CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING RELEVANT ISSUES ON THE CONTROL OF FOREIGN EXCHANGES RELATING TO THE USE OF FOREIGN CAPITALS FOR NON-PERFORMING ASSET DISPOSAL OF FINANCIAL ASSET MANAGEMENT COMPANIES

State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange Concerning Relevant Issues on the Control of Foreign Exchanges relating to
the Use of Foreign Capitals for Non-performing Asset Disposal of Financial Asset Management Companies

Hui Fa [2004] No.119

December 17, 2004

The branches and the foreign exchange administration 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 in Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo, and the China Huarong Asset Management Corporation, the China Orient Asset
Management Corporation, the China Cinda Asset Management Corporation and the China Great Wall Asset Management Corporation:

For the purpose of regulating the control of foreign exchange relating to the use of foreign capitals for non-performing asset disposal
of financial asset management companies, this Circular is hereby notified as follows:

When selling or transferring non-performing assets to a foreign party, a financial asset management company shall report the issues
regarding the income and expenditure in foreign exchange and the remittance to the State Administration of Foreign Exchange for approval
within 15 working days after the trading program is approved by the department in-charge, and submit the following documents:

(i)

an application report on the issues regarding the foreign exchange income and expenditure and the remittance occurred in the asset
selling and transferring;

(ii)

an approval or registration document of the department in-charge on the trading program concerning the foreign sale or transfer of
non-performing assets;

(iii)

the relevant terms in the contract of asset sale and transfer; and

(iv)

an agreement of asset management and service, if the asset management company offers such asset management and service.

II.

Any foreign investor or its agent that has purchased or accepted the non-performing assets of a financial asset management company
shall go through the procedures for archival-filing registration on selling or transferring non-performing assets at the local foreign
exchange branch where the assets are located or at the branch designated by the State Administration of Foreign Exchange within 15
working days after the transaction is finished, and submit the following documents:

(i)

an approval document of the State Administration of Foreign Exchange on the sale or transfer of the relevant assets;

(ii)

a filled archival-filing registration form of external disposal of non-performing asset (see Annex I);

(iii)

a list of sold or transferred assets (its contents shall be detailed, including such fundamental information as the types of assets,
par value of the assets, debtors, term of debts and interest rates, etc.); and

(iv)

if an application is put forward by the agent, the relevant agency agreement, the agent’s business license and operational permit
shall be provided in addition.

III.

A foreign investor or its domestic agent may (purchase foreign exchanges) remit abroad the proceeds from reselling and retransferring
the non-performing assets or the proceeds from businesses. The approval procedure shall be gone through at the foreign exchange branch
where the assets are located or the branch designated by the State Administration of Foreign Exchange for the (purchase of foreign
exchanges) overseas remittance of proceeds, and a filled application form for remitting abroad the foreign party’s proceeds from
the external disposal of non-performing asset (see Annex II), an archival-filing registration form of external disposal of non-performing
asset, a list of items to be disposed of and a certificate file of proceeds shall be provided in addition. In case the tax shall
be paid according to the taxation regulations of our country, the relevant tax payment receipt or certificate shall be provided.

IV.

When handling the archival filing of assets sold or transferred, if the archival-filing assets are under any of the following circumstances,
the enterprise that has received equity investment shall abide by the relevant laws and regulations of the State and go through equity
assessment and confirmation procedures in accordance with the relevant regulations on the management of foreign exchanges:

(i)

if the assets to be filed contain equities;

(ii)

if the credits to be filed are turned into equities of the debtor’s enterprise;

(iii)

if the physical assets to be filed are contributed after conversion into cash at home; or

(iv)

if a foreign investor uses the proceeds from the domestic disposal of non-performing asset for domestic reinvestment.

In case a financial asset management company contributes its cash converted from non-performing assets to establish a foreign-invested
enterprise, it shall abide by the relevant provisions on the management of foreign exchanges relating to foreign-invested enterprises
and go through the relevant procedures at the foreign exchange branch where the foreign-invested enterprise is registered.

VI.

In case the non-performing assets to be disposed of by utilizing foreign capitals contain the third party guarantee, the financial
asset management company shall notify the guarantor of the original debtor and creditor contract.

When handling the archival-filing registration of transferring non-performing assets, the foreign investor or its agent shall give
a clear indication of the detailed instances about the guarantee in the asset archival-filing registration. The State Administration
of Foreign Exchange and its branches shall not register any guarantee that injures social public interests or breaks laws or regulations.

After a financial asset management company disposes of the non-performing assets by using foreign capitals, except for the original
guarantee , the debtor or the third party shall not offer any other guarantee for the sold or transferred credits.

VII.

In case the investor’s ownership of the archival-filing assets is lost due to the buyback, sale (transfer), recovery, stock transfer
or other causes, the foreign investor or its agent shall go through the procedures on canceling the archival filing of credits, physical
assets or equities at the foreign exchange branch where the registration is handled within 15 working days after the loss of the
ownership.

VIII.

In case a financial asset management company sells or transfers non-performing assets to the institutions or individuals in Hong Kong,
Macao and Taiwan and to the natural persons with foreign nationalities, it shall be implemented by referring to this Circular.

IX.

In case any other financial institution disposes of non-performing assets by using foreign capitals with the approval of the department
in-charge, , it shall be implemented by referring to this Circular.

Anyone violating this Circular shall be punished according to the Regulation on the Management of Foreign Exchanges or other relevant
provisions.

XI.

This Circular shall be implemented since January 1, 2005.

Annex:

Archival-filing Registration Form of External Disposal of Non-performing Asset(omitted)

Application Form for Remitting Abroad the Foreign Party’s Proceeds from the External Disposal of Non-performing Asset(omitted)

State Administration of Foreign Exchange
2004-12-17

MEASURES FOR THE ADMINISTRATION OF QUOTAS FOR COAL EXPORT

State Development and Reform Commission, Ministry of Commerce, Customs General Administration

Decree of the State Development and Reform Commission, the Ministry of Commerce and the General Administration of Customs of the People’s
Republic of China

No. 7

In accordance with the Foreign Trade Law of the People’s Republic of China and the Regulation of the People’s Republic of China on
the Administration of Import and Export of Goods, the State Development and Reform Commission has, in conjunction with the Ministry
of Commerce and the Customs General Administration, formulated the Measures for the Administration of Quotas for Coal Export, which
are hereby promulgated, and shall come into force on July 1, 2004.

Ma Kai, Director General of the State Development and Reform Commission

Lv Fuyuan, Minister of the Ministry of Commerce

Mou Xinsheng, Director General of the Customs General Administration

January 7th, 2004

Measures for the Administration of Quotas for Coal Export

Chapter I General Provisions

Article 1

With a view to regulating coal export, guarantee the compliance of the administration of quotas for coal export with the principles
of efficiency, impartiality, publicity and transparency, and to maintaining the normal order of coal export, the present Measures
are formulated in accordance with the relevant provisions in the Foreign Trade Law of the People’s Republic of China and the Regulation
of the People’s Republic of China on the Administration of Import and Export of Goods.

Article 2

The State Development and Reform Commission (hereinafter referred to as the SDRC) shall, in conjunction with the Ministry of Commerce,
be responsible for determining the total quantity of quotas for coal export of the whole country and the distribution thereof.

Article 3

The present Measures shall be applied to coal export under ordinary trade. The coal export by other trade means shall be subject to
the relevant existing provisions.

Chapter II Total Volume of and Application for Quotas for Coal Export

Article 4

The total volume of quotas for coal export in each year and the application procedures shall be announced by the SDRC on the website
of China Economic Information (https://www.cei.gov.cn) and that of the State Development and Reform Commission (https://www.sdpc.gov.cn)
by October 31 of the last year.

Article 5

The following factors shall be taken into account when determining the total volume of quotas for coal export:

(1)

Guaranty of the State’s economic safety;

(2)

Rational utilization of coal resources;

(3)

Conformity with the development planning, targets and polices of the State in respect of the relevant industries; and

(4)

Supplies and demands in the international and domestic markets.

Article 6

Coal export shall apply state-run trade administration. An export enterprise that has obtained the state-run trade right for coal
export may apply for quotas for coal export.

Article 7

An export enterprise shall file a quota application to the SDRC in due written form, and shall submit the relevant documents as required.

Article 8

The SDRC shall, from November 1 to 15 of each year, accept the applications filed by coal export enterprises for quotas for coal export
of the next year.

Chapter III Distribution, Adjustment and Administration of Quotas for Coal Export

Article 9

The SDRC shall, jointly with the Ministry of Commerce, distribute to the enterprises 80% of the total volume of quotas for coal export
for the next year by December 15 of each year, with the remaining part to be distributed no later than June 30th of the very year.

Article 10

The quotas for coal export shall be distributed by referring to the coal export performance of the enterprises during the last year.

Article 11

The validity period of a quota for coal export shall expire on December 31 of the current year.

Article 12

The distributed quotas may be adjusted, should any of the following circumstances occur:

(1)

There is any major change in international market;

(2)

There is any major change in the situation of domestic resources;

(3)

The schedules of using the quotas by export enterprises are obviously not balanced; or

(4)

Other circumstances under which the quotas need to be adjusted.

Article 13

A coal export enterprise shall, upon the strength of the approval document for quota, and in accordance with the relevant administrative
provisions on export permit, apply to the permit issuance institution authorized by the Ministry of Commerce for the export permit,
and shall, upon the strength of the export permit, go through the formalities of customs declaration and release upon inspection
in the customs afterwards.

The coal export permits shall be administered in accordance with the relevant provisions of the Ministry of Commerce on permit administration.

Article 14

A coal export enterprise shall report the information on using quotas for coal export of the last month to the SDRC for archival purposes
by the fifth day of each month.

Chapter IV Legal Liabilities

Article 15

Where a coal exporter is punished by the customs, the taxation authority, the commodity authority, the foreign exchange administration,
or any other organ due to its violation of laws or rules, the SDRC may, in accordance with the actual circumstance, deduct the quotas
for coal export that the coal exporter has already obtained.

Article 16

Where a coal exporter forges or alters an approval document or permit for export quotas, or obtains an approval document or export
permit for export quotas by deceptive or other unfair means, it/he shall be punished in accordance with Articles 66 and 67 of the
Regulation on Import and Export of Goods. The SDRC may also nullify the quotas for coal export that the coal exporter has already
obtained.

Article 17

Whoever has any dissents over any decision on quota distribution or penalty may either initiate an administrative reconsideration
in accordance with the Administrative Reconsideration Law, or bring a lawsuit to the people’s court in accordance with the law.

Chapter V Supplementary Provisions

Article 18

The responsibility to interpret the present Measures shall remain with SDRC, the Ministry of Commerce and the Customs General Administration.

Article 19

The present Measures shall come into force on July 1, 2004.

State Development and Reform Commission, Ministry of Commerce, Customs General Administration
2004-01-07

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING MATTERS RELATED TO STRENGTHENING THE ADMINISTRATION OF THE SPECIAL BILL OF PAYMENT OF IMPORT VAT AND THE INVOICE OF WASTE MATERIAL

The State Administration of Taxation

Circular of The State Administration of Taxation Concerning Matters Related to Strengthening the Administration of the Special Bill
of Payment of Import VAT and the Invoice of Waste Material

Guo Shui Han[2004]No.128

January 21, 2004

To the national taxation bureaus of all the provinces, autonomous regions and municipalities directly under the State Council and
cities with separate plans under the state plan,

In order to crack down the illegal activity of tax evasions by using the Special Bill of Payment of Import VAT and the invoice of
waste material, to strengthening the administration and supervision of VAT and to plug the tax leak, the State Administration of
Taxation (hereinafter refer to as SAT) promulgate the Measures on audit the Special Bill of Payment of Import VAT and the Measures
on audit the invoice of waste materials to you departments now, and the concerning matters are hereby notified as follows:

It is presently an important measure of strengthening the administration of VAT and of plugging tax leaks to strengthen the administration
and supervision of the Special Bill of Payment of Import VAT and the invoice of waste material. After the promulgating of this circular,
all the bureaus and offices of SAT shall convene the special meeting to assign the tasks, to comprehensively spread the spirit of
this circular, to train the competent officials and taxpayers so that the policy can be fully implemented.

In order to meet the need of one-window contrasting of the 4 sorts of non-VAT-invoice including the invoice of waste materials, the
custom duty payment certificate, the receipt of primary product purchasing and the invoice of transportation cost, it is decided
to alter the content of reporting form specified in the Measure of Tax Declaration of Normal VAT Taxpayers as follows:

(1)

Adjust the column 5 of the Annex II of Tax Return of VAT to ” among them: Custom duty payment certificate”. This column reflects specifically
the deducted purchasing tax amount declared with the custom duty payment certificate according to the laws and regulations of the
imported goods of the taxpayers, including the goods of the tax rate of 17% and 13%

(2)

Adjust the column 6 of the Annex II of Tax Return of VAT to “the receipt of primary product purchasing and normal invoice”. This column
reflects specifically the deducted purchasing tax amount declared with the receipt of primary product purchasing and normal invoice
according to the laws and regulations because of the purchasing of the tax-free primary products of the taxpayers.

(3)

Adjust the column 7 of the Annex II of Tax Return of VAT to “the invoice of waste materials”. This column reflects specifically the
deducted purchasing tax amount declared with the normal invoice according to the laws and regulations because of the purchasing of
the waste materials of the taxpayers.

(4)

Adjust the column 8 of the Annex II of Tax Return of VAT to “the invoice of transportation cost”. This column reflects specifically
the deducted purchasing tax amount declared with the normal invoice of transportation cost according to the laws and regulations
because of the purchasing of the taxpayers

The SAT will promulgate the provisions on the matters of information collection, audit and check of the custom duty payment certificate
and the invoice of waste material later.

The questions in the course of implement of this circular shall be reported to the national taxation bureau at the provincial level,
and then be consulted and reflected to the State Administration of Taxation.

Linkman:

Liu Feng, Office of Invoice Tax Control, Department of Circulation Tax 010-63417700

Gong Bin, Office of audit and evaluation, Department of Circulation Tax 010-63417797

Liu Hao, Office of VAT, Department of Circulation Tax 010-63417705

This circular shall go into effect as of February 1, 2004

Annex I:Measures on Audit of Special Bill of Payment of Import VAT

After getting all the Special Bill of Payment of Import VAT (hereinafter referred to as the custom duty payment certificate) to deduct
the VAT, the normal VAT payers shall fill the detailed list of deduct (Appendix I ) one by one according to the custom duty payment
certificate, and shall report them with the tax return simultaneously at the time of VAT declaration. The taxpayers are allowed to
offer the paper documents of the detailed list of deduct of the custom duty payment certificate only when they declare in February
(those who miss the period of declaration shall re-offer after the period of the month), and from March, the taxpayers shall offer
the paper documents and the software or other memory medium that record the electronic data of the detailed list of deduct at the
same time. The purchasing tax amount shall not be deducted if the mentioned documents are not offered. The very certificate cannot
be used to deduct the purchasing tax amount if the detailed list of deduct of the custom duty payment certificate was not filled
or not totally filled according to the related regulations.

The information collection software of the detailed list of deduct of custom duty payment certificate shall be unified tapped by the
SAT, and shall be freely provided to the taxpayers by the competent tax authority. The national tax bureaus and taxpayers can download
the software from the website of the State Administration of Taxation (https://chinatax.gov.cn) after February 25.

The custom duty payment certificate that obtained after February 1, 2004 shall be declared to deduct before the deadline of the first
declaration period after 90 days of the obtain of the certificate, and shall not deduct any purchasing tax amount after the deadline.
The custom duty payment certificate that obtained before January 31, 2004 must be declared to deduct before the declaration period
of May, 2004, and it can not be used to deduct any purchasing tax amount after the period.

The competent tax authority shall do the following audit in the procedure of VAT declaration.

(1)

To audit whether there is data in the column 5 of the Annex II of the VAT Tax Return and to audit the offer of the deduct list if
there is any data.

(2)

To audit whether the deduct list of the custom duty payment certificate is fully filled.

(3)

To audit whether the data in the column of Tax amount in the deduct list equals to the data in the column of Tax amount of the custom
duty payment certificate in the Annex II of the VAT Tax Return.

The competent tax authority shall demand the taxpayers to re-offer the related documents or to redeclare after amending the related
data if it was found out that the taxpayer did not offer the deduct list or there exist problem after the audit.

The normal VAT taxpayers are allowed not to offer the deduct list if they do not obtain the current custom duty payment certificate.

Annex IIMeasures on auditing the invoice of waste materials

The unit managing the recycling of wasted materials (hereinafter refer to as waste-units) shall fill one by one the detailed list
of waste materials (hereinafter refer to as the detailed list of making) according to the normal invoices of selling the materials,
and shall offer it in accordance with the VAT tax return in the course of VAT declaration. The taxpayers are allowed to offer the
paper documents of the detailed list only when they declare in February (those who miss the period of declaration shall re-offer
after the period of the month), and from March, the taxpayers shall offer the paper documents and the software or other memory medium
that record the electronic data of the deduct list at the same time.

The waste-unit shall tap the finance stamp and the stamp of the invoice maker when they make the normal invoice in the course of selling
the waste materials. The normal VAT taxpayers of manufacturing units cannot deduct the purchasing tax amount with the invoice that
has no stamp of the invoice maker.

After getting all the invoice of waste materials to deduct the VAT, the normal VAT payers shall fill the deduct bill of invoice of
waste materials (appendix 3, hereinafter refer to as the detailed list of deduct) one by one according to the invoice, and shall
offer them with the tax return simultaneously at the time of VAT declaration. The taxpayers are allowed to offer the paper documents
of the deduct list only when they declare in February (those who miss the period of declaration shall re-offer after the period of
the month), and from March, the taxpayers shall offer the paper documents and the software or other memory medium that record the
electronic data of the deduct list at the same time. The purchasing tax amount shall not be deducted if the mentioned documents are
not offered. The very certificate cannot be used to deduct the purchasing tax amount if the deduct list was not filled or not totally
filled according to the related regulations.

The information collection software of the detailed list of deduct and the detail list of making shall be unified tapped by the State
Administration of Taxation, and shall be freely provided to the taxpayers by the competent tax authority. The national tax bureaus
and taxpayers can download the software from the website of the State Administration of Taxation (https://chinatax.gov.cn) after February
25.

The invoice of waste materials made after March 1, 2004 shall be declared to deduct before the deadline of the first declaration period
after 90 days of the making of the invoice, and shall not deduct any purchasing tax amount after the deadline. The invoice of waste
materials made before March 1, 2004 must be declared to deduct before the declaration period of June, 2004, and it can not be used
to deduct any purchasing tax amount after the period.

The invoice of waste materials without the stamp of invoice maker that made before March 1, 2004 being holding by the manufacturing
units is allowed to deduct the purchasing tax amount, and the column of ID of Sell Taxpayer and the column of No. of the Competent
Tax Authority of the Sell Taxpayer are allowed not to be filled temporarily.

The detailed list of making and the detailed list of deduct are allowed not to be offered to the competent tax authority in the case
of the waste-unit did not make the invoice of waste materials and the normal VAT taxpayers did not obtain the invoice.

The competent tax authority shall do the following audit in the procedure of VAT declaration.

(1)

To audit the declaration of the waste-unit

i.Whether the detailed list of making is fully filled

ii. Whether the data in the item of Total Amount in the column of Invoice Amount in the detailed list of making equals to or less
than the data in the item of Saleroom of Tax-free Goods in the column 16 Making Normal Invoice in the Annex I of the VAT tax return

(2)

To audit the declaration of the obtain of the invoice of waste materials

i. Whether there is data in the column 7 Invoice of waste materials and whether offer the detailed list of deduct if there is data

ii. Whether the detailed list of deduct is fully filled

iii. whether the data in the column of Invoice Amount and column of Deduct Tax Amount is equals to the data In the column 7 Invoice
of waste materials of the Annex II of VAT tax return

The competent tax authority shall demand the taxpayers to re-offer the related documents or to re- declare after amending the related
data if it was found out that the taxpayer did not offer the detailed list of making and the detailed list of deduct or there exist
problem after the audit.

The waste-unit that be proved to falsely making the invoice of waste materials will not apply the policy of exempt VAT, and will be
punished by the competent tax authority in accordance with the related laws and regulations.

Annex: the sample of the stamp of invoice maker (omitted)

The State Administration of Taxation
2004-01-21

PROVISIONS ON THE ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

Ministry of Commerce

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

No.2

Provisions on the Establishment of Investment Companies with Foreign Investment, which were revised and adopted at the 2nd executive
meeting of the Ministry of Commerce of the People’s Republic of China on February 12, 2004, are hereby promulgated, and shall come
into force after 30 days as of the date of promulgation.

Lv Fuyuan, Minister of the Ministry of Commerce

February 13, 2004

Provisions on the Establishment of Investment Companies with Foreign Investment

Article 1

With a view to promoting the foreign investors to make investment in China, introducing foreign advanced technology and management
experiences, the People’s Republic of China permits foreign investors to establish investment companies in China according to the
laws, regulations and the provision of China on foreign investment and the provisions.

Article 2

A investment company mentioned in the provisions means a foreign-funded enterprise engaging in direct investment, which is established
by a foreign investor in China either in the form of a solely foreign-owned enterprise or a joint venture with a Chinese investor.
The export procurement center shall be a limited liability company.

Article 3

To establish an investment company, the following requirements shall be satisfied:

(1)

1. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The total assets of the investor shall be no less than U.S.D400, 000,000 in the year before the application. And the investor shall
have established a foreign-funded enterprise within the territory of China, the amount of actual contribution to the registered capital
of which shall be no less than U.S.D 10, 000,000, and which shall have more than three projects which are intended to be invested,
or; 2. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The investor shall have established more than 10 foreign-funded enterprises, the amount of actual contribution to the registered
capital of which shall be no less than U.S.D30, 000,000;

(2)

The Chinese investor in a joint venture foreign-funded investment company shall have good credit standing, and necessary economic
strength for establishing the investment company. The total assets of the investor shall be no less than RMB100, 000,000 Yuan in
the year before the application.

(3)

The registered capital of the investment company shall be no less than U.S.D 30, 000,000.

The foreign investor applying for establishing an investment company shall be a foreign company, enterprise or economical organization.
If there are more than 2 investors, at least one of the investors who take major proportion of the stock right shall meet the provisions
of Subparagraph 1, Paragraph 1 of this Article.

Article 4

The foreign investor meeting the requirements provided in Subparagraph 1, Paragraph 1, Article 3 of the provisions may invest to
establish an investment company in the name of the constituent company exclusively owned by him.

Article 5

If a foreign investor applying for establishing an investment company meets the requirements provided in Subparagraph 1, Paragraph
1, Article 3 of the provisions, the investor shall submit a letter of guaranty to the approving authority, guaranteeing the contribution
to the registered capital and the transfer of the technology owned by him or the company related to him when the investment company
established by him invests within the territory of China.

For those establishing the investment companies in the name of the constituent company exclusively owned by them, the parent company
shall submit a letter of guaranty to the approving authority, guaranteeing that the constituent company shall complete the contribution
to the registered capital of the investment company, and guaranteeing the contribution to the registered capital and the transfer
of the technology owned by the parent company or its branch companies when the investment company is established within the territory
of China.

Article 6

The investor applying for establishing a investment company shall submit the following documents to the competent authority of commerce
of the province, autonomous region, municipality directly under the Central Government, or city directly under state planning where
the investment company is located. After having been consented to upon preliminary examination, the documents shall submit to the
Ministry of Commerce for examination and approval.

(1)

Letter of project suggestion on establishing a investment company in the form of joint venture, the feasibility study report, the
contract, the articles of association signed by all the investors;

When establishing an investment company exclusively owned by a foreign investor, the letter of project suggestion, the application
form of the foreign enterprise, the feasibility study report, the articles of association signed by the foreign investor;

(2)

Proof document of qualifications, registration document (photocopy), and legal representative (duplicated) of all the investors

(3)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the enterprises having been funded by the foreign investor;

(4)

The statements of assets and liabilities of all the investors in the last 3 years which have been audited according to the laws;

(5)

The letter of guaranty which shall be submitted according to Article 5 of the provisions;

(6)

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the documents above-mentioned shall uniformly be formal documents.

If the documents are signed by non-legal persons, the authorizing letter signed by the legal person of the investor shall be presented.

If the investor authorizes the intermediary organization to make the application, the authorizing letter signed by the legal person
of the investor shall be presented.

Article 7

The foreign investor shall make contribution to the registered capital of the investment company in freely convertible currency, or
the profit in the form of RMB it earned in the territory of China, or the lawful incomes in the form of RMB which is from the activities
such as assignment of the share or liquidation. The Chinese investor may make investment in RMB. The foreign investor who makes contribution
to the registered capital in the lawful incomes in the form of RMB shall submit the relevant verifying documents and tax voucher.
The contribution shall be completely paid in 2 years as of the date the business license is issued.

Article 8

The investment company shall keep at least U.S.D30, 000,000 in its registered capital used for making investment to the foreign-funded
enterprise newly established by it, or making investment to the amount of contribution of the foreign-funded enterprise (having completed
the assignment of share according to the law) that haven’t completely paid by its parent company or the relevant companies, or making
contribution to the increased part of the registered capital, or making investment to the establishment of organizations such as
the scientific research and development centre, or purchasing the stock right of the company shareholders in the territory of China(
Don’t include the stock right formed by the contribution that has been paid by the parent company of the investment company or its
relevant companies).

Article 9

If the registered capital of the investment company is no less than U.S.D30, 000,000, the amount of loan shall not exceed 4 times
of the registered capital that has been paid. If the registered capital of the investment company is no less than U.S.D100, 000,000,
the amount of loan shall not exceed 6 times of the registered capital that has been paid. If the required loan exceeds the above-mentioned
provisions because of business need, the investment company shall report to the Ministry of Commerce for approval.

Article 10

After being established by the approval of the Ministry of Commerce, the investment company may engage in the following business according
to the actual need when engaging in operational activities in China:

(1)

Making investment in the fields the State permits the foreign investors to invest in;

(2)

Providing the following services to the funded enterprise under the written authorization (adopted unanimously by the board of directors)
of the enterprise:

Giving assistance to or acting as procurator of the funded enterprise to purchase machine equipments, office equipments used by itself
and the raw material, component, machine replacement parts needed for production from home and abroad, and sell the products produced
by the funded enterprise at home and abroad, and provide services after selling;

ii.

Balancing the foreign exchange between the funded enterprises under the approval and supervision of the foreign exchange control departments;

iii.

Providing services such as technological support, staff training, personal administration inside the enterprise in the process of
production, sales, market development;

iv.

Giving assistance to the funded enterprise for seeking loan or providing bond for it;

(3)

Establishing scientific development centre or department within the territory of China, engaging in the research and development of
new products and new technique, transferring the achievements of research and development, and providing the corresponding technological
services;

(4)

Providing consulting service for the investors, and providing consulting service such as market information, investment policies related
to its investment for the relevant companies;

(5)

Carrying on the outsourcing business of its parent company and relevant company.

Article 11

The enterprise funded by the investment enterprise mentioned in the provisions means the enterprise meeting the following requirements:

(1)

The enterprise directly invested by the investment company, or jointly invested by the investment company and other foreign investors
and (or) Chinese investors. The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors
discount to the investment company shall be no less than 25 percent of the investment company’s registered capital;

(2)

The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors discount to the investment
company shall be no less than 25 percent of the investment company’s registered capital, after the investment company partly or completely
purchasing the stock right of the enterprises having been established in the territory of China invested by its investor or the relevant
companies of its investor, other investors and the investors in the territory of China;

(3)

The amount of investment of the investment company shall be no less than 10 percent of the registered capital of the enterprise funded
by the investment company.

Article 12

The investment company may provide financial support to the enterprise invested by it after being approved by China Banking Regulatory
Commission.

Article 13

The investment company may sponsor to establish an foreign-funded limited-liability company or hold the legal person shares of other
foreign-funded limited-liability companies that haven’t been listed for circulation. The investment company may also hold the legal
person shares of other limited-liability companies in the territory of China that haven’t been listed for circulation. The investment
company shall be treated as the foreign sponsor or shareholder of the limited-liability company.

Article 14

If the established investment company operates according to the laws, has no record of violating the laws, pays the registered capital
on schedule according to the provisions of the articles of association, the registered capital actually paid by the investors being
no less than U.S.D30, 000,000 and having been used according to the provisions of Article 8 , it may engage in the following business
according to the actual need when engaging in operational activities in China after being consented to by the competent authority
of commerce of the province, autonomous region, municipality directly under the Central Government, or city directly under state
planning where the investment company is established upon preliminary examination, making application to the Ministry of Commerce
and being approved by it:

(1)

Conducting the following business under the written authorization (adopted unanimously by the board of directors) of the enterprise
invested by it:

Selling the products produced by the funded enterprise by the way of distribution in the markets both at home and abroad;

ii.

Providing comprehensive services such as transportation and storage of goods for the enterprise funded by it.

(2)

Exporting the commodities within the territory of China by the way of agency, distribution, or establishing export procurement organization
(including internal organizations), and completing the drawback of duties paid for export according to the relevant provisions;

(3)

Purchasing the products produced by the funded enterprise and selling them both at home and abroad after systematically integrating
them, if the products of the funded enterprise cannot meet the need of systematically integrating, permitting it to purchase the
auxiliary products for systematical integration from home and abroad, but the value of the purchased products shall not exceed 50
percent of the total value of the products needed to be systematically integrated;

(4)

Providing relevant technological training for the internal distributors and agents of the products of the enterprise funded by it,
and the domestic companies and enterprises which have signed agreement on transfer of technology with the investment company, its
parent company or its relevant companies;

(5)

Before the funded enterprise going into operation or new products of the funded enterprise putting into production, permitting the
investment company to import the products related to products produced by the funded enterprise from the parent company and conducting
trial marketing at home;

(6)

Providing operational leasing services of machine and office equipments for the funded enterprise, or establishing an operational
leasing company according to the laws;

(7)

Providing services after selling for the products produced by the parent company.

(8)

Participating in overseas contracted projects of the Chinese enterprises that have the right to operate overseas contracted projects.

Article 15

The investment companies importing products according to Paragraph 3 and Paragraph 5 of Article 14 shall go through the formalities
according to the relevant provisions of the state. The funds used for import as mentioned above accumulated every year shall not
exceed the amount of the registered capital having been paid by the company.

Article 16

The investment company applying for operating the business of Article 14 of the provisions shall submit the following documents to
the Ministry of Commerce:

(1)

The application signed by the legal person of the investment company;

(2)

The agreement of the board of directors of the investment company;

(3)

The revised articles of association of the investment company;

(4)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

(5)

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

(6)

Other documents required by the Ministry of Commerce.

Article 17

The period of operation of the investment company shall be verified based on the nature of the project it intends to establish according
to the provisions of the State on the duration of the foreign-funded enterprises.

Article 18

The investment company investing to establish an enterprise shall report for examination and approval according to the competence
and procedure for examination and approval of the foreign-funded enterprise.

Article 19

When an investment company invests to establish an enterprise, the proportion of the foreign investor’s investment exclusively by
himself or jointly with other investors discount to the investment company shall be no less than 25 percent of the investment company’s
registered capital. The enterprise invested by it shall enjoin the treatment of foreign-funded enterprise, and be issued with the
approval certificate and business license of the foreign funded enterprise.

Article 20

The establishment of branch offices by the investment companies shall report to the Ministry of Commerce for examination and approval.
The investment company applying to establish a branch company shall meet the following requirements:

(1)

The registered capital of the investment company having been paid on schedule according to the provisions of the contract and articles
of association, and the amount having been paid shall be no less than U.S.D30, 000,000; or the investment company has invested to
establish or own more than 10 foreign funded enterprises;

(2)

The locality where the branch company is to be located shall be the areas where the investment or sales of products of the investment
company are centralized.

Article 21

The investment company meeting the requirements may apply for being identified as the regional headquarter of a multinational corporation
(hereinafter referred to as the regional headquarter), and complete the procedure of change.

(1)

The investment company applying for being identified as the regional headquarter shall meet the following requirements:

The registered capital having been paid is no less than U.S.D100, 000,000, or; the registered capital having been paid is no less
than U.S.D50, 000,000, the total amount of the assets in the year before the application shall be no less than RMB3, 000,000,000,
and the total amount of the profit shall be no less than RMB100, 000,000(accounted by merging the relevant provisions of the statements);

ii.

Meeting the provisions of Article 8 of the provisions;

iii.

Having established more than 2 science research and development organizations (among them at least an organization shall be the entity
of legal person)

(2)

The investment company having been identified as the regional headquarter may engage in the following business according to the actual
need when engaging in operational activities in China:

The business provided in Article 10 ,Article 14 of the provisions;

ii.

Importing and selling the products of the multinational corporation at home;

iii.

Importing raw and auxiliary materials, parts and fittings of machines which are needed when providing maintenance services for the
products of the funded enterprises and the multinational corporation;

iv.

Carrying on the outsourcing business of the enterprises both at home and abroad;

Engaging in goods delivery service according to the relevant provisions;

vi.

Establishing financial company and offering relevant financial services to the investment companies and the enterprises invested by
them after being approved by China Banking Regulatory Commission;

vii.

After being approved by the Ministry of Commerce, engaging in overseas contracted projects business and overseas investment, and establishing
leasing company for seeking funds and offering the relevant services;

viii.

Other business having been approved.

(3)

Procedure for examination and approval:

The investment company makes application to the competent authority of commerce of the province, autonomous region, municipality directly
under the Central Government, or city directly under state planning for preliminary examination, then report to the Ministry of Commerce;

ii.

The Ministry of Commerce shall make examination and reply in 30 days since having received all the documents for application, and
issue the changed Approval Certificate of the Foreign-funded Enterprise (adding to mark “the Regional Headquarter”) to those being
identified as the regional headquarters;

iii.

The investment company shall apply for going trough the registration for the change.

(4)

Documents for application

The application signed by the legal person of the investment company;

ii.

The agreement of the board of directors of the investment company and its multinational corporation;

iii.

The revised articles of association or contract of the investment company;

iv.

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

The approval certificates (duplicated) and business license (duplicated) of the funded enterprises;

vi.

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

vii.

The major financial statement audited by a Chinese registered accountant;

viii.

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the above-mentioned documents shall uniformly be formal documents.

The “multinational corporation” mentioned in this Article means the parent company of the corporation group to which the foreign investor
who establishes the investment company belongs.

Article 22

The investing activities of the investment company within the territory of China shall not be limited for the registered place of
the company.

Article 23

The taxation of the investment companies shall be taxed according to the relevant laws and regulations of China.

Article 24

The investment company shall conscientiously execute the project investment plan, and report the information of investment and operation
of the first year to the Ministry of Commerce for archival purpose according to the provided content and form in the first three
months of the next year. The above-mentioned material shall be regarded as one of the necessary materials for the investment company
to report when conducting the united annual examination.

Article 25

The investment company and the enterprises invested by it shall be independent legal persons or entities. The business intercourse
between them shall be treated as the business intercourse of the independent enterprises.

Article 26

The investment company and the enterprises invested by it shall obey the laws, regulations and provisions of China, and shall not
adopt any means to escape the management and tax payment.

Article 27

The investment company shall not directly engage in the production activities.

Article 28

The investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region investing to establish
the investment company in mainland of China shall meet the provisions.

Article 29

The Ministry of Commerce shall be responsible for the interpretation of the provisions.

Article 30

The Provisions shall take effect after 30 days as of the date of promulgation.

Ministry of Commerce
2004-02-13

AMENDMENTS TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA 2004

Amendments to the Constitution of the People’s Republic of China



	(Adopted at the Second Session of the Tenth National People’s Congress and promulgated for implementation by the Announcement of the National People’s Congress on March 14, 2004) Article 18 In the seventh paragraph of the Preamble to the Constitution, “under the leadership of the Communist Party of China and the guidance of Marxism-Leninism, Mao Zedong Thought and Deng Xiaoping Theory” is revised to read, “under the leadership of the Communist Party of China and the guidance of Marxism-Leninism, Mao Zedong Thought, Deng Xiaoping Theory and the important thought of Three Represents”; “along the road of building socialism with Chinese characteristics” is revised to read, “along the road of Chinese-style socialism”; and after “to modernize the country’s industry, agriculture, national defence and science and technology step by step” is added “and promote the coordinated development of the material, political and spiritual civilizations”. The whole paragraph is revised accordingly, which reads, “The victory in China’s New-Democratic Revolution and the successes in its socialist cause have been achieved by the Chinese people of all nationalities, under the leadership of the Communist Party of China and the guidance of Marxism-Leninism and Mao Zedong Thought, by upholding truth, correcting errors and surmounting numerous difficulties and hardships. China will be in the primary stage of socialism for a long time to come. The basic task of the nation is to concentrate its effort on socialist modernization along the road of Chinese-style socialism. Under the leadership of the Communist Party of China and the guidance of Marxism-Leninism, Mao Zedong Thought, Deng Xiaoping Theory and the important thought of Three Represents, the Chinese people of all nationalities will continue to adhere to the people’s democratic dictatorship and the socialist road, persevere in reform and opening to the outside world, steadily improve socialist institutions, develop the socialist market economy, develop socialist democracy, improve the socialist legal system and work hard and self-reliantly to modernize the country’s industry, agriculture, national defence and science and technology step by step and promote the coordinated development of the material, political and spiritual civilizations, to turn China into a socialist country that is prosperous, powerful, democratic and culturally advanced.” Article 19 The second sentence of the tenth paragraph of the Preamble to the Constitution, which reads, “In the long years of revolution and construction, there has been formed under the leadership of the Communist Party of China a broad patriotic united front which is composed of the democratic parties and people’s organizations and which embraces all socialist working people, all patriots who support socialism, and all patriots who stand for the reunification of the motherland. This united front will continue to be consolidated and developed”, is revised to read, “In the long years of revolution and construction, there has been formed under the leadership of the Communist Party of China a broad patriotic united front which is composed of the democratic parties and people’s organizations and which embraces all socialist working people, all builders of socialism, all patriots who support socialism, and all patriots who stand for the reunification of the motherland. This united front will continue to be consolidated and developed.” Article 20 The third paragraph of Article 10 of the Constitution, which reads, “The State may, in the public interest, requisition land for its use in accordance with the law”, is revised to read, “The State may, in the public interest and in accordance with law, expropriate or requisition land for its use and make compensation for the land expropriated or requisitioned.” Article 21 The second paragraph of Article 11 of the Constitution, which reads, “The State protects the lawful rights and interests of the non-public sectors of the economy such as the individual and private sectors of the economy, and exercises guidance, supervision and control over the individual and the private sectors of the economy”, is revised to read, “The State protects the lawful rights and interests of the non-public sectors of the economy such as the individual and private sectors of the economy. The State encourages, supports and guides the development of the non-public sectors of the economy and, in accordance with law, exercises supervision and control over the non-public sectors of the economy.” Article 22 Article 13 of the Constitution, which reads, “The State protects the right of citizens to own lawfully earned income, savings, houses and other lawful property.” “The State protects according to law the right of citizens to inherit private property”, is revised to read, “Citizens’ lawful private property is inviolable.” “The State, in accordance with law, protects the rights of citizens to private property and to its inheritance.” “The State may, in the public interest and in accordance with law, expropriate or requisition private property for its use and make compensation for the private property expropriated or requisitioned.” Article 23 One paragraph is added to Article 14 of the Constitution as the fourth paragraph, which reads, “The State establishes a social security system compatible with the level of economic development.” Article 24 One paragraph is added to Article 33 of the Constitution as the third paragraph, which reads, “The State respects and preserves human rights.” The original third paragraph is changed to be the fourth. Article 25 The first paragraph of Article 59 of the Constitution, which reads, “The National People’s Congress is composed of deputies elected from the provinces, autonomous regions and municipalities directly under the Central Government and of deputies elected from the armed forces. All the minority nationalities are enpost_titled to appropriate representation”, is revised to read, “The National People’s Congress is composed of deputies elected from the provinces, autonomous regions, municipalities directly under the Central Government, and special administrative regions, and of deputies elected from the armed forces. All the minority nationalities are enpost_titled to appropriate representation.” Article 26 The 20th subparagraph of Article 67 of the Constitution on the functions and powers of the Standing Committee of the National People’s Congress, which reads, “(20) to decide on the imposition of martial law throughout the country or in particular provinces, autonomous regions, or municipalities directly under the Central Government” is revised to read, “(20) to decide on entering into the state of emergency throughout the country or in particular provinces, autonomous regions, or municipalities directly under the Central Government.” Article 27 Article 80 of the Constitution, which reads, “The President of the People’s Republic of China, in pursuance of the decisions of the National People’s Congress and its Standing Committee, promulgates statutes, appoints or removes the Premier, Vice-Premiers, State Councillors, Ministers in charge of ministries or commissions, the Auditor-General and the Secretary-General of the State Council; confers State medals and post_titles of honour; issues orders of special pardons; proclaims martial law; proclaims a state of war; and issues mobilization orders”, is revised to read, “The President of the People’s Republic of China, in pursuance of the decisions of the National People’s Congress and its Standing Committee, promulgates statutes, appoints or removes the Premier, Vice-Premiers, State Councillors, Ministers in charge of ministries or commissions, the Auditor-General and the Secretary-General of the State Council; confers State medals and post_titles of honour; issues orders of special pardons; proclaims entering of the state of emergency; proclaims a state of war; and issues mobilization orders.” Article 28 Article 81 of the Constitution, which reads, “The President of the People’s Republic of China receives foreign diplomatic representatives on behalf of the People’s Republic of China and, in pursuance of the decisions of the Standing Committee of the National People’s Congress, appoints or recalls plenipotentiary representatives abroad, and ratifies or abrogates treaties and important agreements concluded with foreign states”, is revised to read, “The President of the People’s Republic of China, on behalf of the People’s Republic of China, engages in activities involving State affairs and receives foreign diplomatic representatives and, in pursuance of the decisions of the Standing Committee of the National People’s Congress, appoints or recalls plenipotentiary representatives abroad, and ratifies or abrogates treaties and important agreements concluded with foreign states.” Article 29 The 16th subparagraph of Article 89 of the Constitution on the functions and powers of the State Council, which reads, “(16) to decide on the imposition of martial law in parts of provinces, autonomous regions, and municipalities directly under the Central Government” is revised to read, “(16) in accordance with the provisions of law, to decide on entering into the state of emergency in parts of provinces, autonomous regions, and municipalities directly under the Central Government.” Article 30 Article 98 of the Constitution, which reads, “The term of office of the people’s congresses of provinces, municipalities directly under the Central Government, counties, cities and municipal districts is five years. The term of office of the people’s congresses of townships, nationality townships and towns is three years” is revised to read, “The term of office of the local people’s congresses at various levels is five years.” Article 31 The post_title of the fourth chapter of the Constitution, which reads “The National Flag, the National Emblem and the Capital”, is revised to read “The National Flag, the National Anthem, the National Emblem and the Capital”. And one paragraph is added to Article 136 of the Constitution as the second paragraph, which reads, “The national anthem of the People’s Republic of China is the March of the Volunteers.”

SAT REPLY ON HOW TO APPLY THE PROVISIONS ON DEDUCTION AND EXEMPTION OF ENTERPRISE INCOME TAX ON PURCHASE OF HOME-MADE EQUIPMENT BY FOREIGN-FUNDED ENTERPRISES WHOSE TOTAL INVESTMENT HAS NOT BEEN APPROVED

SAT Reply on How to Apply the Provisions on Deduction and Exemption of Enterprise Income Tax on Purchase of Home-made Equipment by
Foreign-funded Enterprises Whose Total Investment Has not been Approved

Guo Shui Han [2004] No.496
April 13, 2004

Shanghai municipal administration of state taxation and Shanghai municipal administration of local taxation:

We have given a reply to your Request for Instructions on Issues concerning Deduction and Exemption of Enterprise Income Tax on Purchase
of Home-made Equipment by Shanghai Zhenhua Port Machinery Co., Ltd. (Hu Guo Shui Wai [2002] No.96 ) by the Reply of the State Administration
of Taxation on Issues concerning the Deduction and Exemption of Enterprise Income Tax on Purchase of Home-made Equipment by Shanghai
Zhenhua Port Machinery Co., Ltd. ( Guo Shui Han [2003] No. 1257 ) on November 21, 2003. For convenience of implementation, we hereby
clarify as follows the issues put forward in your letter concerning how to determine the total investment of the foreign-funded enterprises
whose total investment has not been approved when the provisions on deduction and exemption of enterprise income tax on their purchase
of home-made equipment are applied:

For he issue concerning how to determine the total investment of a foreign-funded enterprise who has only set down the registered
capital or total capital stock, and whose total investment has not been approved according to the provisions of the Ministry of Commerce
(the former Ministry of Foreign Trade and Economic Cooperation), when it enjoys the preference of deduction and exemption of enterprise
income tax on purchase of home-made equipment within the total investment, we agree upon deliberation, that the total investment
of the enterprises can be inferred and determined according to the proportion of the registered capital in the total investment of
the enterprise as prescribed in the Interim Provisions of the State Administration for Industry and Commerce on the Proportion of
the Registered Capital in the Total Investment of the Sino-foreign Equity Joint Ventures (Gong Shang Qi Zi [1987] No. 38 ).

State Administration of Taxation
2004-04-13

IMPLEMENTATION MEASURES FOR ADMINISTRATIVE RECONSIDERATION OF THE MINISTRY OF COMMERCE

the Ministry of Commerce

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

No. 7

The Implementation Measures for Administrative Reconsideration of the Ministry of Commerce, which were adopted at the 6th executive
meeting of the Ministry of Commerce of the People’s Republic of China on April 9, 2004, are hereby promulgated and shall come into
force as of July 1, 2004.

the Minister of the Ministry of Commerce Bo Xilai

May 20, 2004

Implementation Measures for Administrative Reconsideration of the Ministry of Commerce

Article 1

With a view to preventing and rectifying illegal or improper specific administrative acts, protecting the legitimate rights and interests
of the citizens, legal persons and other organizations and guaranteeing and supervising the administrative organs for domestic and
foreign trade and international economic cooperation to perform their functions according to law, the Present Measures are formulated
according to the Administrative Law of the People’s Republic of China (hereinafter referred to as the AL).

Article 2

The Ministry of Commerce shall fulfill the functions and responsibilities of administrative reconsideration as prescribed in the AL
and the present Measures. The institution of legal affairs of the Ministry of Commerce (Department of Treaty and Legal Affairs) shall
responsible for the specific affairs relating to administrative reconsideration in the Ministry of Commerce, and shall perform the
functions and responsibilities as described in Article 3 of the AL.

Article 3

Anyone who has objection to any of the following specific administrative acts may file an application with the Ministry of Commerce
for administrative reconsideration:

(1)

specific administrative acts of the Ministry of Commerce;

(2)

the administrative acts made by an institution dispatched by the Ministry of Commerce in its own name according to laws, regulations
or administrative rules;

(3)

specific administrative acts of an organization directly administered by the Ministry of Commerce under any law or regulation;

(4)

Anyone, who has any objection to any specific administrative act made by the administrative organ for domestic and foreign trade and
international economic cooperation of a province, autonomous region, or municipality directly under the Central Government, may file
an application to the Ministry of Commerce for administrative reconsideration as well as to the people’s government of the province,
autonomous region, or municipality directly under the Central Government involved.

Article 4

Where a party concerned files a written application for administrative reconsideration, it shall submit one original application,
and duplicates as many as the number of the respondents. The reconsideration application shall contain:

(1)

the names, occupations and addresses of the applicant and its agent (the name and address of the legal person or any other organization,
the name of the legal representative);

(2)

the name and address of the respondent (s);

(3)

the specific claims for the administrative reconsideration application;

(4)

the main facts and reasons (including the time when he or it becomes aware of the specific administrative act); and

(5)

the date on which the administrative reconsideration application is filed.

The reconsideration application shall bear the signature and seal of the applicant or those of its/his legal representative, and shall
be accompanied by necessary proofs. If the applicant is a natural person, he shall submit the photocopy of his ID card or any other
valid certificate; if the applicant is a legal person or any other organization, it shall submit the photocopy of its business license
or any other valid certificate as well as the identification certification of its legal representative.

Article 5

Where a citizen, legal person or any other organization that is an interested party of the administrative act requests, as a third
party, to take part in the administrative reconsideration, he (it) shall file a written application. Upon the examination and approval
of the Ministry of Commerce, he (it) may participate in the administrative reconsideration as a third party.

Where the Ministry of Commerce deems it necessary, it may also inform the other interested citizens, legal persons or other organizations
to participate in the administrative reconsideration as a third party.

Article 6

Anyone who applies for reconsideration to the Ministry of Commerce shall go through the relevant application formalities in the institution
of legal affairs of the Ministry of Commerce. The institution of legal affairs shall give clear indication of the date of receipt
on the application, and shall request the deliverer to affix his signature to the said application for confirmation.

Article 7

After the institution of legal affairs of the Ministry of Commerce receives an administrative reconsideration application, it shall
examine it pursuant to the AL within 5 working days, and shall decide whether to accept it or not according to law.

Except that the Ministry of Commerce decides not to accept the application or informs the applicant that he (it) shall apply for administrative
reconsideration to another reconsideration organ, the administrative reconsideration application shall be deemed as being accepted
as of the day when it is received by the institution of legal affairs of the Ministry of Commerce.

Article 8

Where an administrative reconsideration application is under any of the following circumstances, it shall be rejected, and the applicant
shall be given a written notice:

(1)

The items for administrative reconsideration are not within the scope as provided for in Article 6 of the AL;

(2)

The applicant is not a qualified subject for administrative reconsideration;

(3)

The applicant charges against a wrong respondent, but refuses to make change;

(4)

The legal time limit for the application of administrative reconsideration has expired, and there is no justifiable reason;

(5)

The applicant has lodged an administrative lawsuit, but applies for administrative reconsideration, although the court has accepted
or hasn’t decided whether or not to accept the case;

(6)

The applicant has filed an application for administrative reconsideration to another administrative organ with jurisdiction, and the
application has been accepted by the said organ according to law;

(7)

The applicant has withdrawn the application for reconsideration, and has no justifiable reason to file a new application for reconsideration
again;

(8)

The applicant applies for reconsideration by going beyond the reconsideration jurisdiction or the immediate leadership (apart from
the circumstances as prescribed in Article 20 of the AL);

(9)

The administrative reconsideration application does not meet other statutory requirements.

Article 9

The institution of legal affairs of the Ministry of Commerce shall, within 7 days as of the acceptance of an application for administrative
reconsideration by an administrative reconsideration organ, the copy of the administrative reconsideration application or the copy
of the written note of application shall be sent to the respondent. The respondent shall make a written response within 10 days as
of the receipt of the copy of the application or the photocopy of the written note of application, and shall submit a complete set
of the proofs, basis and other relevant materials that led to the original specific administrative act.

The written response submitted by the applicant shall contain the following:

(1)

the basic information of the respondent (except that the respondent is the Ministry of Commerce);

(2)

the reasons for arguments, the basic process and information of the case;

(3)

the factual basis and relevant evidential materials for the specific administrative act;

(4)

the specific articles and content of the laws, regulations and the regulating documents, which were accorded to by the respondent
when the original specific administrative act was made;

(5)

the time when the response is made.

The written response shall bear the seal of the entity of the respondent. If the respondent is the Ministry of Commerce, it shall
bear the seal of the department that has made the specific administrative act.

Article 10

Where the respondent fails to make any written response or submit the proofs, basis and other relevant materials that has led to the
original specific administrative act as required in Article 23 of the AL and Article 10 of the present Measures, it shall be deemed
to be of no evidence or basis for the specific administrative act, and thus it shall be decided to revoke the specific administrative
act.

Article 11

In principle, the method of written examination shall be adopted in administrative reconsideration. However, if the case is very complicate
or it is unable to find the truth through written examination, methods may also adopted such as hearing the opinions of the parties
concerned, conducting onsite investigations, inviting special institutions to test and authenticate the relevant items and etc..

Article 12

In the course of administrative reconsideration, the respondent and its agent shall not gather proofs from the applicant and other
relevant organizations or individuals on its (their) own initiative, nor may they take any fact or information found after having
made the specific administrative act as the factual basis for the specific administrative act.

Article 13

The institution of legal affairs shall examine the specific administrative act made by the respondent and give opinions. After having
been approved by the person-in-charge of the Ministry of Commerce, or having been adopted upon collective deliberation, the administrative
reconsideration decision shall be made according to Article 28 of the AL.

Article 14

With regard to an applicant who requests for administrative compensation when it applies for administrative reconsideration, it shall
clearly state the specific claims for compensation, factual basis and reasons according to Article 12 of the Law of the People’s
Republic of China on State Compensation. Where the applicant satisfies the requirements for state compensation, when the reconsideration
organ decides to revoke or change the specific administrative act or to determine the specific administrative act as unlawful, it
shall simultaneously decide that the respondent shall be given compensation according to law.

Article 15

The power to interpret the present Measures shall remain with the Ministry of Commerce. The Present Measures shall go into effect
as of July 1, 2004.

the Ministry of Commerce
2004-05-20

DETAILED RULES FOR THE IMPLEMENTATION OF THE REGULATION OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF FOREIGN-FUNDED FINANCIAL INSTITUTIONS

the China Banking Regulatory Commission

Decree of the China Banking Regulatory Commission

No.4

The Detailed Rules for the Implementation of the Regulation of the People’s Republic of China on the Administration of Foreign-funded
Financial Institutions, which were adopted at the 16th Chairmen’s meeting of China Banking Regulatory Commission, are hereby promulgated
and shall go into effect as of September 1, 2004.

Chairman of the China Banking Regulatory Commission Liu Mingkang

July, 26, 2004

Detailed Rules for the Implementation of the Regulation of the People’s Republic of China on the Administration of Foreign-funded
Financial Institutions

Chapter I General Provisions

Article 1

The present Detailed Rules have been formulated according to the Banking Administration Law of the People’s Republic of China, the
Law of the People’s Republic of China on Commercial Banks and the Regulation of the People’s Republic of China on the Administration
of Foreign-funded Financial Institutions (hereinafter referred to as the Regulation).

Article 2

The “foreign capital” as used in Item 1and 4 of Article 2 of the Regulation refers to the capital contributed by institutions registered
outside the territory of the People’s Republic of China.

The “foreign bank” as mentioned in item (2) refers to a commercial bank that is registered outside the territory of the People’s Republic
of China and that are approved or accredited by the financial supervisory authority of the place where it is located.

The “foreign financial institution” as mentioned in Item 3 and 5 refer to a financial institution that is registered outside the territory
of the People’s Republic of China and is approved or accredited by the financial supervisory authority of the places where it is
located.

Article 3

The “foreign-funded legal entity” as mentioned in the present Detailed Rules refers to a wholly foreign-funded bank, a Sino-foreign
joint equity bank, a wholly foreign-funded finance company and a Sino-foreign joint equity finance company as mentioned in the Regulation.

Article 4

China Banking Regulatory Commission (hereinafter referred to as the CBRC) is the competent authority responsible for administering
and supervising the foreign-funded financial institutions. The local offices of the CBRC shall be responsible for the routine supervision
and administration of the foreign-funded financial institutions within their respective jurisdiction.

Chapter II Establishment and Registration

Article 5

The “prudential requirements” as mentioned in Articles 6 through 8 shall include but not limited to the following:

(1)

Sound corporate governance structure;

(2)

Persistently sound operational performance;

(3)

Financial statements drawn up in line with the prudent accounting principle, and clean report by the accounting firm on the financial
statements for three consecutive years prior to filing the application;

(4)

No record of serious violation of laws or regulations, and no record of bad credit;

(5)

Favorable reputation in the banking sector and good social image;

(6)

Stable political and economic situation in the home country or region of the applicant in the case of the establishment of a branch
by a foreign bank, and a sound communication mechanism between the home financial supervisory authority and the CBRC; and

(7)

Other relevant requirements on investors in the financial sector as provided for in the laws and regulations.

Article 6

The shareholder or the largest shareholder of a wholly foreign-funded bank established under Article 6 of the Regulation must be
a commercial bank.

The sole shareholder or the largest shareholder of a wholly foreign-funded finance company established under Article 6 of the Regulation
must be a commercial bank or a finance company.

The capital adequacy ratio of the commercial bank as mentioned in this Article may not be lower than 8%.

The Item 2 and 3 of Article 6 of the Regulation shall apply to the sole shareholder or the largest shareholder.

Article 7

As for a joint-equity bank established under Article 8 of the Regulation, its sole shareholder of foreign party or largest shareholder
of foreign party must be a commercial bank.

As for a joint-equity finance company established under Article 8 of the Regulation, its sole shareholder of foreign party or largest
shareholder of foreign party must be a commercial bank or a finance company.

The capital adequacy ratio of the commercial bank as mentioned in this Article may not be lower than 8%.

The Item 2 and 3 of Article 8 of the Regulation shall apply to the sole foreign shareholder of the foreign party or the largest foreign
shareholder.

Article 8

The “representative office established by the applicant or foreign party within the territory of China” refers to a representative
office established under the supervision of the CBRC. The “end of the year prior to the submission of the application” refers to
the end of the fiscal year prior to the date of application.

Article 9

The “prudential requirements” as mentioned in Article 20 of the Regulation and Articles 16, 17 and 40 of the present Detailed Rules
shall include but not limited to the following:

(1)

Sound cooperate governance structure;

(2)

Sound risk management system;

(3)

Sound internal control system;

(4)

Effective information management system;

(5)

The managerial personnel having good expertise and management capacity;

(6)

Persistently sound operational performances and good asset quality of the applicant;

(7)

No record of serious violation of laws or regulations, and;

(8)

Effective measures for fighting money laundering.

Article 10

The “feasibility study report” as mentioned in Articles 9 through 11 of the Regulation and Article 18 of the present Detailed Rules
shall at least include the basic information of the applicant, the analysis of the market prospect of the institution to be established,
the business development plan of the institution to be established, as well as the organizational framework, and projection of asset-liability
size and profit for the first three years, etc.

The “name of a to-be-established branch of a foreign bank” as mentioned in Item 1 of Article 10 of the Regulation shall include
both the Chinese name and the foreign name, and the Chinese name shall indicate the nationality and form of liabilities of the foreign
bank.

Article 11

The “photocopy of business license” as mentioned in the Regulation and the present Detailed Rules refers to the photocopy of the business
license or other approval document on financial business. The photocopy of business license, power of attorney, letter from the foreign
bank to discharge the tax and debt obligation of its branch bank in China, etc. shall be either notarized by an institution accredited
by the home country or region or certified by the embassy or consulate of the People’s Republic of China in that country, except
the photocopy of business license as issued by the Chinese industry and commerce administration authority.

Article 12

The “relevant materials about the Chinese party” as mentioned in item 6 of Article 11 of the Regulation refers to the photocopy
of business license of the Chinese party and its annual reports of the latest 3 years.

Article 13

The “annual reports” as mentioned in the Regulation and the present Detailed Rules shall be audited with the auditing opinions issued
by the accredited accounting firm of the home country or region of the applicant. Annual reports printed in a language other than
Chinese or English shall be accompanied by Chinese or English translations.

Article 14

The “other materials” as mentioned in Articles 9 through 11 of the Regulation shall include but not limited to the following:

(1)

An applicant applying for establishing a foreign-funded institution for the first time shall provide the information about the financial
system and the financial supervision laws and regulations of it home country or region;

(2)

The articles of association of the applicant;

(3)

The organizational chart of the applicant and the group it belongs to, the name list of the major shareholders, overseas branches
and associated companies;

(4)

Policies or rules of the applicant on fighting money laundering.

Article 15

Except the annual reports, all application materials as required in the present Detailed Rules, if written in a foreign language,
shall be accompanied by Chinese translations.

Article 16

Where a foreign bank intends to establish a new branch in China, its existing branches in China shall meet the prudential requirements
as specified by the CBRC and the conditions as provided for in Item 2, 3, 4 and 5 of Article 7 of the Regulation.

Article 17

A wholly foreign-funded bank or a Sino-foreign joint-equity bank shall meet the following conditions when applying for the establishment
of a branch:

(1)

It has operated in China for more than 3 years, and it has made profits for 2 successive fiscal years prior to the application;

(2)

Its capital adequacy ratio is not less than 8%;

(3)

The applicant shall allocate the minimum amount of convertible currency equivalent to RMB 100 million yuan as the working capital
of each new branch to be established; the aggregate amount of the working capital allocated to all its branches within China, including
the to-be-established ones, may not exceed 60% of its registered capital; and

(4)

Other prudential requirements as specified by the CBRC.

Article 18

When a wholly foreign-funded bank or joint-equity bank applies for the establishment of a branch, it shall submit the following materials
(in triplicate) to the CBRC local office. After issuance of the preliminary examination opinions by the local office of the CBRC,
the application materials shall be directly sent to the CBRC for examination and approval with a copy sent to the CBRC local office
at a higher level.

(1)

Letter of application signed by the board chairman or the president (CEO, general manager) of the applicant, which shall include the
name of the to-be-established branch, the amount of working capital to be allocated, and intended business types, etc;

(2)

The resolution of the board of directors on approval of the establishment of the branch;

(3)

A feasibility study report;

(4)

A photocopy of business license;

(5)

The annual reports of the latest three years;

(6)

The articles of association of the applicant; and

(7)

Other materials as required by the CBRC.

Article 19

The letter of application for the establishment of a foreign-funded legal entity shall be signed by the chairmen or president (CEO,
general manager) of each investor and addressed to the Chairman of the CBRC. The letter of application for the establishment of a
branch of a foreign bank shall be signed by the Chairman or president (CEO, general manager) of the applicant and addressed to the
Chairman of the CBRC.

Article 20

For the establishment of a foreign-funded financial institution, the applicant shall submit to the CBRC the application materials
(in duplicate) as required in Articles 9 through 11 of the Regulation, and simultaneously submit a copy to the CBRC local office
of the place where the to-be-established institution will be located.

Article 21

The CBRC shall make a decision of acceptance or rejection within 6 months as of the date of receiving all application materials for
establishing a foreign-funded financial institution and shall inform the applicant of the decision in writing.

The applicant shall, within 15 days after receiving an acceptance notice, fetch a formal application form from the relevant CBRC local
office of the place where the to-be-established institution will be located, and start the preparatory work for the establishment.
During the preparatory period, the applicant shall form a preparatory team to take charge of the preparatory work and shall submit
the name list of team leaders to the relevant CBRC local office. When the preparatory work is finished, the preparatory team shall
be dissolved automatically. The preparatory period is 6 months.

Where the applicant fails to fetch the formal application form within the prescribed time limit, it may not apply again for establishing
an operational office in the same city within 1 year as of the date of receipt of the acceptance notice.

An applicant who receives a rejection notice may apply again for establishing an operational office when satisfying the requirements
of the establishment of a foreign-funded financial institution.

Article 22

The “principal person” as mentioned in Article 14 of the Regulation refers to the chairman or president of a foreign-funded legal
entity (CEO, general manager), or the president of a branch of a foreign bank (general manager).

Article 23

An applicant shall complete the following tasks within the preparatory period:

(1)

Establishing an internal control system, including an internal organizational structure, authorization and accreditation, management
of credit funds as well as the control policies and operational procedures for capital transaction, accounting and computer system.
The internal control system and operational procedures shall be sent to the relevant CBRC local office.

(2)

Staffing an appropriate number of business personnel that meet the needs of its business development and have received relevant training
on policies, regulations and professional knowledge, so as to meet the requirements for effective supervision and control of the
major business risks, examination, approval and reexamination of business at different levels, the division of work and balance of
the key posts;

(3)

Printing the main business vouchers and receipts used for external transactions and submitting samples thereof to the relevant CBRC
local office;

(4)

Equipping with the security facilities accredited by the relevant departments, the pertinent certifications of which shall be submitted
to the relevant CBRC local office;

(5)

Completing the audit on its internal control system, accounting system, and computer system by an accounting firm accredited by the
relevant CBRC local office before it opens business, and the audit report shall be submitted to the relevant CBRC local office.

Article 24

Where an applicant applies for the extension of the preparatory period, it shall submit an application to the relevant CBRC local
office not later than 1 month prior to the expiration of the preparatory period. The letter of application shall be signed by the
person in charge of the preparatory team of the to-be-established institution.

Where an applicant submits an application for the extension of the preparatory period beyond the prescribed time limit, the application
will be rejected the relevant CBRC local office.

The relevant CBRC local office shall, within 15 days after the date of receiving the application for extending the preparatory period,
decide on whether or not to approve such an extension. In the case of rejection, it shall give a written notice to the applicant
explaining the reasons for the rejection, and send a copy to the CBRC level by level.

Article 25

Upon the completion of the preparatory work, the applicant shall submit the letter of application signed by the person in charge of
the preparatory team, the application form filled out, as well as the documents as provided for in Article 14 of the Regulation,
to the CBRC local office of the place where the to-be-established institution will be located. After the issuance of preliminary
examination opinions by the CBRC local office, the application shall be directly submitted to the CBRC for examination and approval
with a copy sent to the CBRC local office at a higher level.

Article 26

The CBRC shall make a decision of approval or disapproval within 2 months as of the date of the complete application form and relevant
materials. The applicant shall, within 15 days as of the date of receipt of the notice from the CBRC, fetch the documents of whether
to approve the establishment of a foreign-funded financial institution. In the case of disapproval, it may apply again when satisfying
all the requirements for the establishment of a foreign-funded financial institution.

Article 27

If the application for establishing a foreign-funded institution is approved, the applicant shall apply for a prior opening inspection
to the relevant CBRC local office after obtaining the approval documents from the CBRC headquarters. The letter of application shall
be signed by the chairman or president of the board of directors (CEO, general manager) of the foreign-funded legal entity, or the
president or general manager of the branch of the foreign bank. After the applicant passes the inspection conducted by the relevant
CBRC local office, it shall fetch a financial business certificate from the CBRC. If it fails to pass the inspection, the foreign-funded
financial institution may apply to the competent office for a new inspection within 10 days as of the date of receiving the notice
of the inspection failure.

Article 28

Before a foreign-funded institution starts business, it shall make a public announcement of its opening of business on the national
newspapers as designated by the CBRC headquarters and the local newspapers as designated by the relevant CBRC local office, and shall
inform the relevant CBRC local office of the date of start of business in writing.

Article 29

The foreign-funded financial institution shall start business within 3 months after obtaining approval of its establishment granted
by the CBRC, except in the case when the relevant CBRC local office approves it to postpone the start of business under special circumstances.

Where a foreign-funded institution applies for postponing the start of business, it shall submit an application for the postponement
to the relevant CBRC local office within 2 months after the application for its establishment is approved by the CBRC. The letter
of application shall be signed by the chairman or president (CEO, general manager) of the foreign-funded legal entity, or the president
(general manager) of the branch of the foreign bank.

The relevant CBRC local office shall make a decision on whether or not to approve the postponement within 15 days after receiving
the application materials. If it makes a decision of disapproval, it shall notify the foreign-funded institution of the reasons for
disapproval in a written form and send a copy to the CBRC headquarters level by level.

Where a foreign-funded financial institution submit an application for postponing the start of business beyond the prescribed time
limit, the relevant CBRC local office shall reject its application for postponement.

The start of business may be postponed for no more than 3 months. If a foreign-funded institution fails to start business within the
time limit, the approval of establishment will become invalid automatically. The foreign-funded institution shall hand over the financial
business certificate to the CBRC. The applicant may not apply again for establishing an operational office in the same city within
1 year as of the day when the last establishment approval becomes invalid.

Article 30

Restructuring of a branch of a foreign bank into a foreign-funded legal entity shall in carried out in compliance with the principle
of legitimacy, prudence and continuous operation and vice versa.

Where a branch of a foreign bank intends to restructure into a foreign-funded legal entity, it shall apply to the relevant CBRC local
office in accordance with the requirements and procedures of the establishment of a foreign-funded legal entity. Where a foreign-funded
legal entity intends to restructure into a branch of a foreign bank, it shall apply to the relevant CBRC local office in accordance
with the requirements and procedures of the establishment of a branch of a foreign bank. The application shall be directly submitted
to the CBRC for examination and approval through the relevant CBRC local office and a copy to the CBRC local office at a higher level
at the same time. The application materials shall include a plan on the resolution of claims and liabilities during the restructuring
process.

Chapter III Business Scope

Article 31

Where a foreign-funded financial institution conducts, within the business scope as provided for by Article 17 or Article 18 of
the Regulation, foreign exchange businesses with overseas institutions, foreign-funded enterprises, permanent missions of foreign
countries in China, representative offices of Hong Kong, Macao or Taiwan in the Mainland, and foreigners and compatriots from Hong
Kong, Macao or Taiwan as well as some prescribed foreign exchange businesses with non-foreign-funded enterprises, it shall meet the
following applicable condition:

(1)

The working capital of the branch of a foreign bank shall not be less than the equivalent of RMB 100 million yuan in freely convertible
currencies;

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than the equivalent of RMB 300 million
yuan in freely convertible currencies;

(3)

The working capital of a branch of a wholly foreign-funded bank or a joint-equity bank shall not be less than the equivalent of RMB
100 million yuan in freely convertible currencies;

(4)

The registered capital of a wholly foreign-funded finance company or joint-equity finance company shall not be less than the equivalent
of RMB 200 million yuan in freely convertible currencies.

Article 32

Where a foreign-funded financial institution conducts foreign exchange businesses within the scope as provided for in Article 17
or Article 18 of the Regulation with various kinds of clients, it shall meet the following applicable condition:

(1)

The working capital of a branch of a foreign bank shall not be less than the equivalent of RMB 200 million yuan in freely convertible
currencies

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than the equivalent of RMB 400 million
yuan in freely convertible currencies,

(3)

The working capital of a branch of a wholly foreign-funded bank or a joint-equity bank shall not be less than the equivalent of RMB
100 million yuan convertible currencies;

(4)

The registered capital of a wholly foreign-funded finance company or joint-equity finance company shall not be less than the equivalent
of RMB 300 million yuan in freely convertible currencies.

Article 33

For a foreign-funded financial institution that meets the provisions of Article 20 of the Regulation and is allowed to undertake
the businesses as specified in Article 17 or Article 18 of the Regulation, it shall meet the following applicable condition when
applying for conducting foreign exchange businesses with overseas institutions, foreign exchange businesses and RMB businesses with
overseas institutions, foreign-funded enterprises, permanent missions of foreign countries in China, representative offices of Hong
Kong, Macao or Taiwan in the Mainland, and foreigners and compatriots from Hong Kong, Macao or Taiwan as well as some prescribed
foreign exchange businesses and RMB businesses with non-foreign-funded enterprises:

(1)

The working capital of a branch of a foreign bank shall not be less than RMB 200 million yuan, of which the capital in RMB shall not
be less than 100 million yuan and that in a foreign currency shall not be less than the equivalent of 100 million yuan in freely
convertible currencies;

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 400 million yuan, of which
the capital in RMB shall not be less than 100 million yuan and that in a foreign currency shall not be less than the equivalent of
RMB 300 million yuan in freely convertible currencies;

(3)

The working capital of a branch of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 200 million yuan,
of which the capital in RMB shall not be less than 100 million yuan and that in a foreign currency shall not be less than the equivalent
of 100 million yuan in convertible currencies;

(4)

The registered capital of a wholly foreign-funded finance company or a joint-equity finance company shall not be less than RMB 300
million yuan, of which the capital in RMB shall not be less than 100 million yuan and that in a foreign currency shall not be less
than the equivalent of RMB 200 million yuan in freely convertible currencies.

Article 34

For a foreign-funded financial institution that meets the provisions of Article 20 of the Regulation and is allowed to undertake
the businesses as specified in Article 17 or Article 18 of the Regulation, it shall meet the following applicable condition when
applying for conducting foreign exchange businesses with all kinds of clients, RMB businesses with foreign-funded enterprises, permanent
missions of foreign countries in China, representative offices of Hong Kong, Macao or Taiwan in the Mainland, foreigners and compatriots
from Hong Kong, Macao or Taiwan as well as some prescribed RMB businesses with non-foreign-funded enterprises:

(1)

The working capital of a branch of a foreign bank shall not be less than RMB 300 million yuan, of which the capital in RMB shall not
be less than 100 million yuan and that in a foreign currency shall not be less than the equivalent of 200 million yuan in freely
convertible currencies;

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 500 million yuan, of which
the capital in RMB shall not be less than 100 million yuan and that in a foreign currency shall not be less than the equivalent of
RMB 400 million yuan in freely convertible currencies;

(3)

(4)

The registered capital of a wholly foreign-funded finance company or a joint-equity finance company shall not be less than RMB 400
million yuan, of which the capital in RMB shall not be less than 100 million yuan and that a in foreign currency shall not be less
than the equivalent of RMB 300 million yuan in freely convertible currencies.

Article 35

For a foreign-funded financial institution that meets the provisions of Article 20 of the Regulation and is allowed to undertake
the foreign exchange businesses as specified in Article 17 or Article 18 of the Regulation with all kinds of clients, it shall
meet the following applicable condition when applying for conducting RMB businesses with foreign-funded enterprises, permanent missions
of foreign countries in China, representative offices of Hong Kong, Macao or Taiwan in the Mainland, foreigners and compatriots from
Hong Kong, Macao or Taiwan and non-foreign-funded enterprises:

(1)

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 600 million yuan, of which
the capital in RMB shall not be less than 200 million yuan and that in a foreign currency shall not be less than the equivalent of
RMB 400 million yuan in freely convertible currencies;

(3)

(4)

The registered capital of a wholly foreign-funded finance company or a joint-equity finance company shall not be less than RMB 500
million yuan, of which the capital in RMB shall not be less than 200 million yuan and that in a foreign currency shall not be less
than the equivalent of RMB 300 million yuan in freely convertible currencies.

Article 36

A foreign-funded financial institution that meets the provisions of Article 20 of the Regulation and is allowed to undertake the
businesses as specified in Article 17 or Article 18 of the Regulation shall meet the following applicable condition when applying
for conducting foreign exchange businesses and RMB businesses with all kinds of clients:

(1)

The working capital of a branch of a foreign bank shall not be less than RMB 500 million yuan, of which the capital in RMB shall
not be less than 300 million yuan and that in a foreign currency shall not be less than the equivalent of 200 million yuan in freely
convertible currencies;

(2)

The registered capital of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 1 billion yuan, of which
the capital in RMB shall not be less than 600 million yuan and that in a foreign currency shall not be less than the equivalent of
RMB 400 million yuan in freely convertible currencies;

(3)

The working capital of a branch of a wholly foreign-funded bank or a joint-equity bank shall not be less than RMB 300 million yuan,
of which the capital in RMB shall not be less than 200 million yuan and that in a foreign currency shall not be less than convertible
currencies equivalent of 100 million yuan in freely convertible currencies;

(4)

The registered capital of a solely foreign-funded finance company or joint-equity finance company shall not be less than RMB 700 million
yuan, of which the capital in RMB shall not be less than 400 million yuan and that in a foreign currency shall not be less than the
equivalent of RMB 300 million yuan in freely convertible currencies.

Article 37

The term “trade in government bonds, financial bonds, and other foreign exchange securities except stocks” as mentioned in Article
17 (4) and Article 18 (4) of the Regulation shall include, but not be limited to, the following foreign exchange investments such
as bonds of Chinese or foreign governm

ADMINISTRATIVE MEASURES FOR GOVERNMENT PROCUREMENT INFORMATION ANNOUNCEMENTS

The Ministry of Finance

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

No. 19

Administrative Measures for Government Procurement Information Announcements discussed and adopted at the executive meeting, are hereby
promulgated and shall come into force as of the day of September 11, 2004.

Minister, Jin Renqing

August 11, 2004

Administrative Measures for Government Procurement Information Announcements ContentsChapter I General Provisions

Chapter II Scope and Content of Government Procurement Information Announcements

Chapter III Management of Government Procurement Information Announcements

Chapter IV Management of Designated Media for Releasing Government Procurement Information

Chapter V Legal Liabilities

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1

With a view to regulating the government procurement information announcements, improving the transparency of government procurement
activities and promoting fair competition, the present Measures are formulated in accordance with the Government Procurement Law
of the People’s Republic of China.

Article 2

The term “government procurement information” refers to the laws, rules, regulations and other regulatory documents governing the
government procurement activities, as well as the general name of data and materials reflecting the status of government procurement
activities.

The term “government procurement information announcements” means, in accordance with the present Measures, the release of the government
procurement information that shall be announced through the media as designated by the finance departments for releasing government
procurement information.

Article 3

All purchasers or procurement agencies shall make announcements about the government procurement information in accordance with the
laws and administrative regulations on government procurement and the present Measures.

The term “procurement agencies” as mentioned in the preceding paragraph refers to the central purchasing institutions and other lawfully
accredited purchasing institutions.

Article 4

The government procurement information announcements shall follow the principles of timely information release, standard and uniform
content, relatively central channels and convenience in obtaining and searching.

Article 5

The finance departments at or above the county level shall be responsible for supervising, inspecting and managing the activities
of making announcements about the government procurement information. The following functions, however, shall be performed by the
province-level finance departments or above:

(1)

Determining the scope and content of government procurement information that shall be announced;

(2)

Designating, supervising and inspecting the media responsible for releasing the government procurement information.

Article 6

The Ministry of Finance shall be responsible for determining the basic scope and content of government procurement information announcements
and shall designate the media for releasing national government procurement information.

The finance departments at the provincial level (including those of the cities under separate state planning, and the same below)
shall be responsible for determining the scope and content of government procurement information announcements in their local region,
and may designate media to release local government procurement information.

Except the Ministry of Finance and the province-level finance departments, no other entity or individual may designate government
procurement information release media.

Article 7

The government procurement information shall first be announced through the government information release media as designated by
the Ministry of Finance.

The local government procurement information may be simultaneously announced through the government information release media as designated
by the province-level finance departments.

Chapter II Scope and Content of Government Procurement Information Announcements

Article 8

The following government procurement information must be announced unless it involves the state secrets, business secrets of the suppliers,
or unless it shall be kept confidential under the relevant laws and administrative regulations:

(1)

Relevant laws, rules, regulations and other regulatory documents governing the government procurement;

(2)

The central procurement lists, government procurement quotas and bid quotas as announced by the people’s governments at the provincial
level or above;

(3)

The directory of the agencies undertaking the bid business of government procurement;

(4)

The bidding and tendering information, including the announcements of public bid, announcements of preliminary examination of bidders’
qualifications, bid award announcements, transaction results and corrected items;

(5)

The contact forms of the finance departments to accept government procurement complaints and the decisions to tackle complaints;

(6)

The evaluation results concluded by the finance departments over the central procurement institutions;

(7)

The name list of procurement agencies and suppliers with records of misconducts; and

(8)

Other government procurement information that shall be announced in accordance with the laws, rules and regulations.

Article 9

Besides the contents as listed in Article 8 herein, the finance departments at the provincial level or above may, in light of the
needs of management, increase the contents of government procurement information necessary to be announced.

Article 10

The announcement of a public bid shall include the following:

(1)

The names, addresses and contact forms of the purchaser and procurement agency;

(2)

The name, uses, quantity, brief technological requirements or nature of the bidding project;

(3)

The qualification requirements for the suppliers;

(4)

The date, place and way for obtaining the bid documents and the price of the bid documents;

(5)

The deadline for submitting bids, the bid opening date and place; and

(6)

The name and telephone number of the contact person of the procurement project.

Article 11

An announcement of preliminary examination of bidders’ qualifications shall contain the following:

(1)

The names, addresses and contact forms of the purchaser and procurement agency;

(2)

The name, uses, quantity, brief technological requirements or nature of the bidding project;

(3)

The qualification requirements for the suppliers;

(4)

The deadline for submitting the applications for qualification examination and certification materials, and the date of qualification
examination; and

(5)

The name and telephone number of the contact person of the procurement project.

Article 12

A bid award announcement shall contain the following:

(1)

The names, addresses and contact forms of the purchaser and procurement agency;

(2)

The name, uses, quantity, brief technological requirements and execution date of the contract;

(3)

The award date (giving a clear indication of serial number of the bid documents);

(4)

The date of the announcement of the bidding project;

(5)

The name, address and award amount of the supplier as the bid winner;

(6)

The name list of the members of the bid evaluation board; and

(7)

The name and telephone number of contact person of the purchase project.

Article 13

An announcement releasing corrected procurement information shall include the following:

(1)

The names, addresses and contact forms of the purchaser and procurement agency;

(2)

The name of the procurement project in the original announcement and the date of the first announcement;

(3)

The corrected items, content and date; and

(4)

The name and telephone number of contact person of the procurement project.

Article 14

An announcement about the name list of procurement agencies and suppliers with records of misconducts shall contain the names of the
parties concerned, reasons, handling organ and results, etc.

Article 15

An announcement about a decision to tackle complaints shall contain the following:

(1)

Names of the purchaser and procurement agency;

(2)

The name and date of the procurement project;

(3)

The name of the complainant and the matters to complain about;

(4)

The name of the complaint handling organ; and

(5)

The main content of the decision to tackle the complaints.

Chapter III Management of Government Procurement Information Announcements

Article 16

The government procurement information in an announcement shall be genuine, exact and reliable. It shall not contain any false and
misleading statement, nor may it leave out any matter that shall be announced in accordance with the law.

Article 17

When the same piece of government procurement information is announced through different media as designated for releasing the government
procurement information, their content shall be consistent with each other. If their content is inconsistent with each other, the
information on the media as designated by the Ministry of Finance shall prevail unless the law or administrative regulation provides
otherwise.

Article 18

If the same piece of government procurement information is announced at different times on different media as designated for releasing
the government purchase information, the time when the media as designated by the Ministry of Finance made the first information
announcement shall be the announcement time and shall be the time when the government procurement parties concerned should know about
the pertinent matters.

Article 19

The government procurement law, rules and regulations and other regulatory documents, central procurement lists, government procurement
quotas, pubic bid quotas and other relevant information shall be announced by the media as designated by the finance departments
of the province-level people’s governments for releasing the government procurement information.

Article 20

The purchasers and their authorized procurement agencies shall be responsible for releasing the bidding and tendering information
on the media as designated for releasing the government procurement information.

Article 21

The evaluation results of the central purchase institutions, the name list of the procurement agencies and suppliers with records
of misconduct shall be announced by the finance departments of the people’s governments of the same level through the media as designated
for government procurement information in the light of the relevant provisions.

Article 22

With regard to the information that is not provided in Articles 19 through 21 herein, if it relates to the government purchase supervision
and management, it shall be announced by the finance departments of the people’s governments of the same level; if it relates to
the purchase business, it shall be announced by the purchasers and their authorized procurement agencies.

Article 23

Where a purchaser or procurement agency needs to announce the government procurement information, it shall offer such information
to the media as designated for releasing the government procurement information by fax, e-mail and other shortcuts, or via the finance
department of the people’s government of the same level.

Chapter IV Management of Designated Media for Releasing Government Procurement Information

Article 24

The media as designated for releasing the government procurement information shall be responsible for undertaking the specific matters
of releasing the government procurement information as provided in the present Measures.

The media as designated for releasing the government procurement information shall embody the principle of public good when making
announcements about the government procurement information.

Article 25

The media as designated for releasing the government procurement information shall announce the information according to the content
of the information offered by the information provider. If the information is too lengthy, however, the media as designated for releasing
the government procurement information may shorten and adjust it properly in light of the uniform technical requirements, but may
not change the substantial content of the information offered by the information provider.

Article 26

Where a medium as designated for releasing the government procurement information finds that the information offered by an information
provider is in violation of the law, rules and regulation, and the present Measures, it shall timely propose that the information
provider shall revise the information. If the information provider refuses to revise it, the medium as designated for releasing the
government procurement information shall report to the finance department of the people’s government of the same level with the information
provider.

Article 27

Among the media as designated by the finance departments for releasing the government procurement information, the internet media
shall announce the information through the internet within 1 working day after they receive the to-be-announced information; the
newspapers shall announce the information within 3 working days after they receive the to-be-announced information; the magazines
shall timely publish the pertinent to-be-announced information.

Article 28

The media designated for releasing the government procurement information shall classify and count the government procurement information
announced by them and shall timely submit the pertinent results to the finance departments of the people’s governments of the same
level.

Article 29

A medium as designated for releasing the government procurement information shall make public its name and contact form. If there
is any change to its name and contact form, it shall timely make an announcement to the public and shall put it on record in the
finance department that designated it to be responsible for releasing the government procurement information.

Chapter V Legal Liabilities

Article 30

A purchaser or procurement agency that is under any of the following circumstances shall be ordered to make corrections within the
prescribed time-limit and be given a warning by the finance department at the county level. The direct liable person-in-charge and
other directly responsible personnel shall be given a sanction and a notice thereof shall be made public and circulated by the administrative
department or relevant organ:

(1)

Failing to announce the government procurement information that should be released;

(2)

Failing to announce the information in the first place through the media as designated by the Ministry of Finance for releasing the
government procurement information or through the media as designated by the finance department for releasing the government procurement
information;

(3)

The content of the government procurement information is clearly in violation of the provisions of the present Measures;

(4)

There is any obvious discrepancy in the substantial content of the same piece of information announced by two or more media designated
for releasing the government procurement information; or

(5)

Failing to announce the information within the prescribed time limit.

Article 31

Where a purchaser or procurement agency is under any of the following circumstances, its purchase shall be null and void, and it shall
be given a warning and be criticized by the finance department at the county level by circulating a notice. If the government procurement
agency is liable and the circumstances are serious, it shall be disqualified from undertaking the relevant businesses:

(1)

Restricting or repulsing the prospective bidders by using unreasonable requirements in the bid information; or

(2)

The announced information isn’t genuine. It contains false or deceitful content.

Article 32

Where a medium designated for releasing the government procurement information is under any of the following circumstances, it shall
be given a warning by the finance department of the people’s government at provincial level or above; when the circumstances are
serious, it shall, in pursuance of the law, be disqualified from acting as a medium designated for releasing the government procurement
information; if it gives rise to any pecuniary losses, it shall bear the corresponding liability to pay compensation according to
the law:

(1)

Charging information announcement fee in violation of the beforehand stipulation or in a disguised form;

(2)

Refusing to announce the information offered by an information provider without any reasonable ground;

(3)

Delaying the time for releasing the government procurement information without any reasonable ground;

(4)

Changing the substantial content of the information offered by an information provider while announcing the government procurement
information; or

(5)

Other acts against the management of government procurement information.

Article 33

Any entity or individual who illegally interferes with the release of government procurement information shall be ordered to make
corrections within a time-limit and be given a warning by the finance department of the people’s government at provincial level or
above; if it or he refuses to make corrections, it or he shall be transferred to the relevant organ and be subject to an obligation
or prosecution in pursuance with the law.

Article 34

Any entity or individual who finds that the release of government procurement information does not conform to the present Measures,
it or he shall be enpost_titled to file a complaint to and inform the finance department of the people’s government at the same level.
The relevant department shall handle it in accordance with the law.

Chapter VI Supplementary Provisions

Article 35

The finance departments at the provincial level may formulate specific implementation measures in accordance with the present Measures.

Article 36

The present Measures shall go into effect as of September 11, 2004. The Administrative Measures for Government Procurement Information
Announcements (No. 7[2000]) issued by the Ministry of Finance on September 11, 2000 shall be abolished simultaneously.

The Ministry of Finance
2004-08-11

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON AMENDING THE LAND ADMINISTRATION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

Order of the President of the People’s Republic of China

No.28

The Decision of the Standing Committee of the National People’s Congress on Amending the Land Administration Law of the People’s Republic
of China, which was adopted at the 11th session of the Standing Committee of the Tenth National People’s Congress of the People’s
Republic of China, is hereby promulgated, and shall be implemented as of the date of its promulgation.

President of the People’s Republic of China Hu Jintao

August 28, 2004

Decision of the Standing Committee of the National People’s Congress on Amending the Land Administration Law of the People’s Republic
of China

The 11th Session of the Standing Committee of the Tenth National People’s Congress decides to make the following revisions on the
Land Administration Law of the People’s Republic of China:

Paragraph 4 of Article 2 shall be amended as: “The state may make expropriation or requisition on land according to law for public
interests, but shall give compensations accordingly.”

The “Requisition” in paragraph 2 of Article 43 , Article 45 , 46, 47, 49, 51, 78, and 79 shall be amended as “Expropriation”

The present Decision shall be implemented as of the date of its promulgation.

The Land Administration Law of the People’s Republic of China shall be re-promulgated after being amended in accordance with the present
Decision.

Standing Committee of the National People’s Congress
2004-08-28

1...101112...29 Page 11 of 29

Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING RELEVANT ISSUES ON THE CONTROL OF FOREIGN EXCHANGES RELATING TO THE USE OF FOREIGN CAPITALS FOR NON-PERFORMING ASSET DISPOSAL OF FINANCIAL ASSET MANAGEMENT COMPANIES

MEASURES FOR THE ADMINISTRATION OF QUOTAS FOR COAL EXPORT

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING MATTERS RELATED TO STRENGTHENING THE ADMINISTRATION OF THE SPECIAL BILL OF PAYMENT OF IMPORT VAT AND THE INVOICE OF WASTE MATERIAL

PROVISIONS ON THE ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

AMENDMENTS TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA 2004

SAT REPLY ON HOW TO APPLY THE PROVISIONS ON DEDUCTION AND EXEMPTION OF ENTERPRISE INCOME TAX ON PURCHASE OF HOME-MADE EQUIPMENT BY FOREIGN-FUNDED ENTERPRISES WHOSE TOTAL INVESTMENT HAS NOT BEEN APPROVED

IMPLEMENTATION MEASURES FOR ADMINISTRATIVE RECONSIDERATION OF THE MINISTRY OF COMMERCE

DETAILED RULES FOR THE IMPLEMENTATION OF THE REGULATION OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF FOREIGN-FUNDED FINANCIAL INSTITUTIONS

ADMINISTRATIVE MEASURES FOR GOVERNMENT PROCUREMENT INFORMATION ANNOUNCEMENTS

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON AMENDING THE LAND ADMINISTRATION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

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