REGULATION ON THE ADMINISTRATION OF TOLL ROADS

the State Council

Order of the State Council of the People’s Republic of China

No.417

The Regulation on the Administration of Toll Roads, which was adopted at the 61st executive meeting of the State Council on August
18, 2004, is hereby promulgated, and shall go into effect as of November 1, 2004.

Premier of the State Council Wen Jiabao

September 13, 2004

Regulation on the Administration of Toll Roads

Chapter I General Provisions

Article 1

In order to strengthen the administration on toll roads, to regulate the toll collection acts on toll roads, to maintain the lawful
rights and interests of the business operators and users of toll roads, and to promote the development of highway industry, the present
Regulation is formulated in accordance with the Highway Law of the People’s Republic of China (hereinafter referred to as the Highway
Law)

Article 2

The “toll roads” as mentioned in the present Regulation, shall refer to the roads (including bridges and tunnels), which comply with
the Highway Law and the provisions of the present Regulation, and in which vehicle tolls are collected according to law upon approval.

Article 3

The people’s governments at all levels shall take positive measures to support and promote the development of highway industry. The
highway development shall focus on non-toll roads, and properly develop toll roads.

Article 4

No vehicle tolls may be charged on the road that is constructed through government investment or donation of social organizations
or individuals.

Article 5

No entity or individual may establish any booth or checkpoint on roads to collect vehicle tolls in violation of the Highway Law and
the provisions of the present Regulation.

Article 6

Any entity or individual shall have the right to refuse to pay vehicle tolls charged by any one who illegally sets up toll booth or
checkpoint on highways.

For the acts as illegally establishing tollbooths or checkpoints on highways, illegally collecting or using vehicle tolls, illegally
transferring the rights and interests in toll roads or illegally extending the time limit for toll collection, etc., any entity or
individual shall be enpost_titled to report to the departments of traffic, price or finance, etc. The department receiving such report
shall investigate into and handle it timely according to the division of functions. If it does not have the right to investigate
into and handle it, it shall transfer it immediately to the department that has such right. The department accepting the case shall
investigate into and handle it within 10 days from receipt of such report or the materials transferred.

Article 7

Upon approval, the business operator of any toll road shall have the right to collect vehicle tolls on vehicles passing through the
toll road according to law.

Vehicle tolls shall be exempted for the vehicles of troops and armed police troops, the police wagons with uniform marks which are
used for handling traffic accident, executing ordinary patrolling tasks or dealing with emergencies on toll roads under the jurisdiction
of a public security organ, and the vehicles used for execution of emergency rescue and relief tasks with the approval by the competent
communications department of the State Council and the people’s government of the province, autonomous region, and municipality directly
under the Central Government.

Vehicle tolls shall be exempted for combine harvesters and transportation combine harvesters (including rice transplanter) operating
across regions. No combine harvester may pass through freeways.

Article 8

No entity or individual may illegally interfere in the business management of any toll road in any form, or seize or embezzle vehicle
tolls collected by any business operator of any toll road according to law.

Chapter II Construction of Toll Roads and Setup of Toll Booths

Article 9

The construction of any toll road shall conform to the highway development plan of the state and the province, autonomous region,
and municipality directly under the Central Government, and be in accordance with the technical level and scale of the toll road
as prescribed by the present Regulation.

Article 10

The vehicle tolls for the road constructed by the competent communications department of the people’s government at or above the county
level through making use of loans or raising funds with compensation from enterprises or individuals (hereinafter referred to as
the roads whose loans are repaid by the government), road constructed with the investment of economic organizations both home and
abroad or whose toll rights on the road, with the loans of which being repaid by the government, are assigned in accordance with
the Highway Law (hereinafter referred to as the for-profit roads) may not be collected until it has been approved according to law.

Article 11

The principle of separating governmental functions from institution management shall be observed for the construction and management
of highways whose loans are repaid by the government, and a special non-profit corporate body shall be established according to law.

The competent communications department of any people’s government of the province, autonomous region, and municipality directly under
the Central Government may centralize the administration, grant and repayment of loans in respect to the roads within its own administrative
region whose loans are repaid by the government.

The for-profit road construction projects shall be announced to the general public, and the investors shall be chosen by way of bid
invitation or tendering.

The for-profit road shall be constructed, operated and managed by a legal person of road enterprise established according to law.

Article 12

The setup of tollbooths on toll roads shall be subject to the examination and approval of the people’s governments of the provinces,
autonomous regions, and municipalities directly under the Central Government in accordance with the following provisions:

No tollbooth may be established on the main lane of any highway and other closed toll roads apart from at the entry and exit ends,
unless it is really necessary to set up tollbooths between provinces, autonomous regions, and municipalities directly under the Central
Government. And

The space between two neighboring tollbooths shall be no less than 50 kilometers in the same main road of a non-closed toll road.

Article 13

Tolls shall be collected through computer network on highways and other closed toll roads, so as to reduce tollbooths and improve
traffic efficiency. The concrete measures for toll collection through computer network shall be formulated by the competent communications
department of the State Council together with the relevant departments of the State Council.

Article 14

The time limit for toll collection of any toll road shall be subject to the examination and approval of the people’s governments of
provinces, autonomous regions, and municipalities directly under the Central Government according to the following standards:

The time limit for toll collection of the road whose loans are repaid by the government shall be determined in accordance with the
principle of loans being repaid by the tolls collected and funds raised with compensation being repaid by the tolls collected. The
maximum time limit may not exceed 15 years. The maximum time limit for toll collection of the road whose loans are repaid by the
governments of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle and western
areas as determined by the state may not exceed 20 years. And

The time limit for toll collection of for-profit roads shall be determined in light of the principle of redemption of investment with
reasonable returns. The maximum time limit may not exceed 25 years. The maximum time limit may not exceed 30 years for toll collection
of for-profit roads of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle
and western areas as determined by the state.

Article 15

Hearings shall be conducted for charging standards of vehicle tolls in accordance with the price laws and administrative regulations,
and the examination and approval shall be conducted according to the following procedures:

The charging standards for roads whose loans are repaid by the government, after being checked by the competent communications department
of the people’s government of the province, autonomous region, and municipality directly under the Central Government together with
the competent price department and finance department of the corresponding level, shall be subject to the examination and approval
of the corresponding people’s government; And

The charging standard for for-profit roads, after being checked by the competent communications department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government together with the competent price department
of the corresponding level, shall be subject to the examination and approval of the corresponding people’s government.

Article 16

The charging standard for vehicle tolls shall be computed and determined in light of the technical level of the road, total investment,
local price indexes, time limit for repayment of loans or funds raised with compensation, time limit for redemption of investment,
volume of traffic and other factors. For vehicles that transport fresh and life farm products in the green passages prescribed by
the state, the charging standard for vehicle tolls may be lowered properly or exempted.

In case of constructing facilities having no relation with the management of toll roads, or constructing facilities and service facilities
for managing toll roads exceeding the standards, the expenses may not be regarded as the factor for determination of the charging
standard.

If it is necessary to adjust the charging standard for vehicle tolls, it shall be handled according to the procedures as prescribed
in Article 15 of the present Regulation.

Article 17

As to the tollbooths of any toll road, the time limit for toll collection, charging standard for vehicle tolls or the adjustment plan
of charging standard, which are examined and approved according to the procedures as prescribed by the present Regulation, the department
in charge of examination and approval shall submit the relevant documents for archival purposes to the competent communications department
and price department of the State Council within 10 days from the date of examination and approval. If the roads are those whose
loans are repaid by the government, the relevant documents shall also be filed with the finance department of the State Council within
10 days from the date of examination and approval.

Article 18

The following technical level and scale shall be complied with for the construction of toll roads:

For freeways, the consecutive mileage shall be more than 30 kilometers, excluding the freeways from the urban district to its airport.

For arterial roads, the consecutive mileage shall be more than 50 kilometers. And

For independent two-lane bridges or tunnels, the length shall be more than 800 meters; for independent four-lane bridges or tunnels,
the length shall be more than 500 meters.

No tolls shall be charged on roads whose technical level is two or less. But vehicle tolls may be collected upon approval according
to law on the secondary road whose consecutive mileage is more than 60 kilometers, and which is constructed by the provinces, autonomous
regions, and municipalities directly under the Central Government in the middle and western areas as determined by the state.

Chapter III Transfer of Rights and Interests in Toll Roads

Article 19

In case any rights and interests in any toll road are transferred according to the provisions of the present Regulation, it shall
be announced to the general public. The transfer shall be made in the way of bid invitation or tendering, and the business operators
shall be chosen fairly, justly and openly, and a transfer agreement shall be concluded in accordance with law.

Article 20

The rights and interests in a toll road shall include toll collection rights, advertisement operation rights, and service facilities
operation rights.

The legal rights and interests of investors shall be protected in accordance with law in the event of transferring the rights and
interests in any toll road.

Article 21

In case of transferring the toll collection rights of the rights and interests in the road whose loans are repaid by the government,
the transferor may apply for an extension of the time limit for toll collection, but the extension period shall not exceed five years.

The time limit for toll collection shall not be extended for transfer of toll collection rights of the rights and interests in for-profit
roads.

Article 22

Under any of the following circumstances, the toll collection rights of the rights and interests in a toll road may not be transferred:

The independent two-lane bridge and tunnel whose length is less than 1,000 meters;

Secondary roads; or

The time for toll collection has exceeded two thirds of the approved time limit for toll collection.

Article 23

The income from transfer of rights and interests in the roads whose loans are repaid by the government shall be turned in to the treasury,
and shall be used for road construction apart from being used for repayment of loans and funds raised with compensation.

Article 24

The concrete measures for the transfer of the rights and interests in a toll road shall be formulated by the competent communications
department of the State Council together with the development and reform department and finance department of the State Council.

Chapter IV Management of Toll Roads

Article 25

A toll road shall be checked before acceptance in accordance with the relevant state provisions after the completion of its construction.
No vehicle tolls may be collected until the road is qualified upon acceptance inspection.

No tolls may be collected during the construction of a toll road.

Article 26

The business operator of a toll road shall make routine inspection and maintenance on the toll road and the facilities along it according
to the standard and criterions as prescribed by the state, so as to ensure that the toll road be in a good technical state, and provide
high quality services for vehicles and personnel passing through it.

For the maintenance of a toll road, the construction and completion thereof shall be strictly in compliance with the time limit for
the maintenance. No one may postpone the maintenance construction by exceeding the time limit, nor may the construction affect the
safe passage of vehicles.

Article 27

The business operator of a toll road shall set up a bulletin board on an eye-catching place of a toll booth, specifying the name of
the toll booth, department of examination and approval, toll collection entity, charging standard, fixed number of year for starting
and ending toll collection, and telephone number for supervision, and other contents, etc., so as to accept public supervision.

Article 28

The business operator of a toll road shall set up traffic signs and markings according to the standards as prescribed by the state
and in light of the traffic status, facilities along the roads, and etc.

The traffic signs and markings shall be clear, accurate and easy to identify. The important passage information shall be indicated
repeatedly.

Article 29

The set up of a toll plaza shall comply with the requirements for safe driving of vehicles; the number of toll plazas shall comply
with the requirements for rushing through of vehicles, and shall not result in traffic jam.

Article 30

The staffing of toll attendants of any tollbooth shall be in keeping with the number of toll plazas and the traffic flow rate, no
toll attendant may be increased at will.

The business operator of a toll road shall strengthen vocational training and education of professional ethics on toll attendants
of the tollbooth, the toll collectors shall be polite and provide services up to the standard.

Article 31

In case of road damage, construction or occurrence of a traffic accident and other circumstances that may influence the normal and
safe driving of vehicles, the business operator of a toll road shall set up safety prevention facilities on the scene, and give indication
on speed limit or warnings on the entry and exit of the toll road, or give a public notice by making use of the variable information
board along the toll road and other facilities. If it results in a traffic jam, the business operator shall report to the relevant
department and assist in diverting the flow of traffic.

In case of a serious damage of any road, or bad weather conditions or major traffic accident and other circumstances that seriously
affect the safe passage of vehicles, the public security organs shall take such traffic control measures as restricting the driving
speed and closing the road according to law and in light of the circumstances. The business operator of a toll road shall actively
cooperate with the public security organs and timely announce the relevant traffic control information to the vehicles passing through
the road.

Article 32

The business operator of any toll road shall issue toll notes to the users of the toll road when collecting vehicle tolls. The toll
notes of the roads whose loans are repaid by the government shall be made and printed uniformly by (or under the supervision of)
the finance department of the people’s government of the province, autonomous region, and municipality directly under the Central
Government. The toll notes of for-profit roads shall be made and printed uniformly by (or under the supervision of) the taxation
department of the people’s government of the province, autonomous region, and municipality directly under the Central Government.

Article 33

The business operator of any toll road shall have the right to refuse the driving through of any vehicle that refuses to pay, escapes
the payment, or pays vehicle tolls less than it should pay according to law, and requires it to replenish the vehicle tolls that
should be paid.

No one may purposely block toll plazas, rush out of the tollbooth by force, assault and batter management personnel of any toll road,
destroy toll facilities or undertake other activities that disturb the order of toll road management for the purpose of refusing
to pay, escaping the payment of, or paying less vehicle tolls than he should pay.

In case of occurrence of the aforesaid acts disturbing the business management order of any toll road, the business operators of the
toll road shall report to the public security organs timely, and the public security organs shall handle it in accordance with law.

Article 34

No vehicle driving on any toll road may be overloaded.

Once finding that any vehicle is overloaded, the business operator of the toll road shall report to the public security organ immediately,
and the public security organ shall handle it in accordance with law.

Article 35

No business operator of any toll road may have the following acts:

Raising the charging standard of vehicle tolls without authorization;

Collecting additional fees or collecting as agent any other fees besides the charging standard for vehicle tolls;

Collecting by force or by other improper means vehicle tolls in a certain period per vehicle; or

Not issuing toll note, or issuing toll note that is not made and printed by (or under the supervision of) the finance department and
taxation department of the people’s government of the province, autonomous region, and municipality directly under the Central Government
or issuing invalid overdue toll notes.

If there is any of the preceding acts, the vehicle driving through a toll road shall have the right to refuse the payment of vehicle
tolls.

Article 36

The income from vehicle tolls collected by the operators of any road whose loans are repaid by the government shall be deposited into
the special financial account in full, and the income management shall be strictly separated from expense management.

The vehicle tolls of the road whose loans are repaid by the government shall be used in full for repayment of loans and funds raised
with compensation except that the necessary overhead and maintenance fees shall be outlaid from the budget of vehicle tolls approved
by the finance department, and shall not be diverted for other purpose.

Article 37

In case the time limit for toll collection of any toll road expires, the toll collection shall be terminated.

In case the loans and the funds raised with compensation have been paid off before the end of the time limit for toll collection of
the road whose loans are repaid by the government, the toll collection shall be terminated.

In case toll collection is terminated in any toll road in accordance with the provisions of the preceding two paragraphs, the relevant
people’s government of the province, autonomous region, and municipality directly under the Central Government shall give a notice
to the general public, specifying the date for termination of toll collection, and accept social supervision.

Article 38

The competent communications department of the people’s government of any province, autonomous region, or municipality directly under
the Central Government shall make appraisal and acceptance check on any toll road six months before the termination of toll collection
of the toll road. If, after appraisal and acceptance check, the road has complied with the technical level and standard verified
at the time of obtaining the rights and interests in the road, the business operator of the toll road may go through formalities
for transfer of the road with the competent communications department in accordance with the relevant state provisions. If it does
not comply with the technical level and standard assessed at the time of obtaining the rights and interests in the toll road, the
business operator of the toll road shall make maintenance within the time limit as determined by the competent communications department,
and the formalities for transfer of the road cannot be handled as required until the requirements have been met.

Article 39

After toll collection is terminated in a toll road, the business operator of the toll road shall dismantle the toll facilities within
15 days from the date of termination of toll collection.

Article 40

No entity or individual may force any vehicle to drive through any toll road by means of closing or blocking non-toll roads or setting
up blocks on non-toll roads to collect tolls.

Article 41

The business operator of a toll road shall provide the statistical materials and the relevant conditions in time according to the
requirements of the competent communications department of the State Council and that of the people’s government of the province,
autonomous region, and municipality directly under the Central Government.

Article 42

The maintenance and virescence of a toll road, and the water and soil conservation and road affairs management within the land use
scope of the road, shall be implemented in accordance with the relevant provisions of the Highway Law.

Article 43

The competent communications department of the State Council and those of the people’s governments of the provinces, autonomous regions,
and municipalities directly under the Central Government shall conduct supervision over and inspection on toll roads, urge the business
operators of toll roads to fulfill duty of maintenance, virescence of toll roads and water and soil conservation within the land
use scope of the roads.

Article 44

The auditing organs shall strengthen audit supervision over toll roads in accordance with law, and make investigation into and deal
with illegal acts according to law.

Article 45

When conducting supervision over and inspection on the toll road according to law, no administrative law enforcement organ may charge
any fees from the business operator of any toll road.

Article 46

The people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government shall announce
to the public such information as the name of toll roads and tollbooths within their administrative districts, toll collection entities,
charging standard, and time limit for toll collection, etc. to accept social supervision.

Chapter V Legal Liabilities

Article 47

If anyone approves without authorization the construction of any toll road, tollbooth, time limit for toll collection, charging standards
for vehicle tolls, or transfer of rights and interests in any toll road in violation of the provisions of the present Regulation,
the people’s government of the province, autonomous region, and municipality directly under the Central Government shall order it/him
to make corrections, and impose such administrative punishments as recording a special demerit or even dismissing the responsible
person in charge and other directly liable personnel. If a crime is constituted, he shall be prosecuted for the criminal liabilities
according to law.

Article 48

If any local people’s government or the relevant department and any of their staff members illegally interferes with the business
management of any toll road in violation of the present Regulation, or seizes or embezzles vehicle tolls collected by the business
operator of the toll road, the upper level people’s government or the relevant department shall order it/him to stop the illegal
interference, return the vehicle tolls it/he has seized or embezzled, and give the responsible person in charge and other directly
liable personnel such administrative punishments as recording a special demerit or even dismissing him according to law. If a crime
is constituted, he shall be prosecuted for the criminal liabilities according to law.

Article 49

If any one sets up any tollbooth or checkpoint to collect vehicle tolls without authorization or fails to terminate the toll collection
that he/it should terminate in violation of the present Regulation, the competent communications department of the State Council
or that of the people’s government of the province, autonomous region, and municipality directly under the Central Government shall
ex officio order him/it to make corrections, and force him/it to dismantle the toll facilities. The illegal gains shall be confiscated
if any, and a fine of two times up to five times the illegal gains shall be imposed upon him/it. If there are illegal gains, a fine
of RMB 10,000 Yuan up to 50,000 Yuan shall be imposed. And if the responsible person in charge and other directly liable personnel
are state functionaries, they shall be given such administrative punishments as recording a special demerit or even dismissed.

Article 50

If any one violates the provisions of the present Regulation under any of the following circumstances, the competent communications
department of the State Council or that of the people’s government of the province, autonomous region, and municipality directly
under the Central Government shall ex officio order it/him to make corrections, and impose a fine of RMB 50,000 Yuan up to 200, 000
Yuan in light of the circumstances:

The setup of any tollbooth does not comply with the standards or the position of the tollbooth is altered without authorization;

Failing to make routine inspection and maintenance on any toll road and the facilities along it according to the standards and criterions
prescribed by the state;

Failing to set up traffic signs and markings properly in accordance with the relevant state provisions;

The setup of crossings does not comply with the requirements for safe driving of vehicles or the number of crossings does not comply
with the requirements for the rapid passing through of vehicles;

Failing to set up safety and prevention facilities as required or to give indication or public notice when meeting such circumstances
as road damage, construction or occurrence of traffic accidents and other circumstances that may influence the normal and safe driving
of vehicles, or failing to divert the flow of traffic in time in case of a traffic jam; or

Failing to announce timely the information on restricted speed or closing of toll roads that should be announced.

Article 51

If any business operator of any toll road fails to issue notes in violation of the present Regulation when collecting tolls, or issues
notes that are not made and printed by (or under the supervision of) the finance or taxation department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government, or issues invalid overdue notes, the
department of finance or taxation shall order him/it to make corrections, and impose a fine of RMB 100,000 Yuan up to 500,000 Yuan
in light of the circumstances. If the responsible person in charge and other directly liable personnel are state functionaries, they
shall be given the administrative punishment of recording a special demerit or even dismissed. If a crime is constituted, they shall
be prosecuted for the criminal liabilities.

Article 52

If any manager of the road whose loans are repaid by the government fails to deposit the vehicle tolls in full in the special financial
account or fails to turn in the income gained from transfer of rights and interests in roads whose loans are repaid by the government
in full to the state treasury in violation of the present Regulation, the department of finance shall order the operator to deposit
or turn in and to supplement the amount due. The responsible person in charge and other directly liable personnel shall be given
the administrative punishment of recording a special demerit or even dismissed according to law.

In case the department of finance fails to have the vehicle tolls of the road whose loans are repaid by the government or the income
gained from transfer of the rights and interests in the road whose loans are repaid by the government used for repayment of loans
or funds raised with compensation, or diverts for other purposes the vehicle tolls or income from the transfer of rights and interests
in the road whose loans are repaid by the government, the people’s government of corresponding level shall order it/him to repay
the loan and the funds raised with compensation, or order it/him to return the diverted vehicle tolls and the income gained from
transfer of the rights and interests of the road whose loans are repaid by the government. And the responsible person in charge and
other directly liable personnel shall be given the administrative punishment of recording a special demerit or even dismissed. If
a crime is constituted, it/he shall be prosecuted for the criminal liabilities according to law.

Article 53

If, after the termination of toll collection of any toll road, the business operator of the toll road fails to dismantle toll facilities
in time in violation of the present Regulation, the competent communications department of the people’s government of the province,
autonomous region, and municipality directly under the Central G

INTERIM MEASURES FOR THE ADMINISTRATION OF SUBORDINATED TERM DEBTS OF INSURANCE COMPANIES

China Insurance Regulatory Commission

Order of China Insurance Regulatory Commission

No.10

The Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies, deliberated and adopted at the office
meeting of the chairman of China Insurance Regulatory Commission on September 20, 2004, are hereby promulgated and shall come into
force as of the date of promulgation.

Chairman of China Insurance Regulatory Commission Wu Dingfu

September 29, 2004

Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies

Chapter I General Provisions

Article 1

With the view of regulating acts of insurance companies for their directional collection, transfer and repayment of principals and
interests of subordinated term debts (hereinafter referred to as “subordinated debts”) as well as information disclosure, and ensuring
the solvency of insurance companies, the present Measures are formulated pursuant to the Company Law of the People’s Republic of
China, the Insurance Law of the People’s Republic of China and the relevant laws and administrative regulations. .

Article 2

The “insurance companies” as mentioned in the present Measures shall refer to the Chinese funded insurance companies, Sino-foreign
joint venture insurance companies and solely foreign owned insurance companies established within the territory of China according
to the Chinese law.

Article 3

The “subordinated debts of an insurance company” as mentioned in the present Measures shall refer to the debts of an insurance company,
which are collected directionally by the insurance company upon approval and whose time limit is five years or more. The repayment
order of the principal and interests of subordinated debts is ranked after the liabilities in the insurance policy and other liabilities
and before the share right capital of the insurance company.

Article 4

China Insurance Regulatory Commission (hereinafter referred to as the CIRC) shall according to law make supervision and administration
on such acts of an insurance company as its directional collection, transfer, repayment of principals and interests of subordinated
debts and information disclosure.

Article 5

The insurance company that collects subordinated debts directionally (hereinafter referred to as the “raiser”) shall do management
steadily to improve the solvency and protect the lawful rights and interests of the creditors of subordinated debts.

Chapter II Directional Collection

Article 6

When collecting subordinated debts directionally, an insurance company shall meet the conditions of the present Measures and report
to the CIRC for examination and approval.

Article 7

When applying for directional collection of subordinated debts, an insurance company shall meet the following requirements:

The audited net assets at the end of the latest year shall be not lower than 500 million Yuan;

After collection, the accumulated amount of unpaid principals and interests of subordinated debts shall not exceed the un-audited
net assets of the insurance company at the end of the latest year;

The company has good corporate governance structure;

The internal control system of the company is perfect and can be kept to strictly;

The assets of the company are not impropriated by any natural person, juridical person or other organization and affiliated party
that has actual control rights;

The company has no acts in violation of laws and regulations in the last two years; and

Other conditions as prescribed by the CIRC.

Article 8

The subordinated debts of an insurance company shall be collected directionally from qualified investors.

The “qualified investor” shall refer to the investor who has independent analysis capability and risk tolerance capability of purchasing
subordinated debts, including domestic legal persons and overseas investors but excluding:

Company under the control of a raiser; and

Company under the control of the same third party with the raiser.

Article 9

The subordinated debts held by a single shareholder of the raiser and the controlling party of the shareholder shall not exceed 10%
of the amount of collection in a single time or 10% of the accumulated amount, and the held proportion of the amount of collection
for a single time or of the accumulated amount shall not be the highest. The accumulated subordinated debts held by all the shareholders
of the raiser and the controlling party of all the shareholders shall not exceed 20% of the amount of collection for a single time
or 20% of the accumulated amount of collection.

The proportions of subordinated debts mutually held by any insurance company that has the qualification of a qualified investor and
any insurance capital management company shall accord with the relevant provisions of the CIRC.

Article 10

The capital obtained by an insurance company from collection of subordinated debts may be reckoned in the attached capital, but shall
not be used to make up the daily management loss of the insurance company.

The amount of subordinated debts that may be reckoned in the attached capital as determined by an insurance company shall accord to
the relevant provisions on rules for compilation of solvency reports as promulgated by the CIRC.

Article 11

The raiser shall retain law firms to issue legal opinions on the collection of subordinated debts of the current time.

The legal opinions shall clearly state opinions on the legitimacy and compliance of such matters as the collection conditions, collection
plans, collection clauses, credit rating and etc.. The law firm shall issue legal opinions objectively and fairly and undertake the
corresponding liability.

Article 12

The raiser may retain credit rating institutions to make credit rating on the subordinated debts of the current time.

The credit rating institution shall issue the relevant report documents objectively and fairly and undertake the corresponding liability.

Article 13

The raiser may collect subordinated debts itself or by entrusting it to an institution that has qualification for undertaking securities
underwriting business.

Article 14

The board of directors of an insurance company shall make plans for the collection of subordinated debts. And in the shareholders’
meeting special resolution on the following matters concerned shall be made:

The scale, time limit, interest rate and objects of collection;

The purpose of the fund collected;

The period of validity of the resolution on the collection of subordinated debts; and

Other important matters related to the collection of the subordinated debts of the current time.

Article 15

When applying for collection of subordinated debts, the insurance company shall submit the following documents to the CIRC:

The application report for collection of subordinated debts;

The special resolution of the shareholders’ meeting on the collection of subordinated debts of the current time;

The feasibility study report;

The feasibility study report shall include the following contents:

(1)

The analysis on the cost and benefit of the subordinated debts (the scale and time limit of the fund collected, pricing of the debts
and cost analysis, the use of the fund collected, the prediction of income, influence to the solvency, etc.); and

(2)

The confirmation of the targeted creditor and its/his status.

The prospectus of collection;

The text of the agreement or contract of the subordinated debts and the legal opinions thereof;

The annual financial reports after audit and the solvency reports of the company in the past three years and the financial reports
and the solvency reports at the end of the latest quarter;

The total amount of unpaid subordinated debts that have been collected and the use circumstance of the fund collected;

The subordinated debts management plan made by the raiser;

Other important contracts related to the collection of the subordinated debts; and

10.

Other materials that shall be provided as required by the CIRC.

Where an insurance company has made credit rating on the subordinated debts collected at the current time, it shall also submit the
credit rating report of the subordinated debts.

Article 16

The raiser shall report the collection conditions to the CIRC within 10 workdays after the end of the collection of the subordinated
debts and submit the photocopy of the subordinated debt contract concluded with the creditors of the subordinated debts to the CIRC.

Article 17

No subordinated debts may be redeemed ahead of schedule except otherwise specified by the CIRC.

Chapter III Repayment of Debts

Article 18

Only when it can ensure that the solvency adequacy ratio after repayment of the principals and interests shall be not less than 100%,
the insurance company may repay the principals and interests of any subordinated debts.

Article 19

In case it is necessity to postpone any subordinated debts, the raiser shall put forward a proposal on the time limit for the deferment,
adjustment of interest rate and etc. and win consent of the creditor of the subordinated debts.

The raiser shall report the deferment circumstance to the CIRC within 5 workdays after signing deferment agreement with the creditor
of the subordinated debts and submit the photocopy of the text of the relevant contracts to the CIRC.

Article 20

The raiser shall manage the funds of subordinated debts collection in a special account and use the funds collected strictly pursuant
to the purpose of the funds collected in the feasibility study report and the subordinated debt management plan.

Article 21

No raisers may distribute profits to any shareholder during the period that it/he fails to repay the principals and interests of the
subordinated debts on schedule.

Chapter IV Information Disclosure

Article 22

The contents and the making and promulgation of such information disclosure documents as the subordinated debts prospectuses, special
topic financial reports and notices of major matters concerned and etc. shall comply with the relevant provisions of the CIRC.

Article 23

The insurance company shall make prospectus and other information disclosure documents according to the relevant provisions of the
CIRC for collection of subordinated debts and ensure that all the information that has substantial influence to the collection objects
is disclosed truthfully, accurately, completely and timely. But no information may be published in the media openly or in disguised
forms.

No raisers or relevant parties concerned may mislead any investor in any way to purchase any subordinated debts.

Article 24

The raiser shall give indication to the investor in the eye-catching place of the prospectus that: “When purchasing the current subordinated
term debts, the investor shall carefully read the prospectus and the relevant information disclosure documents and make independent
investment judgment. The approval of China Insurance Regulatory Commission for the collection of the current subordinated term debts
neither indicates that it has made any appraisal on the investment value of the current debts, nor does it indicate that it has made
any judgment on the investment risk of the current debts”.

Article 25

The raiser shall clarify in the collection clause of the prospectus the following promises:

Only when the raiser can ensure that the solvency adequacy ratio be not less than 100% after such repayment, it can repay the principals
and interests of the subordinated debts;

If the raiser isn’t capable of paying interests or repaying principals on time, the creditor does not have the right to apply to the
court for implementation of bankruptcy and repayment to the raiser; and

After the raiser enters into the bankruptcy liquidating procedures according to law, the order of repayment of the principals and
interests of the subordinated debts shall be ranked after all the non-subordinated debts.

Article 26

The collection clause in the prospectus of collection shall be concrete and clear, and shall fully disclose the provisions to the
investors on the collection, redemption, deferment of the subordinated debts and the repayment of principals and interests of the
present Measures and specify the rights and obligations of both parties of the subordinated debts. The contents of the stipulated
clauses may not violate laws, administrative regulations and the mandatory provisions of the CIRC.

The prospectus of collection shall at least include the following contents:

The scale, time limit (starting time and termination time), interest rate and objects of the collection of the subordinated debts;

The purpose of the fund collected;

The legal conditions, time, procedures and ways for repayment of principals and interests;

The transfer and redemption ahead of schedule of the subordinated debts;

The liability of the raiser and the creditor of the subordinated debts result from their breach of contract; and

Intermediary institutions and their liability.

Where any raiser has made credit rating on the collection of the current subordinated debts, such contents as the credit rating reports
and arrangement for follow-up rating shall also be included in the prospectus.

Article 27

During the period of existence and extension of the subordinated debts, the raiser shall disclose the subject financial reports of
the subordinated debts in the previous year to the creditor of the subordinated debts within 4 months after the end of each fiscal
year. The report shall at least include the following contents:

The audited financial statements;

The audited solvency quotas statement, the computation sheet for the minimum solvency quotas, the recognized assets statement and
the recognized liabilities statement;

The payment of the principals and interests of the debts;

The purpose of the fund collected;

The items such as major investment and associated transactions that influence the repayment of the principals and interests of the
subordinated debts; and

Other information that has great influence on the creditor of the subordinated debts.

Where the raiser has made follow-up rating, the circumstances of follow-up rating shall also be included.

Article 28

In case any of the following circumstances happens to a raiser, the creditor of the subordinated debts shall be notified in time:

There occurs a great unfavorable alteration in its solvency status;

It is estimated that it is difficult to repay the interests or principal of the due subordinated debts;

Signing of guaranty contracts and other important contracts that may have great influence on the repayment of principals and interests
of the subordinated debts;

Happening with great losses or being suffered with great losses exceeding more than 10% of the net assets;

Happening with major arbitration and litigation;

Decreasing of capital, merging, dividing, dissolving and applying for bankruptcy; or

Planning to make major reorganization of debts.

Chapter V Supervision and Administration

Article 29

For any insurance company that violates the provisions of the present Measures, the CIRC may charge it to make correction within a
prescribed time limit or take the following supervision measures according to circumstances:

To charge the company to dismiss and replace the senior managers of the insurance company who are directly liable and other directly
liable personnel;

Not to accept the application of insurance companies for the collection of subordinated debts any longer within three years;

To suspend the determination of the amount of subordinated debts that may be reckoned in the attached capital of the insurance company;
and

To form the rectification organization according to law to make rectification on insurance companies.

Article 30

Where any insurance company violates the provisions of the present Measures, impairs public interests and may seriously endanger or
has endangered its solvency, the CIRC may take over the insurance company according to law.

Article 31

Where any insurance company and its senior managers directly liable and other directly liable personnel violate the provisions of
the present Measures, the CIRC shall give them warnings, impose a fine of 5,000 Yuan up to 30,000 Yuan singly or concurrently. If
any of them is suspected of committing a crime, it/he shall be transferred to the judicial department and subject to criminal liability
according to law.

Chapter VI Supplementary Provisions

Article 32

The power to interpret and revise the present Measures shall remain with the CIRC.

Article 33

The present Measures shall come into force as of the date of promulgation.

China Insurance Regulatory Commission
2004-09-29

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING EXTENSION OF THE OPERATION PILOT OF LONG TERM FOREIGN EXCHANGE SETTLEMENT AND SALES

State Administration of Foreign Exchange

Circular of State Administration of Foreign Exchange concerning Extension of the Operation Pilot of Long Term Foreign Exchange Settlement
and Sales

Hui Fa [2004] No.103

October 13, 2004

Branch bureaus and foreign exchange administration departments under State Administration of Foreign Exchange of various provinces,
autonomous regions and municipalities directly under the Central Government, branch bureaus in the municipalities of Shenzhen, Dalian,
Qingdao, Xiamen and Ningbo and the Chinese designated foreign exchange banks,

In order to meet the requirements of China opening up and deepening of the financial reform, satisfy the market demand for enterprises
to evade the risks of foreign exchange rate and further develop China foreign exchange market, in accordance with the Regulations
of the People’s Republic of China on the Management of Foreign Exchange, Interim Measures for the Administration of People’s Bank
of China on the Operation of Settlement and Sales of Long Term Foreign Exchange and other relevant provisions, relevant issues regarding
extension of the operation pilot of long term foreign exchange settlement and sales are hereby notified as follows:

Access Requirements

The designated foreign exchange banks which meet the following requirements can apply for the operation of long term foreign exchange
settlement and sales:

(1)

having obtained the operation qualification for settlement and sales of foreign exchange two years at least (including two years);

(2)

able to seriously implement the administrative provisions of State Administration of Foreign Exchange on the operation of settlement
and sales of foreign exchange, and having no record of material violation of the laws and regulations governing the operation of
settlement and sales of foreign exchange within first two years after submitting the application;

(3)

the operation amount of settlement and sales of foreign exchange of the whole bank in the previous year is over 20 billion USD (including
20 billion USD);

(4)

possessed of strong ability of inter-bank borrowing of local/foreign currency;

(5)

possessed of sound and uniform risk management system, internal control system and other relevant operation regulations of the operation
of long-term foreign exchange settlement and sales;

(6)

possessed of complete technical support system of disposal and risk real-time management of the operation of long-term foreign exchange
settlement and sales;

(7)

possessed of the technical support system of settlement and sales of long term foreign exchange rate, position pooling and issuing
the relevant report forms required by State Administration of Foreign Exchange; and

(8)

other requirements stipulated by State Administration of Foreign Exchange.

Approval Procedures

(1)

Application for the operation of long term foreign exchange settlement and sales by designated foreign exchange banks should abide
by the approval principle of legal person.The applications of policy banks inside China, wholly state-owned commercial banks and
shareholding commercial banks shall be filed by their head offices to State Administration of Foreign Exchange.The application of
city commercial banks inside China, rural commercial banks and other Chinese designated foreign exchange banks shall be directly
filed by their head offices, and the application of foreign banks shall be filed directly by main reporting banks inside China to
branch bureaus of SAFE where they are located, examined by branch bureaus of the SAFE where they are located and be submitted to
the State Administration of Foreign Exchange for approval.

(2)

Where the branches of the designated foreign exchange banks inside China are engaged in the operation of long-term foreign exchange
settlement and sales, the administrative measures that legal person conducts authorization and the branches put on record shall be
abided by.Application for putting on record should be made to branch bureaus of the SAFE where they are located based on the written
authorization documents of head office, qualification certificate of foreign exchange settlement and sales and the approval documents
of State Administration of Foreign Exchange.Until the approval and record by branch bureaus of the SAFE where they are located, the
operation of long-term foreign exchange settlement and sales cannot be launched.

(3)

Sub branch bureaus of the SAFE where they are located shall examine the time limit and legitimacy of business of foreign exchange
settlement and sales operation of the branches of the bank within 20 working days after receiving the material for record of the
bureaus of the bank in accordance with the provisions of Article 1 (1), (2) of the present Circular.Those who satisfy the requirements
can be recorded and the approval and record result should be reported to the International Revenue and Expenditure Department of
State Administration of Foreign Exchange.

Application Documents

The following documents should be submitted if the designated foreign exchange banks apply for the operation of long-term foreign
exchange settlement and sales:

(1)

The application report and feasibility report satisfying the foregoing access requirements;

(2)

License of the operation of foreign exchange settlement and sales;

(3)

Internal administrative rules and systems on the operation of long-term foreign exchange settlement and sales, including:

Administrative provisions of risk exposure of long-term foreign exchange settlement and sales operation;

Administrative provisions of position covering of long-term foreign exchange settlement and sales operation;

Administrative provisions of power limit of long-term foreign exchange settlement and sales operation;

Basic operation provisions of long term foreign exchange settlement and sales operation; and

Accounting provisions of long term foreign exchange settlement and sales.

(4)

Setting and function explanation on technical support system of long term foreign exchange settlement and sales operation; and

(5)

other documents and materials required by State Administration of Foreign Exchange.

The Scope of Business

The following revenue and expenditure of foreign exchange of the institutions inside China can make the application for the operation
of long-term foreign exchange settlement and sales to the banks:

(1)

revenues and expenditure under the trade item;

(2)

revenues and expenditure under the service trade and income items;

(3)

reimbursing foreign exchange loans of the bank itself;

(4)

reimbursing the loan inside China registered by State Administration of Foreign Exchange.

The contract cannot be repeatedly reached based on the same revenues and expenditure of foreign exchange.

The Administration of Business

Besides the principle of real need, the following administrative regulations should be abided by if the designated foreign exchange
banks handle long-term foreign exchange settlements and sales operation:

(1)

Approval of the authenticity of the content of the long term foreign exchange settlements and sales contract should by strengthened
if the designated foreign exchange banks handle long term foreign exchange settlements and sales operation.The revenue and expenditure
of foreign exchange need to be pre-examined and approved by foreign exchange bureaus according to the relevant regulations of the
administration of foreign exchange settlement and sales should be examined the banks based on the valid certificate provided by the
institutions inside China which signed the long term foreign exchange settlement and sales contract in accordance with the administrative
regulations of settlement and sales of foreign exchange;

(2)

If the long-term foreign exchange settlements and sales contract expires, all relevant certificates should be provided by the institutions
inside China according to the administrative requirements of settlement and sales of foreign exchange.After examining the completion
and the authenticity of the documents provided by the institutions inside China, the formalities of the implementation of long term
contract can be done with the institutions inside China; If the institutions inside China cannot provide all effective certificates
in time, the long term contract cannot be implemented and the institutions inside China should shoulder the responsibilities of breach
of the contract.

(3)

The operation of long term foreign exchange settlement and sales should be handled according to the provisions of the contract regarding
the origin of foreign exchange revenue and the purpose of the foreign exchange expenditure.The institutions inside China cannot offset
by using other foreign exchange revenue and expenditure.If foreign exchange revenue and expenditure is inconsistence with the provisions
of the contract, the institutions inside China are regarded as breach of the contract.

(4)

In the two provisions abovementioned, if the default of long term foreign exchange settlement and sales contract is caused by the
institutions inside China, the banks can require the institutions inside China shoulder the caused damage.

Long Term Price-fixing

Settlement and sales of long-term foreign exchange rate is based on the supply and demand of the market and price should be uniformly
fixed with negotiation of the banks which operate the long-term foreign exchange settlement and sales.State Administration of Foreign
Exchange is in charge of the supervision and administration of the price-fixing methods of settlement and sales of long-term foreign
exchange rate.

Period Composing

The maximum period of the contract of long-term foreign exchange settlement and sales operation reached by the designated foreign
exchange banks and the institutions inside China is one year (including one year).The period composing within one year can be confirmed
by the designated foreign exchange banks of their own.

Position Supervision

State Administration of Foreign Exchange administers the designated foreign exchange banks handling the operation of long-term foreign
exchange settlement by implementing integrated position and checks and adjusts integrated position limitation upon the application
of the head offices of all banks.

The designated foreign exchange banks should daily report and submit the daily report forms of integrated position and other relevant
report forms to State Administration of Foreign Exchange in accordance with Circular of State Administration of Foreign Exchange
concerning Adjustment of Bank Reporting of Foreign Exchange Settlement and Sales Position (Hui Fa [2003] No.133).

Business Scrutiny and Sanction

State Administration of Foreign Exchange will irregularly inspect and spot-check the operation of long-term foreign exchange settlement
and sales handled by the designated foreign exchange banks.If there is any of the following activities, State Administration of Foreign
Exchange and its branch bureaus will make the sanctions including fine, withdrawal of the operation qualification and etc.according
to the Regulations of the People’s Republic of China on the Management of Foreign Exchange and the relevant regulations of settlement,
sales and payment of foreign exchange.

(1)

in case that the banks violates the provisions of the present Circular and fails to strictly examine the effective certificate of
the institutions inside China;

(2)

in case that the relevant administrative provisions of position are violated or the relevant report forms fail to be reported and
submitted on time;

(3)

in case that the banks handle the operation of long term foreign exchange settlement and sales without the approval of People’s Bank
of China and State Administration of Foreign Exchange.

The present Circular shall be implemented as of November 1, 2004 and interpreted by State Administration of Foreign Exchange.The branch
bureaus of State Administration of Foreign Exchange shall forward the present Circular to their sub-branches and commercial banks
(including foreign banks) upon receiving the present Circular.Problems encountered in the course of implementation of the present
Circular shall be promptly reported to the State Administration of Foreign Exchange.

Contact entity: The International Revenue and Expenditure Department of State Administration of Foreign Exchange

Contact Telephone: (010) 68402160

State Administration of Foreign Exchange
2004-10-13

INTERIM MEASURES FOR THE ADMINISTRATION OF STOCK INVESTMENT OF INSURANCE INSTITUTIONAL INVESTORS

China Insurance Regulatory Commission, China Securities Regulatory Commission

Order of China Insurance Regulatory Commission and China Securities Regulatory Commission

No. 12

Interim Measures for the Administration of Stock Investment of Insurance Institutional Investors enacted by China Insurance Regulatory
Commission together with China Securities Regulatory Commission, are hereby promulgated and shall come into force as of the day of
promulgation.

President of China Insurance Regulatory Commission, Wu Dingfu

President of China Securities Regulatory Commission, Shang Fulin

December 24, 2004

Interim Measures for the Administration of Stock Investment of Insurance Institutional Investors

Chapter I General Provisions

Article 1

The present Measures are formulated according to the “Insurance Law of the People’s Republic of China”, the “Securities Law of the
People’s Republic of China” and other laws and administrative regulations for the purpose of strengthening the administration of
stock investment business by insurance institutional investors, regulating investment activities, preventing investment risks and
guaranteeing the interests of insurants.

Article 2

Insurance institutional investors mentioned in the present Measures shall mean insurance companies or insurance asset management companies
that meet the conditions prescribed by China Insurance Regulatory Commission (hereinafter referred to as CIRC) and engage in stock
investment. Insurance group companies and insurance holding companies engaging in stock investment shall be governed by the present
Measures.

Stock investment mentioned in the present Measures shall mean the activity that an insurance institutional investor engages in or
entrusts a qualified institution to engage in the trading of stocks, bonds of convertible companies and other stock market products.

Stock asset trusteeship mentioned in the present Measures shall mean the activity that an insurance company concludes, according to
the relevant provisions of CIRC, a trusteeship agreement with a commercial bank or other professional financial institution, who
is entrusted by the insurance company to keep in custody of the stocks and the funds for investment in stocks, to be responsible
for the settlement and transaction, valuation of assets, investment supervision and etc.

Article 3

When investing in stocks, An insurance institutional investor shall set up an independent trusteeship mechanism, follow the principles
of prudence, safety and value increase, as well as independently operate the business and bear the risks, profits and losses by itself.

Article 4

The CIRC and China Securities Regulatory Commission (hereinafter referred to as CSRC) shall, according to their respective duties,
conduct supervision and administration over the stock investment activities carried out by insurance institutional investors.

Chapter II Qualification Requirements

Article 5

An insurance asset management company shall, if it accepts the entrust to engage in stock investment, meet the following conditions:

(1)

Its internal management system and risk control system accord with the “Guide to Risk Control on Utilization of Insurance Funds”;

(2)

It has found an independent trading department;

(3)

Its relevant senior managers and major operating personnel meet the requirements prescribed in the present Measures;

(4)

It has professional investment analysis system and risk control system; and

(5)

Other conditions prescribed by the CIRC.

Article 6

An insurance company meeting the following conditions may, with approval of the CIRC, entrust a relevant insurance asset management
company which meets the conditions prescribed in Article 5 of the present Measures to engage in stock investment:

(1)

Its solvency accords with the relevant provisions of the CIRC;

(2)

Its internal management system and risk control system accord with the “Guide to Risk Control on Utilization of Insurance Funds”;

(3)

It has found a special department responsible for entrustment of insurance funds;

(4)

The relevant senior managers and major operating personnel meet the requirements prescribed in the present Measures;

(5)

It has set up a mechanism for stock asset trusteeship;

(6)

It has no investment records that severely violate laws or rules during the last three years; and

(7)

Other conditions prescribed by the CIRC.

Article 7

An insurance company meeting the following conditions may, with approval of the CIRC, directly engage in stock investment:

(1)

Its solvency accords with the relevant provisions of the CIRC;

(2)

Its internal management system and risk control system accord with the “Guide to Risk Control on Utilization of Insurance Funds”;

(3)

It has found a professional fund utilization department;

(4)

It has found an independent trading department;

(5)

It has set up a mechanism for stock asset trusteeship;

(6)

The relevant senior managers and major operating personnel meet the requirements prescribed in the present Measures;

(7)

It has professional investment analysis system and risk control system;

(8)

It has no investment records that severely violate laws or rules during the last three years; and

(9)

Other conditions prescribed by the CIRC.

Article 8

An insurance company that applies for directly engaging in or entrusting an insurance asset management company to engage in stock
investment shall submit the following documents and materials to the CIRC in triplicate:

(1)

The application letter;

(2)

The board resolution on stock investment;

(3)

Its internal management system, risk control system and the condition on the setup of its internal frameworks;

(4)

Relevant materials on stock asset trustees and the draft of the trusteeship agreement;

(5)

The list and resumes of the relevant senior managers and major operating personnel;

(6)

The financial statements of the company of the latest three years which have been audited by an accounting firm;

(7)

The existing trading seats, securities accounts and fund accounts;

(8)

Its stock investment strategies, which shall at least state the idea of stock investment, investment targets and the direction of
investment combination; and

(9)

Other documents and materials prescribed by the CIRC to be provided.

In case an insurance company applies for directly engaging in stock investment, it shall submit the statement on the investment analysis
system and risk control system in addition.

Article 9

When examining the application of an insurance company for directly engaging in or entrusting an insurance asset management company
to engage in stock investment, the CIRC shall make a decision on whether or not to approve the application within 20 days as of receipt
of the complete application documents and materials. If the CIRC decides not to approve the application, it shall notify the applicant
in written form and state the reason thereof.

When considering it necessary, the CIRC may conduct expert appraisal on the application proceedings of the insurance company and shall
notify the insurance company in written form of the time needed by the expert appraisal.

Article 10

Where an insurance company directly engages in stock investment, it shall, within 10 days after completing the relevant procedures
for stock investment, submit to the CIRC the formal trusteeship agreement, the benchmark for evaluating investment performance, as
well as the relevant materials on trading seats, securities account and fund account.

Where an insurance company entrusts an insurance asset management company to engage in stock investment, it shall, within 10 days
after completing the relevant procedures for stock investment, submit to the CIRC the entrustment agreement, the formal trusteeship
agreement, the guide on investment, the benchmark for evaluating investment performance, as well as the relevant materials on trading
seats, securities account and fund account.

In case that the contents prescribed in the preceding two paragraphs are modified, the insurance company shall report it to the CIRC
within 5 days after completing the modification procedures.

The insurance company shall submit copies of the relevant materials on trading seats, securities account and fund account to the CSRC
simultaneously.

Chapter III Investment Scope and Proportions

Article 11

The stock investment of an insurance institutional investor shall be limited to the following varieties:

(1)

Ordinary RMB stocks;

(2)

Convertible company bonds; and

(3)

Other investment varieties prescribed by the CIRC.

Ordinary RMB stocks mentioned in Item (1) of the preceding paragraph shall mean the stocks that are issued publicly in territory of
China and circulate on the market, and subscribed and traded in RMB.

Article 12

The stock investment of an insurance institutional investor may be conducted by the following means:

(1)

To be subscribed on primary market, including distribution based on market value, subscription either on or off the network, participation
in distribution in the identity of a strategic investor, and etc.;

(2)

To be traded on secondary market.

Article 13

The stocks of one listed company which are held by an insurance institutional investor shall be less than 30% of the ordinary RMB
stocks of the listed company.

The concrete proportion of the investment stocks held by an insurance institutional investor shall be separately prescribed by the
CIRC.

An insurance asset management company may not use its own funds in stock investment.

Article 14

An insurance institutional investor may not invest in ordinary RMB stocks of the following types:

(1)

Those which are under “special penalty” or “warnings on special penalty due to risks on termination of the listing” imposed by the
stock exchange, or have been terminated by the stock exchange to be on listing;

(2)

The rise of price of the stocks during the past 12 months exceeds 100%;

(3)

The stocks are suspected of being manipulated by others;

(4)

Its listed company has been has issued with opinions on refusal to comment or reservation opinions on the financial statements of
the listed company by an accounting company in the latest year;

(5)

Its listed company has disclosed that its performance has gone down by a big margin, and it is in heavy loss or will be in heavy loss
in the future;

(6)

Its listed company has disclosed that it is investigated by the supervisory department or has been severely punished by the supervisory
department within the latest year; or

(7)

Other types of stocks prescribed by the CIRC.

Article 15

The balance of the investment by an insurance institutional investor in convertible company bonds shall be calculated into the investment
balance of the enterprise bonds, and shall accord with the relevant provisions of the “Interim Measures for the Administration for
Insurance Companies to Invest in Enterprise Bonds”.

Where an insurance company converts the convertible company bonds held by it into stocks, such bonds shall be calculated into the
investment balance of the ordinary RMB stocks at cost price, and shall accord with the relevant provisions of the CIRC on the proportion
of stock investment.

Article 16

In an investment account set up by an insurance institutional investor for investment-linked insurance, the proportion of investment
stocks may be 100%.

In an investment account set up by an insurance institutional investor for omnipotent life insurance, the proportion of investment
stocks may not exceed 80%.

In an independent account set up by an insurance institutional investor for other insurance products, the proportion of investment
stocks may not exceed the relevant rate prescribed by the CIRC.

In an independent account set up by an insurance institutional investor for the insurance products mentioned above, the proportion
of investment stocks may not exceed the promissory proportion in the insurance clauses.

Chapter IV Trusteeship of Assets

Article 17

To select a stock asset trustee; an insurance company shall select a commercial bank or other professional financial institution which
meets the conditions prescribed in the “Guide to Stock Asset Trusteeship for Insurance Companies”.

Article 18

The stock asset trustee of an insurance company shall perform the following obligations:

(1)

Safely keeping custody of the insurance company’s funds and stock assets;

(2)

Handling matters of settlement and transaction in time in accordance of the orders of the insurance company or the insurance asset
management company;

(3)

Supervising the investment operation of the insurance company or the insurance asset management company;

(4)

Valuating the stock assets entrusted by the insurance company;

(5)

Periodically providing reports on stock asset trusteeship to the insurance company or the insurance asset management company;

(6)

Upon the supervisory requirements of the CIRC, submitting to the CIRC the relevant data on the stock assets and providing periodically
or a periodically intervals reports on risk evaluation and performance evaluation of the stock assets, etc.;

(7)

Keeping completely the records, account books, statements on stock asset trusteeship as well as other relevant documents. The relevant
important documents such as vouchers, trading records, contracts, etc. on custody of the stock assets shall be kept for not less
than 15 years; and

(8)

Other obligations prescribed by the CIRC.

Article 19

The stock asset trustee of an insurance company must strictly separate its own assets from the stock assets under its management upon
entrustment, and must set up relevant accounts for different insurance companies for the sake of separate management.

Article 20

The stock asset trustee of an insurance company may not have the following acts:

(1)

Mixing its own assets with the stock assets entrusted by the insurance company to manage;

(2)

Mixing other assets under its trusteeship with the stock assets entrusted by the insurance company to manage;

(3)

Mixing stock assets of different insurance companies under its trusteeship to manage;

(4)

Peculating stock assets entrusted by the insurance company;

(5)

Taking advantage of stock assets entrusted by the insurance company and other relevant information to seek benefits for itself or
for a third person;

(6)

Violating laws, administrative regulations, relevant provisions of the state or the trusteeship agreement; or

(7)

Other acts prohibited by the CIRC.

Article 21

An insurance company shall conclude a trusteeship agreement with the stock asset trustee. The trusteeship agreement must set forth
the following content:

(1)

Obligations of the stock asset trustee as prescribed in Article 18 , Article 19 and Article 20 of the present Measures;

(2)

Where the stock asset trustee violates the obligations in Item (1) of the Article and the CIRC requires the insurance company to change
the stock asset trustee, the insurance company shall have the right to terminate the trusteeship agreement in advance.

Article 22

Where a stock asset trustee is lawfully disbanded, revoked, or runs into bankruptcy, the stock assets of the insurance company entrusted
to it shall not be listed as assets for liquidation.

Chapter V Prohibited Acts of Insurance Institutional Investors

Article 23

The scope and the proportion of stock investments of insurance institutional investors may not exceed the relevant provisions of the
CIRC.

Article 24

In respect of decision-making, research, trading and settlement concerning stock investments, none of the management staff and other
relevant persons of an insurance institutional investor may engage in insider trading.

Insider trading mentioned in the preceding paragraph shall be cognized according to “Securities Law of the People’s Republic of China”
and “Interim Measures for Prohibiting Securities Frauds”.

Article 25

An insurance institutional investor engaging in stock investment may not commit any of the following acts:

(1)

Transferring profits between securities accounts for insurance funds of different natures;

(2)

Buying stocks through financing by illegal means; or

(3)

Other acts prescribed by the CIRC.

Article 26

The insurance institutional investor may not obtain inappropriate benefits or transfer risks by the following means:

(1)

Centralizing advantages of funds or share holding either alone or by conspiracy, or utilizing information advantage to trade united
or continuously, so as to manipulate securities trading prices;

(2)

Colluding with others to trade in securities pursuant to the time, price and method agreed upon in advance, or to trade in securities
held by neither of them, so as to affect the securities trading price or the securities trading amount;

(3)

Trading with itself without transferring the ownership, so as to affect the securities trading price or securities trading amount;
or

(4)

Manipulating securities trading prices in other methods.

Article 27

Where a listed company holds either directly or indirectly not less than 10% of the shares of an insurance institutional investor,
the insurance institutional investor may not invest in the stocks of the listed company or any of its associated companies.

Article 28

No insurance institutional investors, stock asset trustees, securities operation institutions or other securities intermediary institutions
may fabricate false trading records, financial information or other materials.

Article 29

An insurance company investing in stocks may not entrust any institution other than insurance asset management companies except ones
prescribed by the CIRC.

Chapter VI Risk Control

Article 30

An insurance institutional investor shall have the ideology of long-term investment and value investment, optimize the allocation
of assets and disperse the risks of investment.

Article 31

The insurance institutional investor shall, in accordance with the “Guide to Risk Control on Utilization of Insurance Funds”, found
a well developed risk control system of stock investment.

Article 32

The risk control system of stock investment of an insurance institutional investor shall at least include the following content:

(1)

The process of investment decision making;

(2)

The system of investment authorization;

(3)

The study report system;

(4)

The system of stock scope selection;

(5)

Index systems of risk assessment and performance appraisal;

(6)

The criteria on vocational ethics; and

(7)

The mechanism for dealing with major incidents.

Where an insurance company entrusts an insurance asset management company to engage in stock investment, its risk control system of
stock investment shall at least include the stock trusteeship system in addition.

Where an insurance company directly engages in stock investment, its risk control system of stock investment shall at least include
the stock trusteeship system, the stock trading management system and the information management system in addition.

The risk control system of stock investment of an insurance asset management company shall at least include the stock trading management
system and the information management system in addition.

Article 33

When investing in stocks, an insurance institutional investor must work out a written study report before making the following important
decisions:

(1)

A single-item – investment fund is to exceed the amount determined by the insurance institutional investor;

(2)

Not less than 5% of the investable stock assets are to be involved;

(3)

The investment portfolio or investment direction needs to be adjusted greatly;

(4)

The standard for selecting the scope of stocks needs to be adjusted greatly; or

(5)

The degree of stock investment risk tolerance needs to be adjusted greatly.

Article 34

When determining the scope of investable stocks, an insurance institutional investor shall consider various indexes of the listed
company such as governance structure, earning capacity, information transparency, stock liquidity and etc.

The insurance institutional investor must invest in stocks within the scope of investable stocks.

Article 35

Before investment, an insurance institutional investor shall determine the benchmark for evaluating stock investment performance by
taking the indexes of excellent-performance stocks, blue chips and shares of high liquidity into account for reference.

The benchmark for evaluating stock investment performance of the insurance industry shall be separately prescribed by the CIRC.

Article 36

When making use of the following funds, an insurance institutional investor shall separately open a securities account and a fund
account for separate accounting:

(1)

Funds for traditional insurance products;

(2)

Funds for participating insurance products;

(3)

Funds for universal insurance products;

(4)

Funds for investment-linked insurance products; or

(5)

Funds for insurance products required by the CIRC to be accounted independently.

Article 37

The insurance asset management companies and the insurance companies directly engaging in stock investment shall trade in stocks through
independent seats. The administrative measures for independent seats of stock trading shall be separately formulated.

Article 38

The stock investment trading orders of either an insurance asset management company or an insurance company directly engaging in stock
investment shall be carried out responsibly by the independent trading department and full-time trading staff.

Article 39

The insurance asset management companies and the insurance companies directly engaging in stock investment shall establish information
management systems on firewall, on-post duties, access, security and prevention, etc.

Article 40

The insurance asset management companies and the insurance companies directly engaging in stock investment shall regulate the operating
programs of stock trading systems such as computer room establishments, communication equipments, computer equipments, operating
system software, database software, etc.

Article 41

Where an insurance institutional investor selects the seat of a securities operation institution to trade in stock, this securities
operation institution shall meet the following conditions:

(1)

It is in good financial condition and steady business operation, and its net capital is not less than 1 billion Yuan;

(2)

It has well developed internal control system;

(3)

The settlement funds of client trading are fully deposited in a commercial bank with the qualification for engaging in deposition
and custody of securities trading settlement funds;

(4)

It has set up two separate accounts in China Securities Depository Clearing Co., Ltd., one for self-operation settlement of reserve
account, the other for client settlement of reserve account;

(5)

It sets up seats separately for self-operated business and non-self-operated business in the stock exchanges of Shanghai and Shenzhen;

(6)

The communication conditions and trading facilities are high efficient and secure, which can meet the requirements of stock trading,
and the information service is all-sided;

(7)

It has the capability for securities market research and is able to provide consulting service in time;

(8)

In the latest 3 years, it has no records on major violation of laws or rules. And it has not been punished by the CSRC or is not in
the process of investigation under a case filed;

(9)

It has no ill records on honesty and credibility, and has no actions of occupying or peculating the guarantee money and securities
of client in the latest year;

(10)

It has promised in written form to accept the inspection of CIRC on the stock trading of the insurance institutional investor and
truthfully provides the CIRC with various stock trading information of the insurance institutional investor;

(11)

Its local business departments has normative management, good operation and complete service functions; and

(12)

Other conditions prescribed by the CIRC.

Article 42

Where an insurance institutional investor selects the seat of a business department of a securities operation institution to trade
in stock investment, it shall conclude a relevant agreement with the head office. The agreement shall set forth the obligations of
the securities operation institution as prescribed in Item (10) of Article 41 of the present Measures. If the securities operation
institution violates the said obligations and the CIRC requires the insurance institutional investor to change the securities operation
institution, the insurance institutional investor shall have right to terminate the agreement in advance. The insurance institutional
investor shall submit a copy of the agreement to the CIRC within 5 days as of concluding the agreement prescribed in the preceding
paragraph.

Article 43

Before the opening of each day, the insurance asset management companies and the insurance companies directly engaging in stock investment
shall check the balance of securities and that of funds with the stock asset trustees so as to guarantee the said balances to be
enough for settlement.

Article 44

Where the stocks held by an insurance institutional investor are under any of the circumstances prescribed in Article 14 of the present
Measures, the insurance institutional investor shall formulate idiographic solutions.

Article 45

Where the operational situation of an insurance company is changed and no longer meets the conditions prescribed in the present Measures,
the insurance company shall not add stocks and shall lower the stock investment proportion according to the time limit, methods and
other requirements prescribed by the CIRC.

Article 46

An insurance institutional investor shall reveal the situation of stock investment risks by adopting risk value and other risk measurement
indexes.

Article 47

The transfer of funds and the payment of expense between an insurance company and an insurance asset management company; a stock asset
trustee or a securities operation institution must be in a method of transfer between accounts.

Article 48

The senior manager of an insurance institutional investor, who is in charge of stock investment, shall meet the following conditions:

(1)

He has the academic qualification of university graduate or above;

(2)

He has worked and experienced not less than 5 years in the field of securities or finance;

(3)

He knows well the operation of securities investment and has necessary financial and legal knowledge; and

(4)

Other conditions prescribed by the CIRC.

Article 49

The senior manager of an insurance institutional investor must, when making decisions on stock investment, strictly comply with the
purview of power prescribed in the company’s internal management system and risk control system. It is strictly prohibited to make
investment or make decisions outside the purview of power.

Article 50

The operating personnel in an insurance institutional investor, who engages in stock investment, shall meet the following conditions:

(1)

He has the academic qualification of university graduate or above;

(2)

He has worked and experienced not less than 3 years in the field of securities or finance;

(3)

He knows well the securities business rules and operational procedures; and

(4)

Other conditions prescribed by the CIRC.

The operating personnel mentioned in the preceding paragraph shall refer to the director and the persons who operate the stock investment
business.

Article 51

In an insurance asset management company or in an insurance company directly engaging in stock investment, the number of operating
personnel engaging in stock investment shall fit in with the scale of stock investment, and the company concerned shall have a suitable
number of researchers in the fields of macro-economics, industrial analysis, financial engineering and etc.

In case the stock assets in use amount to 100 million Yuan or more in an insurance asset management company or in an insurance company
directly engaging in stock investment, there shall not be less than 5 major operating personnel engaging in stock investment.

Article 52

A person under any of the following circumstances may not act as a senior manager in charge of stock investment business or major
operating personnel in an insurance institutional investor:

(1)

He has been sentenced to criminal punishments due to the crime of embezzlement, bribery, malicious occupation of properties, misappropriation
of properties, or destruction of socialist economic order, etc.;

(2)

He has been imposed upon administrative penalties or sentenced to criminal punishments due to such illegal actions as gambling, taking
drugs, visiting prostitutes,

INTERIM MEASURES FOR THE ADMINISTRATION OF BEAUTY TREATMENT AND HAIRDRESSING INDUSTRY

the Ministry of Commerce

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

No. 19

Interim Measures for the Administration of Beauty Treatment and Hairdressing Industry, which were adopted upon deliberation at the
11th ministerial meeting of the Ministry of Commerce of the People’s Republic of China on September 23rd, 2004, are hereby promulgated,
and shall go into effect as of January 1st, 2005.

Minister of the Ministry of Commerce Bo Xilai

November 8, 2004

Interim Measures for the Administration of Beauty Treatment and Hairdressing Industry

Article 1

With a view to promoting the healthy development of the beauty treatment and hairdressing industry, regulating the acts of beauty
treatment and hairdressing services, and maintaining the legal rights and interests of the business operators and consumers of beauty
treatment and hairdressing, the present Measures are formulated in accordance with the relevant state laws and administrative regulations.

Article 2

The present Measures shall apply to business activities of beauty treatment and hairdressing within the territory of the People’s
Republic of China.

The “beauty treatment” as mentioned in the present Measures shall refer to the business activities of providing such services as skin
cleansing, without hurt, of the surface of the body or non-invasion skin care and make-up and beautification for consumers by applying
hand techniques, appliances and equipment with the help of products for make-up and cosmetics and skin care, etc.

The “hairdressing” as mentioned in the present Measures shall refer to the business activities of providing such services as design
of hairstyle, sculpt of haircut, and hair care for consumers by applying hand techniques, appliances and equipment with the help
of products for hair washing, hair care, hair coloring and hair perm, etc.

Article 3

The Ministry of Commerce shall be in charge of national beauty treatment and hairdressing industry. The competent departments of commerce
at all levels shall guide, coordinate, supervise and administer the beauty treatment and hairdressing industry within their own jurisdictions.

Article 4

The business operator undertaking business activities of beauty treatment and hairdressing shall meet the following basic conditions:

Having capacity for bearing civil liabilities;

Having a fixed business place;

Having facilities and equipment accommodated to the service items they manage; and

Having professional technicians who have obtained the corresponding qualification certificates.

Article 5

The business operator of beauty treatment and hairdressing shall have definite scope of service items and provide services in light
of the scope of service items, and shall also comply with the relevant provisions of the administrative department of public health
if it undertakes medical beauty treatment services at the same time.

Article 6

The state encourages business operators of beauty treatment and hairdressing to provide quality service for consumers by adopting
the international advanced service concept and ways of management and operation.

Article 7

The state adopts standard for defining the level or grade in beauty treatment and hairdressing industry and implements grade assessment
system to promote the standardization and specialization of the industry.

Article 8

The business operator of beauty treatment and hairdressing and the employees thereof shall comply with state laws, regulations and
relevant regulations of professional ethics, and may not undertake pornographic services and other illegal activities.

Article 9

The business operator of beauty treatment and hairdressing shall implement the professional technical conditions, service criterions,
quality standards and working instructions of the industry.

Article 10

The beauticians, hairdressers and other professional technicians who undertake beauty treatment and hairdressing services shall obtain
the qualification certificate issued by the relevant department of the state. Other practicing personnel shall be subject to the
training of the relevant professional organizations or institutions and shall obtain the certificates of competency.

Article 11

The business operator of beauty treatment and hairdressing shall place on the eye-catching place of the business place its business
license, hygienic license, service items and charging standards.

Article 12

The business operator of beauty treatment and hairdressing shall inform the consumers of the prices of services when providing services
and shall clearly mark the price of the articles used for beauty treatment and hairdressing sold during the process of providing
services. The articles and appliances used for beauty treatment and hairdressing shall be shown to consumers for them to select and
use.

After providing services, the business operator of beauty treatment and hairdressing shall issue the corresponding consumption vouchers
or documents of service to the consumers.

Article 13

When providing services, the business operator of beauty treatment and hairdressing shall inquire of the consumers about their request,
and provide true information concerning the services to the consumers, as well as give a true and definite answer to the questions
put forward by the consumers concerning products and services and etc., and may not cheat or mislead consumers.

Article 14

The various products and the corresponding appliances for hair washing, hair care, hair coloring, hair perm and skin cleansing, skin
care and color party used and sold for beauty treatment and hairdressing services shall be in conformity with the state provisions
and standards for product quality and safety and sanitation, no fake and shoddy products may be used or sold.

Article 15

The business place for beauty treatment and hairdressing shall comply with the relevant sanitation provisions and standards and have
the corresponding sanitary and sterilizing facilities and measures. The practitioner shall be subject to the physical check-up of
the administrative department of public health and can take up an occupation with health certificate.

Article 16

The competent department of commerce at all levels shall strengthen administration and coordination on the beauty treatment and hairdressing
industry within their own jurisdictions, and give guidance to the local industry associations (chambers of commerce) to carry out
service work in such aspects as information, standards, training, credit and technology, etc.

Article 17

The beauty treatment and hairdressing industry associations(chambers of commerce) shall actively provide services for the business
operators, maintain the lawful rights and interests of the business operators, strengthen guidance to and supervision over the development
of beauty treatment and hairdressing industry, and do a good self-disciplinary work of the industry.

The business operator of beauty treatment and hairdressing shall register the enterprise information to the local beauty treatment
and hairdressing associations for archival purposes (chambers of commerce).

Article 18

The competent department of commerce at all levels shall give a warning to any business operator of beauty treatment and hairdressing
who violates the present Measures, and order him/it to correct within a prescribed time limit, and may make an announcement to the
society, if necessary. As to those who shall be subject to punishments in light of the relevant laws and regulations, the competent
departments of commerce at all levels may ask the relevant departments to punish them according to law.

Article 19

The competent department of commerce of all provinces, autonomous regions, and municipalities directly under the Central Government
may formulate the relevant implementation measures on the basis of the present Measures and in combination with the practical situation
of the beauty treatment and hairdressing industry within their own jurisdictions.

Article 20

The power to interpret the present Measures shall be vested in the Ministry of Commerce.

Article 21

The present Measures shall go into effect as of January 1st, 2005.

the Ministry of Commerce
2004-11-08

PREVENTION AND TREATMENT OF INFECTIOUS DISEASES LAW

Law of the People’s Republic of China on Prevention and Treatment of Infectious Diseases

Law of the People’s Republic of China on Prevention and Treatment of
Infectious Diseases

CIRCULAR OF THE MINISTRY OF COMMERCE ON ISSUING EXPORT QUOTAS FOR MULBERRY SILK COMMODITIES IN 2005

Ministry of Commerce

Circular of the Ministry of Commerce on Issuing Export Quotas for Mulberry Silk Commodities in 2005

Shang Mao Han [2004] No. 107

The competent commercial departments of the provinces, autonomous regions, municipalities directly under the Central Government and
cities specifically designated in the State plan, China National Silk Industry Corporation and China National Silk Import and Export
Corporation:

In accordance with the total Export Quotas in 2005 and the applications raised by all the provinces, autonomous regions, municipalities
directly under the Central Government, cities specifically designated in the state plan and Enterprises with State Management, part
of Mulberry Silk Commodities Export Quotas in 2005 is now issued and hereby notified as follows:

Export Quotas License Management for grey silk and part of Mulberry Silk Commodities was canceled as of January 1, 2005. This Circular
on Issuing Mulberry Silk Commodities Export Quotas shall only apply for Mulberry Silk Commodities (including filature silk and other
kinds of silk) that are still under Export Quotas License Management after January 1, 2005, namely Commodities with the Customs Codes
beginning with 5001 to 5003.

II.

Mulberry Silk Commodities Export Quotas in 2005 shall be allotted in accordance with the application amount of all the provinces,
autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan and Enterprises
under the Administration of the Central Government, as well as with the employment of similar quotas in 2004.

III.

All the local competent departments shall allot the quotas to relevant export enterprises as soon as possible, submit The Second Allotment
Plan to Ministry of Commerce (Department of Foreign Trade) for auditing and recording prior to January 31, 2005, and simultaneously
make a copy for China International Electronic Commerce Center.

IV.

The competent departments of the Frontier Province and autonomous regions shall manage Border Trade Export of commodities in the region
which State emphatically manages strictly in accordance with the relevant national regulations and regulate export in line with Border
Trade Export Quotas of Mulberry Silk Commodities issued by Ministry of Commerce, and submit The Second Allotment Plan to Ministry
of Commerce (Department of Foreign Trade) for auditing and recording prior to January 31, 2005 and simultaneously make a copy for
China International Electronic Commerce Center.

Appendix: Allotment Plan for Part of Mulberry Silk Commodities Export Quotas in 2005

Ministry of Commerce

December 19, 2004 htm/e03902.htmAppendix

Appendix:

Allotment Plan for Part of Mulberry Silk Commodities Export Quotas in 2005

Area	Mulberry Silk (including Filature silk and other kinds of silk)
Total	14700
China National Silk Industry Corporation	100
China National Silk Import and Export Corporation	500
Beijing	150
Tianjin	100
Hebei	200
Heilongjiang	50
Liaoning	200
Jilin	50
Henan	100
Shandong	1700
Qingdao	200
Hainan	400
Anhui	400
Jiangsu	2000
Zhejiang	3000
Ningbo	300
Shanghai	550
Guangdong	2000
Guangxi	200
Sichuan	1000
Chongqing	800
Shanxi	150
Yunnan	50
Yunnan (Border Trade)	100
Tibet Autonomous Region	50
Tibet (Border Trade)	100
State Administration of Taxation 2004-01-08

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON EXEMPTING THE HONG KONG OR MACAO HOUSING SUBSIDIES RECEIVED BY FOREIGN INDIVIDUALS FROM INDIVIDUAL INCOME TAX

Ministry of Finance, State Administration of Taxation

Circular of the Ministry of Finance and the State Administration of Taxation on Exempting the Hong Kong or Macao Housing Subsidies
Received by Foreign Individuals from Individual Income Tax

Caishui [2004] No. 29

January 29th, 2004

The finance departments and the bureaus of local taxation of Guangdong province, the finance bureaus and the bureau of local taxation
of Shenzhen city:

On account of Hong Kong and Macao geographically adjacent to China Mainland and of the convenient traffic, some foreigners working
in Mainland enterprises choose to live in Hong Kong or Macao, come and go between the Mainland and Hong Kong or Macao every working
day. With regard to the question whether the housing, food and laundry subsidies given by the companies to the foreign individuals
in non-cash form or in the form of actual reimbursement for actual costs shall be exempted from the individual income tax in pursuance
of relevant provisions, we hereby clarify it as follows upon deliberation:

With respect to the foreign individuals employed by enterprises within China (excluding individual residents of Hong Kong or Macao)
who live in Hong Kong or Macao for family or any other reason, come and go between the Mainland and Hong Kong or Macao, the housing,
food, laundry and move subsidies given to them by the enterprises within China (including their affiliated enterprises) in non-cash
form or in the form of actual reimbursement for actual costs may, if supported by valid voucher, and upon examination and confirmation
of the competent tax organ, be exempted from the individual income tax according to Article 2 of the Notice of the Ministry of Finance
and the State Administration of Taxation on Several Issues concerning the Policy on Individual Income (CaiShuiZi [94] No. 020) and
Articles 1 and 2 of the Notice of the State Administration of Taxation on Several Issues concerning the Implementation of Exempting
the Relevant Subsidies Received by Foreign Individuals from the Individual Income Tax (GuoShuiFa [1997] No. 54.).

With respect to the subsidies obtained by any of the foreign individuals as mentioned in Article 1 for the expenses of his (her)
language training and children education in Hong Kong or Macao, if they can provide valid payment voucher and other materials, the
subsidies determined as reasonable by the competent tax organ upon examination and confirmation shall be exempted from the individual
income tax according to Article 2 of the aforesaid Notice of CaiShuiZi [94] No. 020 and Article 5 of the Notice of GuoShuiFa [1997]
No. 54.

The present Circular shall come into force as of January 1st, 2004.

Ministry of Finance, State Administration of Taxation
2004-01-29

AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF BENIN

AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT
OF THE REPUBLIC OF BENIN

The Government of the People’s Republic of China and the Government of the Republic of Benin (hereinafter referred to as the Contracting
Parties),

Desiring to create favorable conditions for investment by investors of one Contracting Party in the territory of the other Contracting
Party;

Recognizing that the reciprocal encouragement, promotion and protection of such investment on the basis of equality and mutual benefits
will be conducive to stimulating business initiative of the investors and will increase prosperity in both States;

Convinced that the promotion and protection of these investments would succeed in stimulating transfers of capital and technology
between the two States in the interest of their economic development;

Aware that each Contracting Party is enpost_titled to stipulate the laws on the establishment and administration of the investment in its
territory;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement,

The term “investment” means every kind of asset invested by investors of one Contracting Party in accordance with the laws and regulations
of the other Contracting Party in the territory of the latter, and in particularly, though not exclusively, includes:

(a)

movable and immovable property and other property right such as mortgages, pledges, liens, usufructs and similar rights;

(b)

shares, debentures, stock and any other kind of participation in companies;

(c)

claims to money or to any other performance having an economic value associated with an investment;

(d)

intellectual and industrial property rights, in particular, copyrights, patents, trade-marks, trade-names, technical process, know-how
and good-will;

(e)

business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract
or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments provided that such change is in
accordance with the laws and regulations of the Contracting Party in whose territory the investment has been made.

The term “investor” means,

(a)

natural person who, in accordance with the laws of the people’s Republic of China or of the Republic of Benin, has nationality of
the People’s Republic of China or of the Republic of Benin respectively;

(b)

legal entity, including company, association, partnership and other organizations, incorporated or constituted under the laws and
regulations of the People’s Republic of China or of the Republic of Benin and having its registered office in the territory of the
People’s Republic of China and the Republic of Benin respectively.

The term “return” means the amounts yielded from investments, including profits, dividends, interests, capital gains, royalties,
fees and other legitimate income.

The term “territory” means the territory of each Contracting Party as well as the maritime zones adjacent to the external demarcation
of the territorial sea, in which each of Contracting Parties, in accordance with international law, exercise sovereign rights and/or
jurisdiction.

Article 2

PROMOTION AND PROTECTION OF INVESTMENT

Each Contracting Party shall endeavor to promote investments made by investors of the other Contracting Party in its territory and,
shall admit and protect such investments in accordance with its laws and regulations.

Investments of the investors of either Contracting Party shall enjoy the full and complete protection and safety in the territory
of the other Contracting Party.

Investments of investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory of
the other Contracting Party.

Without prejudice to its laws and regulations, neither Contracting party shall take any unreasonable or discriminatory measures against
the management, maintenance, use, enjoyment and disposal of the investments by the investors of the other Contracting Party.

Subject to its laws and regulations, one Contracting Party shall provide assistance and facilities for obtaining visas and working
permit to nationals of the other Contracting Party engaging in activities associated with investments made in the territory of that
Contracting Party.

Article 3

NATIONAL TREATMENT AND MOST-FAVORED-NATION TREATMENT

Without prejudice to its laws and regulations, each Contracting Party shall accord to investments and activities associated with
such investments by the investors of the other Contracting Party treatment not less favorable than that accorded to the investments
and associated activities by its own investors.

Neither Contracting Party shall subject investments and activities associated with such investments by the investors of the other
Contracting Party to treatment less favorable than that accorded to the investments and associated activities by the investors of
any third State.

The provisions of Paragraph 2 of this Article shall not be construed so as to oblige one Contracting Party to extend to the investors
of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of :

(a)

any customs union, free trade zone, economic union and any international agreement resulting in such unions, or similar institutions;

(b)

any international agreement or arrangement relating to taxation;

(c)

any arrangements for facilitating small scale frontier trade in border areas.

Article 4

EXPROPRIATION

Neither Contracting Party shall expropriate, nationalize or take other similar measures (hereinafter referred to as “expropriation”)
against the investments of the investors of the other Contracting Party in its territory, unless the following conditions are met:

(a)

for the public interests;

(b)

under domestic legal procedure;

(c)

without discrimination;

(d)

against compensation.

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the value of the expropriated investments immediately
before the expropriation is taken or the impending expropriation becomes public knowledge, whichever is earlier. The value shall
be determined in accordance with generally recognized principles of valuation. The compensation shall include interest at a normal
commercial rate from the date of expropriation until the date of payment. The compensation shall also be made without delay, be effectively
realizable and freely transferable.

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or
other armed conflicts a state of national emergency, insurrection, riot, revolt or other similar events occurring in the territory
of the latter Contracting Party, shall be accorded by the said Contracting Party treatment, as regards restitution, indemnification,
compensation and other settlements no less favorable than that accorded to the investors of its own or any third State, whichever
is more favorable to the investor concerned.

Article 6

TRANSFERS

Each Contracting Party shall, subject to its laws and regulations, guarantee to the investors of the other Contracting Party the
transfer of their investments and returns held in its territory, including:

(a)

profits, dividends, interests and other legitimate income;

(b)

proceeds obtained from the total or partial sale or liquidation of investments;

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties or fees in relation to intellectual and industrial property rights referred to in Paragraph 1 (d) of Article 1 ;

(e)

payments of technical assistance or technical service fee, management fee;

(f)

payments in connection with contracting projects;

(g)

earnings of nationals of the other Contracting Party who work in connection with an investment in its territory.

Nothing in Paragraph 1 of this Article shall affect the free transfer of compensation paid under Article 4 and 5 of this Agreement.

The transfer mentioned above shall be made in a freely convertible currency and at the prevailing market rate of exchange applicable
within the Contracting Party accepting the investments and on the date of transfer.

In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of
currencies into Special Drawing Rights.

Article 7

SUBROGATION

If one Contracting Party or its designated agency makes a payment to its investors under a guarantee or a contract of insurance against
non-commercial risks it has accorded in respect of an investment made in the territory of the other Contracting Party, the latter
Contracting Party shall recognize:

(a)

the assignment, whether under the law or pursuant to a legal transaction in the former Contracting Party, of any rights or claims
by the investors to the former Contracting Party or to its designated agency, as well as,

(b)

that the former Contracting Party or its designated agency is enpost_titled by virtue of subrogation to exercise the rights and enforce
the claims of that investor and assume the obligations related to the investment to the same extent as the investor.

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible,
be settled with consultation through diplomatic channel.

If such a dispute cannot thus be settled within six (6) months subsequent to the beginning of the consultation, it shall, upon the
request of either Contracting Party, be submitted to an ad hoc arbitral tribunal.

Such tribunal comprises of three arbitrators. Within three (3) months of the receipt of the written notice requesting arbitration,
each Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within further two (2) months, together select
a national of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral tribunal.

If the arbitral tribunal has not been constituted within five (5) months from the receipt of the written notice requesting arbitration,
either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to
make any necessary appointments. If the president is a national of either Contracting Party or is otherwise prevented from discharging
the said functions, the Member of the International Court of Justice next in seniority who is not a national of either Contracting
Party or is not otherwise prevented from discharging the said functions shall be invited to make such necessary appointments.

The arbitral tribunal shall determine its own procedure and shall reach its award in accordance with the provisions of this Agreement
and the principles of international law accepted by both Contracting Parties.

The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Contracting Parties.
The arbitral tribunal shall, upon the request of either Contracting Party, explain the reasons of its award.

Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman as well as any other cost of the tribunal shall be borne in equal parts by the Contracting Parties.

Article 9

SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRCTING PARTY

Any dispute between an investor of one Contracting Party and the other Contracting Party in connection with an investment in the
territory of the other Contracting Party shall, as far as possible, be settled amicably through consultations between the parties
to the dispute.

If the dispute cannot be settled through consultations within six (6) months from the date it has been raised by either party to
the dispute, it shall be submitted by the choice of the investor, either to the competent court of the State where the investment
was made, or to international arbitration.

In case of international arbitration, the dispute shall be submitted, at the option of the investor, to:

(a)

International Center for Settlement of Investment Disputes (ICSID) under the Convention on the Settlement of Disputes between States
and Nationals of Other States, done at Washington on March 18, 1965; or

(b)

An ad hoc arbitral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL);

Provided that the Contracting Party involved in the dispute may require the investor concerned to go through the domestic administrative
review procedures specified by the laws and regulations of that Contracting Party before the submission to international arbitration.

Once the investor has submitted the dispute to the competent court of the State where the investment was made, to the ICSID, or to
the ad hoc arbitral tribunal referred to in Paragraph 2 and 3 of this Article, the choice of one of the three procedures shall be
final.

The arbitral tribunal shall make arbitral award based on:

(a)

provisions of this Agreement;

(b)

laws of the State where the investment was made including its rules on the conflict of laws;

(c)

the principles of international law accepted by both Contracting Parties;

(d)

specific bilateral agreements on investment between the Contracting Parties;

(e)

other international treaties on investment to which both Contracting Parties are or may become parties.

The arbitral award shall be final and binding upon both parties to the dispute. Both Contracting Parties shall commit themselves
to the enforcement of the award.

Article 10

OTHER OBLIGATIONS

If the legislation of either Contracting Party or international obligations existing at present or established hereafter between
the Contracting Parties result in a position entitling investments by investors of the other Contracting Party to a treatment more
favorable than is provided for by the Agreement, such position shall not be affected by this Agreement.

Each Contracting Party shall observe any commitments it may have entered into with the investors of the other Contracting Party as
regards to their investments.

Article 11

APPLICATION

This Agreement shall apply to investment made prior to or after its entry into force by investors of one Contracting Party in the
territory of the other Contracting Party in accordance with the laws and regulations of the Contracting Party concerned, but not
apply to the dispute arose before its entry into force.

Article 12

CONSULTATIONS

The representatives of the Contracting Parties could hold meetings from time to time for the purpose of:

(a)

reviewing the implementation of this Agreement;

(b)

exchanging information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

Where either Contracting Party requests consultation on any matter of Paragraph 1 of this Article, the other Contracting Party shall
give prompt response through diplomatic channel and the consultation be held alternatively in Beijing and Cotonou.

Article 13

ENTRY INTO FORCE, DURATION AND TERMINATION

This Agreement shall enter into force on the thirtieth (30) day following the date on which both Contracting Parties have notified
each other in writing that their respective internal legal procedures necessary therefor have been fulfilled.

This Agreement shall remain in force for a period of ten (10) years and shall thereafter remain in force for the same term until
either Contracting Party notifies the other in writing to terminate it six (6) months before the expiration of such a period.

With respect to investments made prior to the date of termination of this Agreement, the provisions of this Agreement shall continue
to be effective for a further period of ten (10) years from such date of termination.

Article 14

AMENDMENT

This Agreement may be amended by written agreement between the Contracting Parties. Any amendment shall enter into force under the
same procedures required for entry into force of this Agreement.

IN WITNESS WHEREOF the undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate in Beijing on February 18,2004, in the Chinese, French and English languages, all texts being equally authentic.

For the Government ofFor the Government of

The People’s Republic of ChinaThe Republic of Benin

The Government of the People’s Republic of China
2004-02-18

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

REGULATION ON THE ADMINISTRATION OF TOLL ROADS

INTERIM MEASURES FOR THE ADMINISTRATION OF SUBORDINATED TERM DEBTS OF INSURANCE COMPANIES

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING EXTENSION OF THE OPERATION PILOT OF LONG TERM FOREIGN EXCHANGE SETTLEMENT AND SALES

INTERIM MEASURES FOR THE ADMINISTRATION OF STOCK INVESTMENT OF INSURANCE INSTITUTIONAL INVESTORS

INTERIM MEASURES FOR THE ADMINISTRATION OF BEAUTY TREATMENT AND HAIRDRESSING INDUSTRY

PREVENTION AND TREATMENT OF INFECTIOUS DISEASES LAW

CIRCULAR OF THE MINISTRY OF COMMERCE ON ISSUING EXPORT QUOTAS FOR MULBERRY SILK COMMODITIES IN 2005

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON EXEMPTING THE HONG KONG OR MACAO HOUSING SUBSIDIES RECEIVED BY FOREIGN INDIVIDUALS FROM INDIVIDUAL INCOME TAX

AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF BENIN

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