extract a higher level of
integrity from the directors’ board and managers. We should reform the administrative system for transaction settlement funds of
securities and futures clients, and study and improve the deposition and management mechanism for such funds. Unauthorized appropriation
of clients’ funds is strictly prohibited in a way to effectively protect the lawful rights and interests of investors. Securities
and futures companies shall improve the internal control mechanism and strengthen the unified control over their subsidiaries and
branches. While enhancing the risk monitoring index system with net capital as its core, we should urge securities and futures companies
to implement sound financial policies. Such companies are encouraged to grow stronger through merger, acquisition, restructuring
and optimized integration. The market disqualification system for securities and futures companies will be established and improved.

The administration of other intermediary institutions must be enhanced. We should regulate and develop securities and futures investment
consultancy institutions and securities credit rating institutions, enhance the administration of accounting firms, law firms and
assets assessment institutions, so that the professional services offered by intermediary institutions shall be upgraded.

VII.

Enhancing the Construction of Sound Legal and Credit Systems and Improving the Supervision and Administration of Capital Markets

The legal system for capital markets must be improved, and credit building enhanced. We should follow the overall planning for capital
markets development to improve the system of laws and regulations which can facilitate the steady growth of capital markets and the
protection of investors’ rights and interests. We should remove such administrative regulations, regional and departmental rules
and policy statements as impeding the market development, so as to create a sound legal environment for the growth of capital markets.
We should, in accordance with the requirements of improving the social credit system in the context of a modern market economy, formulate
the bona fide norms for capital markets, safeguard the bona fide order, and resolutely impose a ban of market access on institutions
and individuals in serious violation of laws and regulations or in serious loss of trustworthiness.

The rule of law in public administration must be propelled, and the supervision and administration of capital markets enhanced. We
should follow the requirements of deepening the reform of the administrative approval system and implementing the Administrative
Licensing Law to improve the personal quality and law enforcement capacity of the law enforcement personnel. We should foster the
updated concepts of supervision and administration, establish and perfect the supervisory and administrative pattern in compatibility
with the specific stage of capital markets development, and improve methods and increase efficiency, of capital markets. We should
further consolidate the supervision and administration forces, integrate the relevant resources, and cultivate a contingent of administrative
and supervisory personnel who are politically and professionally qualified. We should, through effective market supervision and administration,
ensure the market to be fairer, more transparent and efficient, lower the systemic risk of the market, and safeguard the lawful rights
and interests of market participants.

The role of guild discipline and media supervision must be brought into full play. We should give space to self-regulation through
securities and futures exchanges, registration and clearing companies, securities and futures associations, and guilds of law firms,
accounting firms, assets assessment institutions, etc., and guide and enhance the news media’s reporting and supervision of the securities
and futures market.

VIII.

Enhancing Coordination and Co-operation and Preventing and Defusing Market Risks

A sound environment for capital markets development must be created. Prevention of risks on capital markets bears on the financial
security of the nation and the healthy growth of the national economy. All localities and departments should care for and support
the regulated development of capital markets, take into full consideration the sensitivity, complexity and uniqueness of capital
markets during the formulation of capital markets-related policies and measures, and establish a coordination and co-operation mechanism
featuring sharing of information, easy communication and specified duties and responsibilities, so as to create a sound environment
and conditions for the steady growth of the market.

Market risks must be prevented and defused with common efforts. All localities and departments shall earnestly perform duties and
responsibilities specified in the relevant laws and regulations such as the Company Law, and take effective measures to prevent and
rectify in good time acts such as feigned capital contribution by initiators and encroachment on assets of listed companies by major
shareholders or de facto controllers. All localities and the administrative departments concerned shall enhance the administration
of companies disqualified from the market, and ensure the disqualification process to be smooth. For those securities and futures
companies that involve major operation risks and thus must withdraw from capital markets or are subject to other administrative disposal
measures, the local people’s governments, the financial regulatory departments and the departments of public security, justice, etc.
shall enhance coordination and co-operation, follow the laws, regulations and the relevant policies and take positive and effective
measures to do a good job on risk disposal. All localities and departments shall establish a quick reaction mechanism against capital
markets emergencies as well as a long-term mechanism for preventing and defusing risks.

Illegal acts on securities and futures markets shall be subject to harsh crackdown. All localities shall implement the State Council’s
guidelines concerning rectification and regulation of the market economic order, and strictly prohibit under their jurisdiction illegal
issuance of securities, illegal establishment of business institutions on securities and futures, illegal proxy of securities and
futures trading, illegal or disguised establishment of securities and futures exchanges, and other illegal acts connected with securities
and futures. The government departments in charge of finance, public security, audit, industry and commerce, etc. and the institutions
for the supervision and administration of state-owned assets should enhance coordination and co-operation in their efforts to sharpen
the crackdown and maintain the order of capital markets.

IX.

Earnestly Summing Up Experiences and Promoting Opening in a Positive and Reliable Manner

China will strictly carry out the commitments it has made on opening the sector of securities services during its accession to the
World Trade Organization (WTO). Qualified foreign securities institutions are encouraged to hold shares of securities companies and
fund management companies. The system of qualified foreign institutional investors will continue to be trial-operated.

Foreign capital markets should be vigorously utilized. Qualified domestic enterprises are encouraged to issue securities and get listed
overseas by following the law of market and international common practice. Qualified domestic institutions and personnel are encouraged
to conduct capital markets investment-related services and futures hedging overseas. The system of qualified domestic institutional
investors will be earnestly studied.

Exchange and cooperation should be enhanced. We should implement the Closer Economic Partnership Arrangement with Hong Kong and Macao
and further enhance ties and cooperation with the relevant international organizations and foreign securities regulatory agencies.

Developing capital markets is an important decision made by the CPC Central Committee and the State Council from an overall and strategic
perspective. All localities and departments must pay sufficient attention to capital markets development, foster concepts by having
the overall situation in view, fully understand the importance of such development, enhance confidence, seize opportunities, make
innovations in a pioneering spirit, work together to create conditions for developing capital markets, vigorously promote their reform,
opening and steady growth, and contribute to the great goal of building a well-off society in an all-round way.

State Council
2004-01-31

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE ADMINISTRATION ON COMMISSION SALE OF FOREIGN CURRENCY TRAVELERS CHECK

State Administration of Foreign Exchange

Notice of the State Administration of Foreign Exchange on Relevant Issues concerning the Administration on Commission Sale of Foreign
Currency Travelers Check

HuiFa [2004] No.15

March 1st, 2004

The branches and departments of foreign exchange administration of the State Administration of Foreign Exchange of all provinces,
autonomous regions, and municipalities directly under the Central Government, the branches of Shenzhen, Dalian, Qingdao, Xiamen,
and Ningbo, and all the Chinese-funded designated foreign exchange banks:

With a view to strengthening supervision over the flowing of foreign currency, and regulating the administration on foreign currency
travelers check, and in accordance with the “Provisions on the Management of Settlement, Sales and Payment of Foreign Exchange” (HuiFa
[1996] No.210), the Interim Measures for the Administration on Carrying Foreign Currency Cash to Enter and Exit the Territory (HuiFa
[2003] No.102), and the relevant provisions, we hereby make the following notice on the relevant issues concerning the commission
sale of foreign currency travelers check.

The term “foreign currency travelers check” as mentioned in this Notice refers to the note, which is sold on commission basis by domestic
commercial banks (hereinafter referred to as the “banks”), and printed by overseas banks or special financial institutions, with
the issuing institution as the final payer and with the convertible currency as the price calculation and settlement currency as
well as with fixed denomination.

II.

The objects to whom the foreign currency travelers check is commissioned to sell, may be the domestic institutions, foreign institutions
within the territory of China, or domestic resident individuals or non-resident individuals.

III.

The term “non-resident individuals” as mentioned in this Notice shall refer to foreign natural persons (including person without nationality),
Hong Kong, Macao, and Taiwan compatriots, and Chinese natural persons who hold the passport of the People’s Republic of China but
have obtained the right of permanent residence overseas.

IV.

The foreign currency travelers check sold by the banks on commission basis is limited in principle to overseas traveling, going on
a pilgrimage to sacred places, visiting or meeting relatives, overseas hospitalization, studying abroad and other foreign payment
under the non-trade item, and shall not be used for foreign payment under trade item or capital item.

When handling the business of commission sale of foreign currency travelers check, the banks shall make examination strictly in accordance
with the “Provisions on the Management of Settlement, Sales and Payment of Foreign Exchange” and the “Detailed Rules for the Implementation
of the Administration on Purchase of Foreign Exchange by Domestic Residents” (HuiFa [2002] No.68) and the Notice on Relevant Issues
concerning Regulation of Foreign Exchange Management on Non-resident Individuals (HuiFa [2004] No. 6) and the pertinent provisions,
and handle purchasing formalities for those meeting the requirements. No bank shall handle purchase formalities for those not meeting
the requirements.

VI.

A domestic institution or a foreign institution within the territory of China, applying for purchasing foreign currency travelers
check, shall buy it with the capital under the current foreign exchange account, foreign exchange capital account, and in other foreign
exchange accounts specifying that the money may be used for outlays under current account, or with the foreign exchange purchased
by using the capital of the Renminbi account. No foreign currency travelers check shall be purchased by using foreign currency cash
or Renminbi cash.

VII.

A domestic institution or a foreign institution within the territory of China shall, when purchasing foreign currency travelers check,
submit the following certification documents:

Application for purchase;

Official documents of approval for task of going abroad or passport with effective visa;

Budget form for fees for going abroad; and

THE MEASURES ON PUNISHMENT OF THE ILLEGAL ACTS OF THE LAWYERS AND LAW FIRMS

The Ministry of Justice

The Order of the Ministry of Justice of the People’s Republic of China

No.86

The Measures on Punishment of the Illegal Acts of the Lawyers and Law Firms, adopted at the executive meeting of the Ministry of Justice
of the People’s Republic of China on February 23, 2004, is Hereby promulgated and shall be implemented as of May 1, 2004. The Measures
on Punishment of the Illegal Acts of the Lawyers promulgated by the No.50 Order of the Ministry of Justice on January 31, 1997 are
repealed simultaneously.

Minister of the Ministry of Justice Zhang Fusen

March 19, 2004

The Measures on Punishment of the Illegal Acts of the Lawyers and Law Firms

Article 1

These measures are formulated in accordance with the laws and regulations such as the Law of the People’s Republic of China on Administrative
Penalty and the Law of the People’s Republic of China on Lawyers (hereinafter referred to as the Lawyer Law) and other relevant regulations
on the purpose of regulating the supervision and punishment of the illegal acts of the laws and law firms and promoting the development
of the lawyer profession.

Article 2

The judicial administration organ shall impose the administrative penalty on the illegal acts of the lawyers and law firms in accordance
with the relevant laws and regulations such as the Provisions of the Judicial Administration Organ on the Procedures of Administrative
Punishment and these measures.

Article 3

The judicial administration organ shall impose the administrative penalties on the lawyers and law firms on the principle of openness
and fairness.The imposition of administrative penalty shall be based on fact and corresponded with the facts, nature, circumstances
and harm to the society of the illegal acts.

Article 4

The judicial administrative organs shall make full use of the function of the lawyers associations when investigating and dealing
with the illegal acts of the lawyers and law firms.

Article 5

The administrative penalties on the illegal acts of the lawyers have the following kinds:

(1)

a disciplinary warning;

(2)

confiscating any illegal income;

(3)

cessation of practice;

(4)

revoking the practice certificate.

Article 6

The administrative penalties on the illegal acts of the law firms have the following kinds:

(1)

a disciplinary warning;

(2)

confiscating any illegal income;

(3)

cessation of practice;

(4)

revoking the practice certificate.Those which shall confiscate any illegal income may also impose a fine of no less than one and no
more than five times the amount of the illegal income.

Article 7

A lawyer who commits an act in violation of the provisions of Paragraph (1) to (10) of Article 44 and Article 45 of the Lawyer Law
shall be punished according to the Lawyer Law and these measures.

Article 8

If a lawyer commits any of the following acts, which belong to “other acts in respect of which penalties should be imposed” provided
in Paragraph 11 of Article 44 of the Lawyer Law, the judicial administration organ shall impose the corresponding penalty in accordance
with the Lawyer Law and these measures:

(1)

simultaneously practicing in a law firm and another legal service office;

(2)

simultaneously defending or representing a client and the third person conflicting with the client’s interests in the same case;

(3)

respectively defending or representing the clients whose interests are conflicted with each other in two or more than two cases that
have common interests;

(4)

while acting as a legal person for a unit, defending or representing the opposite party of the unit or other parties that have conflict
of interests with the unit.

(5)

making false promises to the client for the purpose of soliciting business;

(6)

publicizing dishonestly or improperly by the way of mass media, advertisement or other means.

(7)

fabricating and spreading false facts to impairing and slandering the reputation of other lawyers or law firms;

(8)

competing unethically by taking advantage of the relations with the judicial organs, administrative organs or other organizations
with the function of social administration.

(9)

discharging the duty unconscientiously so that causing loses to the client after accepting authorization.

(10)

failing to provide the agreed legal service to the client without good reason after accepting authorization.

(11)

overstepping the limits of authorization to engage in the activities that have nothing to do with the legal matter authorized by the
client.

(12)

impairing the interests of the client deliberately or colluding with the opposite party or the third person maliciously to impair
the interests of the client.

(13)

threatening or intimidating the client or detaining the materials provided by the client without good reason on the purpose of obstructing
the client to renounce authorization.

(14)

violating the provisions on the control of charges or agreement in the contract on charges to charge fees or things that are beyond
the provisions or agreement.

(15)

providing legal service in a capacity of non-lawyer in the term of practice.

(16)

meeting with a judge, prosecutor, arbitrator or other relevant working personnel who undertakes the case, or meeting with a judge
, prosecutor, arbitrator or other relevant personnel unilaterally in violation with the provisions in the term of undertaking the
case.

(17)

for a lawyer who once served as a judge or prosecutor, acting as agent ad litem or defend client within two years after he left his
post, or acting agent ad litem or defend client in a case once undertaken by him when he was on the post.

(18)

taking along with non-lawyer personnel to meet a criminal suspect who is under detention, a defendant or a criminal under detention
in violation with the provisions, or violating the relevant administrative regulations in the term of meeting.

(19)

providing false evidences to the judicial administrative organs or lawyers associations, concealing important facts or having other
deceitful acts.

(20)

continuing to practice in the term of a penalty of cessation of practice, or continuing to practice in the name of the original law
firm while the law firm is on the sanction of suspending business for rectification or after the law firm has been cancelled.

(21)

having any other act of violating laws, professional ethics or ethics of a citizen and impairing the professional image of a lawyer
seriously.

Article 9

If a law firm has any of the following acts, the judicial administration organ of the province, autonomous region or municipality
shall issue a disciplinary warning, a penalty of confiscating any illegal income or suspending business for rectification for no
less than three months and no more than one year:

(1)

practicing in a name that hasn’t been examined, altering or leasing the name of the law firm without authorization.

(2)

failing to go through the registration for the change in the provided deadline when changing the contents of its name , articles of
association, residence, person responsible for the law firm, partner, residence, partnership agreement and so on.

(3)

obstructing the partner, cooperative person or lawyer to retire by unethical acts.

(4)

admitting a person who doesn’t meet the provided conditions to be a partner, cooperative person or the person responsible for the
law firm.

(5)

failing to centrally accept authorization, sign written authorization contracts and the contracts on charges, collect the fee items
from the parties in violation with the provisions, or failing to centrally take care of and use special-purpose documents, financial
bills or business archives in violation with the law.

(6)

failing to draw up lawful bills of the lawyers’ legal service or failing to submit effective vouchers of the expenses on practicing
the cases.

(7)

violating the provisions on the control of charges of legal services or agreement in the contract on charges to extend the limits
on fees, raise the fee standard, or charge fees that are beyond the provisions or agreement.

(8)

establishing a working placean antechamber or a branch office without permission.

(9)

when engaging a lawyer or other working staff, failing to sign an engagement contracts with the person to be engaged, or failing to
handle social pool insurance.

(10)

maliciously escaping the debts of the law firm or its branch office.

(11)

publicizing dishonestly or improperly by the way of mass media, advertisement or other means.

(12)

soliciting business by unfair means such as paying middleman’s fees, giving discounts or interests promises.

(13)

competing unethically by taking advantage of the relations with the judicial organs, administrative organs or other organizations
with the function of social administration.

(14)

fabricating and spreading false facts to impairing and slandering the reputation of other lawyers or law firms.

(15)

appointing the lawyers of the law firm to defend or represent both parties or the clients whose interests are conflicted with each
other, with the exception of the only law firm in the same county(city) which has been approved by both parties.

(16)

divulging commercial secrets or private affairs of a party concerned.

(17)

providing false evidences to the judicial administrative organs or lawyers associations, concealing important facts or having other
deceitful acts.

(18)

permitting or tacitly permitting the law firm’s lawyer that is in the term of cessation of practice to continue practicing.

(19)

providing facilities for the illegal practice of a person who has not obtained a lawyer’s practice certificate or a lawyer belonging
to other law firm by the means of drawing up or providing letters of introduction, special documents of lawyer’s service, receipts
on payment and so on.

(20)

printing lawyer’s cardsign or drawing up other relevant identity certificates of the lawyers, or failing to stop the above-mentioned
acts of the persons in the law firm.

(21)

permitting or tacitly permitting the law firm’s lawyer to purchase commodities, pay the fees of traveling, submit expenses, fit up
houseor provide means of traffic and communication.

(22)

failing to pay duties on the laws.

(23)

other acts in respect of which penalties should be imposed.

Article 10

If a law firm has any of the following circumstances, the judicial administrative organ of the province, autonomous region or municipality
shall issue a sanction of revocation of its practicing certificate; any illegal income shall be confiscated; and may also impose
a fine:

(1)

refusing to correct after being imposed a sanction of suspending business for rectification, or continuing to practice in the term
of suspending business for rectification.

(2)

bribing to a judge, prosecutor, arbitrator or other relevant personnel.

(3)

having been subjected to criminal punishment.

(4)

having other illegal acts that seriously impaired the professional image of a lawyer.

Article 11

If the judicial administrative organ finds or receives a complaint that a lawyer or law firm has any illegal act provided in the Lawyer
Law and these measures, it shall place on file for investigationcomprehensively, objectively and justly ascertaining the facts
and collecting evidences. The lawyer or law firm investigated shall state the facts accurately and provide the relevant materials.

Article 12

The judicial administrative organ may authorize lawyers associations to investigate the illegal acts of the lawyers and the law firms.The
authorized lawyers association shall comprehensively, objectively, justly ascertain the facts and collect evidences, and give advices
to the administrative penalties imposed by the judicial administrative organs.

Article 13

The judicial administrative organ shall inform the lawyer or law firm the ascertained facts, the reason and basis for the penalty,
and the lawful rights of the party before imposing an administrative penalty. For those informed orally, it shall make a written
record. The lawyer or law firm has the right to state and argue his case, and has the right to apply for hearing according the laws.The
lawyer or law firm that doesn’t accept the decision on the administrative penalty rendered by the judicial administration organ has
the right to apply for reconsideration or instituting administrative proceedings according the laws.

Article 14

If a lawyers association finds those circumstances which shall impose an administrative penalty according to the provisions in the
Lawyer Law and these measures when investigating and treating the acts of the lawyers or law firms violating lawyers’ ethics and
practicing disciplines, it shall submit them to the judicial administrative organ which has right for jurisdiction.

Article 15

If the judicial administrative organ or lawyers association considers the acts of the lawyers or law firms constituting a crime when
investigating and treating the illegal acts of them, it shall transfer them to the relevant organs to investigate them for criminal
liability.

Article 16

The Ministry of Justice is responsible for the interpretation of these measures.

Article 17

These measures shall be come into force as of May 1, 2004. The Measures on Punishment of the Illegal Acts of the Lawyers promulgated
by the Ministry of Justice on January 31, 1997 are repealed simultaneously.

The Ministry of Justice
2004-03-19

CIRCULAR OF THE MINISTRY OF CONSTRUCTION ON PRINTING AND DISTRIBUTING THE INTERIM PROVISIONS OF CONSTRUCTION PROJECT DESIGN OF FOREIGN ENTERPRISES WITHIN THE TERRITORY OF THE PEOPLE’S REPUBLIC OF CHINA

The Ministry of Construction

Circular of the Ministry of Construction on printing and distributing the Interim Provisions of Construction Project Design of Foreign
Enterprises within the Territory of the People’s Republic of China

JianShi [2004] No. 78

May 10, 2004

Construction departments of all provinces and autonomous regions, construction commissions of municipalities directly under the Central
Government (Beijing Municipal Commission of Urban Planning), construction departments of relevant ministries under the State Council,
relevant enterprises under the State-Owned Assets Supervision and Administration Commission of the State Council, Project Administration
of PLA General Logistics Capital Barracks Department, the Construction Bureaus of Xinjiang Production and Construction Corporation:

The Interim Provisions of Construction Project Design of Foreign Enterprises in the Territory of the People’s Republic of China are
hereby printed and distributed to you. Please comply with and implement them.

Annex: Interim Provisions of Construction Project Design of Foreign Enterprises within the Territory of the People’s Republic of China

Annex:Interim Provisions of Construction Project Design of Foreign Enterprises within the Territory of the People’s Republic of China

Article 1

These Provisions are enacted in accordance with the Construction Law of the People’s Republic of China, the Regulation on the Administration
of the Survey and Design of Construction Projects, the Regulation on the Quality Administration of Construction Projects, the Measures
for Survey and Design Bidding of Construction Projects, other laws, regulations and rules with a view to regulate the management
of foreign enterprises undertaking construction project design activities within the territory of the People’s Republic of China.

Article 2

The term “foreign enterprises” in these Provisions refers to the enterprises that are registered out of the territory of the People’s
Republic of China and are engaged in construction project design.

Article 3

Foreign enterprises that offer services of drawing up initial designs of construction projects (basic design), construction drawing
design (detailed design) and other relevant designs within the territory of the People’s Republic of China in forms of trans-border
payment shall abide by the Provisions.

The Provisions do not apply to designs before initial designs of construction projects (basic design).

Article 4

Foreign enterprises to assume construction project designs within the territory of the People’s Republic of China shall select at
least one Chinese designing enterprise with construction project design qualification endorsed by construction administrations (hereinafter
referred to as Chinese designing enterprise) for cooperative design between foreign and Chinese enterprises (hereinafter referred
to as cooperative design), and undertake designing business within the business scope of the selected Chinese designing enterprise(s).

Article 5

Construction designing contracts of cooperative designing project shall be signed by Chinese designing enterprises or jointly signed
by both Chinese and foreign designing enterprises of the cooperative design with construction entities. The contracts shall clearly
stipulate the rights and obligations of each party. Construction designing contracts shall be written in Chinese version.

Article 6

Construction entities shall conduct qualification examination for foreign enterprises in advance and only those that meet the qualifications
can participate in cooperative design.

Article 7

Whilst examining designing qualification of foreign enterprises, construction units have the right to require foreign enterprises
to offer the following valid certification materials that can meet the needs of construction projects. The certification materials
shall include Chinese version and the version in official language of the country where the foreign enterprises are located.

(1)

Business registration certifications approved and issued by governmental administrations of the countries where the enterprises are
located;

(2)

Creditability certifications and enterprise insurance certifications issued by financial institutions of the countries where the enterprises
are located;

(3)

Certifications for Construction design achievements of the enterprises issued by governmental administrations or relevant trade organizations
and notary institution of the countries where the enterprises are located;

(4)

Designing permission certifications issued by governmental administrations or relevant trade organizations of the countries where
the enterprises are located;

(5)

ISO9000 series quality standard certificate issued by international organization;

(6)

Resume, identification certificates, education certificates of the highest level and employment registration certifications of all
technological participants of the Chinese project;

(7)

Letter of intent of cooperative design with Chinese enterprises; and

(8)

Other relevant materials.

Article 8

Foreign enterprises shall sign cooperative design agreements to clearly stipulate the rights and obligations of each party in accordance
with Chinese relevant laws and regulations with the selected Chinese designing enterprises.

Cooperative design agreements shall cover:

(1)

Enterprise names, registration locations and the names, nationalities, identification registration number, address and contact methods
of the legal persons of each party of the cooperative project;

(2)

The names, location and scales of the cooperative project;

(3)

Cooperative scope, time limit and methods and requirements of designing content, depth, quality and progress;

(4)

The division of designing tasks, rights and obligation of each party;

(5)

Fee makeup, distribution and tax payment obligation;

(6)

Responsibilities of agreement violation and dispute settlements;

(7)

Conditions for agreement effective and agreement date and place; and

(8)

Other issues agreed by each party.

Article 9

Construction design contracts (duplicate), cooperative design agreement (duplicate) and materials listed in Article 7 of the Regulations
(copies) shall be submitted to construction administrations of provincial level for the archival purpose.

Article 10

Foreign design enterprises shall undertake construction project designs in accordance with compulsory norms of project construction
and working rules of construction design files issued by the Chinese Government.

Article 5 of Supervision Rules of Project Construction Compulsory Norms Implementation (Decree No 81 of Ministry of Construction)
shall prevail when there are no corresponding compulsory norms.

Article 11

In accordance with Construction Law of the People’s Republic of China, Urban Planning Law of the People’s Republic of China and other
relevant laws, cooperative designing files that must be submitted to relevant departments of Chinese Government shall meet the following
requirements:

(1)

The files shall have Chinese version;

(2)

The files shall conform to relevant rules of construction design;

(3)

The files shall adopt China’s official measurement units;

(4)

Enterprises names of each party and construction names shall be listed on the cover of initial design (basic design) files, and the
first page shall include enterprise names and legal persons, major technologists of each party and the person in charge of the project
and their seals;

(5)

The drawings of construction drawing design (detailed design) files shall include enterprise names of each party of the cooperative
design and signatures of project designers. Other affairs shall be performed in accordance with China’s relevant drawing rules of
construction design files; and

(6)

Initial design (basic design) files and construction drawing design (detailed design) can be validated only after being examined,
signed and sealed by China’s registered architects, registered engineers and persons who have obtained registered employment qualifications
and Chinese enterprises’ official seals shall be included.

When there is no project design registration employment system in some certain specialties, the documents shall be valid after examination
and signing-in these documents by technologists in charge of Chinese side and Chinese enterprises’ official seals shall be included.

Article 12

Foreign design enterprises that undertake construction project design within Chinese territory shall be paid in accordance with China’s
designing fee standards and shall pay tax according to relevant laws to Chinese Government.

When design files offered by foreign enterprises that need examinations and confirmation from Chinese design enterprises in light
with China’s norms and rules, relevant fees shall be paid through negotiation in accordance with international practices or real
workload.

Article 13

Designing organizations from Hong Kong, Macao Special Administrative Region and Taiwan region shall refer to the Provisions.

Article 14

Foreign enterprises in violation with the Provisions shall be imposed a punishment by Chinese Government in accordance with relevant
laws, regulations and rules. Their practices shall be publicized in relevant media and announce to governments and relevant industrial
organizations of the countries where the enterprises locate.

Article 15

Foreign enterprises are forbidden to participate in classified projects, disaster relief and rescue project and other projects that
Chinese Government have not promised to open to foreign countries.

Article 16

The Provisions shall be implemented 30 days as of the day of promulgation.

The Ministry of Construction
2004-05-10

THE NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON THE SALE AND PAYMENT OF FOREIGN EXCHANGE FOR NON-TRADE PURPOSES BY TRANSNATIONAL COMPANIES

State Administration of Foreign Exchange

The Notice of the State Administration of Foreign Exchange on the Sale and Payment of Foreign Exchange for Non-trade Purposes by Transnational
Companies

Hui Fa No.62 [2004]

June 29, 2004

The branches and foreign exchange administrative departments of the State Administration of Foreign Exchange of all provinces, autonomous
regions and municipalities directly under the Central Government, the branches of the State Administration of Foreign Exchange of
Shenzhen, Dalian, Qingdao, Xiamen and Ningbo, and all Chinese-funded designated foreign exchange banks:

In order to improve the environments of China for using foreign investment, perfect the administration on sale and payment of foreign
exchange for non-trade purposes of transnational companies and promote the sound development of foreign economy, the State Administration
of Foreign Exchange (SAFE) has made experiments for the reform of the administration on sale and payment of foreign exchange for
non-trade purposes by transnational companies in Shanghai, Beijing and Shenzhen in 2003. Upon the experience from the said experiments,
we hereby notice the issues relevant to the national administration on sale and payment of foreign exchange for non-trade purposes
of transnational corporations as follows:

The term transnational corporations as mentioned in the present Notice refers to an a corporation that concurrently comprises
of affiliated companies both at home and abroad and whose global or regional (including China) investment management functions are
exercised by one of its affiliated companies within China, including Chinese-funded holding corporation (namely Chinese-funded transnational
corporations) and foreign-funded holding corporation (namely foreign-funded transnational corporations).

The term affiliated companies of a transnational corporation as mentioned in the present Notice include affiliated companies both
at home and broad, of which the domestic affiliated companies involve:

(1)

a branch company established in China by a foreign-funded transnational corporation;

(2)

a foreign-funded enterprise in which a transnational corporation has a controlling share or an equity participation (the ratio of
equity participation shall not be lower than 25 percent, the same below);

(3)

a branch company established in China and relegated to be managed by the overseas head office or an affiliated company of a foreign-funded
transnational corporation;

(4)

a foreign-funded enterprise in which the overseas head office or an affiliated company of a foreign-funded transnational corporation
has a controlling share or an equity participation and whose management is relegated to it; and

(5)

a branch company established in China by a Chinese-funded transnational corporation or a company in which it has a controlling share
or an equity participation.

The overseas affiliated companies of a transnational corporation include:

(1)

the overseas head offices of foreign-funded transnational corporations;

(2)

the branch companies established outside China by the overseas head office of a foreign-funded transnational corporation and companies
in which it has a controlling share or an equity participation; and

(3)

the branch companies established outside of China by a Chinese-funded transnational corporation and companies in which it has a controlling
share or an equity participation.

If a transnational corporation and its affiliated companies in China that meet the conditions specified in this Notice needs to handle
the procedures for sale and payment of foreign exchange for non-trade purposes as provided for in this Notice, they shall, on the
strength of the following materials, apply to the local branches or foreign control departments (hereinafter referred to as foreign
exchange branch) of the State Administration of Foreign Exchange where they are located:

(1)

the application with the signature of its legal representative;

(2)

the approval document for the establishment of the company issued by the department of commerce, the business license and the original
of the foreign exchange registration certificate for the foreign-funded enterprise and their copies;

(3)

the list of its overseas affiliated companies; and

(4)

other materials as required by the foreign exchange branch.

Where they are found to meet the conditions upon examination by the local foreign exchange branches, the local foreign exchange branches
shall issue approval documents.

The transnational corporation and its domestic affiliated companies shall, when completing the procedures for sale and payment of
foreign exchange for non-trade purposes as provided for in this Notice, file an application to a designated foreign exchange bank
on the strength of the approval document issued by the foreign exchange branch and the relevant certification materials provided
for in this Notice, and the designated foreign exchange bank shall, upon authentic verification, handle the procedures for sale and
payment of foreign exchange for non-trade purposes.

The expenses advanced or apportioned between a Chinese-funded transnational corporation and its overseas affiliated companies shall
be paid abroad only by the domestic head office of the Chinese-funded transnational corporation, and any other domestic affiliated
company of the Chinese-funded transnational corporation shall not pay the advanced or apportioned expenses to any of its overseas
affiliated companies.

The salaries, benefits and allowances of the employees from foreign countries, Hong Kong, Macao or Taiwan or of the employees of the
P.R.C with the right of permanent residence overseas, advanced by an overseas affiliated company of a transnational corporation,
which should be paid by the transnational corporation or its domestic affiliated company, may be debited directly to its foreign
exchange account or paid after purchasing the foreign exchange from a designated foreign exchange bank on the strength of such certification
materials as the notices of overseas payment, such identity certificates as the passports of foreign employees, employment certificates
(including the employment certificates issued by the competent departments for social security or the specialists certificates
issued by the competent department for foreign affairs, the employment contracts and etc., the same below ), the bills of RMB incomes
and tax certificates.

The overseas commercial insurance premiums of foreign employees advanced by an overseas affiliated company of a transnational corporation,
which should be paid by the transnational corporation or its domestic affiliated company, may be debited directly to its foreign
exchange account or paid after purchasing the foreign exchange from a designated foreign exchange bank on the strength of such certification
materials as the notices of overseas payment, the passports or other identity certifications of foreign employees , employment certification,
overseas insurance policy (or the notices of payment issued by an overseas insurance company specifying the names of foreign employees)
and tax certificates.

The overseas social insurance premiums of foreign employees advanced by an overseas affiliated company of a transnational corporation,
which should be paid by the transnational corporation or its domestic affiliated company, may be debited directly to its foreign
exchange account or paid after purchasing the foreign exchange from a designated foreign exchange bank on the strength of such certification
materials as the notices of overseas payment, the passports and other identity certifications of foreign employees, employment certificates,
and the overseas legal documents related to social insurances.

Such expenses as the expenses for overseas business trips and overseas training fees of the employees of a transnational corporation
or its domestic affiliated companies advanced by one of its overseas affiliated company, which should be paid by the transnational
corporation or its domestic affiliated companies, may be debited directly to its foreign exchange account or after purchasing the
foreign exchange from a designated foreign exchange bank on the strength of the notices of overseas payment, employment certificates,
the relevant expenses documents and the materials proving that the employee have gone abroad for business trips or participated in
training.

Such management expenses as the fees for research and development, procurement expenses and marketing expenses apportioned by a transnational
corporation or its domestic affiliated companies, which should be paid by the transnational corporation or its domestic affiliated
companies, may be debited directly to its foreign exchange account or after purchasing the foreign exchange from a designated foreign
exchange bank on the strength of such certification materials as the apportioning agreements, the notices of overseas payment and
tax certificates.

10.

Other expenses, which should be apportioned by a transnational corporation or any of its domestic affiliated companies or have been
advanced by any of its overseas affiliated companies, to be paid abroad by it or its domestic affiliated companies thereof may be
debited directly to its foreign exchange account or paid after purchasing the foreign exchange from a designated foreign exchange
bank on the strength of such materials as the notices of overseas payment, the original documents of the relevant expenses and tax
certificates.

11.

The transnational corporation or any of its domestic affiliated companies may download the relevant contracts or agreements, the notices
of payment and etc., fix its seals on the same and go through the procedures for the sale and payment of foreign exchange for non-trade
purposes on the strength of the same.

12.

In case such identity certificates as the passports of foreign employees or the employment certificates provided for in Articles
6 and 7 or the employment certificates provided for in Article 8 hereof fail to be provided under special circumstances, they
may be replaced by the employee list issued and sealed by the transnational corporation or any of its domestic affiliated companies
that applies for the purchase and payment of foreign exchange, which shall contain such elements as the names, nationalities, salaries
or benefits treatment of foreign employees. Meanwhile, the transnational corporation or its domestic affiliated companies thereof
shall also guarantee the authenticity of the said list that it provides and the legality of foreign employees enumerated in the said
list, and state that it will bear the relevant legal liabilities.

13.

All foreign exchange branches shall submit the name list of the approved transnational corporations and the domestic affiliated companies
thereof to the SAFE in time for archival purpose.

14.

All transnational corporations and their domestic affiliated companies, which are found to be governed by this Circular upon examination
and approval shall complete the procedures for the purchase and payment of foreign exchange for non-trade purposes, shall be liable
for the authenticity of its affiliation with any of its overseas affiliated companies. If the affiliation terminates or changes,
they shall report it timely to the foreign exchange branch of the place where it is located, and the foreign exchange branch shall
report it to the SAFE.

15.

In case a transnational corporation or any of its domestic affiliated companies violates any provision of this Notice and commits
any act of falsifying an affiliation or making overdue reports or concealing the truth in reporting on the termination or change
of an affiliation, the foreign exchange branch shall have the power to disqualify the company that is governed by this Circular from
completing the procedure for the purchase and payment of foreign exchange for non-trade purposes, and impose corresponding punishment
upon it with reference to the provisions relating to foreign exchange control.

16.

Solely foreign-funded enterprise (in which the capital contribution made by foreign investors shall not be less than 25 percent),
which abides by the foreign exchange control provisions, commits no major acts in violation of foreign exchange control provisions
during the recent three years, has a sound financial standing, has a comparatively large volume of the receipt and payment in its
current account and exercises major influence on the locality, may, subject to the approval by the foreign exchange branch of the
place where it is located, also go through the formalities for sale and payment of foreign exchange for non-trade purposes with reference
to the provisions of this Notice.

All foreign exchange branches shall submit the name list of the said approved foreign-funded enterprises to the State Administration
of Foreign Exchange for archival purpose.

17.

Such items as definitely provided for in this Notice shall no longer be subject to the corresponding provisions of the Notice of the
State Administration of Foreign Exchange Regarding the Sale and Payment of Foreign Exchange in Non-trade Account That are not Definitely
Provided for in the Existing Regulations.

18.

The power to interpret this Notice shall be vested in the SAFE.

19.

This Notice shall come into force as of August 1st, 2004. The Notice of the State Administration of Foreign Exchange Regarding the
Administration on Sale and Payment of Foreign Exchange for Non-trade Purposes of Transnational corporations (for a Trial) (Hui Fa
No.87 [2003]) shall be repealed simultaneously.

After receiving this Notice, each branch shall, as soon as possible, transmit it to the sub-branches and foreign-funded banks within
its jurisdiction; each Chinese-funded designated foreign exchange bank shall, as soon as possible, transmit it to all branches. If
any question arises in implementing this Notice, please feed it back to the State Administration of Foreign Exchange in time.

State Administration of Foreign Exchange
2004-06-29

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE PROVISIONS ON THE FINANCIAL MANAGEMENT ISSUES RELATED TO THE CUSTODIAN BUSINESS OF FINANCIAL ASSET MANAGEMENT COMPANIES

THE CIRCULAR OF THE GENERAL OFFICE OF THE CBRC ON RELEVANT MATTERS CONCERNING STANDARDIZING THE OPERATION AND ADMINISTRATION OF THE SECURITIES BUSINESS OF TRUST AND INVESTMENT COMPANIES

CIRCULAR OF SAFE ON PRINTING AND DISTRIBUTING THE OPERATION DIRECTIONS (FOR TRIAL IMPLEMENTATION) OF THE INTERIM MEASURES FOR ADMINISTRATION OF SALES AND PAYMENTS OF EXCHANGE IN TRANSFERRING INDIVIDUAL PROPERTY ABROAD

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE CREDIT CARD PRESCRIBED IN THE CRIMINAL LAW

ANNOUNCEMENT OF OPEN MARKET BUSINESS

SOME OPINIONS OF THE STATE COUNCIL ON PROMOTING THE REFORM, OPENING AND STEADY GROWTH OF CAPITAL MARKETS

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE ADMINISTRATION ON COMMISSION SALE OF FOREIGN CURRENCY TRAVELERS CHECK

THE MEASURES ON PUNISHMENT OF THE ILLEGAL ACTS OF THE LAWYERS AND LAW FIRMS

CIRCULAR OF THE MINISTRY OF CONSTRUCTION ON PRINTING AND DISTRIBUTING THE INTERIM PROVISIONS OF CONSTRUCTION PROJECT DESIGN OF FOREIGN ENTERPRISES WITHIN THE TERRITORY OF THE PEOPLE’S REPUBLIC OF CHINA

THE NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON THE SALE AND PAYMENT OF FOREIGN EXCHANGE FOR NON-TRADE PURPOSES BY TRANSNATIONAL COMPANIES

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