OPINIONS OF THE MINISTRY OF COMMERCE CONCERNING RELEVANT ISSUES ON THE APPLICATION FOR EXTENSION FILED BY FOREIGN-CAPITAL ENTERPRISES

the Ministry of Commerce

Opinions of the Ministry of Commerce concerning relevant Issues on the Application for Extension Filed by Foreign-Capital Enterprises

Shang Fa Han [2004] No.71

The departments in charge of commerce of all provinces, autonomous regions, municipalities directly under the central government and
cities directly under state planning:

Whereas it is common in practice how to deal with the problem that the foreign-capital enterprises beyond the legal time limit file
an application for extending the period of operation, in order to carry out the original ideas in legislation correctly, and ensure
the stable operation of foreign-capital enterprises, now the Ministry of Commerce brings forward the opinions of solving this problem,
and please implement it accordingly.

In accordance with Article 13 of the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures, Article 24
of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures, Article 20 of the Law of the People’s
Republic of China on Foreign-capital Enterprises, and the relevant provisions of the Administrative License Law of the People’s Republic
of China, where the enterprise with foreign investments needs to extend the period of operation, it shall apply to the examination
and approval authorities before 180 days prior to the expiration of the period of operation (hereinafter referred as the “prescribed
time limit”).The examination and approval authorities shall make the decision of approval or disapproval within 30 days from the
date of receiving the application; where no decision is made at the expiration of the enterprise’ period of operation, the extension
shall be deemed to have been approved.

Where the enterprise with foreign investments applies for extending the period of operation later than the “prescribed time limit”,
the examination and approval authorities shall make disposals on the basis of the following principles:

(1)

Where the enterprise submits the application before 30 days prior to the expiration of period of operation (including 30 days), the
examination and approval authorities may accept its application.

(2)

Where the enterprise submits the application within 30 days ahead of or after the expiration of period of operation, the examination
and approval authorities shall not accept its application, except in cases caused by force majeure.

The extension application shall conform to the following conditions:

(1)

The total investors make unanimous consent of extending the period of operation after the expiration of the period;

(2)

The enterprise’ board of directors makes consent decision of extending the period of operation after the expiration of period;

(3)

Application shall, when it is submitted, subject to the relevant laws, regulations and industry policies governing the use of foreign
capital.

The Ministry of Commerce of PRC

November 11, 2004

the Ministry of Commerce
2004-11-11

MEASURES FOR THE ADMINISTRATION OF AUCTIONS

the Ministry of Commerce

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

No. 24

Measures for the Administration of Auctions, which were deliberated and adopted at the 14th executive meeting of the Ministry of Commerce
on November 15, 2004, are hereby promulgated and shall come into force as of January 1, 2005.

Bo Xilai, the Minister of Commerce

December 2, 2004

Measures for the Administration of Auctions

Chapter I General Provisions

Article 1

With a view to standardizing auction activities, maintaining the order of the auction market and promoting the opening-up and healthy
development of the auction sector, the present Measures are formulated according to the Auction Law of the People’s Republic of China
(hereinafter referred to as the “Auction Law”) and other laws, administrative regulations and rules concerning foreign investment.

Article 2

The present Measures shall be applicable to auction activities by auction companies within the territory of the People’s Republic
of China.

All kinds of for-profit auction activities shall be conducted by lawfully incorporated auction companies.

Article 3

The “auction company” referred to as in the present measures shall mean a limited liability company or a joint stock limited company
incorporated in China to engage in auction activities.

Article 4

The Ministry of Commerce shall be the competent department of auction sector and shall supervise and regulate the auction sector throughout
the country.

The competent departments of commerce of the people’s governments of all provinces, autonomous regions and municipalities directly
under the Central Government (hereinafter referred to as the “competent department(s) of commerce at the provincial level”) and of
the cities divided into districts (hereinafter referred to as the “competent department(s) of commerce at the city level”) shall
supervise and regulate the auction sector in their respective administrative regions.

Article 5

When undertaking auction activities, auction companies must accord with the Auction Law and other relevant laws, administrative regulations
and rules and observe the principles of openness, impartiality, fairness and good faith.

Chapter II Establishment, Change and Termination of Auction Companies

Article 6

To apply for the establishment of an auction company, the investor must have a good credit without records of any act in violation
of laws, administrative regulations or rules.

Article 7

Anyone, who applies to establish an auction company, must meet the following requirements:

(1)

having registered capital of at least one million yuan;

(2)

having its own name, organizational structure and articles of association;

(3)

having a fixed business place ;

(4)

having at least three staff members who are qualified to engage in the auction sector, of which there must be at least one auctioneer;
and having full-time or part-time personnel who are qualified to engage in the sector closely related to its principal business;

(5)

having its auction rules according with the relevant laws, administrative regulations and the present Measures; and

(6)

conforming to the planning of the competent department of commerce for the development of the auction sector.

Article 8

To apply for the establishment of an auction company, one must submit the following materials:

(1)

a written application;

(2)

the articles of association and auction rules;

(3)

a Notice of Advance Approval of Corporate Names as issued by the administrative department for industry and commerce;

(4)

the resume and valid ID certificate of the person to be the legal representative;

(5)

the qualification certificate of the auctioneers to be employed for the practice of auction business and relevant qualification certifications
of other staff members to be employed; and

(6)

a certificate of post_title to or a contract of tenancy for the fixed place of business.

Article 9

When conducting auction sales of cultural relics, every auction company shall comply with the laws and administrative regulations
concerning such auctions.

Auction sales of confiscated articles and articles seized for payment of taxes or fines by administrative organs of the state, confiscated
articles and articles seized for payment of fines or fines by the people’s courts, recovered articles that cannot be returned to
their owners and other special state-owned assets shall be conducted by auction companies that have corresponding auction qualifications.
The specific requirements for such qualifications shall be determined by the competent departments of commerce at the provincial
level in conjunction with the departments concerned in the light of the principles of standard administration and competitive selection,
which shall be submitted to the Ministry of Commerce for archival purposes.

Article 10

The name of an auction company shall conform to the provisions on the registration and control of corporation names, and shall contain
the word “auction” as a description of the trade that the company engages in.

Article 11

To apply for the establishment of a branch, an auction company shall meet the following requirements.

(1)

the establishment of a branch shall accord with the planning for the development of the auction sector;

(2)

the company shall have passed the annual inspection;

(3)

the registered capital of the company shall be not lower than 5 million yuan and be paid in full amount; and the company shall appropriate
to each of its branches at least a million yuan of cash or in kind;

(4)

the branch to be set up shall have at least two staff members who are qualified to engage in the auction sector and shall have full-time
or part-time personnel who are qualified to engage in the sector closely related to its principal business;

(5)

the branch to be set up shall have a fixed place of business; and

(6)

the company shall have engaged in the auction business for at least three years, make profits during the recent two successive years
and have had a total auction turnover of not less than 50 million yuan for the last year; or the company shall have had a total auction
turnover of not less than 200 million yuan for the last year.

Article 12

To apply for the establishment of a branch, an auction company must submit:

(1)

an application report for the establishment of a branch;

(2)

a duplicate of the business license of the company as a business corporation;

(3)

the annual financial statements of the company for the last two years as audited by an accounting firm;

(4)

the resume and valid ID certificate of the person to be in charge of the branch;

(5)

the qualification certificate for the practice of auction business of the person to be employed as an auctioneer and the corresponding
qualification certifications of persons to be employed as staff members of the branch; and

(6)

a certificate of post_title to or a contract of tenancy for the fixed place of business.

Article 13

The following procedures shall be followed for the establishment of an auction company or a branch thereof:

The application for the establishment of an auction company or a branch thereof shall, after the examination of the local competent
department of commerce at the city level, be submitted to the competent department of commerce at the provincial level for verification
and issuance of an approval certificate for auction business, with which the applicant shall go through the registration formalities
at the local administrative department for industry and commerce.

The competent departments of commerce at the provincial level may adopt hearing of witnesses on the establishment of an auction company
or a branch thereof.

The approval certificate for auction business shall be uniformly printed by the Ministry of Commerce.

Article 14

In the case of any change in an auction company, the company must submit such change to the competent department of commerce at the
provincial level for verification and for re-issuance of an approval certificate for auction business before going through the formalities
of change registration with the administrative department for industry and commerce.

Article 15

The approval certificate for auction business shall automatically become invalid, in case the relevant auction company or branch thereof
fails to draw a business license within six months from receipt of such certificate.

Where an auction company or a branch thereof fails to start business within six months from its establishment or has held no auction
sales or has no tax certificates without justified reasons consecutively in six months after it starts business, the relevant departments
shall revoke its business license and the department of commerce shall withdraw its approval certificate for auction business.

Article 16

An auction company, which is dissolved for any reason as specified in its articles of association, a resolution of its shareholders’
meeting or any other reasons, or closed due to its violation of any law, administrative regulations or the present Measures or declared
bankrupt according to law for its insolvency, shall be cancelled according to law by relevant departments.

Chapter III Establishment, Change and Termination of Foreign-invested Auction Companies

Article 17

Foreign-invested auction companies may engage in for-profit auction business unless it is otherwise provided for by any law or administrative
regulation.

Article 18

Foreign investors, who have a considerable economic strength, advanced auction technologies and operation and management experience
and extensive international auction marketing network, are encouraged to establish foreign-invested auction companies in China.

Article 19

In addition to those provided for in Article 7 hereof, the following requirements shall be met for the establishment of a foreign-invested
auction company:

(1)

relevant provisions concerning the registered capital and total investment of foreign-invested enterprises shall be observed; and

(2)

the management duration of a foreign-invested auction company shall generally not beyond 30 years; in the case of one in a central
or western area, the management duration shall not beyond 40 years.

Article 20

To apply for the establishment of a branch, a foreign-invested auction company shall on time take part in and have passed the joint
annual inspection of foreign-invested enterprises in addition to the requirements as provided for in Article 11 hereof.

Article 21

To apply for the establishment of a foreign-invested auction company, the applicant must submit the following documents in addition
to those as provided for in Article 8 hereof:

(1)

the contracts and articles of association (only the articles of association in the case of a foreign-capital auction company) and
the attachments thereto;

(2)

photocopies of the credit and registration certificates of all parties to the investment ();

(3)

the audit reports of all parties to the investment for the last year as audited by an accounting firm;

(4)

a report on assessment of the state-owned assets to be invested by the Chinese investor into the Chinese-foreign equity joint venture
or Chinese-foreign cooperative joint venture to be established; and

(5)

a list of persons to be the members of the board of directors of the company to be established and letters of appointment of the directors
to be appointed by all parties to the investment.

To apply for the establishment of a branch, a foreign-invested auction company shall submit a capital verification report in addition
to those provided for in Article 12 hereof.

Article 22

The following procedures shall be followed for the establishment of a foreign-invested auction company or a branch thereof:

The applicant shall submit its application documents as provided for in Article 20 hereof to the Ministry of Commerce, which shall,
within the specified period of time from receipt of all application documents, make a decision on whether or not to approve the application.
In the case of approval, the Ministry of Commerce shall issue an approval certificate for the establishment of a foreign-invested
enterprise and an approval certificate for auction business, or else give an explanation.

The applicant shall go through the registration formalities at the local administrative department for industry and commerce within
one month from receipt of the approval certificate for the establishment of a foreign-invested enterprise and an approval certificate
for auction business.

The Ministry of Commerce may hold a hearing on the establishment of a foreign-invested auction company or a branch thereof.

Article 23

In the case of any change in a foreign-invested auction company, the company shall submit such change to the Ministry of Commerce
for verification and for re-issuance of an approval certificate for auction business and an approval certificate for the establishment
of a foreign-invested enterprise before going through the formalities for change registration at the administrative department for
industry and commerce.

Article 24

Where a foreign-invested auction company or a branch thereof fails to start business within six months from its establishment or has
held no auction sales or has no tax certificates without justifiable reasons during a consecutive period of six months after it starts
business, the relevant departments shall revoke its business license and the Ministry of Commerce shall withdraw its approval certificate
for auction business.

Article 25

A foreign-invested auction company, which is dissolved for any reason specified in its articles of association, a resolution of its
shareholders’ meeting or board of directors or any other reason, or closed due to its violation of any law, administrative regulations
or the present Measures or declared bankrupt according to law for its insolvency, shall be cancelled by the relevant departments.

Chapter IV Persons Engaged in the Auction Sector and Auction Activities

Article 26

The state shall adopt a credential system to professional and technical personnel in auction sector, under which only a person who
has obtained the qualification certificate to be an auctioneer and registered as an auctioneer may preside over auction sales.

The “auctioneer” referred to as in the present Measures shall mean a person who has passed the national examination for auctioneers,
obtained the qualification certificate to be an auctioneer e of the People’s Republic of China issued by China Auction Association
with the official seals of both the Ministry of Personnel and the Ministry of Commerce affixed on it and registered as an auctioneer.

Article 27

An auctioneer may register as an auctioneer of only one auction company and may not hold a part-time post in any other auction company.

No auctioneer may lend his qualification certificate to be an auctioneer of the People’s Republic of China to any other individual
or entity.

Article 28

An auctioneer may change the auction company of which he has registered as an auctioneer. If he plans to do so, he shall go through
the formalities of change registration with Chine Auction Association.

China Auction Association shall submit the auctioneers’ registrations and change status to the Ministry of Commerce for archival purposes
on a monthly basis.

Article 29

None of the following articles or the rights to property may be put on auction:

(1)

those of which the purchase and sale are prohibited by any law or administrative regulation;

(2)

those to or of which the ownership or the disposition right is in dispute not yet settled by a judicial or administrative organ; and

(3)

goods under the Customs control without Customs clearance.

Article 30

Auction companies shall conduct their auction business according to law and none of them may:

(1)

let or transfer without permission its right to engage in the auction business;

(2)

make false representations of any auction object, which would cause any loss to the purchaser;

(3)

employ any auctioneer without registering according to law or any other person to preside over an auction sale as an auctioneer;

(4)

conduct any unfair competition by maliciously decreasing the commission rate, charging a commission below the auction cost or even
without charging any commission (except for charity auctions) or by offering the consignor a kickback; or

(5)

commit any other act in violation of laws or regulations.

Article 31

If the auction company finds any article or booty for which the public security organ has issued a circular for cooperative investigation,
it shall immediately report that to the public security organ.

Article 32

In the case of entrusted bidding, a power of attorney and a copy of the ID certificates of both the agent and the principal shall
be issued.

The power of attorney shall include the name of the agent, matters delegated and the purview and the term of the delegated authority.

Article 33

Before conducting an auction, the auction company shall conclude a written agreement with its consignor concerning the treatment of
matters when no transaction has been made on the auction object and concerning the compensation for damages that might be caused
due to the consignor’s suspending or terminating of the auction.

Article 34

An auction company shall have a special person to take proper care of the auction objects handed over by its consignors, set up an
auction object custody and shift system and take necessary security measures.

Article 35

To hold an auction sale, the auction company shall make an announcement in pursuance of the properties of the auction objects and
nature of the auction sale within the time limit as provided for by the Auction Law and relevant laws or administrative regulations.
The announcement shall be published in newspapers with larger circulation as designated by the competent department of commerce at
the place where the auction objects are located or where the auction sale is to be held or in other media with a similar influence.

Article 36

Where the auction company ought to exhibit the auction objects before the auction sale, it shall provide convenient conditions for
the competitive bidders to examine such auction objects and offer the relevant materials at the same time.

The auction objects shall be exhibited for at least two days except fresh goods or other perishable goods.

Article 37

An auction company shall be enpost_titled to verify or require the consignor to state the source and defects of the auction object.

The auction company is obliged to state to the competitive bidders any defect of the auction object that it knows or should have known.

Article 38

Where any law, administrative regulation or rule prescribes any special requirements for the purchaser of an auction object, the auction
object may be auctioned off only to persons who meet such requirements.

Where an auction object is the business qualification that needs administrative licensing according to laws, administrative regulations
or rules and is transferable, the consignor shall obtain approval from the administrative organ concerned before the auction sale.

Article 39

The auction company may designate seats for biding agents on the auction spot and make a statement thereof to all bidders at the beginning
of the auction sale.

Article 40

An auction sale shall be suspended under any of the following conditions:

(1)

no competitive bidder is present at the auction sale;

(2)

any third person challenges the ownership to or the disposition right of the auction object and offers a valid certificate on the
spot;

(3)

the consignor has given notice in written form to the auction company before the auction sale on reasonable grounds;

(4)

the auction sale cannot be carried out for the time being due to the occurrence of any accident; or

(5)

any other circumstances under which the auction sale ought to be suspended according to law.

The suspension of an auction sale shall be declared by the auction company. The auction sale shall be resumed upon the elimination
of the reasons for suspension.

Article 41

The auction sale shall be terminated under any of the following conditions:

(1)

the people’s court, an arbitral organ or an administrative organ concerned has determined that the consignor has no disposition right
of the auction object and has given notice of it to the auction company;

(2)

the auction object is ascertained to be a booty;

(3)

the auction sale cannot be carried out due to the occurrence of any force majeure or accident;

(4)

the auction object has been damaged or perished before the auction sale;

(5)

the consignor has given notice in written form of the termination of auction sale to the auction company before the auction sale;
or

(6)

any other circumstances under which the auction sale ought to be terminated according to law.

The termination of an auction sale shall be declared by the auction company. Where the consignor requests to proceed with the auction
sale after the termination of it, he shall go through the auction formalities again.

Article 42

In the case of an auction sale held within the territory of the People’s Republic of China jointly by a foreign-invested auction company
and a Chinese-capital auction company, the auction object shall accord with the relevant provisions of laws, administrative regulations
and the present Measures.

Chapter V Supervision and Administration

Article 43

The Ministry of Commerce shall organize the formulation of relevant rules and policies on auction sector, guide all regions in working
out their respective plans for the development of auction sector and setting up supervision and verification, industry statistic
and credit management systems for auction sector, and shall be responsible for the promotion and administration of the use of foreign
capital and provide operation guidance to self-disciplinary organizations in the auction sector.

Article 44

The competent departments of commerce at the provincial level shall be responsible for the formulation and implementation of the plan
for the development of the auction sector for their respective regions and submit the plan to the Ministry of Commerce for archival
purposes.

The competent departments of commerce at the provincial level shall set up their respective supervision and verification, industry
statistic and credit management systems governing auction companies and persons engaging in the auction sector, shall be responsible
for the verification and licensing of the establishment of auction companies and branches thereof and conduct administration and
guidance of the local self-disciplinary organizations in the auction sector.

The competent departments of commerce at the provincial level shall create conditions for setting up a computer system interconnected
with those of the local auction companies and other administrative departments, keep records of the status of supervision and inspection
and the treatment of auction activities, render their supervision and verification opinions on the auction companies on annual basis,
charge auction companies not up to standard to make rectifications in a specified time limit and report the verification results
to the authorities concerned.

Article 45

The auction associations shall supervise the auction companies and auctioneers according to law and their respective articles of association.
They shall work out their auction criterion, strengthen the self-disciplinary administration, regulate relations between their member
companies and the relevant departments of the government and relations between their member companies, provide service to their member
companies and safeguard the legitimate rights and interests of their member companies.

China Auction Association shall, under the guidance of the Ministry of Commerce, implement an the credit management system of auction
companies throughout the country and organize the examinations, assessment and qualification certification for auctioneers.

Chapter VI Legal Responsibilities

Article 46

Any company, which engages in for-profit auction activities without a license, shall be banned according to the relevant provisions
of the state.

Article 47

Where any auctioneer violates the provisions of Article 26 or 27 hereof or conceals facts and figures from or provides false information
to the regulatory department or commits any other lawless act, the competent department of commerce at the provincial level may notify
such lawless acts and its proposal for treatment to China Auction Association, which shall deal with the offending auctioneer according
to the relevant provisions and report in written form the result of treatment to the competent department of commerce and auction
association at the place of the auctioneer within 10 working days.

Article 48

Any auction company, which has caused any loss to the purchaser by violating the provisions of Article 29 hereof, shall make compensation
for such damages; if such loss is attributable to the consignor, the auction company shall be enpost_titled to recover the loss from the
consignor.

Article 49

Any auction company, which violates the provisions of Article 30 (1) hereof, shall be ordered by the competent department of commerce
at the provincial level to make corrections and be imposed upon a fine not exceeding 30,000 yuan.

Article 50

Any auction company, which violates the provisions of Article 30 (3) hereof, shall be given a warning and a fine at or above the
amount of its illegal earnings with roof of 30,000 yuan pursuant to the severity of the circumstances; in the case of non-illegal
earnings, it shall be given a fine not exceeding 10,000 yuan by the competent department of commerce at the provincial level, and
make compensation for losses caused to the consignor and purchaser according to law, if any.

Article 51

Any auction company, which violates Article 30 (2) or (4) hereof, shall be punished by the relevant administrative organ according
to law.

Article 52

Any auction company, which violates the provisions of Article 35 or 36 hereof by making irregular announcements or exhibitions before
an auction sale, shall be given a warning in the light of the severity of the circumstances, ordered to make corrections or postpone
the auction sale or given a fine not exceeding 10,000 yuan by the competent department of commerce at the provincial level.

Article 53

Where the auction company or consignor violates the provisions of Article 37 hereof by failing to state the defect of the auction
object and causes damages to the purchaser, the purchaser shall be enpost_titled to request the auction company to make compensation ;
if the damages are attributable to the consignor, the auction company shall be enpost_titled to recover the compensation from the consignor.

Where the auction company or the consignor has stated before the auction sale that they cannot guarantee the genuineness or quality
of the auction object, it/he may not bear the responsibility to warrant the defects (hereafter referred to as disclaimer). However,
the disclaimer shall be invalid if the auction company or the consignor knows or should have known the defect of the auction object.

Article 54

Where, after a successful bidding, the consignor fails to assist the purchaser in going through the formalities for changing certificates
or licenses and ownership transfer and thus causes losses to the purchaser or to the auction company, the consignor shall be liable
for such losses according to law.

The consignor shall be liable for the losses of the auction company or the purchaser according to law as caused by the suspension
or termination of the auction sale as required by the consignor.

Article 55

The competent department of commerce at the provincial level or the Ministry of Commerce may withdraw its decision of approval for
the establishment of an auction company or a branch thereof, if such decision has been made:

(1)

by the functionary’s abusing his power or neglecting his duty;

(2)

in violation of the requirements as provided for in the Auction Law or the present Measures; or

(3)

beyond its statutory authority.

Article 56

Where any functionary of a competent department of commerce or any staff member of an auction association abuses his power, engages
in malpractice for private benefit, neglects his duty, extorts or takes bribes, the person in charge who is directly responsible
and other persons directly responsible shall be given an administrative punishment, or shall be investigated for assuming criminal
responsibilities if a crime is constituted.

Article 57

Every functionary of competent departments of commerce shall, according to the relevant provisions on confidentiality, keep confidential
the information he gets to knowwhen performing his duties as required by the relevant auction company, consignor, bidder or purchaser.
In the case of any improper disclosure, he shall be dealt with according to the relevant provisions. Where the auction company believes
that some materials submitted by it to the administrative organ contain any confidential information, it shall mark the “confidential”
on the materials and have them sealed.

Chapter VII Supplementary Provisions

Article 58

The introduction of auction sales into commodity transaction markets, such as the agricultural product wholesale market and motor
vehicle transaction market, and the administration of auction sales on the Internet shall be conducted by referring to the present
Measures in principle, for which the specific measures shall be separately formulated.

Article 59

All wholly state-owned auction companies shall be reorganized according to the relevant provisions of the state.

Article 60

The power to interpret the present Measures shall remain with the Ministry of Commerce.

Article 61

The present Measures shall come into force as of January 1, 2005.

the Ministry of Commerce
2004-12-02

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION CONCERNING EXTENDING VALUE-ADDED TAX CREDIT SCOPE OF ENTERPRISES ENGAGED IN MILITARY PRODUCTS AND HIGH-TECH PRODUCTS IN NORTHEAST REGION

Ministry of Finance, State Administration on Taxation

Notice of the Ministry of Finance and the State Administration concerning Extending Value-Added Tax Credit Scope of Enterprises Engaged
in Military Products and High-Tech Products in Northeast Region

Cai Shui [2004] No. 227

Departments (bureaus) of finance and bureaus of state taxation of Liaoning province, Jilin province, Heilongjiang province and Dalian
city:

In accordance with “Notice of the Ministry of Finance and the State Administration of Taxation on the Printing and Distribution of
the Provision on ‘Several Issues concerning extending value-added tax credit scope'” (Cai Shui [2004] No. 156), the notice on the
implementation of extending value-added tax credit scope of the enterprises engaged in military products and high-tech products in
Northeast region is hereby notified as follows:

The enterprises engaged in military products and high-tech products listed herein are allowed to be applicable to the scope of extending
value-added tax credit.

The enterprises of military products and hi-tech products subsumed under the scope of extending VAT credit shall implement in accordance
with the pertinent provision of the following documents: “Notice of the Ministry of Finance and the State Administration of Taxation
on the Printing and Distribution of the Provision on Several Issues concerning Extending Value Added Tax Credit Scope in Northeast
Region'” (Cai Shui [2004] No. 156), ” Notice of the Ministry of Finance and the State Administration of Taxation on the Printing
and Distribution of ‘Interim Measures for Extending Value Added Tax Credit Scope in Northeast Region”(Cai Shui [2004] No. 168), “Urgent
Notice of the Ministry of Finance and the State Administration of Taxation on further implementation of Extending Value-Added Tax
Credit Scope in Northeast Region”(Cai Shui [2004] No. 226)

Taxation authorities of all levels shall pay close attention to putting into practice the auditing work concerning income tax of
fixed assets of enterprises engaged in military products and high-tech products, and shall carry it out strictly in accordance with
the relevant provisions. Provided the income tax of fixed assets paid by taxpayer from July 1, 2004 to November 30, 2004 conforms
to the current provision after auditing, the taxation authority concerned shall repay the refundable VAT to the taxpayer duly.

Attachment: List of Enterprises Engaged in Military Products and High-Tech Products in Northeast Region with resp ect to Extended
Scope of VAT Credit (omitted)

Ministry of Finance

State Administration on Taxation

December 27, 2004

Ministry of Finance, State Administration on Taxation
2004-12-27

REGULATION ON WORK SAFETY LICENSES

State Council

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

No.397

The Regulation on Work Safety Licenses, which has been adopted at the 34th executive meeting of the State Council on January 7th 2004,
is hereby promulgated and shall come into force as of the day of promulgation.

Wen Jiabao, Premier of the State Council

January 13th, 2004

Regulation on Work Safety Licenses

Article 1

With a view to strictly regulating work safety conditions, further enhancing work safety supervision and administration, thus preventing
and reducing work accidents, this Regulation is hereby formulated in accordance with the Work Safety Law of the People’s Republic
of China.

Article 2

The State applies a work safety licensing system to enterprises engaged in mining, construction, and the production of dangerous chemicals,
fireworks and crackers, and blasting equipment for civil use (hereinafter referred to as enterprises).

No such enterprises may engage in production activities without work safety licenses.

Article 3

The department of work safety supervision and administration under the State Council shall be in charge of issuance and administration
of work safety licenses for enterprises subject to the central authority which are engaged in non-coal mining, and the production
of dangerous chemicals and fireworks and crackers.

The departments of work safety supervision and administration under the People’s Governments of the provinces, autonomous regions,
and municipalities directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses
for enterprises outside the scope of the preceding paragraph which are engaged in non-coal mining, and the production of dangerous
chemicals and fireworks and crackers, and be subject to the guidance and supervision of the department of work safety supervision
and administration under the State Council.

The State authority over coal mine safety inspections shall be in charge of issuance and administration of work safety licenses for
coal mining enterprises which are subject to the management of the central authorities.

The authorities over coal mine safety inspections under the People’s Governments of the provinces, autonomous regions, and municipalities
directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses for coal mining
enterprises outside the scope of the preceding paragraph, and be subject to the guidance and administration of the State authority
over coal mine safety inspections.

Article 4

The administrative department of construction under the State Council shall be in charge of issuance and administration of work safety
licenses for construction enterprises which are subject to the central authority.

The administrative departments of construction under the People’s Governments of provinces, autonomous regions, and municipalities
directly under the Central Government, shall be in charge of the issuance and administration of work safety licenses for construction
enterprises outside the scope of the preceding paragraph, and be subject to the guidance and supervision from the administrative
department of construction under the State Council.

Article 5

The administrative department of science, technology and industry for national defense under the State Council shall be in charge
of the issuance and administration of work safety licenses for enterprises engaged in the production of blasting equipment for civil
use.

Article 6

To obtain a work safety license, an enterprise shall satisfy the following work safety conditions:

(1)

Having established and improved the responsibility system for work safety, and formulated a whole set of work safety regulations and
operating rules;

(2)

Its investment in safety is up to work safety requirements;

(3)

Having set up administrative entities for work safety and installed full-time work safety administrative personnel;

(4)

The major person(s)-in-charge and work safety administrative personnel have passed the appraisal;

(5)

The special personnel have passed the appraisal conducted by the competent authority, and have obtained qualification certificates
for special operations;

(6)

The workers have gone through work safety education and training;

(7)

Having workers insured against work-related injuries in accordance with the law and having paid insurance premiums in this regard;

(8)

Its premises, worksites, safety facilities, equipment and technology are up to the requirements of the relevant work safety laws,
regulations, standards and rules;

(9)

Having preventive measures against occupation hazards and providing workers with labor protection articles which are up to the national
standards or standards of the industrial sector concerned;

(10)

Having conducted safety evaluation in accordance with the law;

(11)

Having measures for the testing, assessment and monitoring of sources of grave danger, as well as emergency plans thereabout;

(12)

Having emergency rescue plans for work accidents, and entities or personnel specialized in emergency rescue, and having necessary
emergency rescue materials and equipment; and

(13)

Satisfying other conditions as provided by laws and regulations.

Article 7

Before starting production, an enterprise shall apply for the work safety license to the department in charge of the issuance and
administration of work safety licenses according to the present Regulation, and provide the relevant documents and materials specified
in Article 6 of the present Regulation. The department in charge of the issuance and administration of work safety licenses shall
wrap up its review process within 45 days from the day of receipt of an application, and issue work safety licenses to those found
upon review to satisfy the work safety conditioned specified in the present Regulation. For those failing to satisfy the work safety
conditions as specified in the present Regulation, the said department shall deny their access to work safety licenses, and send
written notices to the applicants with reasons explained for such denial.

A coal mining enterprise shall, prior to its application for the coal production license, apply for the work safety license on a per
mine (pit) basis in accordance with the present Regulation.

Article 8

The work safety licenses shall be in uniform style as prescribed by the department of work safety supervision and administration under
the State Council.

Article 9

The valid period for a work safety license shall be three years. If a work safety license needs to be extended upon its expiration,
the enterprise shall go through the extension procedures three months prior to such expiration with the administrative department
from which the license is issued.

If an enterprise strictly abides by the relevant laws and regulations on work safety and is free of any deadly accident during the
valid period of its work safety license, such license will enjoy a review-free three-year extension upon its expiration, with the
consent of the administrative department from which the license is issued.

Article 10

The departments in charge of the issuance and administration of work safety licenses shall establish and improve the archiving administration
system for such licenses, and make regular release of information to the general public concerning the issuance of licenses to enterprises.

Article 11

The departments in charge of the issuance and administration of work safety licenses for coal mining enterprises, the departments
in charge of the issuance and administration of work safety licenses for construction enterprises, and the departments in charge
of the issuance and administration of work safety licenses for enterprises engaged in the production of blasting equipment for civil
use, shall make annual briefings to the same-level departments of work safety supervision and administration on information concerning
the issuance and administration of work safety licenses.

Article 12

The department of work safety supervision and administration under the State Council and the departments of work safety supervision
and administration under the peoples’ governments of provinces, autonomous regions, and municipalities directly under the Central
Government, shall conduct supervision over the issuance of work safety licenses to enterprises engaged in construction, the production
of blasting equipment for civil use, and coal mining.

Article 13

No enterprises may transfer, use under an assumed name, or use forged, work safety licenses.

Article 14

After obtaining a work safety license, an enterprise may not lower its work safety conditions, and shall improve its routine work
safety management and be subject to the supervision and inspection of the administrative department from which the license is issued.

The departments in charge of the issuance and administration of work safety licenses shall enhance its supervision over and inspection
of license receiving enterprises, and withdraw on a temporary basis or revoke the license upon finding of any failure to satisfy
the work safety conditions specified in the present Regulation.

Article 15

No personnel of the departments in charge of the issuance and administration of work safety licenses may extort or accept any property
from enterprises or seek any other illicit gains, during the issuance, administration, supervision or inspections of such licenses.

Article 16

The supervisory departments shall, according to the Administrative Supervision Law of the People’s Republic of China, conduct supervision
over the departments in charge of the issuance and administration of work safety licenses as well the personnel thereof, on their
performance of duties and responsibilities in accordance with the present Regulation.

Article 17

Every organization or individual is enpost_titled to report the acts in violation of the present Regulation to the relevant authorities
such as the departments in charge of the issuance and administration of work safety licenses or the supervisory departments.

Article 18

Any personnel of the departments in charge of the issuance and administration of work safety licenses who are involved in any of the
following acts may be given administrative sanction of demotion or removal from office; if a criminal offense is constituted, he
or she shall be subject to criminal liabilities.

(1)

Issuing work safety license(s) to enterprises failing to satisfy the work safety conditions specified in the present Regulation;

(2)

Making no statutory handling upon finding that any enterprise is engaged in production activities without work safety licenses;

(3)

Making no statutory handing upon finding that any license receiving enterprise fails to satisfy the work safety conditions specified
in the present Regulation;

(4)

Making no timely handling upon receipt of report on acts in violation of the present Regulation;

(5)

Extorting or accepting property from enterprises or seeking any other illicit gains during the issuance, administration, supervision
or inspections of work safety licenses.

Article 19

Those which, in violation of the present Regulation, are arbitrarily engaged in production without work safety licenses shall be ordered
to suspend production, and be subject to the confiscation of the illicit gains and a fine of 100,000 up to 500,000 RMB. If a criminal
offense is constituted in the wake of a serious accident or any other serious consequences, the offender shall be subject to criminal
liabilities.

Article 20

Those who, in violation of the present Regulation, continue production without going through the extension procedures upon expiration
of work safety licenses shall be ordered to suspend production and go through the remedial procedures within a limited period, and
be subject to the confiscation of the illicit gains and a fine of 50,000 up to 100,000 RMB. And those who continue production without
going through the remedial procedures within the limited period shall be subject to punishment in accordance with Article 10 of
the present Regulation.

Article 21

Those who, in violation of the present Regulation, transfer their work safety licenses shall be subject to confiscation of the illicit
gains, a fine of 100,000 up to 500,000 RMB and the revocation of such licenses; if a criminal offense is constituted, the offender
shall be subject to criminal liabilities; and the transfer recipient(s) shall be subject to punishment in accordance with Article
19 of the present Regulation.

Those who use, under an assumed name, or use forged work safety licenses shall be subject to punishment in accordance with Article
19 of the present Regulation.

Article 22

Enterprises which have already been engaged in production prior the implementation of the present Regulation shall, according to the
provisions of the present Regulation, apply for work safety licenses to the departments in charge of issuance and administration
of such licenses within one year from the day of the Regulation’s implementation. Those which fail to go through the application
for work safety licenses or to satisfy upon review the work safety conditions specified in the present Regulation, but nevertheless
continue production without such licenses, shall be subject to punishment in accordance with Article 19 of the present Regulation.

Article 23

The administrative punishment specified in the present Regulation shall be subject to the determination of the departments in charge
of the issuance and administration of work safety licenses.

Article 24

The present Regulation shall come into force as of the day of promulgation.

State Council
2004-01-13

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE CONSUMPTION TAX RATE OF IMPORTED CIGARETTES

the ministry of finance, the state administration of taxation

Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Consumption Tax Rate of Imported Cigarettes

CaiShui [2004] No.22

January 29th, 2004

The Customs General Administration:

With a view to consolidating the policy of consumption tax on imported cigarettes and homemade cigarettes, and upon the approval of
the State Council, we hereby adjust the consumption tax rate of imported cigarettes, and give the following Circular on relevant
issues:

From March 1, 2004, the proportional consumption tax rate applicable to imported cigarettes shall be determined in accordance with
the following measures:

The price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional consumption
tax rate = (duty-paid value + customs duty + fixed consumption tax rate) /(1consumption tax rate). Among them, the duty-paid value
and the customs duty shall be the duty-paid value and the amount of customs duty of each standard carton of 200 cigarettes; the fixed
consumption tax rate shall be 0.6 Yuan (which comes from the calculation according to the existing fixed consumption tax rate) for
each standard carton of 200 cigarettes; the consumption tax rate shall be fixed as 30%.

In case the price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional
tax rate is 50 Yuan or more, the proportional tax rate applicable shall be 45%. If the price of each standard carton of imported
cigarettes (200 cigarettes), which are determined for applying proportional tax rate, is less than 50 Yuan, the proportional tax
rate applicable shall be 30%.

II.

The composite assessable value of consumption tax applicable to and the amount of taxable consumption tax on imported cigarettes
shall be calculated according to the proportional consumption tax rate applicable as determined in the foregoing paragraph.

The composite assessable value of consumption tax on imported cigarettes = (duty-paid value + customs duty + fixed consumption tax
rate)/(1?Cproportional consumption tax rate applicable to imported cigarettes).

The amount of taxable consumption tax = the composite assessable value of consumption tax on imported cigarettes the proportional
consumption tax rate applicable to imported cigarettes + fixed amount of consumption tax. Among them, the fixed amount of consumption
tax = quantity of imported cigarettes checked and ratified by the customs ixed consumption tax rate, and the fixed consumption
tax rate shall be 150 Yuan for each standard box of 50,000 cigarettes.

Please comply with and implement this notice accordingly.

the ministry of finance, the state administration of taxation
2004-01-29

RULES FOR TAXATION ADMINISTRATIVE REVIEW (INTERIM)

State Administration of Taxation

Decree of the State Administration of Taxation of the People’s Republic of China

NO.8

Rules on Taxation Administrative Review (interim) , deliberated and adopted at the first executive meeting of the State Administration
of Taxation on January 17th, 2004, are hereby promulgated and shall be put in force as of May 1st, 2004.

Xie Xuren, Director of the State Administration of Taxation

February 24th, 2004

Rules for Taxation Administrative Review (interim)

Chapter I General Provisions

Article 1

With a view to preventing and rectifying the violations of laws or specific improper administrative actions of the tax authorities,
protecting the legal rights and interests of taxpayers and other interested parties, and ensuring and supervising the tax authorities
to lawfully exercise their mandate the current Rules are formulated in accordance with the Law of the People’s Republic of China
on Administrative Review, the Law of the People’s Republic of China on the Administration of Tax Collection and other relevant regulations.

Article 2

Taxpayers and other interested parties who believe their legal rights and interests have been infringed by a specific administrative
action of a tax authority, may apply for review to the taxation administrative review authority in accordance with legal procedures.
The Rules are applicable to taxation administrative review authorities in accepting the application for review and in making decisions
on administrative review.

Article 3

The tax administrative review authority referred to in the Rules (hereinafter referred to as the review authority) are those tax authorities
that lawfully investigate and make administrative review decisions on specific administrative actions after receiving applications
for review.

Article 4

Agencies of the review authorities in charge of taxation legal affairs (hereinafter referred to as legal affairs agencies) shall shoulder
the specific responsibility of administrative review and perform the following duties:

(1)

Accepting the application for administrative review;

(2)

Investigating and searching for evidence from relevant organizations and persons, consulting documents and materials;

(3)

Examining whether a specific administrative action under a review application is lawful and proper and drafting an administrative
review decision.

(4)

Handling or transferring examination applications listed in Article 9 of the Rules;

(5)

In accordance with the prescribed jurisdiction and procedures, putting forward proposals for handling actions violating the Administrative
Review Law and the Rules;

(6)

Handling matters for responding to administrative lawsuits lodged because of objections to administrative review decisions;

(7)

Examining and supervising the administrative review work of tax authorities at lower levels;

(8)

Handling compensation issues as result of the administrative review cases;

(9)

Collecting statistics, making reports and keeping files for administrative review, lawsuits and compensation cases.

Tax authorities at all levels shall establish sound legal affairs agencies and assign fulltime clerks in charge of administrative
review and corresponding lawsuits to ensure smooth progress of the work.

Article 5

In performing the administrative review duties, the review authorities shall fortify the awareness of responsibility and service,
establish the concept of rule-based administration, follow the principles of legitimacy, impartiality, transparency, timeliness and
convenience for the people, adhere to correcting errors if any, cleave to laws, and ensure the correct implementation of the laws
and regulations.

Article 6

If taxpayers and other parties concerned disagree to tax administrative review decisions, they may bring administrative lawsuits to
the people’s courts in accordance with the Law on Administrative Procedures.

Article 7

Expenses incurred in administrative review and litigation in the tax authorities at all levels shall be covered by administrative
budget.

Chapter II Scope of Taxation-related Administrative Review

Article 8

The review authorities shall accept applications for administrative review as a result of objections to any of the following specific
administrative actions:

(1)

Tax collection by the tax authorities, including specific administrative actions such as confirming the taxable entities, taxable
items, scope of taxation, tax reduction, exemption and refund, applicable tax rate, tax base, intermediate links of taxation, time
limit for tax payment and tax collection methods as well as tax collection, imposing fines on tax owed, actions of withholding agents,
and tax collection by agents entrusted by tax authorities.

(2)

Measures taken by the tax authorities to guarantee the tax revenue:

(a)

Written notification to banks or other financial institutions to temporarily freeze an account;

(b)

Seizing or detaining commodities, goods or other property.

(3)

Failure to timely withdraw tax revenue guarantee measures by the tax authorities which results in infringement of the legal rights
and interests of taxpayers;

(4)

Mandatory enforcement measures taken by the tax authorities:

(a)

Written notifications to banks or other financial organizations to withhold tax payments from deposits of the concerned parties;

(b)

Selling or auctioning the seized or detained commodities, goods or other properties.

(5)

Administrative penalty imposed by the tax authorities:

(a)

fines;

(b)

confiscation of properties and illegal income;

(c)

depriving the right of getting export tax refund.

(6)

The actions of the tax authorities in refusing to lawfully handle a matter or to give a reply:

(a)

Refusing to approve tax reductions and exemptions or export tax refund;

(b)

Refusing to credit the tax;

(c)

Refusing to rebate tax;

(d)

Refusing to issue tax registration certificate or sell invoices;

(e)

Refusing to issue tax payment vouchers and receipts;

(f)

Refusing to identify the normal value-added tax payers;

(g)

Refusing to approve deferred tax declaration, and deferred tax payment.

(7)

The actions of the tax authorities in disqualifying the general VAT payers;

(8)

The actions of the tax authorities in capturing and stopping selling invoices;

(9)

The actions of the tax authorities in ordering the taxpayers to present tax payment guarantees or not to lawfully confirm the validity
of their tax payment guarantees.

(10)

The actions of the tax authorities in refusing to lawfully grant awards to tax evasion reporters.

(11)

Decision of the tax authorities of notifying the border exit department to prevent exit of border.

(12)

Other specific administrative actions of the tax authorities.

Article 9

Any taxpayers or other parties concerned believing that the following basis for the specific administrative actions of the tax authorities
are illegal may apply to the review authorities for examining these basis when applying for the administrative review of the specific
administrative actions:

(1)

The rules of the State Administration of Taxation and other departments of the State Council:

(2)

The rules of the tax authorities at other levels;

(3)

The rules of the local people’s governments;

(4)

The rules of departments of the local people’s governments.

The provisions mentioned in the preceding Paragraph exclude regulations and rules.

Chapter III Jurisdiction of the Taxation Administrative Review

Article 10

Objections against specific administrative actions of tax authorities at any level shall be referred to the tax authorities at a higher
level for administrative review.

The objections against the specific administrative actions of the local tax bureaus at provinces, autonomous regions and municipalities
directly under the central government may be taken to the State Administration of Taxation or the people’s governments of provinces,
autonomous regions and municipalities directly under the central government for review.

Article 11

The objections against the specific administrative actions of the State Administration of Taxation shall be taken to the State Administration
of Taxation for administrative review. In case of disagreement to the review decision, the applicants may lodge an administration
lawsuit to the people’s court or may apply to the State Council for arbitration. The ruling of the State Council is final.

Article 12

Those who have any objections against the specific administrative actions of tax authorities or organizations other than those prescribed
in Articles 10 and 11 of the Rules shall apply for administrative review in accordance with the following rules:

(1)

Those who have any objections against the specific administrative actions of municipalities separately listed in the state budgetary
planning shall apply for administrative review to the provincial tax bureaus.

(2)

Those who have objections against the specific administrative actions of tax offices or inspection departments of tax bureaus at any
level shall apply for administrative review to their supervising tax authorities.

(3)

Those who have objections against the withholding actions of withholding agents shall apply for administrative review to the tax authorities
at a higher level than the competent tax authorities in charge of the withholding agent. As for objections against the tax collection
actions of agencies entrusted by the tax authorities, the application for review shall be brought to the tax authorities at a higher
level than the authorization tax authority.

(4)

For tax-related cases jointly investigated by the state tax bureau,(including inspection department and tax office) and local tax
bureau (including inspection bureau and tax office) , tax authority and other administrative departments, all departments involved
shall, in accordance with their respective jurisdiction, take specific administrative actions respectively rather than jointly after
consulting other parties.

For objections against the specific administrative actions jointly made by the state tax bureau (including inspection bureau and tax
office) and local tax bureau (including inspection bureau and tax office) , the application for review shall be made to the State
Administration of Taxation. For objections against the specific administrative actions made jointly by the tax authority and other
administrative departments, the application for review shall be submitted to their common supervising administrative authority at
a higher level.

(5)

For objections against the specific administrative actions of a dissolved tax department made before it was dissolved, the application
for the review shall be submitted to the tax authority at a higher level than the former tax authority.

For any one of the circumstances described in(2) ,(3) ,(4) and(5) , the applicants may apply for review to the local county people’s
government where the specific administrative action occurs. The county people’s governments accepting the application shall be responsible
for transferring the application according to laws and regulations.

Chapter IV Application for Tax Administrative Review

Article 13

Applicants may put forward the application for administrative review within 60 days after being notified of the specific administrative
action of the tax authorities. Where the legal time limit is delayed due to justifiable reasons such as force majeure or obstacles
set by the respondents, the application time limit shall start from the date of the elimination of the obstacles.

Article 14

Where the taxpayers, withholding agents and sureties of tax payment object to the actions listed in Item 1 and Subparagraph 1,2,3
in Item 6 of Article 8 of the Rules, they shall apply for administrative review first. Should disagreement to the decision of the
administrative review occur, they might then appeal to the people’s court.

Where applicants apply for administrative review according to the preceding provisions, they shall first pay taxes and overdue fines
or provide relevant guarantees in line with the tax amount and time limit confirmed by tax authorities in accordance with laws and
regulations, after the confirmation of which by the tax authorities, they may apply for administrative review within 60 days starting
from the date of confirmation.

The means of guarantee provided by applicants include surety, mortgage and pledge. The tax authorities taking the specific administrative
action shall examine the qualification and credit of the surety, and have the right to refuse those without legal qualifications
or ensuring capacity. The tax authorities taking the specific administrative action shall examine the mortgage and pledge provided
and shall refuse to confirm those falling short of legal conditions.

Article 15

Where the applicants object to other specific administrative actions than the actions listed in Item 1 and Subparagraph 1, 2, 3 in
item 6 of Article 8 of the Rules, they may apply for administrative review or directly appeal to the people’s court.

Article 16

Applicants may make applications either in written form or orally. In case of oral application, the review authorities shall record
on spot the basic information about the applicants, their request for administrative review, and the key facts, arguments and time
of the review application.

Article 17

Taxpayers or other parties concerned requesting for administrative review are the applicants of the tax administrative review, specifically
refer to the taxpayers, withholding agents, tax guarantee providers and other persons concerned.

Where the citizens having the right to apply for administrative review are dead, their families or close relatives may apply for administrative
review. Where the citizens having right to apply for administrative review lose behavioral ability or are disabled, their legal representatives
may apply for the administrative review on their behalf.

Where the legal persons or other organizations having right to apply for administrative review are merged, split or terminated, the
legal persons or other organizations inheriting their right may apply for the administrative review.

Other citizens, legal persons or organizations having a stake in the specific administrative action under review may participate in
the administrative review as third party.

A third party who is not the target of a specific administrative action but whose right has been directly deprived of, restricted
or who is compelled to obligations by such specific administrative action, may apply for administrative review personally if the
direct target does not make the application.

Applicants and third parties may entrust agents to take part in the administrative review on their behalf, while the respondents shall
not entrust any agents to participate in the administrative review on their behalf.

Article 18

Where taxpayers or other parties concerned apply for administrative review on the specific administrative action of the tax authorities,
the tax authorities taking the action shall be the respondents.

Article 19

An applicant shall not institute an administrative lawsuit to the people’s court within the legal time limit for administrative review,
should his application to the review authority for administrative review have been submitted and accepted. Should an applicant have
lodge an administrative lawsuit to the people’s court, which has accepted the case, the applicant shall not apply for administrative
review.

Chapter V Acceptance of Tax Administrative Review

Article 20

After receiving the application for administrative review, the review authority shall examine it within 5 days and make a decision
on whether to accept it. The review authority shall refuse those applications inconsistent with the Rules and notify the applicants
in written form.

Applications for administrative review shall be refused in the following circumstances:(1) applications for cases outside the scope
of administrative review;(2) applications submitted after the legal time limit;(3) applications without specific respondent and objects
of administrative review;(4) applications having been submitted to other review authorities for administrative review and been accepted;(5)
applications whose applicants have brought the cases to the people’s court, which has accepted the case;(6) applications whose applicants
have disputes on tax with the tax authorities, and have not pay tax and late fee or have provided no guarantees or invalid guarantee;(7)
applications whose applicants do not meet the qualifications for application.

For those qualified applications that are not under the jurisdiction of a review authority, the review authority shall inform the
applicants of the right review authorities they should turn to.

Should the review authority do not examine the application and make a decision on refusing it within time limit prescribed above after
receiving the application for administrative review, the application shall be considered as being accepted.

Article 21

For those qualified review applications, the date when the legal affairs sections of the review authorities receive them shall be
the date of acceptance. The review authorities shall notify the applicants of the acceptance of the application in written form.

Article 22

For the specific administrative actions that shall be first applied to the review authorities for administrative review and then be
brought to the people’s court if the applications are rejected, or no replies are given when the legal time limit for the review
expires, the taxpayers or other parties concerned may lawfully bring the cases to the people’s court within 15 days after receiving
the rejection letters or after the expiration of the administrative review deadline, if the review authorities refuse to accept the
applications or fail to reply within the review time limit.

In case of extension of review time limit according to Article 43 of the Rules, the date of the expiration of the review time limit
shall be the date after the extension.

Article 23

Where the taxpayers and other parties concerned lawfully apply for review, but the review authorities refuse to accept without justifiable
reasons, the tax authorities at higher level shall order the review authorities to accept the applications if the applicants do not
appeal to the people’s court. If necessary, the tax authorities at higher level may directly accept the applications.

Article 24

During the term of the review, the specific administrative action shall not cease unless one of the following circumstances exists:

(1)

The respondent believes it necessary to cease;

(2)

The review authority believes it necessary to cease;

(3)

The applicant applies for ceasing implementation and the review authority believes the request is reasonable and determines to cease
the implementation;

(4)

It shall cease according to laws and regulations.

Article 25

The administrative review shall be suspended in any of the following circumstances:

(1)

The applicant dies and it is necessary to wait for the inheritor to make clear whether or not to participate in the administrative
review;

(2)

The applicant has lost the capability to engage in litigation and his legal representative has not been designated yet;

(3)

The administrative institution, the legal person or any other organization as one of the parties has terminated, and the party to
inherit its rights and obligations has not been determined yet;

(4)

The review authority can not investigate for a while because of force majeure;

(5)

The basis for the specific administrative action is being processed according to Article 39 and 40 of the Rules;

(6)

The adjudication of the case pending is dependent on the results of the trial of another case that has not yet been concluded;

(7)

The respondent is performing certain duties as the applicant applied for;

(8)

Other circumstances that warrant the suspension of the administrative review.

The suspension of the administrative review shall be notified to parties concerned in written form. The administrative review shall
resume after the causes of the suspension have been eliminated.

Article 26

The administrative review shall be terminated in any of the following circumstances:

(1)

The applicant withdraws the application for administrative review according to Article 38 of the Rules;

(2)

After accepting of the application, the review authority finds that other review authority or the people’s court has accepted the
case prior to it;

(3)

The applicant dies without an inheritor, or the inheritor waives the right to apply for administrative review;

(4)

After the termination of a legal person or other organization, the applicant of the administrative review, its inheritor waives the
right to apply for administrative review; If 60 days after the suspension of an administrative review due to circumstances 1 and
2 of Article 25 , nobody applies to resume, the administrative review shall be terminated unless sound reasons are presented;

(5)

The review authority finds out that the requirements for accepting applications are not met after accepting the application for administrative
review.

The termination of the administrative review shall be notified to relevant parties in writing.

Chapter VI Evidence

Article 27

Evidence shall be classified as follows:

(1)

documentary evidence;

(2)

material evidence;

(3)

video and audio material;

(4)

testimonies of witnesses;

(5)

statements of the parties concerned;

(6)

appraisal conclusions; and

(7)

written record of spot inspection or investigation, and written record at the locale.

Article 28

In the administrative review, the respondent shall have the burden of proof for the specific administrative action it has undertaken.

Article 29

The review authority shall take facts supported by evidence as the basis for the review of the cases.

Article 30

The review authority shall examine the validity of the evidence from the following aspects based on the specific circumstances of
each case:

(1)

whether the evidence meets the requirement on legal form;

(2)

whether the procurement of evidence meets the requirement prescribed by laws, regulations, rules, judicial interpretations and other
provisions;

(3)

whether there exist any other law-violating circumstances that have an impact on the validity of the evidence.

Article 31

The review authority shall examine the authenticity of evidence from the following aspects based on specific circumstances of each
case:

(1)

the causes that lead to the evidence;

(2)

the objective circumstances when the evidence is found;

(3)

whether the evidence is original and whether the duplicated copy is consistent with the original.

(4)

whether the interest of the witness or person providing the evidence is connected with the parties concerned in the case;

(5)

other factors that may influence the authenticity of evidence.

Article 32

The following evidence materials shall not be taken as the basis for deciding on a verdict:

(1)

evidence materials collected in a way that goes against the legal proceedings;

(2)

evidence materials infringing other persons’ lawful rights and interests obtained in such ways as shooting and recording on the sneak,
wire tapping etc;

(3)

evidence materials procured in such wrongful ways as temptation, fraud, menace, violence etc;

(4)

evidence materials provided by parties concerned beyond the time limit without reasonable grounds;

(5)

duplicates provided by a party concerned who refuses to present the originals without reasonable grounds, and cannot present any other
supporting evidence, which are not acknowledged by the counterpart;

(6)

evidence materials which are unable to determine true or false;

(7)

testimony provided by a witness unable to express his idea precisely;

(8)

other evidence materials bearing no validity and authenticity.

The relevant materials procured by the legal affairs agencies according to item 2 of Article 4 of the Rules shall not be taken as
evidence supporting the specific administrative action of the respondent.

Article 33

In the course of an administrative review, the respondent shall not go its own way to collect evidence from the applicant, other relevant
organizations or individuals.

Article 34

The applicant and the third party may have access to the written reply of the respondent, evidence and justifications for the specific
administrative action, and other relevant materials. The review authority shall not refuse except for materials concerning state
secrets or commercial secrets or the privacy of individuals.

Chapter VII Decision of Tax Administration Review

Article 35

The administrative review adopts the way of paper examination in principle. Where, however, the applicants request for or the legal
affairs section believes it necessary, the opinions of the applicants, respondents and the third party shall be solicited, and relevant
organizations or individuals may be consulted for useful information.

Article 36

The review authority shall comprehensively examine the factual evidence, legal proceedings, legal basis and the validity and propriety
of the rights and obligations provided for, which are the basis for the specific administrative action of the respondent.

Article 37

The legal affairs agency of a review authority shall deliver the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application to the respondent within 7 days after accepting the review application.

The respondent shall put forward a written reply and provide the evidence, basis and other relevant materials for taking the specific
administrative action within 10 days after receiving the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application.

Article 38

Before the review decision is made, the applicant may withdraw its application, but shall not apply again for administrative review
based on the same basic facts or reasons.

Article 39

Where an applicant applies for examination of the relevant rules when applying for administrative review according to Article 9 of
the Rules, the review authority shall lawfully handle that within 30 days if it has the right to do so. If it is beyond its mandate,
the review authority shall transfer the case to the appropriate administrative department within 7 days in conformity with the legal
procedures. The administrative department with proper mandate shall settle the case within 60 days according to the law. During the
processing period, the examination on the specific administrative action shall be suspended.

Article 40

Where the review authority believes, during the examination, that the specific administrative action of the respondent is not legally
based and the authority has the right to deal with it, the review authority shall deal with it within 30 days according to the law.
For cases beyond its mandate to deal with, the review authority shall, within 7 days, transfer it in line with the legal procedures
to the appropriate state department. During the process of handling the legal basis,, the examination on the specific administrative
action shall be suspended.

Article 41

The legal affairs agency shall examine the validity and properness of the specific administrative action taken by the respondent,
put forward proposals and, upon consent of the head of the review authority, work out the review decision in conformity with the
following rules:

(1)

Where the facts are clear, evidence strong, legal basis correct, procedures lawful and content proper, the review authority shall
maintain the administrative action.

(2)

Where the respondent fails to perform its statutory duty, the review authority shall make a decision that the respondent shall perform
its duty within certain time limit.

(3)

In one of the following circumstances, the review authority shall decide to cancel, change or confirm the action unlawful. Should
an administrative action be decided to cancel, change or confirmed unlawful, the review authority may order the respondent to take
a new administrative action within certain time limit:

(a)

The main facts are not clear, the evidence is not sufficient.

(b)

The legal basis is wrong.

(c)

The legal procedures are not followed.

(d)

The respondent steps over or abuses its power.

(e)

The specific administrative action is obviously inappropriate.

Should the review authority order the respondent to take a new administrative action, the respondent shall not take the same or similar
action based on the same facts and arguments. However, where the review authority decides to cancel the action as it is found to
be taken in a way violating the legal procedures, the respondent is not bound by the above provision when taking a new administrative
action.

(4)

Where the respondent fails to put forward a written reply, provide the basis, evidence and other relevant materials for the specific
administrative action in accordance with Article 37 of the Rules, the specific administrat

CIRCULAR OF MINISTRY OF FINANCETHE CUSTOMS GENERAL ADMINISTRATIONTHE STATE ADMINISTRATION OF TAXATION FOR PROVISIONS ON ISSUES CONCERNING TAX POLICY OF THE CUSTOMS AS REPRESENTATIVE LEVYING IMPORTS TAX ON IMPORTED GOODS

Ministry of Financethe General Administration of CustomsThe State Administration of Taxation

Circular of Ministry of Financethe Customs General AdministrationThe State Administration of Taxation for provisions on issues
concerning tax policy of the customs as representative levying imports tax on imported goods

No. 7 [2004] issued by Ministry of Financethe Customs General AdministrationThe State Administration of Taxation

March 16, 2004

Every province, autonomous region and municipality directly under the Central Government , every Office or bureau of Finance of the
city under direct planning by the state , State Taxation Administration, the branch customs administration in Guangdong , special
appointed office of General Administration of Customs in Tianjin , Shanghai and every customs directly under the General administration
of customs:

Provisions on issues concerning tax policy of the customs as representative levying imports tax on imported goods have been approved
by the State Council. It is issued to you now, and you shall act in accordance with it conscientiously.

Annex: provisions on issues concerning tax policy of the customs as representative levying imports tax on imported goods

Annex:provisions on issues concerning tax policy of the customs as representative levying imports tax on imported goods

The taxpayer pays funds equivalent to the deposit or offers other guarantees to the customs for the interim entry goods as followed
through approval of customs while entry shall not pay imports value-added tax and consumption tax temporarily, and shall return to
exit in six months from the date of entry; the customs can lengthen the term of returning to exit according to the stipulations of
General Administration of Customs:

(1)

The goods shown or used during the exhibition, fair, meeting and similar activity;

(2)

The articles used in performance, competition that used in communication activity of culture, sports.

(3)

The instrument, equipment and articles used in news report or making films, TV program.

(4)

The instrument, equipment and articles used in scientific research, teaching, medical activity;

(5)

The transports and special vehicles used in the listed activities of subparagraph 1 to subparagraph 4 of the article.

(6)

Samples

(7)

The instruments, implements used while installing, debugging, checking the equipment.

(8)

The containers of holding the goods;

(9)

Other goods used for non-commercial purpose.

If the aforesaid listed goods that have been approved for entry temporarily would not return to exit in designate term, the customs
shall levy imports value-added tax and consumption tax according to the law

Other entry goods approved temporarily apart from the aforesaid listed goods exempt for imports value-added tax and consumption tax
shall calculate and levy imports value-added tax and consumption tax respectively according to the forming taxing tariff of the goods
and the term proportion of detention in territory and depreciation of the goods.

By virtue of incompleteness, deficiency, bad quality or incompatible specification, the goods of same type that consignor , carrier
or insurance company compensate and replace free of charge shall not be levied imports value-added tax and consumption tax while
importing. If the original imported goods that were replaced free of charge without return to exit, the customs shall re-levy imports
value-added tax and consumption tax on the original imported goods according to the regulations.

A batch of goods fewer than 50 Yuan of amount of imports value-added tax are exempt from imports value-added tax, a batch of goods
fewer than 50 Yuan of amount of consumption tax are exempt from imports consumption tax.

The advertising products and samples without commercial value are exempt from imports value-added tax and consumption tax.

The goods and materials donated free of charge by foreign government and international organization are exempt from imports value-added
tax and consumption tax.

The loss of imported goods are exempt from imports value-added tax and consumption tax before the customs release; As for the loss
of imported goods before the customs release, it may confirm the tax payment price of customs duties and tariff in the formula of
imports value-added tax and consumption tax forming taxing tariff according to real value of imported goods after being damaged that
customs assert, and levy imports value- added tax and consumption tax in accordance with the law.

The necessary fuel, supplies and diet articles that transports load during the trip are exempt from imports value-added tax and consumption
tax.

The relevant laws and administrative statutes stipulate that the imported goods are allowed to reduce or exempt from the imports tax
levied by the customs as representative, the customs shall practice according to the regulations.

The provisions shall come into force as of January 1, 2004.

Ministry of Financethe General Administration of CustomsThe State Administration of Taxation
2004-03-16

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON ISSUES RELATING TO THE METHODS FOR SELECTING THE CHIEF EXECUTIVE OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION IN THE YEAR 2007 AND FOR FORMING THE LEGISLATIVE COUNCIL OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION IN THE YEAR 2008

Decision of the Standing Committee of the National People’s Congress on Issues Relating to the Methods for Selecting the Chief Executive of the Hong Kong Special Administrative Region in the Year 2007 and for Forming the Legislative Council of the Hong Kong Special Administrative Region in the Year 2008



	(Adopted at the 9th Meeting of the Standing Committee of the Tenth National People’s Congress on April 26, 2004) At its 9th Meeting, the Standing Committee of the Tenth National People’s Congress examined the Report on Whether There Is a Need to Amend the Methods for Selecting the Chief Executive of the Hong Kong Special Administrative Region in 2007 and for Forming the Legislative Council of the Hong Kong Special Administrative Region in 2008, submitted by Tung Chee-hwa, the Chief Executive of the Hong Kong Special Administrative Region, on April 15, 2004 and, before the meeting, had consulted deputies to the National People’s Congress and members of the National Committee of the Chinese People’s Political Consultative Conference from the Hong Kong Special Administrative Region, people from different sectors of Hong Kong, Hong Kong members of the Committee for the Basic Law of the Hong Kong Special Administrative Region under the Standing Committee of the National People’s Congress, and the Constitutional Development Task Force of the Government of the Hong Kong Special Administrative Region, and had, at the same time, sought the advice of the Hong Kong and Macao Affairs Office of the State Council. In the course of examination, the Standing Committee of the National People’s Congress paid full attention to the recent concerns of the Hong Kong community about the methods for selecting the Chief Executive and for forming the Legislative Council after the year 2007, including the views of some bodies and public figures that they wish to see the selection of the Chief Executive by universal suffrage in the year 2007 and the election of all the members of the Legislative Council by universal suffrage in the year 2008. The participants hold that the provisions in Articles 45 and 68 of the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (hereinafter referred to as the Basic Law of Hong Kong, in short) already expressly stipulate that the methods for selecting the Chief Executive and for forming the Legislative Council shall be prescribed in the light of the actual situation in the Hong Kong Special Administrative Region and in accordance with the principle of gradual and orderly progress, and that the ultimate aims are the selection of the Chief Executive by universal suffrage upon nomination by a broadly representative nominating committee in accordance with democratic procedures and the election of all the members of the Legislative Council by universal suffrage. The methods for selecting the Chief Executive of the Hong Kong Special Administrative Region and for forming the Legislative Council of the Hong Kong Special Administrative Region shall conform to the principles and provisions of the Basic Law of Hong Kong mentioned above. Any change relating to the methods for selecting the Chief Executive of the Hong Kong Special Administrative Region and for forming the Legislative Council of the Hong Kong Special Administrative Region shall conform to the principles that it is compatible with the social, economic and political development of Hong Kong and that it is conducive to the balanced participation of all strata, sectors and groups of the society, to the effective operation of the executive-led system, and to the maintenance of long-term prosperity and stability of Hong Kong. The participants hold that since the establishment of the Hong Kong Special Administrative Region, Hong Kong residents have enjoyed democratic rights that they had never had before. The first Chief Executive was elected by the Selection Committee, which was composed of 400 members. The second Chief Executive was elected by the Election Committee, which was composed of 800 members. Out of the 60 members of the Legislative Council, the number of members returned by geographical constituencies through direct elections has increased from 20 in the Legislative Council in the first term to 24 in the Legislative Council in the second term and will reach 30 in the Legislative Council in the third term to be formed in September this year. Hong Kong does not have a long history of practising democratic elections, and it is not seven years yet since Hong Kong residents exercised the democratic right to participate in the selection of the Chief Executive of the Special Administrative Region. Since the return of Hong Kong to the motherland, the number of members of the Legislative Council returned by geographical constituencies through direct elections has increased by a fairly wide margin. When the setup is such that half of the members are returned by geographical constituencies through direct elections and the other half by functional constituencies, the impact on the operation of the Hong Kong society as a whole, especially the impact on the executive-led system, remains to be tested through practice. Moreover, at present, different sectors of the Hong Kong society have considerable differences on how to determine the methods for selecting the Chief Executive and for forming the Legislative Council after the year 2007 and have not come to a broad consensus. Such being the case, the conditions do not yet exist for the selection of the Chief Executive by universal suffrage upon nomination by a broadly representative nominating committee in accordance with democratic procedures, as provided for in Article 45 of the Basic Law of Hong Kong, or for the election of all the members of the Legislative Council by universal suffrage, as provided for in Article 68 of the Basic Law of Hong Kong. In view of the above and pursuant to the relevant provisions of the Basic Law of Hong Kong and the Interpretation by the Standing Committee of the National People’s Congress of Annex I (7) and Annex II (III) to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, the Standing Committee of the National People’s Congress makes the following decision on the methods for selecting the Chief Executive of the Hong Kong Special Administrative Region in the year 2007 and for forming the Legislative Council of the Hong Kong Special Administrative Region in the year 2008: (1) The election of the third Chief Executive of the Hong Kong Special Administrative Region to be held in the year 2007 shall not be conducted by means of universal suffrage. The election of the Legislative Council of the Hong Kong Special Administrative Region in the fourth term in the year 2008 shall not be conducted by means of an election of all the members by universal suffrage, the ratio between the members returned by functional constituencies and the members returned by geographical constituencies through direct elections, who shall respectively occupy half of the seats, is to remain unchanged, and the procedures for voting on bills and motions in the Legislative Council are to remain unchanged. (2) On the premise that Decision (1) is not contravened, appropriate amendments that conform to the principle of gradual and orderly progress may be made to the specific method for selecting the third Chief Executive of the Hong Kong Special Administrative Region in the year 2007 and the specific method for forming the Legislative Council of the Hong Kong Special Administrative Region in the fourth term in the year 2008, in accordance with the provisions of Articles 45 and 68 of the Basic Law of Hong Kong and the provisions of Annex I (7) and Annex II (III) to the Basic Law of Hong Kong. The participants hold that developing democracy in the Hong Kong Special Administrative Region in the light of the actual situation and in a gradual and orderly manner according to the provisions of the Basic Law of Hong Kong has been the unswerving, consistent position of the Central Authorities. Along with the development and progress in all aspects of the Hong Kong society and through the joint endeavors of the Government of the Hong Kong Special Administrative Region and Hong Kong residents, the democratic system of the Hong Kong Special Administrative Region will certainly progress incessantly, and ultimately attain the aims of selecting the Chief Executive by universal suffrage upon nomination by a broadly representative nominating committee in accordance with democratic procedures and electing all the members of the Legislative Council by universal suffrage, as provided for in the Basic Law of Hong Kong.

FUNDS FOR INVESTMENT IN SECURITIES LAW

Law of the People’s Republic of China on Funds for Investment in Securities

(Adopted at the 5th Meeting of the Standing Committee of the Tenth National People’s Congress on October 28, 2003
and promulgated by Order No.9 of the President of the People’s Republic of China on October 28, 2003)

Contents

Chapter I General Provisions

Chapter II Fund Managers

Chapter III Fund Custodians

Chapter IV Raising of Capital

Chapter V Trading of Fund Units

Chapter VI Subscription and Redemption of Fund Units

Chapter VII Operation of Funds and Disclosure of Information

Chapter VIII Modification and Termination of a Fund Contract and Liquidation of Fund Assets

Chapter IX Rights of the Holders of Fund Units and Exercise of the Rights

Chapter X Supervision and Regulation

Chapter XI Legal Responsibility

Chapter XII Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted in order to regulate the activities in respect of investment of funds in securities, protect
the lawful rights and interests of investors and related parties, and promote the healthy development of investment of funds in securities
and the securities market.

Article 2 This Law is applicable to the raising of capital for investment in securities by openly selling fund units within
the territory of the People’s Republic of China (hereinafter referred to as funds, for short), which are managed by fund managers,
placed in the custody of fund custodians, and used, in the interest of the holders of fund units, for investment in securities in
the form of portfolio. With respect to matters which are not covered by the provisions of this Law, the provisions of the Trust Law
of the People’s Republic of China, the Securities Law of the People’s Republic of China and other relevant laws and administrative
regulations shall apply.

Article 3 The rights and obligations of fund managers, fund custodians and holders of fund units shall be agreed on in the
fund contracts concluded in accordance with this Law.

Fund managers and fund custodians shall perform their entrusted duties in accordance with this Law and the provisions of the fund
contracts. Holders of fund units shall share benefits and risks in proportion to the number of units they hold.

Article 4 In investment of funds in securities the principles of voluntariness, fairness, honesty and good faith shall be adhered
to, and the interests of the State and the public shall not be harmed.

Article 5 In a fund contract the mode of operation of the fund shall be specified. There may be closed-end funding, open-end
funding and other modes.

A fund that is operated in the closed-end mode (hereinafter referred to as closed-end fund, for short) means that during the term
of the fund contract the approved total sum of the fund units is fixed and shall remain unchanged and that the fund units may be
traded on any stock exchange established in accordance with law, but that the holders of the fund units shall not apply for redemption
of the units.

A fund that is operated in the open-end mode (hereinafter referred to as open-end fund, for short) means that the total sum of the
fund units is not fixed and that the units may be subscribed for or redeemed at the time and place prescribed in the fund contract.

The measures for selling, trading, subscribing for and redeeming the units of the funds that are operated in other modes shall be
formulated by the State Council separately.

Article 6 The assets of a fund shall be made independent of the assets owned by the fund manager or the fund custodian. The
fund manager and the fund custodian shall not include the assets of the fund in their own assets.

The property or returns obtained by fund managers or fund custodians through managing or using the fund assets or by other means
shall be included in the fund assets.

Where a fund manager or a fund custodian goes into liquidation as a result of being dissolved, or being closed down or declared bankrupt
according to law, or for other reasons, the assets of the fund shall not be deemed to be part of his assets for liquidation.

Article 7 The creditor’s rights of a fund shall not be used to offset the debts incurred by the fund manager’s or the fund
custodian’s own assets; and the creditor’s rights of one fund may not be used to offset the debts of another fund.

Article 8 No compulsory measures shall be taken against the assets of a fund where debts are not incurred because of the assets
of the fund themselves.

Article 9 In managing and using fund assets, fund managers and fund custodians shall conscientiously fulfill their duties and
perform their obligations to be honest, keep good faith, and be prudent and diligent.

Persons engaged in the fund business shall, in accordance with law, obtain professional qualifications in this field, abide by laws
and administrative regulations, and strictly observe professional ethics and the code of conduct.

Article 10 Fund managers, fund custodians and institutions selling fund units may establish trade associations in order to
maintain strict self-discipline and co-ordinate relationship in the trade, provide services for the trade and promote development
of the trade.

Article 11 The securities regulatory authority under the State Council shall, in accordance with law, regulate the activities
in respect of investment of funds in securities.

Chapter II

Fund Managers

Article 12 A fund manager shall be a fund management company established in accordance with law.

A fund manager shall be subject to examination and approval by the securities regulatory authority under the State Council.

Article 13 For establishment, a fund management company shall meet the following requirements and be subject to approval by
the securities regulatory authority under the State Council:

(l) it has articles of association which comply with the provisions of this Law and of the Company Law of the People’s Republic of
China;

(2) its registered capital is not less than RMB100 million yuan and is paid up in cash;

(3) the major shareholders have good managerial achievements to their credit and enjoy popular reputation in the securities business,
securities investment consultancy, the management of trust assets, or the management of other financial assets, have no law-breaking
record in the three preceding years, and have each a registered capital not less than 300 million yuan ;

(4) the number of staff who have obtained the professional qualifications for the fund business reaches the quorum;

(5) it has the business premises, security facilities and other facilities relating to the fund management business which satisfy
the relevant requirements;

(6) it has a perfect internal auditing and monitoring system and a perfect risk control system; and

(7) other requirements prescribed by laws and administrative regulations and requirements prescribed by the securities regulatory
authority under the State Council with the approval of the State Council.

Article 14 The securities regulatory authority under the State Council shall ,within six months counted from the date it accepts
an application for the establishment of a fund management company, examine the application in accordance with the requirements specified
in Article 13 of this Law and the principle of prudent regulation, make a decision on whether to approve or disapprove the application,
and notify the applicant accordingly; and if it disapproves the application, it shall explain the reasons why.

Where a fund management company intends to establish a branch, amend its articles of association, or make other vital changes, it
shall submit an application to the securities regulatory authority under the State Council for approval. The securities regulatory
authority under the State Council shall, within sixty days from the date it accepts the application, make a decision on whether to
approve or disapprove the application and notify the applicant accordingly; and if it disapproves the application, it shall explain
the reasons why.

Article 15 None of the following persons shall serve in the fund business under any fund manager:

(1) persons who have been subjected to criminal punishment for the crime of embezzlement, bribery, dereliction of duty or property
violation or for the crime of undermining the order of the socialist market economy;

(2) directors, supervisors, factory directors, managers and other senior managerial persons who, due to their mismanagement, are
personally responsible for the bankruptcy liquidation of the companies or enterprises for which he worked, or who, due to their violation
of law, are personally responsible for the revocation of the business licenses of the companies or enterprises for which they worked,
where no more than five years have elapsed since the date the bankruptcy liquidation of such companies or enterprises is completed
or the date the business licenses are revoked;

(3) persons who are encumbered with a relatively large amount of personal debts that are overdue;

(4) employees of fund managers, fund custodians, stock exchanges, securities companies, securities registration and settlement institutions,
futures exchanges, futures brokerage firms or other institutions and State functionaries, who have been dismissed because of illegal
conduct;

(5) lawyers, certified public accountants, employees of assets evaluation institutions and verification institutions and investment
consultancy professionals who have been disqualified or whose licenses have been revoked because of illegal conduct; and

(6) other persons who are prohibited from engaging in the fund business under relevant laws and administrative regulations.

Article 16 The managers and other senior managers of a fund manager shall be well-versed in laws and administrative regulations
concerning investment in securities and shall possess the qualifications for the fund business and have at least three years’ working
experience related to the positions they are holding.

Article 17 The appointment and replacement of a manager or other senior manager of a fund manager shall be reported to the
securities regulatory authority under the State Council for examination and approval in accordance with the qualifications for the
post as prescribed by this Law and other relevant laws and administrative regulations.

Article 18 The director, supervisor, manager or other employee of a fund manager shall not take up any post in a fund custodian
or another fund manager and shall not engage in any securities trading or other activities to the detriment of the fund assets or
the interests of the holders of fund units.

Article 19 A fund manager shall perform the following duties:

(l) raising capital in accordance with law; and selling, subscribing for, redeeming and registering fund units, or entrusting another
institution approved by the securities regulatory authority under the State Council to do the same on its behalf;

(2) completing procedures for the registration of funds;

(3) separately managing and keeping separate accounts of the assets of different funds under its management, and investing in securities;

(4) in accordance with the provisions in the fund contract, deciding on plans for distributing returns of the fund and distributing
the same among the holders of fund units promptly;

(5) auditing fund accounts and preparing financial and accounting reports of the fund;

(6) preparing interim and annual fund reports;

(7) calculating and announcing the net value of the fund assets and deciding on the subscription and redemption prices of fund units;

(8) handling matters of disclosure of information in relation to the management of fund assets;

(9) convening general meetings of the holders of fund units;

(10) maintaining records, account books, statements and other related materials concerning the management
of fund assets;

(11) exercising, in the name of the fund manager, the right of litigation or taking other legal actions on behalf of the holders
of fund units; and

(12) other duties prescribed by the securities regulatory authority under the State Council.

Article 20 A fund manager shall not commit the following acts:

(1) mixing its own assets or another person’s assets with the fund assets to invest in securities;

(2) unfairly treating the assets of different funds under its management;

(3) making use of fund assets to seek benefit for a third party other than the holders of fund units;

(4) in breach of relevant regulations, committing itself to make profits for the holders of fund units and bear their losses; and

(5) other acts prohibited by the securities regulatory authority under the State Council in accordance with the relevant laws and
administrative regulations.

Article 21 The securities regulatory authority under the State Council shall, on the strength of its authority, instruct the
fund manager to make rectification or disqualify it for the fund management if:

(1) it grossly violates laws or regulations;

(2) it ceases to meet the requirements specified in Article 13 of this Law; or

(3) it is found in other circumstances as prescribed by laws and administrative regulations.

Article 22 The duties of a fund manager shall be terminated if:

(1) it is disqualified for fund management according to law;

(2) it is discharged by the holders of fund units at a general meeting;

(3) it closes down in accordance with law or is dissolved or declared bankrupt according to law; or

(4) it is found in other circumstances as prescribed by the fund contract.

Article 23 Where the duties of a fund manager is terminated, a new fund manager shall, within six months, be selected and appointed
by the holders of fund units at a general meeting; and before the appointment of a new fund manager, the securities regulatory authority
under the State Council shall appoint a provisional fund manager.

Where the duties of a fund manager is terminated, the fund manager shall properly keep the materials regarding fund management and
shall complete the procedures for the transfer of fund management without delay, and the new or provisional fund manager shall likewise
take over fund management.

Article 24 Where the duties of a fund manager is terminated, a public accounting firm shall, in accordance with relevant regulations,
be appointed to audit the fund assets, and it shall announce the audit results and, at the same time, submit them to the securities
regulatory authority under the State Council for the record.

Chapter III

Fund Custodians

Article 25 A fund custodian shall be a commercial bank which has been established in accordance with law and has obtained the
qualifications for fund custody.

Article 26 To apply for fund custodian qualifications, the applicant shall meet the following requirements and shall be subject
to examination and approval by the securities regulatory authority under the State Council and the banking regulatory authority under
the State Council:

(1) its net assets and its capital adequacy ratio are in conformity with relevant regulations;

(2) it has a department specially established for fund custody;

(3) the number of staff who have obtained professional qualifications for the fund business reaches
the quorum;

(4) it meets the requirements for the safe custody of fund assets;

(5) it has a safe and efficient system for clearance and settlement;

(6) it has the business premises, security facilities and other facilities relating to the business of fund custody which satisfy
the relevant requirements;

(7) it has a perfect internal auditing and monitoring system and a perfect risk control system; and

(8) other requirements prescribed by laws and administrative regulations or prescribed by the securities regulatory authority under
the State Council or the banking regulatory authority under the State Council with the approval of the State Council.

Article 27 The provisions of Articles 15 and 18 of this Law shall be applicable to the employees of the department specially
established for fund custody under the fund custodian.

The provisions of Articles 16 and 17 of this Law shall be applicable to the manager and other senior managers of the specially established
fund custody department under the fund custodian.

Article 28 The fund custodian and the fund manager shall not be served by the same entity and they shall not make capital
contribution to each other or hold each other’s shares.

Article 29 A fund custodian shall perform the following duties:

(1) keeping safe custody of fund assets;

(2) establishing capital accounts and securities accounts for fund assets in accordance with relevant regulations;

(3) establishing separate accounts for the assets of different funds under its custody to ensure integrity and independence of the
fund assets;

(4) maintaining records, account books, statements and other related materials concerning
the business of fund custody;

(5) handling clearance and settlement matters without delay in accordance with the provisions in the fund contract and the investment
instructions of the fund manager;

(6) handling matters of disclosure of information in relation to the business of fund custody;

(7) presenting comments and suggestions on financial and accounting reports of the fund and interim and annual reports of the fund;

(8) verifying and reviewing the net value of fund assets and the subscription and redemption prices of the fund units calculated
by the fund manager;

(9) convening general meetings of the holders of fund units in accordance with relevant regulations;

(10) supervising the investment operation of the fund manager in accordance with relevant regulations; and

(11) other duties prescribed by the securities regulatory authority under the State Council.

Article 30 Where a fund custodian discovers that the investment instructions given by a fund manager contravene laws, administrative
regulations or other relevant regulations or the provisions in the fund contract, it shall refuse to carry them out, immediately
notify the fund manager of the matter and report to the securities regulatory authority under the State Council without delay.

Where a fund custodian discovers that the investment instructions given by a fund manager, which are already effective according
to the procedures of trading, contravene laws, administrative regulations or other relevant regulations or the provisions in the
fund contract, it shall immediately notify the fund manager of the fact and report to the securities regulatory authority under the
State Council without delay.

Article 31 The provisions of Article 20 of this Law shall be applicable to fund custodians.

Article 32 The securities regulatory authority under the State Council and the banking regulatory authority under the State
Council shall, on the strength of their functions and powers, instruct the fund custodian to make rectification or disqualify it
for fund custody if:

(1) it grossly violates any law or regulation;

(2) it ceases to meet the requirements prescribed by Article 26 of this Law; or

(3) it is found in other circumstances as prescribed by relevant laws and administrative regulations.

Article 33 The duties of a fund custodian shall be terminated if:

(1) it is disqualified for fund custody according to law;

(2) it is discharged by the holders of fund units at a general meeting;

(3) it closes down according to law or is dissolved or declared bankrupt according to law; or

(4) it is found in other circumstances as prescribed by the fund contract.

Article 34 Where the duties of a fund custodian is terminated, a new fund custodian shall, within six months, be selected
and appointed by the holders of fund units at a general meeting; and before a new fund custodian is selected, the securities regulatory
authority under the State Council shall appoint a provisional fund custodian.

Where the duties of a fund custodian is terminated, the fund custodian shall properly keep the fund assets and materials regarding
fund custody and shall complete the procedures for the transfer of the fund assets and fund custody without delay, and the new or
provisional fund custodian shall likewise take over the fund assets and fund custody.

Article 35 Where the duties of a fund custodian is terminated, a public accounting firm shall, in accordance with relevant
regulations, be appointed to audit the fund assets, and the audit results shall be announced and, at the same time, submitted to
the securities regulatory authority under the State Council for the record.

Chapter IV

Raising of Capital

Article 36 To sell fund units for capital raising in accordance with this Law, a fund manager shall submit the following documents
to the securities regulatory authority under the State Council and shall be subject to approval by the said authority:

(l) an application report;

(2) a draft fund contract;

(3) a draft fund custodian agreement;

(4) a draft prospectus;

(5) documents certifying the qualifications of the fund manager and the fund custodian;

(6) the financial and accounting reports of the fund manager and the fund custodian for the three preceding years or for the period
since their establishment, which have been audited by a public accounting firm;

(7) the legal opinion produced by a law firm; and

(8) other documents prescribed by the securities regulatory authority under the State Council.

Article 37 A fund contract shall include the following information:

(1) the purpose and name of the fund for which capital is to be raised;

(2) the names and addresses of the fund manager and the fund custodian;

(3) the mode of operation of the fund;

(4) the total sum of the units of a closed-end fund and the term of the fund contract, or the minimum amount of capital to be raised
for an open-end fund;

(5) the principles for determining the date of sale and the price of the fund units and the fees;

(6) the rights and obligations of the holders of fund units, the fund manager and the fund custodian;

(7) the procedures and rules for the convening of general meetings of the holders of fund units, for discussion of business and for
voting;

(8) the procedures, time and place of the sale, trading, subscription and redemption of fund units, the ways for calculation
of fees, and the time and ways for payment of redemption monies;

(9) the principles for distribution of fund returns and the means of implementation;

(10) the charging of management fees and custodian fees by the fund manager and the fund custodian as their remuneration and the
means of payment and the percentage of such fees;

(11) the charging of other fees relating to the management and use of the fund assets and the means of payment of such fees;

(12) the objectives of investment with the fund assets and restrictions on such investment;

(13) the ways for calculation of the net value of the fund assets and for announcement of the net value;

(14) the ways for resolution of the situation where the capital raised fails to reach the statutory amount;

(15) circumstances giving rise to the revocation and termination of the fund contract and the procedures for the revocation and termination,
and the ways for liquidation of fund assets;

(16) mechanism for resolution of disputes; and

(17) other matters agreed upon by the parties.

Article 38 The prospectus of a fund shall include the following information:

(1) the name of the document approving the application for capital raising and the date of approval;

(2) basic facts of the fund manager and the fund custodian;

(3) a summary of the contents of the fund contract and of the fund custodian agreement;

(4) the date, the price, the fees and the period for the sale of fund units;

(5) the mode of sale of fund units and the names of the institutions which sell the fund units and of the registration authority;

(6) the names and addresses of the law firm which produces the legal opinion and the public accounting firm which audits the fund
assets;

(7) the charging of remuneration and other related fees by the fund manager and the fund custodian, and the means of payment and
the percentage of such remuneration and fees;

(8) risk warning statements; and

(9) other information specified by the securities regulatory authority of the State Council.

Article 39 The securities regulatory authority under the State Council shall, within six months from the date it accepts an
application for capital raising, examine the application in accordance with relevant laws and administrative regulations and the
regulations prescribed by the securities regulatory authority under the State Council as well as the principle of prudent regulation,
and decide whether to approve or disapprove the application and notify the applicant of its decision accordingly; and if it disapproves
the application, it shall explain the reasons why.

Article 40 The units of a fund may only be sold after the application for capital raising has been approved.

Article 41 The fund manager shall be responsible for the sale of fund units; and it may entrust another institution approved
by the securities regulatory authority under the State Council to sell the same on its behalf.

Article 42 The fund manager shall arrange for the prospectus, the fund contract and other relevant documents to be published
three days prior to the sale of the fund units.

The documents specified in the preceding paragraph shall be truthful, accurate and complete.

The promotion in connection with the capital raising shall be conducted in compliance with relevant laws and administrative regulations,
and no acts specified in Article 64 of this Law shall be committed.

Article 43 The fund manager shall, within six months from the date it receives the approval document, raise capital.
If it begins to do so after the elapse of the six-month period and there is no substantive change in the matters that have been approved,
it shall report the fact to the securities regulatory authority under the State Council for the record. If there are substantive
changes, it shall submit a new application to the securities regulatory authority under the State Council.

Capital raising shall not exceed the period approved by the securities regulatory authority under the State Council. The period for
the raising of capital of a fund shall be counted from the date the fund units begin to be sold.

Article 44 If, at the expiration of the period for capital raising, the total sum of the fund units sold for a closed-end fund
is more than 80 percent of the approved amount of the fund or the total sum of the fund units sold for an open-end fund exceeds the
minimum amount of the capital approved to be raised, and in each case the number of holders of the fund units tallies with the number
specified by the securities regulatory authority under the State Council, the fund manager shall, within 10 days from the date the
period for the capital raising expires, appoint a statutory capital verification institution to verify the capital raised and, within
10 days from the date it receives the report on capital verification, it shall submit the report to the securities regulatory authority
under the State Council, complete the procedures for registration of the fund and make an announcement thereof.

Article 45 The capital raised during the period of capital raising shall be deposited into a special account, and before completion
of capital raising, no person may make use of the capital.

Article 46 A fund contract shall be established upon the payment of the subscription monies for the fund units by investors;
the fund contract shall become effective once the fund manager, in accordance with the provisions of Article 44 of this Law, completes
the procedures for registration of the fund with the securities regulatory authority under the State Council.

Where, at the expiration of the period for capital raising, the fund manager fails to fulfill the requirements specified in Article
44 of this Law, it shall bear the following responsibilities:

(1) to repay, with its own assets, the liabilities and expenses incurred in capital raising; and

(2) to refund, within 30 days after the expiration of the period for capital raising, the subscription monies already paid by investors,
plus the interest on bank deposit for the same period.

Chapter V

Trading of Fund Units

Article 47 The units of a closed-end fund may be listed for trading on a stock exchange after the fund manager submits an application
and obtains approval by the securities regulatory authority under the State Council.

The securities regulatory authority under the State Council may authorise a stock exchange to approve, in accordance with the statutory
conditions and procedures, the listing of fund units for exchange on the stock exchange.

Article 48 T

ANNOUNCEMENT OF THE MINISTRY OF COMMERCE

Ministry of Commerce

Announcement of the Ministry of Commerce

[2004] No. 38

August 3rd, 2004

Ministry of Commerce issued an announcement on December 17, 2003 according to Anti-dumping Regulations of the People’s Republic of
China, starting an anti-dumping investigation on imported Hydrazine hydrate originated in Japan, ROK, USA and France.

Ministry of Commerce made original arbitration according to the investigation that dumping of the imported Hydrazine hydrate originated
in above countries exists, Hydrazine hydrate industry in China has been injured and there is a causal relationship between dumping
and the injury.

In accordance with Article 28 and 29 of Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce decided
to take temporary anti-dumping measures by levying cash deposit. As of August 3, 2004, the import dealers should pay cash deposit
to General Administration of Customs of the People’s Republic of China when they import the investigated product originated in above
countries.

The tariff number of the investigated product is 28251010 in Customs Import-Export Tariffs 2003 and 2004.

The rate of cash deposit levied from each company is as follows:

Japanese Companies:108%

The companies of ROK

KOC Co., Ltd.: 28%

All others: 35%

The companies of USA: 184%

The companies of France

ATOFINA S.A.: 118%

All others: 120%

The interested parties may submit written comments with enclosed related evidence to the Ministry of Commerce within 20 days as of
the day when the announcement is issued. Ministry of Commerce will consider it according to laws.

Ministry of Commerce
2004-08-03

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

OPINIONS OF THE MINISTRY OF COMMERCE CONCERNING RELEVANT ISSUES ON THE APPLICATION FOR EXTENSION FILED BY FOREIGN-CAPITAL ENTERPRISES

MEASURES FOR THE ADMINISTRATION OF AUCTIONS

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION CONCERNING EXTENDING VALUE-ADDED TAX CREDIT SCOPE OF ENTERPRISES ENGAGED IN MILITARY PRODUCTS AND HIGH-TECH PRODUCTS IN NORTHEAST REGION

REGULATION ON WORK SAFETY LICENSES

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE CONSUMPTION TAX RATE OF IMPORTED CIGARETTES

RULES FOR TAXATION ADMINISTRATIVE REVIEW (INTERIM)

CIRCULAR OF MINISTRY OF FINANCETHE CUSTOMS GENERAL ADMINISTRATIONTHE STATE ADMINISTRATION OF TAXATION FOR PROVISIONS ON ISSUES CONCERNING TAX POLICY OF THE CUSTOMS AS REPRESENTATIVE LEVYING IMPORTS TAX ON IMPORTED GOODS

FUNDS FOR INVESTMENT IN SECURITIES LAW

ANNOUNCEMENT OF THE MINISTRY OF COMMERCE

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