GUIDANCE ON THE CORPORATION GOVERNANCE REFORM AND SUPERVISION OF BANK OF CHINA AND CHINA CONSTRUCTION BANK

China Banking Regulatory Commission

Guidance on the Corporation Governance Reform and Supervision of Bank of China and China Construction Bank

YinJianFa [2004] No.12

March 11th, 2004

Chapter I General Provisions

Article 1

Joint-stock reform for state-owned commercial banks is a brand new reform practice in China’s financial sector with great significance.
The present Guidance is hereby formulated with a view to ensuring the successful joint-stock reform experiments with the Bank of
China and China Construction Bank (hereinafter referred to as the two pilot banks).

Article 2

The general goal of the joint-stock reform for the two pilot banks is to lay special stress on such central links as reforming the
management system, perfecting the governance structure, transforming the operational system and improving the effect of operation
and to transform the two pilot banks into two modernized joint-stock commercial banks with adequate capital, strict internal control,
safe operation, sound service and benefit and international competitiveness within about three years.

Article 3

Through reform, the two pilot banks shall reach and remain at above the medium-level of the world’s top one hundred big banks by corporate
governance structure and internationally prevailing financial indicators.

Chapter II Reform of Corporation Governance

Article 4

The two pilot banks shall establish a standard shareholders’ general meeting, a standard board of directors, a standard supervisory
board and a standard system of senior management respectively.

The shareholders’ general meeting, board of directors, supervisory board and the system of senior management of the two pilot banks
shall be set up on the principles of separate establishment, separate three powers, effective constraint and coordinated development
in accordance with the requirements of modern corporate governance structure. A standard organizational framework shall be formed
by joint-stock commercial banks in accordance with the related provisions of the Corporate Law as well as other laws and regulations
so as to ensure independent operation and effective check and balance of various parties through a scientific and efficient system
of decision making, enforcement and supervision.

Article 5

The two pilot banks shall fairly and impartially choose strategic investors from home and abroad so as to change the unitary structure
of stock equity and realize diversification of investors.

By introducing strategic investors especially foreign strategic investors, the two pilot banks shall not only enhance capital strength
and improve their respective capital structure but also use for reference internationally advanced managerial experience, techniques
and methods, thus promoting their managerial modalities and operational concept to be compatible with those of internationally advanced
banks, and optimizing the corporate governance mechanism.

Article 6

The two pilot banks shall formulate clear and definite developing strategies so as to maximize value of the banks.

The two pilot banks shall proceed from their own conditions and the market guidance, identify their core competitive advantages and
market competitive advantages and formulate comprehensive development strategies in accordance with their development goals. And
the strategies shall be put into effect by year to ensure their realization.

Article 7

The two pilot banks shall establish scientific systems of decision making, internal control and risk management.

The two pilot banks shall establish and improve risk management system covering credit risk, market risk and operational risk etc.
and effectively identify, measure, supervise and control the risks.

Article 8

The two pilot banks shall, in accordance with the principle of intensive operating, exercise flatter organization and vertical business
management to consolidate business process and management process, optimize the system of organizational framework, improve resource
allocation and raise the efficiency of business operating.

Article 9

The two pilot banks shall, according to the requirement of human resources management for modern financial enterprises, deepen the
reform of the employment and personnel system, and establish market-oriented human resources management system and effective system
of incentives and constrains.

Article 10

The two pilot banks shall, in accordance with the standards and requirements for modern financial corporations and listed banks, exercise
prudent accounting system and stringent information disclosure system to enhance financial management and do a good job of information
disclosure.

Article 11

The two pilot banks shall reinforce the construction of information and technology and improve comprehensive management and service
functions in an all-round way.

Article 12

The two pilot banks shall implement the strategy of financial talents development, intensify targeted training programs and do well
in introducing excellent professionals to key posts, and at the same time, pay attention to the effective utilization and reasonable
allocation of human resources and play out the enthusiasm and creativity of available human resources.

Article 13

The two pilot banks shall bring into full play the specialized advantages of intermediary organizations and steadily step up the process
of joint-stock reform.

Chapter III Examination Indicators

Article 14

The examination indicators of the joint-stock reform for the two pilot banks shall include the net return on assets (ROA), the net
return on equity (ROE), cost income ratio, NPL ratio, capital adequacy ratio (CAR), large exposure concentration rate and provision
coverage ratio of non-performing loan.

Article 15

The ROA of the two pilot banks shall reach 0.6% in 2005, and international good standard in the year 2007.

Article 16

The ROE of the two pilot banks shall reach 11% in 2005, and further rise to over 13% in 2007 so as to ensure the effect of capital
investment and achieve good return.

Article 17

The cost income ratio of the two pilot banks shall be controlled within the range of 35% to 45% as of 2005.

Article 18

The two pilot banks shall divide the non-credit assets into five grades from 2004, examine the quality of all assets in accordance
with the five-grade classification, and keep the NPL ratio within the range of 3% to 5%.

Article 19

The two pilot banks shall manage capital in strict accordance with relevant provisions in the Regulations on Capital Adequacy Ratio
of Commercial Bank as of 2004 and, the CAR shall be kept at above 8% at any time point.

Article 20

The two pilot banks shall take effective measures to strictly control the centralized risk of the accreditation to the same borrower,
and the proportion of loan balance for the same borrower in the capital balance of the commercial banks shall be no more than the
risk indicator of 10% as of 2005.

Article 21

The provision coverage ratio of NPL shall reach 60% for the Bank of China and 80% for China Construction Bank at the end of 2005,
and be increased continuously by the end of 2007.

Chapter IV Examination and Reporting System

Article 22

The two pilot banks shall intensify efforts of bad assets disposal.

The two pilot banks shall investigate into law and regulation violating cases and severely punish the personnel involved in such breaching
of laws, regulations and disciplines. Asset recovery should be earnestly carried out, preventing a few enterprises from evading their
liabilities by the chance of reform and earnestly keeping away moral hazards. A preliminary report on the whole work of investigation
and corresponding measures shall be submitted before the end of 2004.

Article 23

A strict accountability system shall be exercised by the two pilot banks in the reform with the responsibilities implemented in accordance
with the goals and tasks for the reform of state-owned commercial banks established by the State Council. The chairmen of the board
of the two pilot banks shall bear primary responsibility.

The two pilot banks shall apply management by objective and make assessment of each stage’s work through strict examination and appraisal,
which shall be submitted to the Leading Group of Pilot Joint-stock Reform for Solely State-owned Commercial Banks under the State
Council on a quarterly basis and comprehensive and strict examination and appraisal shall be conducted once a year. Latest developments
of the reform shall be disclosed in a proper way to accept supervision from the society.

Article 24

China Banking Regulatory Commission will examine and supervise the reform of corporate governance structure and various financial
indicators of the two pilot banks through overall examination, examination by year and quarterly report supervision. Results of examination
and supervision shall be reported to the Leading Group of Pilot Joint-stock Reform for Solely State-owned Commercial Banks under
the State Council on a yearly and quarterly basis.

Chapter V Supplementary Provisions

Article 25

Interpretation of this Guidance is subject to China Banking Regulatory Commission.

Article 26

This Guidance shall come into effect as of March 11th, 2004.

China Banking Regulatory Commission
2004-03-11

FOREIGN TRADE LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2004)

e01195

The Standing Committee of the National People’s Congress

Order of President of The People’s Republic of China

No.15

Foreign Trade Law of The People’s Republic of China has been revised and adopted by the 8th Session of the Standing Committee of the
10th National People’s Congress of the People’s Republic of China. The revised Foreign Trade Law of The People’s Republic of China
is hereby promulgated and shall be implemented as of July 1, 2004.

President of The People’s Republic of China Hu Jintao

April 6, 2004

Foreign Trade Law of The People’s Republic of China (Revised in 2004) ContentChapter 1 General Provisions

Chapter 2 Foreign Trade Dealers

Chapter 3 Import and Export of Goods and Technologies

Chapter 4 International Trade in Services

Chapter 5 Protection of Trade-related Aspects of Intellectual Property Rights

Chapter 6 Foreign Trade Order

Chapter 7 Foreign Trade Investigations

Chapter 8 Foreign Trade Remedies

Chapter 9 Foreign Trade Promotion

Chapter 10 Legal Liabilities

Chapter 11 Supplementary Provisions

Chapter 1 General Provisions

Article 1

This Law is formulated with a view to expanding the opening to the outside world, developing foreign trade, maintaining foreign trade
order, protecting the legitimate rights and interests of foreign trade dealers and promoting the sound development of the socialist
market economy.

Article 2

This Law applies to foreign trade and the protection of trade-related aspects of intellectual property rights.

For the purposes of this Law, “foreign trade” refers to import and export of goods and technologies and the international trade in
services.

Article 3

The authority responsible for foreign trade under the State Council is in charge of the administration of the foreign trade of the
entire country pursuant to this Law.

Article 4

The State shall pursue a uniform foreign trade regime, encourage the development of foreign trade and maintain fair and free foreign
trade order.

Article 5

The people’s Republic of China shall, on the principle of equality and mutual benefit, promote and develop trade relations with other
countries and regions, enter into or participate in such regional economic trade agreements as customs union agreement, free trade
agreement and participate in regional economic organizations.

Article 6

The People’s Republic of China shall, in accordance with the international treaties and agreements to which it is a contracting party
or a participating party grant the other contracting parties or participating parties, or on the principle of reciprocity grant the
other party most-favored-nation treatment or national treatment in the field of foreign trade.

Article 7

In the event that any country or region applies prohibitive, restrictive or other like measures on a discriminatory basis against
the People’s Republic of China in respect of trade, the People’s Republic of China may, as the case may be, take counter-measures
against the country or region in question.

Chapter 2 Foreign Trade Dealers

Article 8

For the purposes of this Law, “foreign trade dealers” refers to legal persons, other organizations or individuals that have fulfilled
the industrial and commercial registration or other practicing procedures in accordance with laws and engage in foreign trade dealings
in compliance with this Law and other relevant laws and administrative regulations.

Article 9

Foreign trade dealers engaged in import and export of goods or technologies shall register with the authority responsible for foreign
trade under the State Council or its authorized bodies unless laws, regulations and the authority responsible for foreign trade under
the State Council do not so require. The specific measures for registration shall be laid down by the authority responsible for foreign
trade under the State Council. Where foreign trade dealers fail to register as required, the Customs authority shall not process
the procedures of declaration, examination and release for the imported and exported goods.

Article 10

The international trade in services shall be carried out in compliance with the provisions of this Law and other relevant laws and
administrative regulations.

The units engaged in foreign contract of construction project or foreign labor cooperation shall be equipped with corresponding eligibility
or qualification. The specific measures therefor shall be laid down by the State Council.

Article 11

The State may implement state trading on certain goods. The import and export of the goods subject to state trading shall be operated
only by the authorized enterprises unless the state allows the import and export of certain quantities of the goods subject to state
trading to be operated by the enterprises without authorization. The lists of the goods subject to state trading and the authorized
enterprises shall be determined, adjusted and made public by the authority responsible for foreign trade under the State Council
in conjunction with other relevant authorities under the State Council.

In the event of importation of the goods subject to state trading without authorization in violation of paragraph 1 of this Article,
the Customs shall not grant release.

Article 12

Foreign trade dealers may accept the authorization of others and conduct foreign trade as an agent within its scope of business.

Article 13

Foreign trade dealers shall, in accordance with the regulations laid down by the authority responsible for foreign trade under the
State Council or other relevant authorities under the State Council in accordance with law, submit the documents and materials relevant
to their foreign trade dealings to relevant authorities. The authorities concerned shall keep business secrets confidential for the
providers thereof.

Chapter 3 Import and Export of Goods and Technologies

Article 14

The State permit free import and export of goods and technologies unless the laws or administrative regulations provide otherwise.

Article 15

The authority responsible for foreign trade under the State Council may, in accordance with the need to supervise import and export,
implement automatic import and export licensing certain goods subject to free import and export and make public the list thereof.

Where the consignee or the consigner of the imported or exported goods subject to automatic licensing submits the automatic licensing
application before going through the Customs declaration procedures, the authority responsible for foreign trade under the State
Council or its authorized authorities shall grant approval. In case of failure to accomplish automatic licensing procedures, the
Customs shall not grant release.

In the case of importing or exporting technologies subject to free import and export, the contracts thereof shall be registered with
the authority responsible for foreign trade under the State Council or its authorized authorities.

Article 16

The State may restrict or prohibit the import or export of relevant goods and technologies for the following reasons that:

(1)

the import or export needs to be restricted or prohibited in order to safeguard the state security, public interests or public morals,

(2)

the import or export needs to be restricted or prohibited in order to protect the human health or security, the animals and plants
life or health or the environment,

(3)

the import or export needs to be restricted or prohibited in order to implement the measures relating to the importations and exportations
of gold or silver,

(4)

the export needs to be restricted or prohibited in the case of domestic shortage in supply or the effective protection of exhaustible
natural resources,

(5)

the export needs to be restricted in the case of the limited market capacity of the importing country or region,

(6)

the export needs to be restricted in the case of the occurrence of serious confusion in the export operation order,

(7)

the import needs to be restricted in order to establish or accelerate the establishment of a particular domestic industry,

(8)

the restriction on the import of agricultural, animal husbandry or fishery products in any form is necessary,

(9)

the import needs to be restricted in order to maintain the State’s international financial status and the balance of international
payment,

(10)

the import or export needs to be restricted or prohibited as laws and administrative regulations so provide, or

(11)

the import or export needs to be restricted or prohibited as the international treaties or agreements to which the state is a contracting
party or a participating party so require.

Article 17

The State may, in the case of the import or export of the goods and technologies relating to fissionable and fissionable materials
or the materials form which they are derived as well as the import or export relating to arms, ammunition and implements for war,
take any measures as necessary to safeguard the state security.

The State may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect
of import or export of goods and technologies.

Article 18

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, in accordance with the provisions of Articles 16 and 17 in this Law, establish, adjust and publish the list of goods
and technologies of which the import or export is subject to restrictions or prohibitions.

The authority responsible for foreign trade under the State Council independently or in conjunction with other relevant authorities
under the State Council may, with the approval from the State Council, decide, on a temporary basis, to impose restrictions or prohibitions
on the import or export of goods and technologies not included in the list provided in the above paragraph within the meaning of
Article 16 and Article 17 in this Law.

Article 19

Goods subject to import or export restriction shall be subject to quota and/or licensing control; technologies whose import or export
is restricted shall be subject to licensing control.

Import or export of any goods and technologies subject to quota and/or licensing control will be effected only with the approval of
the authorities responsible for foreign trade under the State Council or the joint approval of the foregoing authorities and other
relevant authorities under the State Council in compliance with the provisions of the State Council.

Certain imported goods may be subject to tariff rate quota control.

Article 20

Quotas and tariff rate quotas of the imported and exported goods shall be distributed on the principles of transparency, equity, impartiality
and efficiency by the authority responsible for foreign trade under the State Council or the relevant authorities under the State
Council within their respective responsibilities. Specific measures for the distribution shall be laid down by the State Council.

Article 21

The state shall implement the commodity assessment system in a uniform manner and in accordance with the provisions of relevant laws
and administrative regulations carry out certification, inspection or quarantine in respect of imported and exported commodities.

Article 22

The state shall implement origin management in respect of the imported and exported goods. Specific measures thererfor shall be laid
down by the State Council.

Article 23

Where the import or export of cultural relics, wildlife animals, plants and the products thereof are prohibited or restricted by other
laws or administrative regulations, the provisions of relevant laws and regulations shall be observed.

Chapter 4 International Trade in Services

Article 24

In respect of international trade in services, the People’s Republic of China shall, in accordance with the commitments made in international
treaties or agreements to which the People’s Republic of China is a contracting party or a participating party, grant the other contracting
parties or participating parties market access and national treatment.

Article 25

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, pursuant to provisions of this Law and other laws and administrative regulations, administer the international trade
in services.

Article 26

The State may impose restrictions and prohibitions on the international trade in services for the reasons that:

(1)

restrictions or prohibitions are needed to safeguard the state security, public interests or public morals,

(2)

restrictions or prohibitions are needed to protect the human health or security, the animals and plants life or health or the environment,

(3)

restrictions are needed to establish or accelerate the establishment of a particular domestic service industry,

(4)

restrictions are needed to maintain the balance of international payment of the state,

(5)

restrictions or prohibitions are needed as laws and administrative regulations so provide, or

(6)

restrictions or prohibitions are needed as the international treaties or agreements to which the state is a contracting party or a
participating party so require.

Article 27

The State may, in the case of military-related international trade in services, as well as the international trade in services relating
to fissionable and fissionable materials or the materials form which they are derived, take any measures as necessary to safeguard
the state security.

The state may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect
of international trade in services.

Article 28

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, in accordance with the provisions of Articles 26 and 27 in this Law and other relevant laws and administrative regulations,
determine, adjust and publish the market access list of international trade in services.

Chapter 5 Protection of Trade-Related Aspects of Intellectual Property Rights

Article 29

The State shall, in accordance with laws and administrative regulations relevant to intellectual property rights, protect trade-related
aspects of intellectual property rights.

Where the imported goods infringe intellectual property rights and impair foreign trade order, the authority responsible for foreign
trade under the State Council may take such measures as prohibiting the import of the relevant goods from being produced or sold
by the infringer within a certain period.

Article 30

Where the intellectual property right owner is involved in any one of such practices as preventing the licensee form challenging the
validity of the intellectual property right in the licensing contract, conducting coercive package licensing or incorporating exclusive
grantback conditions in the licensing contract, which impairs the fair competition order of foreign trade, the authority responsible
for foreign trade under the State Council may take measures as necessary to eliminate such impairment.

Article 31

If other countries or regions do not grant the legal persons, other organizations and individual from the People’s Republic of China
national treatment in respect of the protection of intellectual property rights, or cannot provide adequate and effective protection
of intellectual property rights for the goods, technologies or services from the People’s Republic of China, the authority responsible
for foreign trade under the State Council may, in accordance with the provisions of this Law and other relevant laws and administrative
regulations and the international treaties or agreements to which the People’s Republic of China is a contracting party or a participating
party, take measures as necessary in respect of the trade with the country or region in question.

Chapter 6 Foreign Trade Order

Article 32

In foreign trade dealings, monopolistic behavior in violation of relevant provisions of anti-monopoly laws and administrative regulations
is not allowed.

In foreign trade dealings, any monopolistic behavior with the effect of eliminating market fair competition shall be disposed of in
accordance with relevant provisions of anti-monopoly laws and administrative regulations. Where any activities in violation of laws
set forth in the former paragraph occur with the effect of impairing foreign trade order, the authority responsible for foreign trade
under the State Council may take measures as necessary to eliminate the impairment.

Article 33

In foreign trade activities, such unfair competition activities as selling the products at unreasonable low prices, colluding with
each other in a tender, producing and releasing false advertisements and conducting commercial bribery and others like are not allowed.

Any unfair competitive practice conducted in the foreign trade activities shall be disposed of in accordance with relevant laws and
administrative regulations against unfair competition.

Where any illegal activities as provided in the previous paragraph occur with the effect of impairing foreign trade order, the authority
responsible for foreign trade under the State Council may take such measures as prohibiting the dealer from importing and exporting
relevant goods and technologies to eliminate the impairment.

Article 34

The following practices are not allowed in foreign trade activities:

(1)

forgery, distortion of origin marks of the imported and exported goods; forgery, distortion or trading of origin certificates of imported
or exported goods, import and export licenses, certificates of import and export quota or any other certificate for import and export;

(2)

defrauding the State of the refunded tax on exports;

(3)

smuggling;

(4)

evading certification, inspection and quarantine inspection as provided by laws and administrative regulations;

(5)

other activities in violation of the provisions of laws and administrative regulations.

Article 35

In foreign trade activities, foreign trade dealers shall act in compliance with relevant provisions of foreign exchange administration
of the state.

Article 36

The authority responsible for foreign trade under the State Council may give a notice to the public the activities in violation of
this Law for impairing foreign trade order.

Chapter 7 Foreign Trade Investigation

Article 37

In order to maintain the foreign trade order, the authority responsible for foreign trade under the State Council may carry out investigations
on the following matters in accordance with laws and administrative regulations at its disposal or in conjunction with other relevant
administrations:

(1)

the impact on the domestic industry as well as the competitive strengths of import and export of goods, import and export of technologies
and international trade in services;

(2)

trade barriers of relevant countries or regions;

(3)

matters needed to be investigated on in order to determine whether such foreign trade remedies as anti-dumping, countervailing or
safeguard measures shall be taken;

(4)

activities that circumvent foreign trade remedies;

(5)

matters in relation to state security in foreign trade;

(6)

matters needed to be investigated on in order to enforce the provisions of Articles 7, 29(2),30,31,32(3) and 33(3).

(7)

Other matters which may have impact on foreign trade order and need to be investigated on.

Article 38

The authority responsible for foreign trade shall give a notice in case of initiating foreign trade investigations.

The investigation may take the form of questionnaires in writing, hearings, on-the-spot investigations, entrusted investigations and
otherwise.

The authority responsible for foreign trade under the State Council shall, on the basis of the findings, submit investigation reports
or make determinations and give public notices.

Article 39

Relevant units and individuals shall provide the foreign trade investigation with cooperation and assistance.

The authority in charge of foreign trade and other authorities under the State Council as well as their staff members shall have the
obligation to keep the state secrets and business secrets known to them confidential during foreign trade investigations.

Chapter 8 Foreign Trade Remedies

Article 40

The State may take appropriate foreign trade remedies on the basis of the findings of foreign trade investigation.

Article 41

Where a product from other countries or regions is dumped into the domestic market at a price less than its normal value and under
such conditions as to cause or threaten to cause material injury to the established domestic industries, or materially retards the
establishment of domestic industries, the State may take anti-dumping measures to eliminate or mitigate such injury, threat of injury
or retardation.

Article 42

Where the export of a product from other countries or regions to the market of a third country causes or threatens to cause material
injury to the established domestic industries, or materially retards the establishment of domestic industries, the authority responsible
for foreign trade under the State Council may, on the request of the domestic industries, carry out consultations with the government
of that third country and require it to take appropriate measures.

Article 43

Where an imported product has directly or indirectly accepts any specific subsidiary granted by the exporting country or region and
under such conditions as to cause or threaten to cause material injury to the established domestic industries, or materially retards
the establishment of related domestic industries, the State may take countervailing measures to eliminate or mitigate such injury
or threat of injury or retardation.

Article 44

Where a product is being imported in substantially increased quantities and under such conditions as to cause or threaten to cause
serious injury to the domestic industry that produces like or directly competitive products, the State may take safeguard measures
as necessary to eliminate or mitigate such injury or threat of injury and provide the industry concerned with necessary support.

Article 45

Where the increase of services provided to China by the service suppliers from other countries or regions causes or threatens to cause
injury to the domestic industries that provide like or directly competitive services, the State may take remedies as necessary to
eliminate or mitigate such injury or threat of injury and provide such industry with necessary support.

Article 46

Where the restriction imposed by a third country on the import of a certain product causes the increase in quantities of such product
imported into the domestic market and under such conditions as to cause or threaten to cause injury to the established domestic industry,
or materially retards the establishment of related domestic industries, the state may take remedies as necessary to restrict the
import of the product concerned.

Article 47

Where any country or region that enters into or participate in the economic and trade treaties or agreements with the People’s Republic
of China deprives the People’s Republic of China of or impairs her interests under such treaties or agreements, or hinders realization
of the object of such treaties or agreements, the People’s Republic of China has the right to request the relevant country or region
to take appropriate remedies and has the right to suspend or terminate its performance of relevant obligations in compliance with
relevant treaties and agreements.

Article 48

The authority responsible for foreign trade under the State Council shall carry out bilateral or multilateral foreign trade consultations,
negotiations and settle disputes in accordance with this Law and other relevant laws.

Article 49

The authority responsible for foreign trade under the State Council and the other relevant authorities under the State Council shall
establish the pre-warning and emergency system for import and export of goods, import and export of technologies and international
trade in services so as to cope with the unexpected and unusual situations in foreign trade for the purpose of safeguarding the economic
security of the State.

Article 50

The State may take necessary anti-circumvention measures against the activities circumventing the foreign trade remedies provided
under this Law.

Chapter 9 Foreign Trade Promotion

Article 51

The State formulates foreign trade expansion strategies, establishes and improves the foreign trade promotion mechanism.

Article 52

The State shall establish and improve financial institutions for foreign trade and establish funds for foreign trade development and
risk as the development of foreign trade requires.

Article 53

The State may take such measures as import and export credit, export credit insurance, export tax refund and other foreign trade promotion
measures for the purpose of developing foreign trade.

Article 54

The State establishes the foreign trade public information service system, providing foreign trade dealers and the public with information
services.

Article 55

The State shall take measures to encourage foreign trade dealer to explore international market, and develop foreign trade by adopting
various forms such as foreign investment, foreign contract of construction project and foreign labor cooperation.

Article 56

Foreign trade dealers may organize or participate in relevant associations or chambers of commerce for importers and exporters in
accordance with the law.

Relevant associations or chambers of commerce shall abide by relevant laws and regulations, provide in compliance with their articles
of association their members with foreign trade related services in aspects of manufacturing, marketing, information and training,
play a positive role in coordination and self-discipline, submit applications for relevant foreign trade remedies, safeguard the
interests of their members and the industry, report to the relevant authorities the suggestions of their members with respect to
foreign trade promotion, and actively promote foreign trade.

Article 57

The organization for the promotion of international trade in China shall, in accordance with its articles of association, engage in
developing foreign trade relations, sponsoring exhibitions, providing information and advisory services and carry out other foreign
trade promotion activities.

Article 58

The State shall support and facilitate the foreign trade carried out by small and medium-sized enterprises with small or middle scale.

Article 59

The State shall support and promote the development of foreign trade in national autonomous areas and economically under-developed
areas.

Chapter 10 Legal Liabilities

Article 60

Anyone who imports or exports the goods subject to the state trading without authorization in violation of Article 11 of this Law
may be imposed on a fine of not more than RMB 50,000 yuan by the authority responsible for foreign trade under the State Council
or other authorities under the State Council; if the circumstances are serious, the aforesaid authorities may refuse to accept the
application submitted by the trade dealer in violation of laws for carrying out imports or exports of the goods subject to state
trading within three years from the date the administrative sanction decision takes effect or may withdraw the granted authorization
of import and export of goods subject to state trading.

Article 61

Anyone who imports and exports the goods of which import and export is prohibited, or imports and exports the goods of which import
and export is restricted without authorization shall be disposed of and punished by the Customs in accordance with relevant laws
and administrative regulations; if the case constitutes a crime, he shall be prosecuted for criminal liabilities in accordance with
the law.

Anyone who imports and exports the technologies of which import and export is prohibited, or imports and exports the technologies
of which import and export is restricted without authorization shall be disposed of and punished in accordance with relevant laws
and regulations; Where no laws or regulations are available to apply to such activities, the authority responsible for foreign trade
under the State Council shall order him to make a rectification, confiscate the illegal proceeds and impose a fine from one to five
times the amount of the illegal gains. If there are no illegal proceeds or the illegal proceeds are less than RMB 10,000 yuan, a
fine from RMB 10,000 yuan to RMB 50,000 yuan shall be imposed; if the case constitutes a crime, he shall be prosecuted for criminal
liabilities in accordance with the law.

The authority responsible for foreign trade under the State Council and other relevant authorities under the State Council may, from
the date when the administrative sanction decision or criminal penalty judgment takes effect as provided in paragraphs 1 and 2 of
this Article, refuse the applications for import and export quotas or licenses submitted by the law-breaker, or prohibit the law-breaker
from engaging in the import and export of relevant goods and technologies within a period from one to three years.

Article 62

Anyone who engages in the international trade in services subject to prohibition or engages in international trade in services subject
to restriction without authorization shall be disposed of and punished in accordance relevant laws and administrative regulations;
Where no laws or regulations are available to apply to such activities, the authority responsible for foreign trade under the State
Council shall order him to make a rectification, confiscate the illegal gains and impose a fine from one to five times the amount
of the illegal proceeds. If there are no illegal proceeds or the illegal proceeds are less than RMB 10,000 yuan, a fine from RMB
10,000 yuan to RMB 50,000 yuan shall be imposed; if the case constitutes a crime, he shall be prosecuted for criminal liabilities
in accordance with the law.

The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or
criminal penalty judgment takes effect as provided in the previous paragraph of this Article, prohibit the law-breaker from engaging
in relevant international trade in services within a period from one to three years.

Article 63

Anyone who acts in violation of the provision of Article 34 of this Law shall be punished in accordance with relevant laws and administrative
regulations; if the case constitutes a crime, he shall be prosecuted for criminal liabilities in accordance with the law.

The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or
criminal penalty judgment takes effect as provided in the

CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY ON ABOLISHING THE INTERIM PROVISIONS ON THE ADMINISTRATION OF WAGES OF FOREIGN-FUNDED ENTERPRISES

the Ministry of Labor and Social Security

Circular of the Ministry of Labor and Social Security on Abolishing the Interim Provisions on the Administration of Wages of Foreign-funded
Enterprises

No. 16 [2004] of the Ministry of Labor and Social Security

The labor and social security offices or bureaus of all provinces, autonomous regions, municipalities directly under the Central Government,

Circular of the former Ministry of Labor concerning Printing and Distributing the Interim Provisions on the Administration of Wages
of Foreign-funded Enterprises (No. 46 [2004] of the Ministry of Labor) was decided to be abolished after deliberation. The documents
on interpretation of this Circular shall be abolished simultaneously, namely the Reply of the General Office of the Ministry of Labor
to the Request for Instructions on the Ownership of the Disposal Power of the Nominal Wage of Chinese Senior Managers in Chinese-foreign
Equity Joint Venture Enterprises and Chinese-foreign Contractual Joint Enterprises (No. 106 [2004] of the Ministry of Labor).

After the aforesaid documents are abolished, the authorities in all places shall continue to strengthen the supervision over and inspection
of the conditions of how wages are paid to the workers in foreign-funded enterprises and cooperate with relevant departments on relatisng
issues.

the Ministry of Labor and Social Security

May 18th, 2004

the Ministry of Labor and Social Security
2004-05-18

DECISION OF THE STATE COUNCIL ON REFORMING THE INVESTMENT SYSTEM

State Council

Decision of the State Council on Reforming the Investment System

No.20 [2004] of the State Council

July 16th,2004

Since the reform and opening up to the outside world, the State has made a series of reforms on the original investment system, which
have broken the highly centralized mode of investment administration under the traditional planned economic system, and have formed
into a new structure of multi-investors, multi-channels of capital resources, and diversification of ways of investment, as well
as market-oriented project construction. However, some deep-level inconsistencies and problems of the existing investment system
have not been radically solved. In particular, the investment decision-making right of enterprises has not been fully put to effect;
the fundamental role of the market in allocating resource has not been brought into full play; the scientific level and democratization
level of government investment decisions need to be further improved; and the efficiency of investment macro-control and supervision
needs to be enhanced. Therefore, the State Council decides to further deepen the reform of investment system.

Guidelines and Target for Deepening the Reform of the Investment System

The guidelines for deepening the reform of investment system are: in accordance with the requirements for improving the socialist
market economic mechanism, the fundamental role of the market in allocating resources shall be brought into full play under the macro-control
of the State, the enterprises’ status as the major subject of investment shall be established, and the government’s investment acts
shall be regulated, the legal rights and interests of the investors shall be protected, so as to create a market environment conducive
to the fair and orderly competition of all investors, promote the rational flow and effective allocation of elements of production,
optimize the investment structure, and raise investment returns, as well as push forward the coordinated development of economy and
overall progress of society.

The target for deepening the reform of investment system are: we should reform the system of government oversight of corporate investment
and put into effect the right of enterprises to make their own investment decisions in line with the principle that “the investor
makes their own investment decisions, reaps the profits and bears the risks”; the government’s investment functions shall be rationally
defined, more scientific investment decisions shall be made in a more democratic way, and an accountability mechanism shall be established
to hold decision makers responsible for their improper decisions; financing channels shall be further expanded to have enterprises
fund their projects through diversified means; standardized investment intermediary service organizations shall be nurtured with
the reinforcement of industry self-discipline so as to promote fair competition; a perfect investment macro-control system shall
be established, the macro-control mode shall be improved, and macro-control means shall be perfected; legislation progress in the
investment field shall be speeded up; investment supervision shall be reinforced to protect standardized investment and build the
market order. A new type of investment system shall be finally established through deepening reform and expanding the opening up,
in which investments are guided by the market, the enterprises shall make their own investment decisions, the banks shall make examination
and approval on loans independently, and diversified ways of financing, standardized intermediary services, and effective macro-control
are available.

II.

Transforming the Administrative Functions of the Government and Establishing the Status of Enterprises as the Main Subject of Investment

The system of examination and approval for projects shall be reformed to put into effect the right of the enterprises to make their
own investment decisions. The existing measures for the administration of enterprise investments, which are subject to the examination
and approval of the governments at various levels and the relevant departments respectively without exception according to the scale
of investment without differentiating the subjects of investment, resources of capital, and nature of projects, shall be reformed
out and out. From now on, nongovernmental-funded corporate projects shall no longer stick to the examination and approval system,
and shall adopt an approval and registration and recording system through differentiating different circumstances. The government
will only conduct ratification on the major projects and projects of restricted kinds from the standpoint of maintaining public interests,
and other projects will follow the registration and recording system whatever the scale is. The enterprises shall make decisions
by themselves according to the market prospects, economic benefits, capital resources and product technical plans of their projects,
shoulder the risk of losses, and go through such formalities as the environmental protection, land use, resource utilization, work
safety, and city planning, as well as the formalities for confirmation of deduction and exemption of taxes according to law. The
government may only make examination on and approval for capital application report of enterprises on projects invested and constructed
by using the government subsidies, allocated loan proceeds, and discount interests. All the regions and departments shall improve
the measures for the administration accordingly, regulate administrative acts, and no one may keep the rights for making decision
on investment of enterprises in any name.

Standardizing the ratification system of the government. The scope of ratification system shall be strictly restricted, and shall
be adjusted on time according to the circumstances. The Catalogue of Investment Projects Approved by the Government (hereinafter
referred to as the Catalogue) shall be brought forward by the competent investment department of the State Council together with
the relevant department after making research, and shall be implemented after being reported to and approved by the State Council.
No region or department may add or reduce without authorization the scope as prescribed by the Catalogue without the approval of
the State Council.

An enterprise may only submit project application reports to the government for its investment and construction of any project, which
is subject to ratification system, and such procedures as the approval of project proposals, feasibility study report and report
for starting construction shall not be stuck to any longer. The government shall make examination on the project application reports
submitted by enterprises mainly from such aspects as maintaining economic security, rationally exploiting and utilizing resources,
preserving bio-environment, optimizing major arrangement, protecting public interests and preventing monopolies. For foreign investment
projects, the government shall also make approval from such aspects as the market access and capital project management. The relevant
departments of the government shall formulate strict and standardized ratification system, clarify the scope and contents of ratification
and the application procedures thereof, as well as the handling time limit, and publicize them to the general public, so as to improve
the efficiency for handling affairs and boost up the transparency.

Perfecting the registration and recording system. The registration and recording system shall be followed for the corporate investment
projects outside the Catalogue. Unless specified differently by the State, an enterprise shall put such projects on archives with
the competent investment department of the local government in light of the principle of territory. The detailed implementation measures
for registration and recording system shall be formulated by the people’s governments at the provincial level. The competent investment
department of the State Council shall strengthen guidance to and supervision over the recording work to prevent the disguised examination
and approval in the name of registration and recording.

Enlarging large enterprise groups’ right of making decision on investment. Where a super enterprise group which follows a basic modern
enterprise system invests in any of the projects within the Catalogue, it may file an application for ratification on the per project
basis, or compile medium and long-term development and construction programs and, after the construction program has been approved
by the State Council or the competent investment department of the State Council, no application shall be filed for approval for
the projects in the program falling within the Catalogue any more, and only archival filing formalities are handled. The enterprise
group shall report to the relevant departments of the State Council in time the conditions for the implementation of the program
and the construction of the project.

Encouraging social investments. The government shall broaden the investment fields of social capital, and allow the social capital
enter into the fields of utilities and infrastructure projects and other industries and fields not prohibited by any law or regulation.
The price of public products shall be regulated step by step, and such measures as the injection of capital money, discount interests
of loans and tax preferences shall be taken to encourage and guide the social capital to participate in the construction of for-profit
public welfare and infrastructure projects by ways of individual proprietorship, joint ventures, cooperation, joint management, project
financing, etc.. As for those projects involving the development and utilization of state monopoly resources and requiring unified
planning and arrangement, the government may make public invitation to the society to select the realtors of the projects after the
construction program has been determined. Enterprises of various ownerships whose conditions are mature shall be encouraged and supported
to make investment overseas.

Further broadening the financing channel of corporate investment projects. Enterprises of various kinds shall be permitted to raise
investment capital by way of stock right financing to establish multi-level capital market with the mutual supplementary of various
ways of collection. Experiments shall be conducted on some infrastructure projects with stable returns, which are selected upon the
approval of the competent investment departments and securities regulatory organs of the State Council, to raise construction funds
by ways of public issuance of stocks and transferable bonds. The bond issuance management system of enterprises shall be reformed
under the prerequisite of strict prevention of risks to enlarge the scale of issuance of enterprise bonds and increase the types
of enterprise bonds. The system of examination and approval for loans on fixed assets and the corresponding risk management system
shall be ameliorated and perfected in accordance with the market principle to support the project construction by using loans of
banking groups, financial leasing, project financing and financial counselor, and other various business ways. Enterprises of various
ownerships shall be permitted to apply for foreign loans in accordance with the relevant provisions. The relevant laws and regulations
shall be formulated, and the system of financing of small and medium sized enterprises and credit guarantee shall be established
to encourage banks and various qualified guarantee institutions to make research and innovation on ways of guaranty for project financing,
and various forms shall be adopted to enhance the capital strength of guarantee organs and promote the establishment of investment
companies for small and medium sized enterprises, and establish and perfect a business-starting investment mechanism. Investment
funds of various kinds shall be regulated for their development. Insurance capital shall be encouraged and promoted to invest in
the infrastructures and major construction projects indirectly.

Regulating the corporate investment acts. Enterprises of various kinds shall strictly abide by the laws and regulations on state land
and resources, environmental protection, work safety, and city planning, etc., strictly implement the industrial policies and vocational
access standards, and shall not invest to construct the projects restricted from development by the state; they shall also keep good
faith and abide by law, maintain the public interests, ensure the quality of projects and improve the investment benefits. The state-owned
enterprises and state-owned share holding enterprises shall, in accordance with the requirements for reform of state-owned assets
management system and modern enterprise systems, establish and perfect the system of contributors of state-owned assets, investment
risk restriction mechanism, scientific and democratic investment decision-making system and major investment accountability system.
They shall also strictly implement the legal person accountability system for investment projects, capital money system, bid invitation
and tendering system, project supervision system and contract management system.

III.

Improving the government investment mechanism and regulating the government investment acts

Properly defining the scope of government investment. The government investment is mainly used in fields concerning national security
and the economic and social fields where the resources cannot be allocated effectively through market, including strengthening the
construction of public welfare and public infrastructure, protecting and improving the environment, promoting the economic and social
development of underdeveloped regions, and pushing forward scientific and technological progress and industrialization of high and
new technology. Items that can be constructed through social investment shall be constructed through utilizing social capital as
is possible. The rights of the central government and the local governments in the investment affairs shall be divided properly.
The investment of the central government shall, in addition to arranging the building of regime of itself, mainly arrange for the
trans-regional and trans-basin projects and projects that have major influence on the overall arrangement of economic and social
development.

Perfecting decision-making mechanism for government investment projects. Scientific decision-making rules and procedures shall be
further improved and adhered to have the decision of government on investment projects made scientifically and democratically; government
investment projects shall be subject to the evaluation and reasoning of intermediary consulting institutions meeting the qualification
requirements in general, and competition mechanism shall be brought into the consulting and evaluation, and reasonable competition
rules shall be formulated; for projects of special importance, the system of expert appraisal shall be implemented; public notice
system of government investment projects shall be implemented step by step, and opinions and suggestions of all parties concerned
shall be widely solicited.

Regulating the management on government investment funds. Medium and long-term program and annual plan for government investment shall
be worked out, and various government investment funds shall be arranged as a whole and used properly, including investment within
the budgets, various special construction funds, foreign loans borrowed uniformly, etc.. The government investment fund may take
such ways as the direct investment, injection of capital money, investment subsidy, re-loan, discount interests for loans, etc, according
to the project arrangements, and upon the need of capital resources, project nature and adjustments. In case the government investment
fund is invested by way of injection of capital money, the representatives of contributors shall be determined. Management measures
shall be determined accordingly in light of the different type of capital and ways for the use of the capital to realize the decision-making
procedures for government investment and capital management regulated scientifically, systematically and conforming to the standard.

Simplifying and regulating the procedures for the examination and approval of government investment projects, and properly dividing
the power of examination and approval. The power of examination and approval of projects between the central government and local
government, between the competent investment department of the State Council and the relevant departments shall be distributed properly
according to the nature of the projects, capital resources and division of rights to handle affairs. For government investment projects,
if the ways of direct investment and capital injection have been adopted, only the project proposal and feasibility study report
may be subject to the examination and approval from the point of view of investment decision-making, and the report for starting
the construction shall no longer be examined and approved except in special circumstances; meanwhile, the work for the examination
and approval of preliminary design and budgetary estimate on government investment projects shall be strictly conducted; where such
ways as investment subsidy, re-loan and discount interests for loans are adopted, only the capital application report shall be subject
to examination and approval. The concrete division of power and procedures for examination and approval shall be formulated by the
competent investment department of the State Council together with the relevant parties concerned after research, and shall be promulgated
and implemented after being reported to and approved by the State Council.

Strengthening management on government investment projects and improving the ways for the implementation of construction. The construction
standards for government investment projects shall be standardized and revised and improved in pace with the change of reality. Investment
capital plans shall be made known according to the progress of project construction. Administration on intermediary services for
government investment projects shall be strengthened to implement qualification management on such intermediary institutions of consultation
and evaluation, tendering agency, etc. to improve the quality of intermediary services. As for non-operating government investment
projects, the implementation of contractor system for construction shall be accelerated, e.g., a professional project management
entity shall be selected by way of bid invitation to take charge of the carrying out of construction, strictly control the project
investment, quality and time limit of the project, and to be responsible for transferring the project to the entity using the project
after completion and checking and acceptance. The consciousness of investment risk shall be boosted up, and risk control mechanism
for government investment projects shall be established and perfected.

Introducing the market mechanism, and bringing into full play the benefits of government investment. The governments at various levels
shall create conditions, and make use of franchising, investment subsidies, and various ways to attract social capital to participate
in the construction of projects of public welfares and public infrastructures, which have reasonable returns and certain investment
proceeds. Projects that are of monopoly or franchising nature shall be tried. Fair competition shall be carried out to protect public
interests through the realtor bid invitation system. The established government investment projects which has competent conditions
may be transferred with the property right or business property right according to law upon approval, the capital returned shall
be invested in the public welfares and construction of various infrastructures continuously.

IV.

Strengthening and improving macro-control on investment

Improving the system of macro-control on investment. The National Development and Reform Commission shall, under the guidance of the
State Council and together with other relevant departments, control the investment activities of the whole society according to the
division of functions, with close cooperation, mutual collaboration, effective operation and supervision according to law, keep rational
investment scale, optimize investment structure, improve investment benefit, and promote the sustained, coordinated and healthy development
of national economy and overall progress of society.

Improving the ways of macro-control on investment. Economic, legal and necessary administrative measures shall be combined comprehensively
to ensure effective control on the investment of the whole society with the indirect control as the main way of control. The relevant
departments of the State Council shall, on the basis of medium and long term program for national economic and social development,
compile development and construction programs in such major fields as education, science and technology, health, communications,
energy sources, agriculture, forestry, water conservancy, zoology construction, environmental protection, and development of strategic
resources, etc., including necessary special development and construction program, clarify the guidelines, strategic target of development,
and overall arrangements and major construction projects, etc.. The development and construction program approved according to the
prescribed procedures shall be an important basis for investment decision-making. The governments at all levels and the relevant
departments shall make efforts to improve government investment benefits and guide social investment, formulate and adjust in time
the Catalogue for Guiding Fixed Assets Investment and the Catalogue of Industries for Guiding Foreign Investment, and clarify the
investment projects encouraged, restricted and prohibited by the state. They shall also establish a system of release of investment
information, releasing in time such information as the control target of the government to the investment, major control policies,
investment status of major industries, and development trend, etc., to guide the investment activities of the whole society. A scientific
system of industry access shall be established to regulate the standards of environmental protection, safety standards, energy cost
and water cost standards, and product technology, quality standard of major industries, so as to prevent repeated low level construction.

Coordinating means of macro-control on investment. The government investment scale shall be determined properly according to the requirements
of national economic and social development and the need of macro-control to have the state positively guide and effectively control
the investment of the whole society. Social investment shall be guided through flexible application of investment subsidy, discount
interest, price, interests rate, and taxation, etc. to optimize the industrial structure and regional structure of investment. Credit
policies shall be formulated and adjusted according to the circumstances to guide the total amount and direction of the medium and
long term loans. Land use system shall be rigorously enforced and regulated to bring into full play the role of land supply to the
control and guidance of private investment.

Strengthening and improving investment information statistics work. The work of investment statistics shall be strengthened to reform
and improve the system of investment statistics, and further accurately and completely reflect the stock of fixed assets of the whole
society and the situation of investment operation in time, and establish various information sharing mechanisms to provide scientific
basic information for macro-control on investment. System of early warning and prevention of investment risk shall be established
to strengthen monitoring and analysis on macro economic and investment operation.

Strengthening and improving supervision over investment

Establishing and improving the supervision system on government investment. The accountability system of government investment shall
be established to ensure that the departments and entities of project consultation, investment project decision-making, design, construction,
and supervision bear corresponding responsibilities. In case any department or entity which fails to abide by the laws and regulations
and causes damages to the state, the relevant responsible person shall be subject to administrative and legal liabilities according
to law. The government investment balance mechanism shall be improved, the competent investment department, finance department and
other relevant departments concerned shall make mutual supervision over the administration of government investment according to
their own division of work. The auditing department shall perform duties entirely according to law, and further strengthen auditing
and supervision over the projects with the government investment, so as to improve the level of government investment administration
and investment benefits. The system of audit on major projects shall be improved, and the system of afterward appraisal on government
investment projects shall be established to make supervision over government investment projects all through the process. A social
supervision mechanism shall be established for the government investment projects to encourage the general public and news media
to conduct supervision over the government investment projects.

Establishing and improving an enterprise investment supervision system with coordination and cooperation. The departments of state
land and resources, environmental protection, urban planning, quality supervision, bank regulation, securities regulation, foreign
exchange administration, industry and commerce administration, and work safety supervision, etc. shall strengthen supervision over
the investment activities of enterprises, and shall not handle relevant license formalities for those not in conformity with the
laws and regulations and the provisions of state policy. In case anyone does not abide by the relevant laws and regulations during
the process of construction, the relevant departments concerned shall order it to correct in time and severely punish it according
to law. The competent investment department of the government at various levels shall strengthen supervision over and inspection
on the enterprise investment projects during the course and after the construction, for those projects not complying with the industrial
policy and standards for industrial access and the projects being constructed without authorization and without going through corresponding
approval or permission formalities, the relevant departments shall order it to stop construction, and affix liabilities to the relevant
enterprises and personnel. The auditing departments shall make audit supervision over the investment of state-owned enterprises according
to law to promote the inflation-proof and increment of the state-owned assets. The system of good faith on enterprise investment
shall be established to punish and expose to the open air the provision of false information and in violation of laws and regulations
in the declaration and construction of any project, and restrict the investment construction activities within a certain period of
time.

Strengthening supervision over the investment intermediary service institutions. The various investment intermediary service institutions
shall be severed from the departments of government and follow the principle of good faith, strengthen self-discipline, so as to
provide intermediary services with high quality and diversity. The various investment intermediary institutions shall be encouraged
to take the form of partnership, stock-limited enterprises and other various forms to make reorganization and restructuring. Trade
associations of investment intermediary institutions shall be improved and perfected to set up an industry management system with
legal regulation, government supervision and industry self-discipline. Regional blocks and industrial monopoly shall be broken to
establish an open, fair and just investment intermediary service market, and intensify the legal liabilities of intermediary service
institutions.

Improving laws and regulations and making supervision and administration according to law. The relevant laws and regulations relating
to investment shall be formulated and perfected to protect the legal rights and interests of investors, and maintain such a market
environment in which investment subjects compete against each other in a fair and orderly way, investment elements flow rationally
and the market plays a fundamental role in allocating resources, and regulate the investment acts of various investment subjects
and investment management activities of the government. The relevant laws and regulations shall be earnestly implemented, and the
finance and economic disciplines shall be enforced strictly to block up the loopholes in management, reduce construction costs, and
improve investment benefits. Inspections on law enforcement shall be strengthened to cultivate and maintain a standardized construction
market order.

Annex: Catalogue of Investment Projects Approved by the Government (Text 2004)

Annex:Catalogue of Investment Projects Approved by the Government (Text 2004)

Brief Introduction:

The projects listed in this Catalogue shall refer to the major and restricted fixed assets investment projects invested and constructed
by enterprises without using government capital.

Except for investment projects that are prohibited by the state laws and regulations and the special provisions of the State Council,
if any enterprise invests to construct the projects outside this Catalogue without using the government capital, it shall be subject
to recording.

The relevant provisions shall be applied by analogy to the examination and approval of projects as specified by the state laws and
regulations and the State Council.

The Catalogue has made prescription on the power of approval of the government, of which:

(1)

The projects “approved by the competent investment department of the State Council” as specified in the Catalogue shall be subject
to approval by the competent investment department of the State Council together with the competent trade department, of which the
major projects shall be subject to the approval of the State Council.

(2)

The projects “approved by the competent investment department of local government” as prescribed by the Catalogue shall be subject
to approval by the competent investment department of local government together with the competent trade departments at the corresponding
level. The provincial government may divide the power of approval of the competent investment department of local governments at
various level according to the circumstances of the locality and nature of projects, but the power of approval shall not be transferred
to the lower level competent department in case the Catalogue unambiguously provides that the projects shall be subject to approval
by the competent investment department of provincial government.

(3)

Special authorization shall be made to t

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS

State Administration of Foreign Exchange

Notice of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Control on Individual Foreign
Trade Operations

Hui Fa [2004] No.86

August 10, 2004

The branches of the State Administration of Foreign Exchange (hereinafter referred to as SAFE) or the departments of foreign exchange
control of all provinces, autonomous regions and municipalities directly under the Central Government, the branches of SAFE in Shenzhen,
Dalian, Qingdao, Xiamen and Ningbo, and all Chinese-capital banks designated for the foreign exchange business:

In order to promote the development of foreign trade and the facilitation of it and to improve the foreign exchange control, this
Notice is hereby promulgated as follows concerning the policy of foreign exchange control related to foreign trade in goods by individual
foreign trade operators:

“Individual foreign trade operators” used in the Notice refer to individuals who have gone through the industrial and commercial registration
or other formalities for business operation according to law, obtained the individual license of the industrial and commercial business
or other certificate of business operation, made registration for record according to the provisions of the competent department
of commerce of the State Council (with the exception where no archive registration is required by law) and obtained the right of
engaging in foreign trade operation.

To engage in foreign trade operation, the individual foreign trade operator shall go through the formalities for access to China Electronic
Port with the customs, and then go through the formalities for archive registration for the Roll of Import Entities Making External
Payment of Foreign Exchange or the verification of receipt of foreign exchange by export with the foreign exchange bureau (hereinafter
referred to as the “foreign exchange bureau”) of the place where he has made his industrial and commercial registration or has obtained
his business qualifications. Not until all the formalities mentioned above have been gone through can the individual foreign trade
operator open any settlement account of individual foreign trade or handle any receipt or payment of foreign exchange.

When making the archive registration for the Roll of Import Entities Making External Payment of Foreign Exchange or the verification
of receipt of foreign exchange by export, the individual foreign trade operator shall provide the foreign exchange bureau with the
following materials:

(1)

an application;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the duplicate and the copy of his license of industrial and commercial business or other certificates of business operation obtained
lawfully;

(4)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(5)

his registration certificate by the customs and its copy;

(6)

the code certificate of his organization and its copy;

(7)

his IC card of “China Electronic Port”; and(8) other materials required by the foreign exchange bureau.

The foreign exchange bureau shall handle relevant formalities for the individual foreign trade operator if all the materials mentioned
above are inerrably submitted.

The individual foreign trade operator may, with the approval of the foreign exchange bureau, open an individual settlement account
of foreign trade according to the need of his operation.

To apply for an individual settlement account of foreign trade, the individual foreign trade operator shall submit to the foreign
exchange bureau the following materials:

(1)

an application for opening an account in writing ;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(4)

the code certificate of his organization and its copy; and

(5)

other materials required by the foreign exchange bureau.

After checking and verifying all the materials mentioned above and finding no inerrability in them, the foreign exchange bureau shall
issue an Approval for Current Operation, by which the individual foreign trade operator may open an account with a bank engaging
in foreign exchange business in his place (hereinafter referred to as the “bank”). When opening an individual settlement account
of foreign trade for an individual, the bank shall add the word “individual” to the account post_title.

The foreign trade settlement accounts of individual foreign trade operators shall be incorporated into the information system of foreign
exchange account management. The limits thereon shall be fixed at 100% of the actual receipt of foreign exchange under the trade
of individual foreign trade operators in goods.

The access procedures and technical regulations on the incorporation of foreign trade settlement accounts of individual foreign trade
operators into the information system of foreign exchange account management shall be issued by the SAFE separately. Before such
issuance, formalities of foreign exchange control such as opening and closing of accounts mentioned above shall be handled by hand
temporarily.

The collection and payment in the foreign trade settlement account of a foreign trade operator means the collection and payment of
foreign exchange under the import and export of goods, including incidental the collection and payment under the trade in goods.

The foreign trade settlement account is a foreign exchange account so that no foreign cash can be deposited in or withdrawn from it.

Foreign exchange fund may be transferred between the individual foreign trade settlement account and the individual foreign currency
savings account of the same person, however, the fund transferred from the individual savings account to the foreign trade settlement
account shall be limited to external payment on the date of such transfer and can not be made for settlement of exchange. Fund in
the individual foreign trade settlement account may be transferred to the individual foreign cash savings account, however, fund
in the individual foreign cash savings account may not be transferred to the individual foreign trade settlement account.

In his operation of foreign trade in goods, the individual foreign trade operator may make purchase, external payment and settlement
of foreign exchange either directly with the bank or through his individual foreign trade settlement account. However, they can go
through formalities for external payment of foreign exchange neither directly through the individual foreign currency savings account
nor through other foreign currency savings accounts of the operator used alternatively or together.

Where any price of goods needs to be paid in advance externally under the trade in goods and one payment of equivalence is below US$30,000(including
US$30,000), the individual foreign trade operator shall go through the formalities for the external payment with the bank by presenting
relevant certifying materials such as the import contract, the verification form of payment of foreign exchange by import and the
proforma invoice. Where one payment of equivalence is beyond US$30,000, the individual foreign trade operator shall present the import
contract, the verification form of payment of foreign exchange by import, the proforma invoice and the letter of guarantee for such
payment in advance.

The foreign exchange receipt of the individual foreign trade operator from export of goods may be directly settled, or settled through
depositing it in his individual foreign trade settlement account, or settled through depositing it in his individual foreign trade
settlement account and then transferring it to his individual foreign currency savings account.

(1)

Where the amount in a lump sum is equal to or below the equivalent of US$10,000, the operator shall settle the foreign exchange directly
with the bank by presenting his ID certificate;

(2)

Where the amount in a lump sum or the cumulative sum in one day is more than the equivalent of US$10,000:

(a)

If the transaction is to be settled in form of letter of credit, letter of guarantee or documentary collection, the operator shall
go through the formalities for the settlement of foreign exchange by presenting the valid commercial documents in any kind of such
forms.

(b)

If the transaction is to be settled in form of remittance and the settlement of foreign exchange in self-operated export is directly
done or after depositing into the individual foreign trade settlement account, the operator shall go through the formalities for
settlement of foreign exchange with the bank after the verification of its authenticity by the bank by presenting the relevant certifying
documents such as his ID certificate, the export entry and the verification form of receipt of foreign exchange by export.

(3)

In the case of settlement of foreign exchange through depositing into the individual foreign trade settlement account and transferring
to the individual foreign currency savings account, in addition to the provisions of the two preceding items, the Circular of the
State Administration of Foreign Exchange on Problems Related to the Standardization of the Management of Residents’ Personal Foreign
Exchange Settlement (SAFE No. 18 [2004]) shall be abided by.

10.

As to the method of supervision under which a verification form of receipt of foreign exchange by export is required for export entry,
the individual foreign trade operator shall apply to the foreign exchange bureau for the verification form in accordance with the
relevant present provisions. The foreign exchange bureau shall, according to the situation of the operator’s business and the verification
performance, determine the number of verification forms to be issued and issue them to the operator. Any new individual foreign trade
operator applying for verification forms for the first time, in addition, shall present the original copy and the copy of the relevant
contract to the foreign exchange bureau which shall determine the number of verification forms to be issued and issue them to the
operator according to the concrete situation after auditing.

11.

In case individuals receive funds from abroad or making external payment in the operation of foreign trade, they shall handle statistical
declaration of international balance of payment in accordance with the provisions of the Measures for the Statistical Declaration
of International Balance of Payment and other relevant provisions and fill corresponding corporate declaration forms.

12.

The receipt and payment of foreign exchange of the individual foreign trade operator under the technology import and export and the
service trade shall be handled in accordance with the relevant provisions concerning the control of foreign exchange under non-trade
account of domestic institutions. Individuals’ receipt and payment of foreign exchange under capital and financial accounts shall
be handled in accordance with the relevant present provisions concerning the foreign exchange control.

This Circular shall not apply to individual foreign operators’ operation of any border trade or foreign trade in goods in any special
economic zones such as bonded areas or export processing areas.

13.

Individual foreign trade operators shall accept the supervision and inspection of the foreign exchange bureau. The foreign exchange
bureau shall, pursuant to the Regulations of the People’s Republic of China on Foreign Exchange Control and other regulations on
foreign exchange control, impose punishment on any individual foreign trade operator who violates this Circular or any other provisions
on foreign exchange control. If the violation constitutes a crime, the judicial departments shall investigate the violator for criminal
responsibility.

14.

Other matters on foreign exchange control not covered or clearly provided herein shall be handled by referring to the current policy
for control of foreign exchange related to foreign trade activities by domestic institutions.

This Circular shall go into effect 30 days later after its promulgation. After receiving this Notice, each branch of the SAFE and
department of foreign exchange shall promptly transmit the Notice to the sub-branches and banks under its jurisdiction and make it
public. Each Chinese-capital bank designated for foreign exchange business shall promptly transmit the Notice to its affiliated branches
and sub-branches. Any question occurred in the implementation of this Notice shall be fed back promptly to the SAFE.

State Administration of Foreign Exchange
2004-08-10

COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (2004 REVISION)

e00241

Standing Committee of the National People’s Congress

Company Law of the People’s Republic of China (2004 Revision)

(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29th, 1993. Revised for
the first time by the thirteenth session of the Standing Committee of the Ninth People’s Congress on December 25th, 1999; Revised
for the second time at the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s Republic
of China on August 28th, 2004)

ContentsChapter I General Provisions

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Section 2 Organizational Setup

Section 3 Solely State-owned Company

Chapter III Establishment and Organizational Setup of Joint Stock Company Limited

Section 1 Establishment

Section 2 Shareholder’s Meeting

Section 3 Board of Directors, Manager

Section 4 Supervisory Committee

Chapter IV Issue and Transfer of Shares of a Joint Stock Company Limited

Section 1 Issue of Shares

Section 2 Transfer of Shares

Section 3 Listed Company

Chapter V Corporate Bonds

Chapter VI Financial Affairs and Accounting of a Company

Chapter VII Merger and Division of a Company

Chapter VIII Bankruptcy, Dissolution and Liquidation

Chapter IX Branches of Foreign Companies

Chapter X Legal Responsibilities

Chapter XI Supplementary Provisions

Chapter I General Provisions

Article 1

The law is formulated in conformity with the Constitution with a view to establishing a modern enterprise system, standardizing the
organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors,
maintaining the socialist economic order and promoting the development of the socialist market economy.

Article 2

The term “company” as used in this law refers to a limited liability company or a joint stock company limited set up within the territory
of the People’s Republic of China pursuant to the provisions of this law.

Article 3

A limited liability company and a joint stock company limited are enterprise legal persons.

With respect to a limited liability company, a shareholder bears the responsibility to the company within the limit of the amount
of investment made by the shareholder and the company shall bear the responsibility for its debts with all its assets.

With respect to a joint stock company limited the entire capital is divided into shares of equal amount and the shareholders bear
responsibilities to their company within the scope of the number of shares they hold and the company shall bear responsibilities
for its debts with all its assets.

Article 4

Shareholders of a company, as capital contributor, shall be enpost_titled to enjoy capital gains, make major policy decisions and choose
managers in proportion to share of the investment they make in the company.

A company shall enjoy all legal person property rights formed by the investment by shareholders, enjoy civil rights, and bear the
civil responsibilities pursuant to law.

Ownership of the State-owned property rights in a company belongs to the State.

Article 5

A company shall operate independently with all its assets, and be responsible for its own profits and losses.

Under the macro-economic control and regulation by the State, a company shall have the autonomy in organizing its own production and
operations in accordance with market demand so as to raise its economic efficiency, step up its productivity and preserve and accrete
the value of its assets.

Article 6

A company shall institute an internal management system with a clear division of power and responsibility, a scientific management,
and a combine mechanism of incentives and restrictions.

Article 7

In changing over to a company, a State-owned enterprise shall first of all change its original operational mechanism, gradually and
systematically make an inventory of its own assets, define its own property right, clear its own credits and debts, appraise its
own assets and establish a standard internal organizational setup pursuant to law and administrative regulations concerned.

Article 8

A limited liability company or a joint stock company limited shall be set up pursuant to this law. Only those that can fulfill the
requirements as stipulated in this law can be registered as limited liability companies or joint stock companies limited; those that
cannot fulfill such requirements cannot be registered as a limited liability company or joint stock company limited.

Article 9

A limited liability company established pursuant to this law shall cover the words “limited liability” in its name.

A joint stock company limited established pursuant to this law shall be clearly indicated as a joint stock company limited in its

Article 10

A company shall make the location of its principal place of business as its address.

Article 11

A company established pursuant to this law shall formulate its Articles of Association that have a binding force on the company, its
shareholders, directors, supervisors and managers alike.

The scope of business shall be defined in the Articles of Association and registered pursuant to law. If the scope of business covers
items restricted by law or administrative regulations, it shall be subject to approval pursuant to law.

A company shall perform its business activities within the scope registered. If a company has revised its Articles of Association
in accordance with legal procedures and registered for alteration with the registration authorities, it may change the scope of business.

Article 12

A company may invest in other limited liability companies or joint stock companies limited and bear responsibility to the companies
in which it has invested in proportion to the amount of investment it has made.

Apart from investment companies and holding companies as specified by the State Council, where a company invests in other limited
liability companies or joint stock companies limited, the aggregate amount of the investment shall not exceed 50% of the net assets
of the company, not including the capital gains of the latter put in by the company from its profits gained from the latter.

Article 13

A company may set up branches, which shall not enjoy the status of enterprise legal persons, and the parent company shall be responsible
for civil liabilities of its branches.

A company may set up subsidiaries which shall enjoy the status of enterprise legal persons and be independently responsible for their
own civil liabilities.

Article 14

In conducting business operations, a company shall observe the law, abide by business ethics, promote socialist culture and ethics,
and accept the supervision by the government and the public.

The legitimate rights and interests of a company shall be safeguarded by law against any infringement.

Article 15

A company shall protect the legitimate rights and interests of its staff and workers, strengthen labor protection, and ensure safe
production. A company shall provide its workers with vocational education and in job training in various forms to improve their working
quality.

Article 16

Workers of a company shall organize a trade union according to the law to carry out trade union activities and protect their legitimate
rights and interests. A company shall provide the necessary conditions for activities of its trade union.

A solely State-owned company or a limited liability company established by more than two State-owned enterprises or by more than two
State-owned investment entities shall exercise democratic management pursuant to the provisions of the Constitution and relevant
laws through the general meetings of the staff and workers or otherwise.

Article 17

The grassroots organizations of the Communist Party of China in a company shall carry out their activities pursuant to the Constitution
of the Communist Party of China.

Article 18

This law applies to limited liability companies established with foreign investment except otherwise laws concerning Sino-foreign
joint equity ventures, Sino-foreign joint cooperative ventures and foreign enterprises.

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Article 19

The establishment of a limited liability company shall be subject to the fulfillment of the following conditions:

The number of shareholders tallies with that prescribed by law;

The investment contributed by shareholders reaches the minimum amount of capital stipulated by law;

Shareholders participate in the formulation of Articles of Association;

The company has a suitable name and its organizational setup accords with that of a limited liability company.

The company has fixed production or operational site(s) and necessary conditions for production or operations.

Article 20

A limited liability company shall be established by capital contributions made up by at least two and not more than 50 shareholders.
Investment entities or departments authorized by the State may set up limited liability companies with sole State investment.

Article 21

Where a State-owned enterprise set up prior to the implementation of this law can satisfy the condition of a limited liability company
under this law, it may be reorganized into a solely State-owned limited liability company in the case of an investment entity with
a single investor, or into a limited liability company as stipulated in the first paragraph of the preceding Article in the case
of an investment entity with many investors.

The steps and specific methods for State-owned enterprises to convert into companies shall be formulated separately by the State Council.

Article 22

The Articles of Association of a limited liability company shall specify clearly:

Name and address of the company;

Scope of business of the company;

Registered capital of the company;

Names of shareholders;

Rights and obligations of shareholders;

Forms and amount of investment made by shareholders;

Conditions for shareholders to transfer their investment;

The organizations of the company and the methods of establishment, their powers and functions and rules of procedures for meetings;

Legal representative of the company;

10.

Grounds for dissolution of the company and liquidation methods; and

11.

Other matters deemed necessary by shareholders.Shareholders shall sign and seal the Articles of Association of the company.

Article 23

The registered capital is the total amount of investment paid in by all the shareholders registered with the registration department.

The amount of registered capital shall not be less than the amount specified below:

with respect to a company mainly engaging in production operations, RMB500,000;

with respect to a company mainly engaging in wholesales, RMB500,000;

with respect to a company mainly engaging in retail sales, RMB300,000;

with respect to a company engaging in technology development, consulting and services, RMB100,000.

If the minimum amount of registered capital of a limited liability company of a given trade shall be higher than those stipulated
in the preceding paragraph, it shall be determined separately by law or administrative regulations.

Article 24

Shareholders may make their investment in cash, in kind, in industrial property rights, in non-patented technology or land use rights,
which must be correctly assessed and verified in value terms without any over or under-valuation.

The assessment of land use rights in value shall be made pursuant to law or administrative regulations.

The amount of industrial property rights or non-patented technology in value shall not exceed 20 percent of the total value of the
registered capital of a limited liability company, except otherwise provided for by the State for the use of high and new technology.

Article 25

Shareholders shall pay in full their subscribed capital contributions as specified in the Articles of Association. In cases of making
investment in cash, the contribution in cash shall be deposited in full into a temporal account opened by the proposed limited liability
company in a bank. In cases of using investment in kind, industrial property rights, non-patented technology or land use rights,
the procedures for transfer of the property rights shall be completed pursuant to law.

Shareholders who fail to pay in the subscribed amount of investment as stipulated in the preceding paragraph shall be liable to breach
of a contract.

Article 26

After all the shareholders have paid in their investment, the investment shall be verified by a legal investment verification institution
and a certificate shall be produced by the institution.

Article 27

After all the investment paid in by shareholders is verified, a representative designated or an agent commonly commissioned by all
the shareholders shall apply for registration of establishment of the company with the registration department with an application
form for registration, the Articles of Association, investment verification documents and other documents of the company.

If an examination and approval procedure is required by law or administrative regulations, the document of approval shall be submitted
when the applications for establishment and registration are filed.

The company registration department shall grant registration if all the requirements stipulated by this law are fulfilled and issue
business licenses but if the requirements stipulated by this law are not fulfilled, the registration shall be refused.

The date of issue of the company business license shall be the date of establishment of the limited liability company.

Article 28

After the establishment of a limited liability company, if the actual value of the investment in kind, industrial property rights,
non-patented technology or land use rights are found to be apparently lower than the values set for in the Articles of Association
of the company, the shortage shall be made good by the shareholder(s) concerned with the other shareholder bearing joint responsibility.

Article 29

Where a limited liability company sets up branches at the time of its establishment, it shall apply for registration to obtain business
licenses for the branches.

Where a limited liability company sets up a branch or branches after its establishment, the legal representative of the company shall
apply for registration of the branch of branches to obtain business license(s).

Article 30

After the establishment, a limited liability company shall issue certificates of investment to shareholders. A certificate of investment
shall specify clearly:

Name of the company;

Date of registration of the company;

Registered capital of the company;

Names of shareholder, amount of investment paid in and the date of payment; and

Serial number and date of issue of the certificates of investment. Certificates of investment shall be affixed with the seal of the
company.

Article 31

A limited liability company shall keep a list of its shareholders with the following specified items:

Names or both names and address of shareholders;

Amount of investments paid in by the shareholders;

Serial number of the certificates of investment.

Article 32

Shareholders of a company shall have the right to review the minutes of meetings of shareholders and the financial and accounting
statements of their company.

Article 33

Shareholder shall get dividends in proportion to the amount of investment they have made. Where a company wants to increase its capital,
its shareholders have the priority of subscription.

Article 34

Shareholders are prohibited to withdraw their investment after the registration of the company.

Article 35

Shareholders may transfer to each other all or part of their investment.

With respect to transferring the investment to other people other than other shareholders of the company, a shareholder must get the
consent of the simple majority of the shareholders.

Shareholders who disapprove of the transfer shall buy the shares of investment to be transferred. If they fail to buy the shares,
it shall be regarded as approval of the transfer.

With respect to the investment shares having been approved to be transferred, other shareholders shall have the priority for the purchase
under the same conditions.

Article 36

After a shareholder has transferred its investment pursuant to law, the company shall record the name(s) and address(es) of the transferee(s)
and the amount of investment transferred in the list of shareholders.

Section 2 Organizational Setup

Article 37

The meeting of shareholders of a limited liability company shall be made up of all shareholders. The meeting of shareholders shall
be the authoritative organization of the company and exercises its powers pursuant to this law.

Article 38

The meeting of shareholders shall exercise the following powers:

To decide upon the operation policies and investment plans of the company.

To elect and replace directors and decide on matters relating to remuneration to directors.

To elect and replace the supervisors who are the representatives of shareholders and decide on the payment to supervisors.

To examine and approve the reports by the board of directors.

To examine and approve the reports by the supervisory committee or individual supervisors.

To examine and approve the annual financial and budget plan and financial accounting plan of the company.

To examine and approve the plans for company’s profit distribution and losses recovery.

To pass resolutions on the increase or decrease of registered capital.

To pass resolutions on the issue of bonds.

10.

To pass resolutions on the transfer of investment by shareholders to people other than shareholders.

11.

To pass resolutions on issues as merger, division, change in corporate form, dissolution and liquidation and other affairs of the
company.

12.

To revise the Articles of Association of the company.

Article 39

Methods of discussion and voting procedures of the meeting of shareholders shall be stipulated in the Articles of Association except
otherwise stipulated by this law.

The resolution on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the
company must be agreed by shareholders representing two-thirds of the voting rights.

Article 40

A company may revise its Articles of Association.

The resolution on the revision of the Articles of Association must be agreed by shareholders representing over two-thirds of the voting
rights.

Article 41

In a meeting of shareholders, the voting rights shall be exercised in proportion to the amount of investment made by shareholders.

Article 42

The first meeting of the shareholders shall be convened and presided over by the shareholder whose capital contribution is the largest.

Such shareholder shall exercise its rights pursuant to the provisions of this law.

Article 43

Meetings of shareholders shall be of regular meetings and irregular meetings.

Regular meetings shall be called pursuant to the provisions of the Articles of Association of the company. Irregular meetings may
be called upon the motion by shareholders who represent over one-fourth of the voting rights or by over one-third of the directors
or supervisors.

Where a limited liability company has a board of directors, the meeting of shareholders shall be called by the board of directors
and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable to perform the duty
due to special reasons, the meetings shall be presided over by a vice-chairman of the board of directors or a director designated
by the chairman of the board of directors.

Article 44

Where a meeting of shareholders is to be held, notice shall be given to all the shareholders 15 days before the meeting is held.

The meeting of shareholders shall keep minutes on matters discussed and to be signed by shareholders present.

Article 45

The board of directors of a limited liability company shall be made up of 3 to 13 persons.

With respect to a board of directors established by at least two State-owned enterprises or by at least two State-owned investment
entities, members of its board of directors shall include representatives of workers, who are to be elected by the workers through
democratic processes.

A board of directors shall have a chairman and may have one to two vice-chairmen. The method of election of the chairman and vice-chairmen
of the board of directors shall be stipulated in the Articles of Association of the company.

The chairman of the board of directors is the legal representative of the company.

Article 46

The board of directors shall be responsible to the meeting of shareholders and exercises the following powers:

To convene meetings of shareholders and report work to the meetings of shareholders.

To execute the resolutions passed by the meetings of shareholders.

To decide on the operation and investment plans.

To formulate the company’s annual financial budget and final accounts.

To formulate the profit distribution and losses recovery plans.

To formulate plans for increasing or decreasing registered capital of the company.

To draft plans for merger, division, change of corporate form and dissolution of the company.

To decide on the organizational setup of the company.

To appoint or dismiss manager (general manager) of the company (hereinafter referred to as “manager”), appoint or dismiss deputy managers
and financial officers of the company in accordance with the recommendation by the manager and decide on their remuneration.

10.

To formulate the basic management systems of the company.

Article 47

The term of office for the chairman of the board of directors shall be stipulated in the Articles of Association, in case that each
term of the office shall not be longer than three years. The chairman of the board of directors may be re-elected upon the expiration
of the term to serve another term.

Before the term of office of a director expires, the meeting of shareholders may not dismiss him (her) from his (her) posts without
justifiable reasons.

Article 48

The meetings of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman
of the board of directors is unable to perform his (her) duty due to special reasons, a vice-chairman of the board of directors or
a director designated by the chairman of the board of directors shall convene and preside over the meetings. A meeting of the board
of directors may be called upon the motion by at least one-third of the directors.

Article 49

The method of discussion and the procedures of voting at the meeting of the board of directors shall be stipulated in the Articles
of Association except otherwise stipulated in this law.

As regarding a meeting of the board of directors, a notice shall be given to the directors concerned 10 days before the meeting is
held.

The board of directors shall keep minutes of meetings made on the matters discussed and being signed by the directors present.

Article 50

A limited liability company shall have a manager, subject to appointment or dismissal by the board of directors. The manager shall
be responsible to the board of directors and exercise the following powers:

To be in charge of the company’s production operations and management of the company and organize the implementation of the decisions
of the board of directors.

Implementation of the annual operation and investment plans of the company.

To formulate the internal organizational setup plan.

To formulate the basic management system of the company.

To formulate specific rules and regulations of the company.

To propose the appointment or dismissal of deputy managers and financial officers of the company.

To appoint or dismiss management officers other than those required to be appointed or dismissed by the board of directors.

Other powers conferred by the Articles of Association and the board of directors. The manager shall attend the meeting of the board
of directors as a non-voting member.

Article 51

Where a limited liability company with a small number of shareholders and a small scale of operation, it may have one sole executive
director instead of the board of directors. The executive director may concurrently serve as the manager of the company.

The powers and functions of the managing director shall be defined in the Articles of Association pursuant to the provisions of Article
46 of this law.

Where a limited liability company has no board of directors, the managing director shall be the legal representative.

Article 52

A limited liability company with a relatively large scale of operation shall have a supervisory committee made up of not less than
three members and a convenor elected among the members.

The supervisory committee shall include representatives of shareholders and a certain proportion of workers’ representatives. The
specific proportion shall be specified in the Articles of Association.

The workers’ representatives to the supervisory committee shall be elected by workers through democratic process.

A limited liability company with a relatively small number of shareholders and of a small operation scale may have one to two supervisors.

Director, manager and financial officer of a company shall not concurrently serve as supervisors.

Article 53

The term of office of a supervisor is three years, upon the expiration of the term, a supervisor may be reappointed and serve another
term.

Article 54

The supervisory committee or individual supervisors of a company exercise the following powers:

To check up on the financial affairs of the company;

To supervise the law and regulation violating acts or the Articles of Association of directors and manager in performing their duties;

To request directors or manager to remedy their acts whenever such acts harm the interests of the company;

To propose the convening of an interim shareholders’ meeting; and

To exercise other powers as stipulated in the Articles of Association. Supervisors shall attend the meeting of the board of directors
as non-voting members.

Article 55

Whenever considering and deciding on wages, welfares, production safety of the staff and workers and labor protection and labor insurance
and other issues concerning the personal interests of the staff and workers, opinions of the trade union and the workers of the company
shall first of all be solicited and representatives of the trade union or workers shall be invited as observers to meetings concerned.

Article 56

Opinions and suggestions of the trade union and workers of the company shall also be solicited when considering and deciding on major
issues concerning the operation of the company and when major rules and regulation are formulated for the company.

Article 57

The following persons may not serve as the director, supervisor or manager of a company:

persons without or with restricted civil capacity;

persons who have committed the offences of corruption, bribery, infringement of property, misappropriation of property or sabotaging
the social economic order, and have been sentenced to criminal penalties, where less than five years have elapsed since the date
of completion of the sentence; or persons who have been deprived of their political rights due to criminal offense, where less than
five years have elapsed since the date of the completion of this deprivation;

persons who are former directors, factory directors of managers of a company or enterprise which has become bankrupt and been liquidated
as a result of mismanagement and are personally liable of bankruptcy of such company or enterprise, where less than three years have
elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise.

persons who were legal representatives of a company or enterprise which had its business licence revoked due to a violation of the
law and who are personally liable, where less than three years have been elapsed since the date of the revocation of the business
licence;

persons who have a relatively large amount of debts due and outstanding.

The election or appointment for directors, supervisors or manager of a company shall become invalid if not in conformity with the
preceding provisions.

Article 58

Civil servants of the State are not allowed to serve as directors, supervisors or managers of companies.

Article 59

Directors, supervisors and manager of a company shall abide by the Articles of Association, perform their duties faithfully, and safeguard
the interests of the company. They are not allowed to exploit their positions and powers in the company for personal gains.

Directors, supervisors or manager of a company are not allowed to exploit their position to accept bribes or other illegal income
or wrongfully take over the company property.

Article 60

Directors or manager of a company are not allowed to misappropriate the funds of the company or loan such funds to others.

Directors or manager of a company are not allowed to deposit the assets of the company in their own or other personal bank accounts.

Directors or manager of a company shall not provide assets of the company as guarantee for the debts owed by shareholders of the company
or by others.

Arti

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

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

No. 23

The Decision of the Standing Committee of the National People’s Congress about Amending the Auction Law of the People’s Republic of
China was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of
China on August 28th, 2004. It is hereby promulgated and shall come into effect as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Auction Law of the People’s Republic of
China

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Auction Law of the People’s Republic of China as follows:

Paragraph 3 of Article 5 shall be deleted.

Article 5 (3) shall be deleted.

This Decision shall be implemented as of the date of promulgation.

The Auction Law of the People’s Republic of China shall be re-promulgated after it has been amended in accordance with this Decision.

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

CIRCULAR ON PROVISIONS CONCERNING ESTABLISHING CHINESE-FOREIGN COOPERATIVELY-RUN SCHOOL OFFERING HIGHER EDUCATION FOR ACADEMIC QUALIFICATIONS ABOVE REGULAR UNIVERSITY EDUCATION AND HANDLING OF PROGRAM APPLICATIONS

Ministry of Education

Circular on Provisions concerning Establishing Chinese-foreign Cooperatively-run School Offering Higher Education for Academic Qualifications
above Regular University Education and Handling of Program Applications

Jiao Wai Zong [2004] No.63

Departments (Committees) of Education in all provinces, autonomous regions, municipalities directly under the Central Government:

In accordance with the relevant provisions in the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in
Running Schools and the Implementation Measures for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation
in Running Schools, an application for establishing and conducting a Chinese-foreign cooperatively-run school offering higher education
for academic qualifications at or above the regular university education and granting corresponding-level certificates of academic
qualifications or certificates of academic degrees of a foreign educational institution shall, after obtaining the opinions from
the provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities of where the school to be established or the program to be conducted is located, be subject to the examination
and approval of the Ministry of Education. And this Circular is hereby given on relevant provisions concerning the application and
handling work as follows:

With regard to the Chinese-foreign cooperatively-run school and program to be established and conducted, a Chinese educational institution
shall, in March or September of every year, advance application to the provincial (autonomous regions, municipalities under direct
control of the Central Government) people’s government or education administrative authorities of where the school to be established
or the program to be conducted is located.

The application document for the school to be established shall include all the documents stipulated in Article XIV of the Implementation
Measures for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in Running Schools; and the application
document for the program to be conducted shall include all the items stipulated in Article XXXVII of the Implementation Measures
for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in Running Schools.

The application documents submitted to the Ministry of Education shall be in quintuplicate, among which, an electronic file with an
extension name of “mdb” (please refer to the website of the Ministry of Education for the relevant procedure) shall be simultaneously
submitted with the Application Form for Chinese-Foreign Cooperatively-run School and the Application Form for Chinese-Foreign Cooperatively-run
Program.

II.

The exact time and procedure for the reception of the application document by the provincial (autonomous regions, municipalities under
direct control of the Central Government) people’s government or education administrative authorities (including the circumstances
under which the education administrative authorities receiving the relevant application document on behalf of the provincial people’s
government) shall be publicized.

III.

The provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities shall examine the application documents for the school to be established or the program to be conducted.
And the examination shall include the aspects as follows:

Whether the application document is complete and accords with the legal pattern; and

Whether the Application Form for Chinese-Foreign Cooperatively-run School and the Application Form for Chinese-Foreign Cooperatively-run
Program are correctly filled in, and whether there are missed columns; and

Whether the qualification of the two parties in the Chinese-foreign cooperatively-run schools accords with laws and regulations; and

Whether the contract signed by the two parties in the Chinese-foreign cooperatively-run schools accords with laws and regulations;
and

Whether the charter of the school to be established accords with laws and regulations.

In case that the application form is incorrectly filled in and the contract and charter of the cooperatively-run school fail to accord
with the laws and regulations, the applicant shall initiatively point them out to the Chinese educational institution.

Besides, with regard to the school to be established and the program to be conducted, the provincial (autonomous regions, municipalities
under direct control of the Central Government) people’s government or education administrative authorities shall put forward written
opinions on whether they are in line with the development requirement of the local education, whether they basically accord with
the stipulated conditions, whether they possess competitiveness and indispensability for the local region, and whether they belong
to the high-quality educational resources needed by the local region etc..

IV.

The provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities shall, before April 20 or October 20 of every year, finish its examination work, and submit, before April
30 and October 30 of every year, to the Ministry of Education the written opinions of the provincial (autonomous regions, municipalities
under direct control of the Central Government) people’s government on the school to be established and those of the education administrative
authorities on the program to be conducted and the application document of the applicant to establish Chinese-foreign cooperatively-run
school.

The examination and approval time limit for the Ministry of Education shall be calculated from May 1 or November 1 of every year.
With regard to those applications received after April 30 or October 31 due to special reasons, the examination and approval time
limit for the Ministry of Education shall be calculated from the exact date of receiving the application documents and the written
opinions of the provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government
or education administrative authorities.

The Ministry of Education will respectively organize expert deliberations on the application of the school to be established and the
program to be conducted, and will, in written form, inform the Chinese educational institutions the time needed for the expert deliberations.

The application of the Mainland educational institutions and the educational institutions from the Hong Kong Special Administrative
Region, the Macao Special Administrative Region or Taiwan Province for establishing and conducting a cooperatively-run school offering
higher education for academic qualifications at or above the regular university education shall be handled with reference to the
spirit of this Circular, and the application document shall undergo corresponding readjustments in accordance with the relevant provisions.

Please comply with and implement the provisions as mentioned above.

Ministry of Education

September 10, 2004

Ministry of Education
2004-09-10

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE EFFECTIVENESS OF THE AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF TRINIDAD AND TOBAGO ON THE AVOIDANCE OF DOUBLE TAXATION

State Administration of Taxation

Notice of the State Administration of Taxation on the Effectiveness of the Agreement between the Government of the People’s Republic
of China and the Government of the Republic of Trinidad and Tobago on the Avoidance of Double Taxation

Guo Shui Han [2003] No. 1103

The bureaus of state taxes and those of local taxes of all provinces, autonomous regions, municipalities directly under the Central
Government and cities specifically designated in the state plan, and Yangzhou Taxation Institute:

The Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income between the
Government of the People’s Republic of China and the Government of the Republic of Trinidad and Tobago was concluded in the Port
of Spain on September 18, 2003. The Agreement shall be effective after both contracting states have completed their respective legal
procedures. The text of the Agreement is hereby printed and distributed to you, please make good preparations prior to the implementation
of the Agreement.

Annex: Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income Between
the Government of the People’s Republic of China

State Administration of Taxation

September 28, 2004 Annex:Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income Between the Government
of the People’s Republic of China and the Government of the Republic of Trinidad and Tobago

In order to encourage international trade and investments, the Government of the People’s Republic of China and the Government of
the Republic of Trinidad and Tobago, desiring to conclude an agreement on the avoidance of double taxation and the prevention of
fiscal evasion with respect to taxes on income, have agreed to the following:

Article 1

Persons Covered

This Agreement shall apply to the persons who are residents of one or both of the contracting states.

Article 2

Taxes Covered

The current tax categories to which this Agreement shall apply are:

(a)

in the case of Trinidad and Tobago:

(1)the income tax;

(2)the corporate tax;

(3)the petroleum profit tax;

(4)the additional petroleum tax; and

(5)the unemployment tax.

(hereinafter referred to as “Trinidad and Tobago taxes”)

(b)

in the case of China:

(1)the individual income tax; and

(2)the foreign-funded enterprises and foreign enterprise income tax.

(hereinafter referred to as “Chinese taxes”)

This Agreement shall also apply to the identical or substantially similar taxes that are levied after the date of signature of this
Agreement as an addition or replacement to the current tax categories. The competent authorities of both contracting states shall
notify each other of any substantial changes made in their respective taxation laws within a reasonable time limit after such changes
are made.

Article 3

General Definitions

For the purpose of present Agreement, unless the context otherwise requires:

(a)

the term “Trinidad and Tobago” refers to the islands of Trinidad and Tobago, consisting of all the islands of the Republic of Trinidad
and Tobago, the inland water, territorial sea, the airspace above, the continental shelf and the exclusive economic zone beyond its
territorial sea within which the Republic of Trinidad and Tobago exercises its sovereign rights or jurisdiction in accordance with
the international law and its domestic legislation;

(b)

the term “China” means the People’s Republic of China. When used in a geographical sense, means all the territory of the People’s
Republic of China, in which the Chinese laws relating to taxation apply, including its territorial sea, and any area beyond its territorial
sea, within which the People’s Republic of China has sovereign rights of exploration for and exploitation of resources of the sea-bed
and its sub-soil and superjacent water resources in accordance with the international law;

(c)

the terms “a contracting state” and “the other contracting state” refers to Trinidad and Tobago or China, as the context requires;

(d)

the term “tax” refers to “Trinidad and Tobago taxes” or “Chinese taxes” as the context requires;

(e)

the term “person” refers to an individual, a company or any other body;

(f)

the term “company” refers to any legal person entity or any entity which is treated as a legal person entity for taxation purposes;

(g)

the terms “enterprise of a contracting state” and “enterprise of the other contracting state” refer to, respectively, an enterprise
operated by a resident of a contracting state and an enterprise operated by a resident of the other contracting state;

(h)

the term “international traffic” refers to any transport by a ship or aircraft operated by an enterprise of a contracting state, excluding
that by ship or aircraft which is operated solely between places in the other contracting state;

(i)

the term “competent authority” refers

(1)in the case of Trinidad and Tobago, to the minister of responsible for the public finance or his authorized representatives; while

(2)in the case of China, to the State Administration of Taxation or its authorized representatives.

(j)

the term “national” refers to:

(1)any individual possessing the nationality of a contracting state;

(2)any legal person, partnership or association deriving its status as such from the laws of a contracting state;

As regards the application of the agreement by a contracting state, any term not defined herein shall, unless the context otherwise
requires, have the meaning in which it has under the law of that contracting state concerning the taxes to which the agreement applies.

Article 4

Residents

For the purposes of this Agreement, the term “resident of a contracting state” means any person who, under the law of that state,
is obligatory to pay tax therein by reason of his domicile, residence, place of management, place of head office or any other criterion
of a similar nature. But the term doesn’t include the persons who are obligatory to pay tax only because of the income sourced from
this state, or the property located in this state.

Where by reason of the provisions of Paragraph 1 an individual is a resident of both contracting states, then his status shall be
determined as follows:

(a)

he shall be deemed as a resident of the contracting state in which he has a permanent domicile available to him; if he has a permanent
domicile available to him in each of the contracting states, he shall be deemed as a resident of the contracting state with which
his personal and economic relations are closer (center of vital interests);

(b)

if the state in which his center of vital interests lies cannot be determined, or if he has not a permanent home available to him
in either contracting state, he shall be deemed as a resident of the state in which he has a habitual abode;

(c)

if he has a habitual abode in each of the contracting states or in neither of them, he shall be deemed as a resident of the contracting
state of which he is a national;

(d)

if he is a national of both or neither of the contracting states, the competent authorities of the contracting states shall settle
the issue by mutual agreement.

Where, by reason of the provisions of Paragraph 1 of the present Article, a person other than an individual is a resident of both
contracting states, it shall be deemed to be a resident of the state in which the place of effective management of its business is
located. However, where such a person has the place of effective management of its business in one of the contracting state and the
place of head office of its business in the other contracting state, then the competent authorities of the contracting state shall
determine by mutual agreement the state of which the company shall be deemed to be a resident for the purpose of this Agreement.

Article 5

Permanent Establishment

For the purposes of this Agreement, the term “permanent establishment” refers to a fixed place of business through which the business
of an enterprise is wholly or partly carried on.

The term “permanent establishment”, in particular, includes:

(a)

a place of management;

(b)

a branch organization;

(c)

a representative office;

(d)

a factory;

(e)

a workshop, and

(f)

a mine, an petroleum or gas well, a quarry or any other place of extraction of natural resources.

The term “permanent establishment”, likewise, encompasses:

(a)

a building site, a construction, assembly or installation project, or the supervisory activities in connection therewith, but only
where such site, project or activities continue for a period of not less than 6 months;

(b)

the provision of services, including consultancy services, by an enterprise of a contracting state through employees or other engaged
personnel for the aforementioned purpose, provided that the period for such activities is continually or aggregately more than 6
months within any 12-month period.

(c)

an installation, drilling rig or ship used for the exploration of natural resources, but only if so used continuously for a period
of more than 3 months.

Notwithstanding the aforesaid provisions of this article, the term “permanent establishment” shall not include:

(a)

the use of facilities solely for the purpose of storage, display or delivery of goods or merchandise belonging to the enterprise;

(b)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of storage, display or delivery;

(c)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of processing by another enterprise;

(d)

the fixed business place established solely for the purpose of purchasing goods or merchandise or of collecting information for the
enterprise; and

(e)

the fixed business place established solely for the purpose of carrying out, for the enterprise, any other activity of a preparatory
or auxiliary nature;

(f)

the fixed business place established solely for the purpose of combining the activities listed in Items (a)through (e)of the present
Paragraph if such combination can attribute all the activities of the fixed business place with a preparatory or auxiliary nature.

Notwithstanding the provisions of Paragraphs 1 and 2, where a person (other than an agent of one with independent status to whom the
provisions of Paragraph 6 apply)is acting in a contracting state on behalf of an enterprise of the other contracting state, has and
habitually exercises an authority to conclude contracts in the name of the enterprise, that enterprise shall be deemed to have a
permanent establishment in the first-mentioned contracting state in respect of any activities which that person undertakes for the
enterprise, unless the activities of such person are limited to those mentioned in Paragraph 4 which, if exercised through a fixed
place of business, would not make this fixed place of business a permanent establishment.

An enterprise of a contracting state shall not be deemed to have a permanent establishment in the other contracting state merely because
it operates its business in that other state through a broker, general commission agent or any other agent with independent status
in the ordinary course of their business. However, if such agent acts wholly or nearly wholly on behalf of that enterprise, he shall
not be deemed as an agent with independent status as referred to in this Paragraph.

The fact that a company which is a resident of a contracting state controls or is controlled by a company which is a resident of the
other contracting state, or which operates business in that other contracting state (whether through a permanent establishment or
not), shall not itself constitute either company a permanent establishment of the other.

Article 6

Income from Immovable Property

Income derived by a resident of a contracting state from immovable property (including income from agriculture or forestry)situated
in the other contracting state may be taxed in that other contracting state.

The term “immovable property” shall have the meaning it has under the law of the contracting state in which the property in question
is situated. The term shall, in any case, include the property accessory to the immovable property, livestock and equipment used
in agriculture and forestry. The rights to which the provisions of general law respecting landed property apply, the usufruct of
immovable property and the rights to variable or fixed payments as consideration for the working of, or the right to work, the mineral
deposits, sources and other natural resources, the ships and aircrafts shall not be regarded as immovable property.

The provisions of Paragraph 1 shall apply to the income derived from the direct use, lease, or use in any other form of immovable
property.

The provisions of Paragraphs 1 and 3 shall apply to the income from immovable property of an enterprise and to the income from immovable
property used for the performance of independent personal services.

Article 7

Business Profits

The profits of an enterprise of a contracting state shall be taxable only in that state unless the enterprise carries on business
in the other contracting state through a permanent establishment situated therein. If the enterprise carries on business in the other
contracting state through a permanent establishment situated therein, the profits of the enterprise may be taxed in the other state,
but only those attributable to that permanent establishment.

In addition to applying the provisions of Paragraph 3, where an enterprise of a contracting state carries on business in the other
contracting state through a permanent establishment situated therein, the permanent establishment shall be regarded as the independent
affiliated enterprise engaging in the same or similar activities under the same or similar conditions. It shall be treated differently
and separately as an independent establishment from the enterprise. The profits of this permanent establishment that may be obtained
shall belong to the permanent establishment itself in each contracting state.

When determining the profits of a permanent establishment, deductions of expenses occurred in the business of the permanent establishment
may be allowed. The expenses include the executive and general administrative expenses, no matter whether they incurred in the state
in which the permanent establishment is situated or elsewhere.

Insofar as it has been customary in a contracting state to determine the profits to be attributed to a permanent establishment on
the basis of a distribution of the total profits of the enterprise to its various parts, the provisions in Paragraph 2 shall not
preclude that contracting state from determining the profits to be taxed by this method of profit distribution. However, the result
of adopting the method of profit distribution shall be in line with the principles provided in the present Article.

No profits may be attributed to a permanent establishment by reason of mere purchase by that permanent establishment of goods or merchandise
for the enterprise.

For the purposes of the aforesaid Paragraphs, the profits belonging to the permanent establishment shall be determined by the same
method year by year unless there is good and sufficient reason to change.

If the profits include the income items that are dealt with separately in other Articles of this Agreement, the provisions of those
Articles shall not be affected by the provisions of the present Article.

Article 8

Shipping and Air Transport

The profits from the operations of ships or aircrafts in international transport by an enterprise of a contracting state shall be
taxable only in that contracting state.

The provisions of Paragraph 1 shall also apply to the profits from operations under partnership, joint operations or participation
in an international operating agency.

Article 9

Associated Enterprises

Where

(a)

an enterprise of a contracting state participates directly or indirectly participates in the management, control or capital of an
enterprise of the other contracting state, or

(b)

a same person participates directly or indirectly in the management, control or capital of an enterprise of a contracting state and
an enterprise of the other contracting state,

and in either of the above cases, the commercial and financial relations between the two enterprises are different from those between
two independent enterprises, so the profits which would, but for those conditions, have obtained by one of the enterprises, may be
included in the profits of that enterprise and taxed accordingly.

Where a contracting state includes in the profits of an enterprise of that contracting state (and taxes accordingly)the profits on
which an enterprise of the other contracting state has paid taxes in that other contracting state and the profits so included are
profits which should have been obtained by an enterprise within the contracting state, then that other contracting state shall make
appropriate adjustment to the amount of the tax charged therein on those profits, where that other contracting state considers such
adjustment justifiable. In determining such adjustment, the other provisions of this Agreement shall be taken into consideration,
and the competent authorities of the contracting states shall consult each other, if necessary.

Article 10

Dividends

Dividends paid by a company that is a resident of a contracting state to a resident of the other contracting state may be taxed in
that other state.

However, such dividends may also be taxed in the contracting state of which the company paying the dividends is a resident and according
to the laws of that state, but if the recipient is the beneficial owner of the dividends, the tax so levied

(a)

shall not exceed 5 percent of the total amount of the dividends if the beneficial owner is a company that holds at least 25 percent
of the capital of the company paying the dividends; or

(b)

shall not exceed 10 percent of the total amount of the dividends in other circumstances.

The present Paragraph shall not affect the profit tax imposed on the company’s profits before paying the dividends.

The term “dividends” as used in the present Article refers to the income from the shares or other rights of participating in the profits
not of credit relationship, as well as the income from other corporate rights that are subject to the same taxation treatment as
the income from the shares by the laws of the state of which the company making the distribution is a resident.

The provisions of Paragraphs 1 and 2 shall not apply if the beneficial owner of the dividends, being a resident of a contracting state,
carries on business in the other contracting state of which the company paying the dividends is a resident, through a permanent establishment
situated therein, or provides in that other state the independent personal services from a fixed base situated therein, and the shares
for which the dividends are paid are effectively connected with such permanent establishment or fixed base. In such cases, the application
of the provisions of Article 7 or Article 14 shall depend on the concrete circumstances.

Where a company that is a resident of a contracting state derives profits or income from the other contracting state, that other contracting
state may not impose any tax on the dividends paid by the company, except insofar as such dividends are paid to a resident of that
other contracting state or insofar as the holding in respect of which the dividends are paid is effectively connected with a permanent
establishment or a fixed base situated in that other contracting state, nor subject the company’s undistributed profits to a tax
on the company’s undistributed profits, even if the dividends paid or the undistributed profits consist wholly or partly of profits
or income arising in such other state.

Notwithstanding the other provisions of this Agreement, where an enterprise that is a resident of a contracting state has a permanent
establishment in the other contracting state and derives profits or income from this permanent establishment, the part of profits
or income repatriated or deemed as repatriated to the enterprise that is resident of the first-mentioned contracting state shall
be taxed according to the laws of the other contracting state, but the tax rate shall not exceed 5%.

Article 11

Interest

The interest arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other contracting
state.

However, such interest may also be taxed in the contracting state in which it arises according to the laws of that contracting state,
but if the recipient is the beneficial owner of the interest, the tax so collected shall not exceed 10 percent of the total amount
of the interest.

Notwithstanding the provisions of Paragraph 2 of the present Article, the interest arising in a contracting state and derived by the
government of the other contracting state shall be exempted from taxation in the first-mentioned contracting state. The term “government”,

(a)

in the case of the Republic of Trinidad and Tobago, means

(1)the Central Bank of the Trinidad and Tobago;

(2)the Agricultural Development Bank;

(3)Export Insurance Company;

(4)the State Housing Authority;

(5)the State Insurance Regulatory Commission;

(6)the Housing Mortgage Bank;

(7)the Deposit Insurance Company;

(8)the Small Enterprise Development Company;

(9)the Development Financing Co. Ltd.;

(10)the Trinidad and Tobago Mortgage Financing Company; or

(11)any other similar institutions wholly owned by the government of Trinidad and Tobago upon the mutual agreement between the competent
authorities of the contracting states at any time.

(b)

while in the case of China, means the government of China, which shall include:

(1)the People’s Bank of China;

(2)the State Development Bank;

(3)the Import & Export Bank of China;

(4)the Agricultural Development Bank of China; or

(5)any other similar institution wholly owned by the government of China upon the mutual agreement between the competent authorities
of the contracting states at any time.

The term “interest” as used in the present Article refers to the income from various creditor’s rights, whether or not secured by
mortgage and whether or not carrying a right to participate in the debtor’s profits, and in particular, the income from public debts
and the income from bonds or debentures, including the premiums and prizes attached to such securities, bonds or debentures. The
penalty charges for late payment shall not be regarded as interest provided in the present Article.

The provisions of Paragraphs 1, 2 and 3 shall not apply, if the beneficial owner of the interest, being a resident of a contracting
state, carries on business in the other contracting state in which the interest arises through a permanent establishment situated
therein, or provides in that other contracting state independent personal services from a fixed base situated therein, and the creditor’s
right in respect of which the interest is paid is effectively connected with such permanent establishment or fixed base. In such
cases, the provisions of Article 7 or Article 14 shall apply in accordance with the circumstances.

The interest shall be deemed to arise in a contracting state when the payer is the government, a local authority or a resident of
that contracting state. Where, however, the person paying the interest, whether he is a resident of a contracting state or not, has
in a contracting state a permanent establishment or a fixed base, and the debts on which the interest is paid are connected with
the permanent establishment or a fixed base, and such interest is borne by such permanent establishment or fixed base, then such
interest shall be deemed to arise in the state in which the permanent establishment or fixed base is situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and some other persons,
the amount of the interest, regarding the credit for which it is paid, exceeds the amount which have been agreed upon by the payer
and the beneficial owner in the absence of such relationship, the provisions of this article shall apply only to the last-mentioned
amount. In such case, the excess part of the payments shall remain taxable according to the laws of each contracting state, but the
other provisions of this Agreement shall be taken into consideration.

Article 12

Royalties

Royalties arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other contracting
state.

However, such royalties may also be taxed in the contracting state in which they arise according to the laws of that state, but if
the recipient is the beneficial owner of the royalties, the tax so collected shall not exceed 10 percent of the total amount of the
royalties.

The term “royalties” as used in the present Article refers to the payments of any kind received as a consideration for the use of,
or the right to use, any copyright of literary, artistic or scientific work including cinematographic films, or films or tapes for
radio or television broadcasting, any patent, trademark, design or model, plan, secret formula or process, or for the use of, or
the right to use, any industrial, commercial, or scientific equipment, or for information concerning industrial, commercial or scientific
experience.

The provisions of Paragraphs 1 and 2 shall not apply if the beneficial owner of the royalties, being a resident of a contracting state,
carries on business in the other contracting state in which the royalties arise through a permanent establishment situated therein,
or provides in that other state independent personal services from a fixed base situated therein, and the right or property in respect
of which the royalties are paid is effectively connected with such permanent establishment or fixed base. In such cases, the provisions
of Article 7 or Article 14 shall, as the case may be, apply.

The royalties shall be deemed to arise in a contracting state when the payer is the government, a local authority or a resident of
that contracting state. Where, however, the person paying the royalties, whether he is a resident of a contracting state or not,
has in a contracting state a permanent establishment or a fixed base in connection with the liability to pay the royalties, and such
royalties are borne by the permanent establishment or fixed base, then such royalties shall be deemed to arise in the contracting
state in which the permanent establishment or fixed base is situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and some other person, the
amount of the royalties, regarding the use, right or information for which they are paid, exceeds the amount which would have been
agreed upon by the payer and the beneficial owner in the absence of such relationship, the provisions of this article shall apply
only to the last-mentioned amount. In such case, the excess part of the payments shall remain taxable according to the law of each
contracting state, but the other provisions of this Agreement shall be taken into consideration.

Article 13

Property Gains

Gains derived by a resident of a contracting state from the alienation of immovable property referred to in Article 6 and situated
in the other contracting state may be taxed in that other contracting state.

Gains from the alienation of movable property forming the part of the business property of a permanent establishment which an enterprise
of a contracting state has in the other contracting state or of movable property pertaining to a fixed base available to a resident
of a contracting state in the other contracting state for the purpose of providing independent personal services, including the gains
from the alienation of such a permanent establishment (alone or with the whole enterprise)or of such fixed base, may be taxed in
that other state.

Gains of an enterprise of a contracting state from the alienation of ships or aircraft operated in international transport or movable
property pertaining to the operation of such ships or aircrafts shall be taxable only in that contracting state.

Gains from the alienation of any property other than those as mentioned in Paragraphs 1 through 3 shall be taxable only in the contracting
state of which the alienator is a resident.

Article 14

Independent Personal Services

Income derived by a resident of a contracting state in respect of professional services or other activities of an independent nature
shall be taxable only in that state except that, under any of the following circumstances, such income may also be taxed in the other
contracting state:

(a)

if he has a fixed base regularly available to him in the other contracting state for the purpose of performing his activities, and
under this circumstance, only the income attributable to that fixed base may be taxed in that other state;

(b)

CIRCULAR OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION OF CHINA ON THE APPROVAL OF WENZHOU ECONOMIC AND TECHNOLOGY DEVELOPMENT ZONE AS THE NATIONAL ISO14000 DEMONSTRATIVE ZONE

State Environmental Protection Administration

Circular of the State Environmental Protection Administration of China on the Approval of Wenzhou Economic and Technology Development
Zone as the National ISO14000 Demonstrative Zone

Huan Han [2004] No. 348

October 11, 2004

The Zhejiang Provincial Environmental Protection Administration,

Your “Proposal on Recommending Wenzhou Economic and Technology Development Zone as applicant for the National ISO14000 Demonstrative
Zone” (Zhe Huan [2004] No. 105) has been received.

In accordance with the relevant stipulations set forth in the “Notice on the Establishment of ISO14000 National Demonstrative Zones”
(Huan Fa [1999] No, 105) and “Requirements for the Establishment of ISO14000 National Demonstrative Zones (Revised)” (Huan Fa [2002]
No. 126), we have organized a group to conduct the on-site inspection and acceptance of Wenzhou ETDZ on its work in constructing
a national ISO14000 demonstrative zone. On the basis of the report of construction work and the opinions of the inspection and acceptance
group, we hereby approve Wenzhou ETDZ as a national ISO14000 demonstrative zone. You shall earnestly carry out the demonstrative
work, further implement the ISO14000 quality standard series, so as to push forward the coordinated development of economy and environment.

State Environmental Protection Administration
2004-10-11

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

GUIDANCE ON THE CORPORATION GOVERNANCE REFORM AND SUPERVISION OF BANK OF CHINA AND CHINA CONSTRUCTION BANK

FOREIGN TRADE LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2004)

CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY ON ABOLISHING THE INTERIM PROVISIONS ON THE ADMINISTRATION OF WAGES OF FOREIGN-FUNDED ENTERPRISES

DECISION OF THE STATE COUNCIL ON REFORMING THE INVESTMENT SYSTEM

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS

COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (2004 REVISION)

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

CIRCULAR ON PROVISIONS CONCERNING ESTABLISHING CHINESE-FOREIGN COOPERATIVELY-RUN SCHOOL OFFERING HIGHER EDUCATION FOR ACADEMIC QUALIFICATIONS ABOVE REGULAR UNIVERSITY EDUCATION AND HANDLING OF PROGRAM APPLICATIONS

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE EFFECTIVENESS OF THE AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF TRINIDAD AND TOBAGO ON THE AVOIDANCE OF DOUBLE TAXATION

CIRCULAR OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION OF CHINA ON THE APPROVAL OF WENZHOU ECONOMIC AND TECHNOLOGY DEVELOPMENT ZONE AS THE NATIONAL ISO14000 DEMONSTRATIVE ZONE

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