TITLE I. FUNDAMENTAL PRINCIPLES – 1988 Constitution

TITLE I. FUNDAMENTAL PRINCIPLES

Article 1. The Federative Republic of Brazil, formed by the indissoluble union of the states and municipalities and of the Federal District, is a legal democratic state and is founded on:

1. sovereignty;
2. citizenship;
3. the dignity of the human person;
4. the social values of labour and of the free enterprise;
5. political pluralism.

Sole paragraph – All power emanates from the people, who exercise it by means of elected representatives or directly, as provided by this Constitution.

Article 2. The Legislative, the Executive and the Judicial, independent and harmonious among themselves, are the powers of the Union.

Article 3. The fundamental objectives of the Federative Republic of Brazil are:

1. to build a free, just and solidary society;
2. to guarantee national development;
3. to eradicate poverty and substandard living conditions and to reduce social and regional inequalities;
4. to promote the well-being of all, without prejudice as to origin, race, sex, colour, age and any other forms of discrimination.

Article 4. The international relations of the Federative Republic of Brazil are governed by the following principles:

1. national independence;
2. prevalence of human rights;
3. self-determination of the peoples;
4. non-intervention;
5. equality among the states;
6. defense of peace;
7. peaceful settlement of conflicts;
8. repudiation of terrorism and racism;
9. cooperation among peoples for the progress of mankind;
10. granting of political asylum.

Sole paragraph – The Federative Republic of Brazil shall seek the economic, political, social and cultural integration of the peoples of Latin America, viewing the formation of a Latin-American community of nations.

1988 Constitution, with 1996 reforms – PREAMBLE

PREAMBLE

We the representatives of the Brazilian People, convened in the National Constituent Assembly to institute a democratic state for the purpose of ensuring the exercise of social and individual rights, liberty, security, well-being, development, equality and justice as supreme values of a fraternal, pluralist and unprejudiced society, founded on social harmony and committed, in the internal and international orders, to the peaceful settlement of disputes, promulgate, under the protection of God, this CONSTITUTION OF THE FEDERATIVE REPUBLIC OF BRAZIL.

NOTICE OF CHINA SECURITIES REGULATORY COMMISSION ON THE RELEVANT ISSUES CONCERNING THE REGULATION OF ACTS OF TRANSFERRING ACTUAL CONTROLLING RIGHTS OF LISTED COMPANIES

2004010720040107China Securities Regulatory Commissionepdf/e03335.pdfIlisted companies, controlling rights, acts of transferring, share right trusteeship, company trusteeshipe03335Notice of China Securities Regulatory Commission on the Relevant Issues concerning the Regulation of Acts of Transferring Actual Controlling
Rights of Listed CompaniesZhengJianGongSiZi [2004] No.1January 7, 2004All the listed companies:Since the promulgation of the Regulations on the Takeover of Listed Companies (hereinafter referred to as the “Takeover Regulations”),
the corporate control market for listed companies has developed further, and the takeover of listed companies is more transparent
and standardizing, which has accelerated the innovation of the merger and acquisition (M&A) market. Because the transfer of the
actual controlling right of listed companies concerns the sound management, sustainable development and the rights and interests
of the wide minority shareholders, touches the normal order of the securities market, the Takeover Regulations have prescribed that
the controlling shareholders (including other actual controlling parties) and purchasers shall have the fiduciary duty to listed
companies and other shareholders, and are prohibited from impairing the legal rights and interests of the company being taken over
and other shareholders through the takeover of listed companies.But recently, the controlling shareholders of some listed companies have transferred the voting rights of the shares they hold in
advance to purchasers in the name of “share right trusteeship” or “company trusteeship” through concluding share transfer agreements
with the purchasers or by other means violating legal procedures, which leads to the purchasers’ actual control of the listed companies
through controlling the voting rights of relevant shares before they become the shareholders of the listed companies. Under such
circumstances, the controlling shareholders do not perform their duties of a controlling shareholder, and the purchasers are in actual
control of the listed companies but do not bear the responsibility of a controlling shareholder, as a result, the management of listed
companies is in an terribly uncertain state, and that provides conveniences for purchasers to willfully infringe upon the rights
and interests of listed companies and other shareholders. Such acts have violated the relevant provisions of the Company Law, the
Takeover Regulations and the Guidelines for the Governance of Listed Companies on the takeover of listed companies.With a view to further regulating the act of transfer of actual controlling right of a listed company, safeguarding the rights and
interests of the listed companies and minority investors, and maintaining the normal order of the securities market, we hereby make
the following notice on the relevant issues:I.The transfer of controlling right of a listed company shall be made normatively according to the relevant provisions of the Takeover
Regulations, and since the date of the promulgation of this Notice, no controlling shareholder of a listed company may transfer the
controlling right of the company in disguised form by way of so called “share right trusteeship” or “company trusteeship” and any
other means violating legal procedures and evading legal obligations.II.In case the takeover of a listed company is made by agreement, the controlling shareholders and the purchasers shall stipulate clearly
in the takeover agreement the rights and duties of the two parties during the transition period after concluding the takeover agreement
and before transferring the relevant shares, and shall take effective measures to ensure the sound transition of the management of
the listed company during the period of transferring the controlling right.During the transition period, the controlling shareholders or purchasers may not impair the rights and interests of the listed company
and the minority shareholders thereof by the takeover act, and they shall also observe the following provisions:1.The controlling shareholders and the purchasers shall keep the independence of the listed company strictly according to the requirements
of the Guidelines for Governance of Listed Company, and improve the corporate governance. Before the transfer of the relevant shares,
the controlling shareholders shall seriously perform their duties of a controlling shareholder, and the purchasers shall seriously
perform the fiduciary duties to the company being taken over and other shareholders according to the provisions of the “Takeover
Regulations”.2.During the transition period, the purchasers are prohibited from re-electing the board of directors of the listed company upon the
suggestion of the controlling shareholders in principle; in case there are sufficient reasons to re-elect the board of directors,
the directors from the purchasers shall not exceed one third of the members of the board of directors.3.During the transition period, the controlling shareholders and the purchasers shall ensure that the ordinary production and management
of the listed company not be influenced. No purchasers may pledge the share right of the listed company. The listed company is prohibited
from financing again, or conducting acts of major purchase, selling assets or great investment, unless there are otherwise circumstances
under which the purchasers have to save the listed company facing serious financial difficulties.4.The listed company and its controlling shareholders, purchasers shall strictly observe the provisions of the Notice on Some Issues
concerning Regulating the Funds between Listed Companies and Associated Parties and Regulating the Listed Companies’ Provision of
Guaranty to Other Parties (No.56 [2003] of China Securities Regulatory Commission). The listed company is prohibited from providing
guaranty to purchasers and the associated parties, and the purchasers and the associated parties are prohibited from impropriating
the capital and assets of the listed company.5.After completing the takeover act, the purchasers shall make self-examination, specifying the adjustment of assets, personnel, businesses
and management of the listed company, and the normative operation of the company during the transition period, and whether there
are circumstances of impairing the interests of the listed company such as providing guaranty or loans to the purchasers and the
associated parties, etc. by the listed company.The board of directors of a listed company shall issue opinions expressly on the self-examination report of the purchasers, and engage
a certified accountant firm, which has the qualifications of practicing securities business, or financial counselors to make special
examination on the business status of the listed company during the transition period, and issue opinions on the comparison of the
outstanding achievements of the company before and after the transfer of actual controlling right, whether the purchasers have failed
to pay off the debts owed to the company, or failed to rescind the guaranty provided by the company or other circumstances of impairing
the interests of the company; in case of any of the above-mentioned circumstances, the board of directors of the listed company shall
take effective measures to protect the interests of the listed company.The self-examination report of the purchasers and the opinions of the board of directors shall be publicized and submitted to the
detached offices of China Securities Regulatory Commission at the place where the listed company is located.III.Where any act of transfer of the actual controlling right of a listed company by the controlling shareholders in violation of legal
procedures occurs before the promulgation of this Notice, it shall be corrected within 6 months after the promulgation of this Notice.
If the takeover of the listed company is to be carried on continually by agreement, it shall be regulated in accordance with the
provisions of Article 2 of this Notice. If the board of directors has been re-elected, the directors of the listed company shall
earnestly perform their fiduciary duties, and handle the relevant proposals cautiously. And all the proposals of the board of directors
shall be regarded as special proposals and approved by over one third of the directors, and the independent directors shall issue
their opinions separately.Where a purchaser fails to reveal the Report on the Takeover of Listed Companies in accordance with the provisions of Takeover Regulations,
it shall make supplementary information disclosure within 2 months after the promulgation of this Notice, and elaborate on the purpose
of the takeover, the adjustment of the purchasers on the assets, businesses and personnel of the listed company, the follow-up plan,
and the handling of the formalities for share rights transfer, etc..After making correction or regulation according to the provisions of the present Notice, the purchasers and the board of directors
of the company taken over shall issue self-examination report and the check-up opinions by referring to the provisions of item (5),
Article 2 of this Notice, and submit them to the detached offices of China Securities Regulatory Commission at the place where the
listed company is located and publish them.IV.Where the acts of transferring the actual controlling right of a listed company by the controlling shareholders violate legal procedures,
which have occurred before the promulgation of the present Notice, and which the controlling shareholders of the listed company and
the purchasers fail to rectify or regulate according to the present Notice, China Securities Regulatory Commission shall order them
to rectify pursuant to the Takeover Regulations and the relevant provisions of Document No.56 (2003) of China Securities Regulatory
Commission.V.The provisions of the present Notice shall be applicable to the companies other than those which entrust the state-owned assets management
entities to manage the state-owned share rights of a listed company due to the authorized management implemented by the department
of state-owned assets management.VI.The present Notice shall enter into force as of the date of its promulgation.

China Securities Regulatory Commission
2004-01-07

NOTICE ON RELEVANT ISSUES CONCERNING APPLICATION PROCEDURES FOR TRANSFER OF STATE-OWNED SHARES OF LISTED COMPANIES TO FOREIGN INVESTORS AND ENTERPRISES WITH FOREIGN INVESTMENT

The ministry of commerce, the General Office of the State-owned Assets Supervision and Administration Commission

Notice on Relevant Issues Concerning Application Procedures for Transfer of State-owned Shares of Listed Companies to Foreign Investors
and Enterprises with Foreign Investment

ShangZiZi [2004] No. 1

January 21st, 2004

The foreign trade and economic commissions or offices or bureaus, commerce offices or bureaus and state-owned assets supervision and
administration commissions of all provinces, autonomous regions, municipalities directly under the Central Government, and cities
directly under state planning:

With a view to introducing foreign advanced management experiences, technology and capital, accelerating the steps for adjustment
of economic structure, improving on the corporate governance structure of listed companies, protecting the legal rights and interests
of investors, and promoting the healthy development of the securities market, as well as regulating the acts of foreign investors
and enterprises with foreign investment for their entry into the securities market, we hereby issue the following Notice on the relevant
issues concerning the application procedures for transfer of the state-owned shares of listed companies held by non-financial enterprises
to foreign investors and enterprises with foreign investment in accordance with the “Interim Provisions on Merger of Domestic Enterprises
by Foreign Investors” promulgated by the former Ministry of Foreign Trade and Economic Cooperation (MOFTEC), the State Administration
of Taxation, State Administration for Industry and Commerce, and State Administration on Foreign Exchange Control, and the Announcement
No. 25 of the Ministry of Commerce, Ministry of Finance, State-owned Assets Supervision and Administration Commission of the State
Council, and China Securities Regulatory Commission in 2003:

Where a non-financial enterprise transfers the state-owned shares it holds to foreign investors and enterprises with foreign investment,
if the non-financial enterprise is a local enterprise, the state-owned shareholders shall file an application to the State-owned
Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC) through the state-owned
assets supervision and administration departments at the provincial level, and meanwhile send a copy to the Ministry of Commerce;
if it is a central enterprise, the parent company (the competent department in charge of the enterprise in case the enterprise does
not separate from the relevant administrative department) of the central enterprise shall file an application to the SASAC, and send
a copy to the Ministry of Commerce at the same time.

II.

After receiving the relevant application, the SASAC shall ask the Ministry of Commerce for its opinions by letter of the department
or bureau of the SASAC. And the Ministry of Commerce shall then propose opinions on whether the transfer of the state-owned shares
of listed companies, which are held by the non-financial enterprise, to the foreign investors and enterprises with foreign investment
is in conformity with the policy of attracting foreign investment, and reply by letter of the departmental or bureau level of the
Ministry of Commerce.

III.

The SASAC shall, after receiving the opinions of approval of the Ministry of Commerce, handle the examination formalities for transfer
of the state-owned shares of listed companies, which are held by non-financial enterprises, to foreign investors and enterprises
with foreign investment.

IV.

After the application for transfer of state-owned shares has been approved by the SASAC, the listed companies shall draw up the relevant
legal documents in accordance with the relevant provisions, and in pursuance of prescribed procedures, go through formalities for
approving the transfer of shares to foreign investors and enterprises with foreign investment and formalities for approving the alteration
of the articles of association of the listed companies to the Ministry of Commerce, who shall then give written reply after making
examination in accordance with the relevant provisions on foreign investment, and send a copy to the SASAC, State Administration
for Industry and Commerce, and China Securities Regulatory Commission, and other relevant departments.

The ministry of commerce, the General Office of the State-owned Assets Supervision and Administration Commission
2004-01-21

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE REGULATION OF FOREIGN EXCHANGE CONTROL OVER NON-RESIDENT INDIVIDUALS

State Administration of Taxation

Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning the Regulation of Foreign Exchange Control over
Non-resident Individuals

HuiFa [2004] No. 6

February 16, 2004

The branches and departments of foreign exchange administration of the State Administration of Foreign Exchange (SAFE) of the provinces,
autonomous regions, and municipalities directly under the Central Government, the branches of Shenzhen, Dalian, Qingdao, Xiamen and
Ningbo; and the designated foreign exchange banks:

With the increase of activities of China with foreign countries, the scale of the foreign exchange business of non-resident individuals
has also been increasing. In order to regulate the acts of non-resident individuals of foreign exchange collection and payment, foreign
exchange settlement, and foreign exchange purchase, the relevant issues concerning the foreign exchange administration of non-resident
individuals are notified as follows in accordance with the Regulation of the People’s Republic of China on Foreign Exchange Administration
and other relevant provisions on foreign exchange administration:

The term “non-resident individuals” refers to foreign natural persons (including stateless persons), Hong Kong, Macao, and Taiwan
compatriots, and the Chinese natural persons who hold Chinese passports but who have already obtained the right of permanent residence
overseas.

Non-resident individuals shall follow the present Notice and other relevant provisions when handling foreign exchange collection and
payment, foreign exchange transfer, foreign exchange settlement, foreign exchange purchase, and the opening of foreign exchange account
in China.

Banks shall follow the present Notice and other relevant provisions when handling the business of non-resident individuals of foreign
exchange collection and payment, foreign exchange transfer, foreign exchange settlement, foreign exchange purchase, and the opening
of foreign exchange account.

Regulation on the inflow of foreign exchange of non-resident individuals

With respect to the foreign exchange remitted or foreign exchange cash carried by non-resident individuals into China from overseas,
the non-resident individuals may hold the sums by themselves or deposit them with the bank, draw foreign exchange cash or make foreign
exchange settlement.

Where non-resident individuals open foreign exchange accounts with the banks within China, they shall abide by the principle of using
true name when opening bank account.

Where a non-resident individual opens a foreign exchange remittance account with foreign exchange capital instruments or bank notices
remitted from overseas, he/she shall open the account with the original of his/her true identity certificate (including foreign passport,
and the original certificate of overseas permanent residence, etc., hereinafter referred to as the true identity certificate).

Where a non-resident individual opens the foreign exchange cash account by taking with him/her foreign exchange cash, and the amount
deposited per day per person is less than 5,000 US dollars or the equivalent (including 5,000 US dollars or the equivalent, hereinafter
the same), he/she shall open the account on the strength of his/her true identity certificate; where the amount deposited per day
per person is more than 5,000 US dollars or the equivalent, the individual shall open the account on the strength of his/her true
identity certificate, the original declaration form for carrying foreign exchange cash into China of that individual (hereinafter
referred to as the declaration form), or the original bank form for withdrawal of foreign exchange cash of the original bank. The
bank shall indicate the amount and the time of deposit and the name of the deposit bank on the originals of the declaration form
and the bank form for withdrawal of foreign exchange cash, and shall return those originals to the non-resident individual.

A non-resident individual shall open a spot exchange account for the foreign exchange capital remitted from overseas, and shall open
a foreign exchange cash account for the foreign exchange cash carried into China from overseas.

Where a non-resident individual collects foreign exchange remitted from overseas or draws foreign exchange cash from his/her foreign
exchange account in China, he/she shall handle the transaction with the bank on the strength of his/her true identity certificate.
Where the amount deposited per day per person is more than 10,000 US dollars or the equivalent, the individual shall, apart from
providing his/her true identity certificate, faithfully fill in the Form of Foreign Exchange Income and Expenditure of Non-resident
Individuals (see the attachment, hereinafter the same). The bank shall carefully check the contents filled in by the non-resident
individual against the materials supplied by that individual.

When handling foreign exchange settlement, a non-resident individual shall faithfully explain to the bank the usage of the foreign
exchange to be settled, and fill in the Form of Foreign Exchange Income and Expenditure of Non-resident Individuals. The bank shall
carefully check the contents filled in by the non-resident individual against the materials supplied by that individual.

Where a non-resident individual settles foreign exchange in his/her foreign exchange account, and if the amount settled per day per
person is less than 10,000 US dollars or the equivalent, he/she shall handle the transaction directly at the bank; if the accumulated
settled amount per person per month exceeds 50,000 US dollars or the equivalent, the individual shall file an application with the
local foreign exchange administration, and handle the transaction at the bank after the foreign exchange administration examines
and confirms that the usage is in compliance with the provisions (such usages shall include trade settlement, purchase of real properties,
as well as durable goods such as automobiles for personal use, etc.). With respect to direct settlement of foreign exchange remitted
from overseas, the individual shall, apart from handling pursuant to the abovementioned provisions, provide his/her true identity
certificate to the bank or the foreign exchange administration.

Where a non-resident individual settles the foreign exchange cash he/she holds, and the amount to be settled per person each time
is less than 5,000 US dollars or the equivalent, he/she shall handle the transaction on the strength of his/her true identity certificate;
where the amount settled per person each time is more than 5,000 US dollars or the equivalent, he/she shall handle the transaction
on the strength of his/her true identity certificate, the original declaration form, or the original bank form for withdrawal of
foreign exchange cash of the original bank. The bank shall indicate on the original declaration form and the original bank form for
withdrawal of foreign exchange cash the amount settled, the time of settlement, and the bank of settlement, and shall return those
originals to the non-resident individual.

Where a non-resident individual makes transfer of foreign exchange capital in China, he/she shall faithfully explain to the bank the
usage of the capital transferred, and fill in the Form of Foreign Exchange Income and Expenditure of Non-resident Individuals. The
bank shall, on the basis of careful check of the contents filled in by the non-resident individual against the materials supplied
by the non-resident individual, handle the capital transfer only between the foreign exchange accounts of the same nature of that
individual.

Regulation of the administration on the outflow of foreign exchange from non-resident individuals

Where a non-resident individual needs to remit to overseas the deposit in his/her foreign exchange remittance account and foreign
exchange cash account, he/she shall handle the transaction directly at the bank, and fill in the Form of Foreign Exchange Income
and Expenditure of Non-resident Individuals. The bank shall carefully check the contents filled in by the non-resident individual
against the materials supplied by that individual.

Where a non-resident individual needs to remit to overseas the foreign exchange cash he/she holds, and the amount remitted is less
than 5,000 US dollars or the equivalent, he/she shall handle the transaction at the bank on the strength of his/her true identity
certificate; where the amount remitted is more than 5,000 US dollars or the equivalent, he/she shall handle the transaction on the
strength of his/her true identity certificate and the declaration form. The bank shall indicate on the original declaration form
of the non-resident individual the amount remitted out, the date of remittance, and the name of the remitting bank, and shall return
the original to the non-resident individual.

Where a non-resident individual purchases foreign exchange for remitting out his/her legitimate income in RMB, or converts into foreign
exchange the RMB remained upon his/her exit of China, he/she may follow the existing provisions on the transaction.

A non-resident individual may entrust others to handle the abovementioned transactions for him/her within China. Where any other person
is entrusted, the written certificate of entrustment, the original identity certificate of the person entrusted and the photocopy
thereof, and the various certifications as prescribed in the above provisions shall be provided.

When handling foreign exchange business of non-resident individuals, the bank shall distinguish such business from that of resident
individuals, and shall make notations for distinction.

After finishing the foreign exchange business of non-resident individuals, the foreign exchange administration or bank shall keep
for five years for reference the photocopies of the identity certificates of the non-resident individual and the person entrusted
thereby, the photocopy of the bank form for foreign currency withdrawal, and the Form of Foreign Exchange Income and Expenditure
of Non-resident Individuals, as well as the photocopies of other certifications.

Where non-resident individuals carry foreign exchange cash out of China, the relevant provisions in the Interim Measures for the Administration
of Carrying of Foreign Exchange Cash into and out of China shall be strictly abided by.

10.

The foreign exchange income and expenditure occurring under the capital account for trading of B shares etc of non-resident individuals
shall be governed by the existing relevant provisions of the SAFE.

11.

Where collections and payments involving foreign elements are transacted through banks within China, international balance statistics
reports shall be made in accordance with the relevant provisions of the Measures for International Balance Statistics Report, and
the Notice of the State Administration of Foreign Exchange on the Relevant Issues concerning the Strengthening of Statistics Monitoring
of B Shares and other Cross-border Capital Flows (No.72 [2001] of SAFE).

12.

When handling the foreign exchange business of non-resident individuals, the banks shall report the relevant transaction information
in accordance with the relevant provisions in the Measures for the Administration of Report of Large-amount and Doubtful Transactions
of Foreign Exchange Capital by Financial Institutions.

13.

The banks shall handle the foreign exchange business of non-resident individuals in accordance with the present Notice, and subject
themselves to the supervision and inspection of foreign exchange administrations.

14.

The local foreign exchange administrations shall, in accordance with the provisions hereof and in conjunction with the relevant financial
regulatory departments, strengthen the supervision and inspection of the foreign exchange business of non-resident individuals. The
foreign exchange administrations may punish any party that violates the provisions hereof in accordance with the Regulation of the
People’s Republic of China on Foreign Exchange Administration and other relevant provisions.

15.

The present Notice shall come into force as of March 1st, 2004. Where any previous relevant provisions conflict with the provisions
hereof, the latter shall prevail.

The branches of SAFE shall, after receiving this Notice, transmit it to the sub-branches, foreign-funded banks, and urban commercial
banks under their respective jurisdictions as soon as possible. The Chinese-funded designated foreign exchange banks shall transmit
it to their branches as soon as possible. In case of any problem encountered in the implementation, please feedback it to SAFE in
good time.

Attachment: Form of Foreign Exchange Income and Expenditure of Non-resident Individuals (omitted)

State Administration of Taxation
2004-02-16

THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

The Constitution of the People’s Republic of China

(Adopted at the Fifth Session of the Fifth National People’s Congress on December 4, 1982 and promulgated by the National People’s
Congress on December 4, 1982 , According to the amendments to the Constitution of the People’s Republic of China adapted at the first
session of the seventh National People’s Congress on April 12, 1988, the amendments to the Constitution of the People’s Republic
of China adapted at the first session of the eighth National People’s Congress on march 29, 1993, the amendments to the Constitution
of the People’s Republic of China adapted at the second session of the ninth National People’s Congress on march 15, 1999, the amendments
to the Constitution of the People’s Republic of China adapted at the second session of the eighth National People’s Congress on march
14, 2004)

Contents
Preamble

Chapter I General Principle

Chapter II The Fundmental Rights and Duties of Citizens

Chapter III The Structure of the State

Section 1 The National people’s Congress

Section 2 The President of the People’s Republic of China

Section 3 The State Council

Section 4 The Central Millitary Commision

Section 5 The Local People’s Congress and Local People’s Governments at Various Levels

Section 6 The Organs of Self-government of National Autonomous Areas

Section 7 The People’s Courts and The People’s Procuratorates Chapter IV The National Flag, the National Anthem, the National Emblem
and the Capital
Preamble

China is a country with one of the longest histories in the world. The people of all of China’s nationalities have jointly created
a culture of grandeur and have a glorious revolutionary tradition.

After 1840, feudal China was gradually turned into a semi-colonial and semi-feudal country. The Chinese people waged many successive
heroic struggles for national independence and liberation and for democracy and freedom.

Great and earthshaking historical changes have taken place in China in the 20th century.

The Revolution of 1911, led by Dr. Sun Yat-sen, abolished the feudal monarchy and gave birth to the Republic of China. But the historic
mission of the Chinese people to overthrow imperialism and feudalism remained unaccomplished.

After waging protracted and arduous struggles, armed and otherwise, along a zigzag course, the Chinese people of all nationalities
led by the Communist Party of China with Chairman Mao Zedong as its leader ultimately,in 1949, overthrew the rule of imperialism,feudalism
and bureaucrat-capitalism, won a great victory in the New-Democratic Revolution and founded the People’s Republic of China. Since
then the Chinese people have taken control of state power and become masters of the country.

After the founding of the People’s Republic,China gradually achieved its transition from a New-Democratic to a socialist society.
The socialist transformation of the private ownership of the means of production has been completed, the system of exploitation of
man by man abolished and the socialist system established. The people’s democratic dictatorship led by the working class and based
on the alliance of workers and peasants, which is in essence the dictatorship of the proletariat, has been consolidated and developed.
The Chinese people and the Chinese People’s Liberation Army have defeated imperialist and hegemonist aggression, sabotage and armed
provocations and have thereby safeguarded China’s national independence and security and strengthened its national defence. Major
successes have been achieved in economic development. An independent and relatively comprehensive socialist system of industry has
basically been established. There has been a marked increase in agricultural production. Significant advances have been made in educational,
scientific and cultural undertakings, while education in socialist ideology has produced noteworthy results. The life of the people
has improved considerably.

Both the victory in China’s New-Democratic Revolution and the successes in its socialist cause have been achieved by the Chinese people
of all nationalities, under the leadership of the Communist Party of China and guidance of Marxism-Leninism and Mao Zedong Thought,
by upholding truth, correcting errors and surmounting numerous difficulties and hardships. China will be in the primary stage of
socialism for a long time to come. The basic task of the nation is to concentrate its effort on socialist modernization along the
socialist road with Chinese characteristics. Under the leadership of the Communist Party of China and the guidance of Marxism-Leninism,
Mao Zedong Thought, Deng Xiaoping Theory and the important thought of ‘Three Represents’, the Chinese people of all nationalities
will continue to adhere to the people’s democratic dictatorship and the socialist road, persevere in reform and opening to the outside
world, steadily improve various socialist institutions, develop the socialist market economy, develop socialist democracy, improve
the socialist legal system and work hard and self-dependently to modernize the country’s industry, agriculture, national defense
and science and technology step by step, and to promote the coordinated development of material civilization, political civilization
and spiritual civilization to build China into a socialist country that is prosperous, powerful, democratic and culturally advanced.

The exploiting classes as such have been abolished in our country. However, class struggle will continue to exist within certain bounds
for a long time to come. The Chinese people must fight against those forces and elements, both at home and abroad, that are hostile
to China’s socialist system and try to undermine it.

Taiwan is part of the sacred territory of the People’s Republic of China. It is the inviolable duty of all Chinese people, including
our compatriots in Taiwan, to accomplish the great task of reunifying the motherland.

In building socialism it is essential to rely on workers, peasants and intellectuals and to unite all forces that can be united. In
the long years of revolution and construction, there has been formed under the leadership of the Communist Party of China a broad
patriotic united front that is composed of democratic parties and people’s organizations, embracing all socialist working people,
builders of the socialist cause, all patriots who support socialism and all patriots who stand for reunification of the motherland.
This united front will continue to be consolidated and developed. The Chinese People’s Political Consultative Conference, a broadly
based representative organization of the united front which has played a significant historical role, will play a still more important
role in the country’s political and social life, in promoting friendship with other countries and in the struggle for socialist modernization
and for the reunification and unity of the country. The system of the multi- party cooperation and political consultation led by
the Communist Party of CHina will exist and develop for a long time.

The People’s Republic of China is a unitary multi-national state created jointly by the people of all its nationalities. Socialist
relations of equality, unity and mutual assistance have been established among the nationalities and will continue to be strengthened.
In the struggle to safeguard the unity of the nationalities, it is necessary to combat big-nation chauvinism, mainly Han chauvinism,
and to combat local national chauvinism. The state will do its utmost to promote the common prosperity of all the nationalities.

China’s achievements in revolution and construction are inseparable from the support of the people of the world. The future of China
is closely linked to the future of the world. China consistently carries out an independent foreign policy and adheres to the five
principles of mutual respect for sovereignty and territorial integrity, mutual non-aggression, non-interference in each other’s internal
affairs, equality and mutual benefit, and peaceful coexistence in developing diplomatic relations and economic and cultural exchanges
with other countries. China consistently opposes imperialism, hegemonism and colonialism, works to strengthen unity with the people
of other countries, supports the oppressed nations and the developing countries in their just struggle to win and preserve national
independence and develop their national economies, and strives to safeguard world peace and promote the cause of human progress.
This Constitution, in legal form, affirms the achievements of the struggles of the Chinese peopl

e of all nationalities and defines the basic system and basic tasks of the state; it is the fundamental law of the state and has
supreme legal authority. The people of all nationalities, all state organs, the armed forces, all political parties and public organizations
and all enterprises and institutions in the country must take the Constitution as the basic standard of conduct, and they have the
duty to uphold the dignity of the Constitution and ensure its implementation.
Chapter I General Principle

Article 1

The People’s Republic of China is a socialist state under the people’s democratic dictatorship led by the working class and based
on the alliance of workers and peasants.

The socialist system is the basic system of the People’s Republic of China. Disruption of the socialist system by any organization
or individual is prohibited.

Article 2

All power in the People’s Republic of China belongs to the people.

The National People’s Congress and the local people’s congresses at various levels are the organs through which the people exercise
state power.

The people administer state affairs and manage economic, cultural and social affairs through various channels and in various ways
in accordance with the law.

Article 3

The state organs of the People’s Republic of China apply the principle of democratic centralism.

The National People’s Congress and the local people’s congresses at various levels are constituted through democratic elections. They
are responsible to the people and subject to their supervision.

All administrative, judicial and procuratorial organs of the state are created by the people’s congresses to which they are responsible
and by which they are supervised.

The division of functions and powers between the central and local state organs is guided by the principle of giving full scope to
the initiative and enthusiasm of the local authorities under the unified leadership of the central authorities.

Article 4

All nationalities in the People’s Republic of China are equal. The state protects the lawful rights and interests of the minority
nationalities and upholds and develops a relationship of equality, unity and mutual assistance among all of China’s nationalities.
Discrimination against and oppression of any nationality are prohibited; any act which undermines the unity of the nationalities
or instigates division is prohibited.

The state assists areas inhabited by minority nationalities in accelerating their economic and cultural development according to the
characteristics and needs of the various minority nationalities.

Regional autonomy is practiced in areas where people of minority nationalities live in concentrated communities; in these areas organs
of self-government are established to exercise the power of autonomy. All national autonomous areas are integral parts of the People’s
Republic of China.

All nationalities have the freedom to use and develop their own spoken and written languages and to preserve or reform their own folkways
and customs.

Article 5

The state upholds the uniformity and dignity of the socialist legal system.

No laws or administrative or local rules and regulations may contravene the Constitution.

All state organs, the armed forces, all political parties and public organizations and all enterprises and institutions must abide
by the Constitution and the law. All acts in violation of the Constitution or the law must be investigated.

No organization or individual is privileged to be beyond the Constitution or the law.

Article 6

The basis of the socialist economic system of the People’s Republic of China is socialist public ownership of the means of production,
namely, ownership by the whole people and collective ownership by the working people.

The system of socialist public ownership supersedes the system of exploitation of man by man; it applies the principle of ” from each
according to his ability, to each according to his work.”

Article 7

The state-owned economy, namely, the socialist economy under ownership by the whole people, is the leading force in the national
economy. The state ensures the consolidation and growth of the state-owned economy.

Article 8

In rural areas the responsibility system, the main form of which is household contract that links remuneration to output, and other
forms of cooperative economy, such as producers’, supply and marketing, credit and consumers cooperatives, belong to the sector of
socialist economy under collective ownership by the working people. Working people who are members of rural economic collectives
have the right, within the limits prescribed by law, to farm plots of cropland and hilly land allotted for their private use, engage
in household sideline production and raise privately-owned livestock.

The various forms of cooperative economy in the cities and towns, such as those in the handicraft, industrial, building, transport,
commercial and service trades, all belong to the sector of socialist economy under collective ownership by the working people.

The state protects the lawful rights and interests of the urban and rural economic collectives and encourages, guides and helps the
growth of the collective economy.

Article 9

All mineral resources, waters, forests, mountains, grasslands, unreclaimed land, beaches and other natural resources are owned by
the state, that is, by the whole people, with the exception of the forests, mountains, grasslands, unreclaimed land and beaches that
are owned by collectives in accordance with the law.

The state ensures the rational use of natural resources and protects rare animals and plants. Appropriation or damaging of natural
resources by any organization or individual by whatever means is prohibited.

Article 10

Land in the cities is owned by the state.

Land in the rural and suburban areas is owned by collectives except for those portions which belong to the state in accordance with
the law; house sites and privately farmed plots of cropland and hilly land are also owned by collectives.

The state may, for the public interest, expropriate or take over land for public use, and pay compensation in accordance with the
law.

No organization or individual may appropriate, buy, sell or otherwise engage in the transfer of land by unlawful means. The rights
to the use of land may be transferred according to law.

All organizations and individuals using land must ensure its rational use.

Article 11

The individual economy of urban and rural working people, operating within the limits prescribed by law, is a complement to the socialist
public economy. The state protects the lawful rights and interests of the individual economy.

The state protects the lawful rights and interests of the non-public sectors of the economy, including individual and private sectors
of the economy. The state encourages, supports and guides the development of the non-public sectors of the economy, and exercises
supervision and control over the non-public sectors according to law.

The state permits the private sector of the economy to exist and develop within the limits prescribed by law. The private sector of
the economy is a complement to the socialist public economy. The state protects the lawful rights and interests of the private sector
of the economy, and exercises guidance, supervision and control over the private sector of the economy.

Article 12

Socialist public property is inviolable.

The state protects socialist public property. Appropriation or damaging of state or collective property by any organization or individual
by whatever means is prohibited.

Article 13

The lawful private property of citizens may not be encroached upon.

The state protects by law the right of citizens to own private property and the right to inherit private property.

The state may, for the public interest, expropriate or take over private property of citizens for public use, and pay compensation
in accordance with the law.

The state protects according to law the right of citizens to inherit private property.

Article 14

The state continuously raises labour productivity, improves economic results and develops the productive forces by enhancing the
enthusiasm of the working people, raising the level of their technical skill, disseminating advanced science and technology, improving
the systems of economic administration and enterprise operation and management, instituting the socialist system of responsibility
in various forms and improving the organization of work.

The state practises strict economy and combats waste.

The state properly apportions accumulation and consumption, concerns itself with the interests of the collective and the individual
as well as of the state and, on the basis of expanded production, gradually improves the material and cultural life of the people.

The state establishes and improves the social security system fitting in with the level of economic development.

Article 15

The state practises socialist market economy.

The state strengthens economic legislation, improves macro-regulation and control.

The state prohibits in accordance with the law any organization or individual from disturbing the socia-economic order.

Article 16

State-owned enterprises have decision-making power with regard to their operation within the limits prescribed by law.

State-owned enterprises practise democratic management through congresses of workers and staff and in other ways in accordance with
the law.

Article 17

Collective economic organizations have decision- making power in conducting independent economic activities, on condition that they
abide by the relevant laws.

Collective economic organizations practise democratic management in accordance with the law, elect or remove their managerial personnel
and decides on major issues concerning operation and management.

Article 18

The People’s Republic of China permits foreign enterprises, other foreign economic organizations and individual foreigners to invest
in China and to enter into various forms of economic cooperation with Chinese enterprises and other Chinese economic organizations
in accordance with the law of the People’s Republic of China.

All foreign enterprises, other foreign economic organizations as well as Chinese-foreign joint ventures within Chinese territory shall
abide by the law of the People’s Republic of China. Their lawful rights and interests are protected by the law of the People’s Republic
of China.

Article 19

The state undertakes the development of socialist education and works to raise the scientific and cultural level of the whole nation.

The state establishes and administers schools of various types, universalizes compulsory primary education and promotes secondary,
vocational and higher education as well as preschool education.

The state develops educational facilities in order to eliminate illiteracy and provide political, scientific, technical and professional
education as well as general education for workers, peasants, state functionaries and other working people. It encourages people
to become educated through independent study.

The state encourages the collective economic organizations, state enterprises and institutions and other sectors of society to establish
educational institutions of various types in accordance with the law.

The state promotes the nationwide use of Putonghua (common speech based on Beijing pronunciation).

Article 20

The state promotes the development of the natural and social sciences, disseminates knowledge of science and technology, and commends
and rewards achievements in scientific research as well as technological innovations and inventions.

Article 21

The state develops medical and health services, promotes modern medicine and traditional Chinese medicine, encourages and supports
the setting up of various medical and health facilities by the rural economic collectives, state enterprises and institutions and
neighborhood organizations, and promotes health and sanitation activities of a mass character, all for the protection of the people’s
health.

The state develops physical culture and promotes mass sports activities to improve the people’s physical fitness.

Article 22

The state promotes the development of art and literature, the press, radio and television broadcasting, publishing and distribution
services, libraries, museums, cultural centres and other cultural undertakings that serve the people and socialism, and it sponsors
mass cultural activities.

The state protects sites of scenic and historical interest, valuable cultural monuments and relics and other significant items of
China’s historical and cultural heritage.

Article 23

The state trains specialized personnel in all fields who serve socialism, expands the ranks of intellectuals and creates conditions
to give full scope to their role in socialist modernization.

Article 24

The state strengthens the building of a socialist society with an advanced culture and ideology by promoting education in high ideals,
ethics, general knowledge, discipline and legality, and by promoting the formulation and observance of rules of conduct and common
pledges by various sections of the people in urban and rural areas.

The state advocates the civic virtues of love of the motherland, of the people, of labour, of science and of socialism. It conducts
education among the people in patriotism and collectivism, in internationalism and communism and in dialectical and historical materialism,
to combat capitalist, feudal and other decadent ideas.

Article 25

The state promotes family planning so that population growth may fit the plans for economic and social development.

Article 26

The state protects and improves the environment in which people live and the ecological environment. It prevents and controls pollution
and other public hazards.

The state organizes and encourages afforestation and the protection of forests.

Article 27

All state organs carry out the principle of simple and efficient administration, the system of responsibility for work and the system
of training functionaries and appraising their performance in order constantly to improve the quality of work and efficiency and
combat bureaucratism.

All state organs and functionaries must rely on the support of the people, keep in close touch with them, heed their opinions and
suggestions, accept their supervision and do their best to serve them.

Article 28

The state maintains public order and suppresses treasonable and other counter-revolutionary activities; it penalizes criminal activities
that endanger public security and disrupt the socialist economy as well as other criminal activities; and it punishes and reforms
criminals.

Article 29

The armed forces of the People’s Republic of China belong to the people. Their tasks are to strengthen national defence, resist aggression,
defend the motherland, safeguard the people’s peaceful labour, participate in national reconstruction and do their best to serve
the people.

The state strengthens the revolutionization, modernization and regularization of the armed forces in order to increase national defence
capability.

Article 30

The administrative division of the People’s Republic of China is as follows:

(1)

The country is divided into provinces, autonomous regions and municipalities directly under the Central Government;

(2)

Provinces and autonomous regions are divided into autonomous prefectures, counties, autonomous counties, and cities;

(3)

Counties and autonomous counties are divided into townships, nationality townships, and towns.

Municipalities directly under the Central Government and other large cities are divided into districts and counties. Autonomous prefectures
are divided into counties, autonomous counties, and cities.

All autonomous regions, autonomous prefectures and autonomous counties are national autonomous areas.

Article 31

The state may establish special administrative regions when necessary. The systems to be instituted in special administrative regions
shall be prescribed by law enacted by the National People’s Congress in the light of specific conditions.

Article 32

The People’s Republic of China protects the lawful rights and interests of foreigners within Chinese territory; foreigners on Chinese
territory must abide by the laws of the People’s Republic of China.

The People’s Republic of China may grant asylum to foreigners who request it for political reasons.

Chapter II The Fundmental Rights and Duties of Citizens

Article 33

All persons holding the nationality of the People’s Republic of China are citizens of the People’s Republic of China.

All citizens of the People’s Republic of China are equal before the law.

The state respects and protects human rights.

Every citizen is enpost_titled to the rights and at the same time must perform the duties prescribed by the Constitution and the law.

Article 34

All citizens of the People’s Republic of China who have reached the age of 18 have the right to vote and stand for election, regardless
of ethnic status, race, sex, occupation, family background, religious belief, education, property status or length of residence,
except persons deprived of political rights according to law.

Article 35

Citizens of the People’s Republic of China enjoy freedom of speech, of the press, of assembly, of association, of procession and
of demonstration.

Article 36

Citizens of the People’s Republic of China enjoy freedom of religious belief.

No state organ, public organization or individual may compel citizens to believe in, or not to believe in, any religion; nor may they
discriminate against citizens who believe in, or do not believe in, any religion.

The state protects normal religious activities. No one may make use of religion to engage in activities that disrupt public order,
impair the health of citizens or interfere with the educational system of the state.

Religious bodies and religious affairs are not subject to any foreign domination.

Article 37

Freedom of the person of citizens of the People’s Republic of China is inviolable.

No citizen may be arrested except with the approval or by decision of a people’s procuratorate or by decision of a people’s court,
and arrests must be made by a public security organ.

Unlawful detention or deprivation or restriction of citizens freedom of the person by other means is prohibited, and unlawful search
of the person of citizens is prohibited.

Article 38

The personal dignity of citizens of the People’s Republic of China is inviolable. Insult, libel, false accusation or false incrimination
directed against citizens by any means is prohibited.

Article 39

The residences of citizens of the People’s Republic of China are inviolable. Unlawful search of, or intrusion into, a citizen’s residence
is prohibited.

Article 40

Freedom and privacy of correspondence of citizens of the People’s Republic of China are protected by law. No organization or individual
may, on any ground, infringe upon citizens freedom and privacy of correspondence, except in cases where, to meet the needs of state
security or of criminal investigation, public security or procuratorial organs are permitted to censor correspondence in accordance
with procedures prescribed by law.

Article 41

Citizens of the People’s Republic of China have the right to criticize and make suggestions regarding any state organ or functionary.
Citizens have the right to make to relevant state organs complaints or charges against, or exposures of, any state organ or functionary
for violation of the law or dereliction of duty; but fabrication or distortion of facts for purposes of libel or false incrimination
is prohibited.

The state organ concerned must deal with complaints, charges or exposures made by citizens in a responsible manner after ascertaining
the facts. No one may suppress such complaints, charges and exposures or retaliate against the citizens making them.

Citizens who have suffered losses as a result of infringement of their civic rights by any state organ or functionary have the right
to compensation in accordance with the law.

Article 42

Citizens of the People’s Republic of China have the right as well as the duty to work.

Through various channels, the state creates conditions for employment, enhances occupational safety and health, improves working conditions
and, on the basis of expanded production, increases remuneration for work and welfare benefits.

Work is a matter of honour for every citizen who is able to work. All working people in state-owned enterprises and in urban and rural
economic collectives should approach their work as the masters of the country that they are. The state promotes socialist labour
emulation, and commends and rewards model and advanced workers. The state encourages citizens to take part in voluntary labour.

The state provides necessary vocational training for citizens before they are employed.

Article 43

Working people in the People’s Republic of China have the right to rest.

The state expands facilities for the rest and recuperation of the working people and prescribes working hours and vacations for workers
and staff.

Article 44

The state applies the system of retirement for workers and staff of enterprises and institutions and for functionaries of organs
of state according to law. The livelihood of retired personnel is ensured by the state and society.

Article 45

Citizens of the People’s Republic of China have the right to material assistance from the state and society when they are old, ill
or disabled. The state develops social insurance, social relief and medical and health services that are required for citizens to
enjoy this right.

The state and society ensure the livelihood of disabled members of the armed forces, provide pensions to the families of martyrs and
give preferential treatment to the families of military personnel.

The state and society help make arrangements for the work, livelihood and education of the blind, deaf-mutes and other handicapped
citizens.

Article 46

Citizens of the People’s Republic of China have the duty as well as the right to receive education.

The state promotes the all-round development of children and young people, morally, intellectually and physically.

Article 47

Citizens of the People’s Republic of China have the freedom to engage in scientific research, literary and artistic creation and
other cultural pursuits. The state encourages and assists creative endeavours conducive to the interests of the people that are made
by citizens engaged in education, science, technology, literature, art and other cultural work.

Article 48

Women in the People’s Republic of China enjoy equal

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

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

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

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

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

Desiring to intensify the cooperation of both States on the basis of equality and mutual benefits;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement.

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

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

The term “investor” means.

(a)

In respect of the Republic of Latvia;

i)”natural person” means a citizen or non-citizen in accordance with the laws and regulations of the Republic of Latvia;

ii)”legal person” means any legal entity such as company, corporation, firm, partnership, business association, institution or organization,
incorporated or constituted in accordance with the laws and regulations of the Republic of Latvia and having its registered office
within the jurisdiction of the Republic of Latvia, whether or not for profit and whether its liabilities are limited or not.

(b)

In respect of the People’s of Republic of China:

i)natural persons who have nationality of the People’s of Republic of China in accordance with the laws of the People’s of Republic
of China;

ii)legal entities, including companies, associations, partnerships and other organizations, incorporated or constituted under the
laws and regulations of the People’s of Republic of China and have their registered offices in the People’s of Republic of China.

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

Article 2

PROMOTION AND PROTECTION OF INVESTMENT

Each Contracting Party shall encourage investors of the other Contracting Party to make investments in its territory and admit such
investments in accordance with its laws and regulations.

Investments of the investors of either Contracting Party shall enjoy the constant protection and security in the territory of the
other Contracting Party.

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

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

Article 3

TREATMENT OF INVESTMENT

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

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

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

Each Contracting Party shall accord to investments and activities associated with such investments by the investors of the other Contracting
Party treatment, which is the most favorable of those stipulated in paragraph 2 and paragraph 3 of this Article.

The provisions of Paragraphs 3 of this Article shall not be construed so as to oblige one Contracting Party to extend to the investors
of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of:

(a)

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

(b)

any international agreement or arrangement relating wholly or mainly to taxation;

(c)

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

Article 4

EXPROPRIATION

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

(a)

for the public interests;

(b)

under domestic legal procedure;

(c)

without discrimination;

(d)

against compensation

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

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

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

Article 6

TRANSFERS

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

(a)

profits, dividends, interests and other legitimate income;

(b)

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

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties in relation to the matters in Paragraph 1 (d) of Article 1 ;

(e)

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

(f)

payments in connection with contracting projects

(g)

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

Such transfers shall be affected without delay.

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

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

Article 7

SUBROGATION

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

(a)

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

(b)

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

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

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

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

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

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

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

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

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

Article 9

SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRACTING PARTY

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

If the dispute cannot be settled through negotiations within six months from the date it has been raised by either party to the dispute,
it shall be submitted by the choice of the investor:

(a)

to the competent court of the Contracting Party that is a party to the dispute;

(b)

Once the investor has submitted the dispute to the competent court of the Contracting Party concerned or to the ICSID, the choice
of one of the two procedures shall be final. However, an investor who has submitted the dispute to a national court may nevertheless
have recourse to the arbitral tribunal mentioned in paragraph (b) of this Article, if the investor has withdrawn his case from national
court according to the procedural laws of that Contracting Party before judgment has been delivered on the subject matter.

The arbitration award shall be based on the law of the Contracting Party to the dispute including its rules on the conflict of laws,
the provisions of this Agreement as well as the universally accepted principles of international law.

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

Article 10

TRANSPARENCY

Each Contracting Party shall promptly publish, or otherwise make publicly available, its laws, regulations, procedures and administrative
rulings and judicial decisions of general application as well as international agreements which may affect the investment of investors
of the other Contracting Party in the territory of the former Contracting Party.

Nothing in this Agreement shall require a Contracting Party to furnish or allow access to any confidential or proprietary information
concerning particular investors or investments, the disclosure of which would impede law enforcement or be contrary to its laws protecting
confidentiality or prejudice legitimate commercial interests of particular investors.

Article 11

OTHER OBLIGATIONS

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

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

Article 12

APPLICATION

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

Article 13

CONSULTATIONS

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

(a)

reviewing the implementation of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

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

Article 14

ENTRY INTO FORCE, DURATION AND TERMINATION

This Agreement shall enter into force on the first day of the following month after the date on which both Contracting Parties have
notified each other in writing that their respective internal legal procedures necessary therefore have been fulfilled and remain
in force for a period of ten years.

This Agreement shall continue to be in force unless either Contracting Party has given a written notice to the other Contracting Party
to terminate this Agreement one year before the expiration of the initial ten year period or at any time thereafter.

With respect to investments made prior to the date of termination of this Agreement, the provisions of Article 1 to 13 shall continue
to be effective for a further period of ten years from such date of termination.

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

In Witness Whereof undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate at Beijing on April 15, 2004 in the Chinese, Latvian and English languages, all texts being equally authentic. In
case of divergent interpretation, the English text shall prevail.

For the Government ofFor the Government of

The People’s Republic of China The Republic of Latvia

PROTOCOL TO AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF LATVIA ON THE
PROMOTION AND PROTECTION OF INVESTMENTS

On the signing of the Agreement between the Government of the People’s Republic of China and the Government of the Republic of Latvia
on the Promotion and Protection of Investments, the undersigned representatives have agreed on the following provisions which constitute
an integral part of the Agreement:

Ad Article 1

The People’s Republic of China takes note of the statement of the Republic of Latvia that the term “non-citizen” referred to in Article
1 , paragraph 2(a)(i), means a person who, in accordance with the Law on Status of Those Former U.S.S.R. Citizens Who Do not Have
Citizenship of Latvia or That of any Other State, has a right to a non-citizen passport issued by the Republic of Latvia.

Ad Article 9

The Republic of Latvia takes note of the statement that the People’s Republic of China requires that the investor concerned exhausts
the domestic administrative review procedure specified by the laws and regulations of the People’s Republic of China, before submission
of the dispute to ICSID under Article 9 , paragraph 2. The People’s Republic of China declares that such a procedure will take a
maximum period of three months.

For the Government ofFor the Government of

The People’s Republic of ChinaThe Republic of Latvia

The Government of the People’s Republic of China
2004-04-15

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

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

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

Desiring to strengthen their economic cooperation by creating favourable conditions for investments by investors of one Contracting
Party in the territory of the other Contracting Party;

Recognising that the encouragement and reciprocal protection of such investments will be conducive to the stimulation of business
initiative and will increase prosperity of both Contracting States;

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

Have agreed as follows:

Article 1

Definitions

For the purpose of this Agreement:

The term “investment” means every kind of property, such as goods, rights and interests of whatever nature, and in particularly though
not exclusively, includes:

(a)

tangible, intangible, movable and immovable properly as well as any other right in rem such as mortgages, liens, usufructs, pledges
and similar rights;

(b)

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

(c)

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

(d)

intellectual and industrial property rights such as copyrights, patents, trademarks, industrial models and mockups, technical processes,
know-how, trade names and goodwill, and any other similar rights;

(e)

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

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

The term “investor” means

(a)

natural persons who have nationality of either Contracting Party in accordance with the laws of that Contracting Party;

(b)

legal entities, including company, association, partnership and other organization, incorporated or constituted under the laws and
regulations of either Contracting Party and have their headquarters in that Contracting Party.

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

For the purposes of this Agreement, the term “territory” means respectively:

-for the People’s Republic of China, the territory of the People’s Republic of China, including the territorial sea and air space
above it, as well as any area beyond its territorial sea within which the People’s Republic of China has sovereign rights of exploration
for and exploitation of resources of the seabed and its sub-soil and superjacent water resources in accordance with Chinese Law and
international law;

-for Uganda, the Republic of Uganda.

Article 2

Promotion and protection of investments

Each Contracting Party shall encourage and promote investors of the other Contracting Party to make investments in its territory and
admit such investments in accordance with its laws and regulations.

The investments made by investors of one contracting party shall enjoy full and complete protection and safety in the territory of
the other Contracting Party.

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

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

Article 3

Treatment of Investment

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

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

This treatment shall not include the privileges granted by one Contracting Party to nationals or companies of a third Sate by virtue
of its participation or association in a free trade zone, customs union, common market or any other form of regional economic organization.

The provisions of this Agreement shall not apply to matters of taxation in the territory of either Contracting Party. Such matters
shall be governed by the Double Taxation Treaty between the two Contracting Parties and the domestic laws of each Contracting Party.

Article 4

Expropriation

Neither Contracting Party shall take any measures of expropriation or nationalization or any other measures having the effect of dispossession,
direct or indirect, of investors of the other Contracting Party of their investments in territory, except for the public interest,
without discrimination and against compensation.

Any measures of dispossession which might be taken shall give rise to prompt compensation, the amount of which shall be equivalent
to the real value of the investments immediately before the expropriation is taken or the impending expropriation becomes public
knowledge, whichever is earlier.

The said compensation shall be set not later than the date of dispossession. The compensation shall include interest at a normal commercial
rate from the date of expropriation until the date of payment. The compensation shall also be made without delay, be effectively
realizable and freely transferable.

Article 5

Indemnification

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war, a
state of national emergency, insurrection, riot or other similar events in the territory of the latter Contracting Party, shall be
accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation and other settlements,
which is no less favorable than that granted to its own nationals or companies or to those of the most favored nation.

Article 6

Subrogation

(a)

(b)

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

Article 7

Transfers

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

(a)

profits, dividends, interests and other legitimate income;

(b)

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

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties in relation to the matters in Paragraph 1 (d) of Article 1 ;

(e)

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

(f)

payments in connection with contracting projects;

(g)

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

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

In case of a serious balance of payments difficulties and external financial difficulties or the threat thereof, each contracting
party may temporarily restrict transfers, provided that this restriction: i) shall be promptly notified to the other party; ii) shall
be consistent with the articles of agreement with the International Monetary Fund; iii) shall be within an agreed period; iv) would
be imposed in an equitable, non discriminatory and in good faith basis.

A Contracting Party may require that, prior to the transfer of payments, formalities arising from the relevant laws and regulations
are fulfilled by the investors, provided that those shall not be used to frustrate the purpose of paragraph 1 of this article.

Article 8

Settlement of disputes between an investor and a Contracting Party

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

If the dispute cannot be settled through negotiations within six months from the date it has been raised by either party to the dispute,
it shall be submitted by the choice of the investor:

(a)

to the competent court of the Contracting Party that is a party to the dispute;

(b)

to International Center for Settlement of Investment Disputes (ICSID) under the Convention on the Settlement of Disputes between States
and Nationals of Other States, done at Washington on March 18, 1965, provided that the Contracting Party involved in the dispute
may require the investor concerned to go through the domestic administrative review procedures specified by the laws and regulations
of that Contracting Party before the submission to the ICSID.

Once the investor has submitted the dispute to the competent court of the Contracting Party concerned or to the ICSID, the choice
of one of the two procedures shall be final.

The arbitration award shall be based on the law of the Contracting Party to the dispute including its rules on the conflict of laws
the provisions of this Agreement as well as the universally accepted principles of international law.

The arbitration award shall be final and binding upon both parties to the dispute. Both Contracting Parties shall commit themselves
to the enforcement of the award. Each party to the dispute shall bear the costs of its appointed arbitrator and of its representation
in arbitral proceedings. The relevant costs of the Chairman and tribunal shall be borne in equal parts by the parties to the dispute.
The tribunal may in its award direct that a higher proportion of the costs be borne by one of the parties to the dispute.

Article 9

Settlement of disputes between Contracting Parties

Any dispute relating to the interpretation or application of this Agreement shall be settled as far as possible through diplomatic
channels within three months.

In case of failure of a settlement through diplomatic channels within three months, the dispute may be submitted to an ad hoc joint
committee consisting of the representatives of the two Parties or to ad hoc arbitration.

The Contracting Parties may set up such joint committee comprising relevant experts to resolve the dispute. The procedures of the
joint committee shall be decided by both parties to the dispute.

If the joint committee cannot settle the dispute within six months, the party to the dispute is enpost_titled to submit the dispute to
an ad hoc arbitration tribunal. The arbitration tribunal shall be set up as follows for each individual case:

Each Contracting Party shall appoint one arbitrator within a period of two months from the date on which one Contracting Party has
informed the other Party of its intention to submit the dispute to arbitration. Those two arbitrators shall, within further two months,
together select a national of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral
tribunal.

If these time limits have not been complied with, either Contracting Party shall request the President of the International Court
of Justice to make the necessary appointment(s).

If the President of the International Court of Justice is a national of either Contracting Party or of a State with which one of the
Contracting Parties has no diplomatic relations or if, for any other reason, he cannot exercise this function, the Vice-President
of the International Court of Justice shall be requested to make the appointment(s).

The court thus constituted shall determine its own rules of procedure. Its decisions shall be taken by a majority of the votes; they
shall be final and binding on the Contracting Parties.

Each Contracting Party shall bear the costs resulting from the appointment of its arbitrator. The expenses in connection with the
appointment of the third arbitrator and the administrative costs of the court shall be borne equally by the Contracting Parties.

Article 10

Other obligations

Article 11

Special Agreements

Investments made pursuant to a specific agreement concluded between one Contracting Party and investors of the other Party shall be
covered by the provisions of this Agreement and by those of the specific agreement.

Each Contracting Party undertakes to ensure at all times that the commitments it has entered into vis--vis investors of the other
Contracting Party shall be observed.

Article 12

Application

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

Article 13

Governing law

All investments shall, subject to this Agreement, be governed by law in force in the territory of the Contracting Party in which such
investments are made.

Article 14

Consultations

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

(a)

reviewing the implementation of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

Article 15

Amendments

The terms of this Agreement may be amended by mutual agreement of both Contracting Parties and such amendments shall be effected by
exchange of notes between them through diplomatic channels.

Article 16

Entry into force and duration

This Agreement shall continue to be in force unless if either Contracting Party has fails to given a written notice to the other Contracting
Party to terminate this Agreement one year before the expiration of the initial ten year period specified in Paragraph 1 of this
Article or at any time thereafter.

With respect to investments made prior to the date of termination of this Agreement, the provisions of Article 1 to 15 shall continue
to be effective for a further period of ten years from such date of termination.

In Witness Whereof the undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate in Beijing on May 27, 2004, in the Chinese and English languages, both texts being equally authentic.

For the Government of theFor the Government of the

People’s Republic of ChinaRepublic of Uganda

The Government of the People’s Republic of China
2004-05-27

MEASURES FOR THE ADMINISTRATION OF ENTERPRISE GROUP FINANCE COMPANIES

e02417

China Banking Regulatory Commission

Order of China Banking Regulatory Commission

No. 5

The “Measures for the Administration of Enterprise Group Finance Companies”, which were discussed and adopted at the 23rd chairman
meeting of China Banking Regulatory Commission, are hereby printed and distributed, and shall go into effect as of September 1, 2004.

Liu Mingkang, the Chairman of China Banking Regulatory Commission

July 27, 2004

Measures for the Administration of Enterprise Group Finance Companies

Chapter I General Provisions

Article 1

For the purpose of regulating the acts of enterprise group finance companies (hereinafter referred to as finance companies), preventing
financial risks and promoting the stable operation and healthy development of finance companies, the present Measures are formulated
according to the “Company Law of the People’s Republic of China”, the “Banking Regulatory Law of the People’s Republic of China”
and other relevant laws and administrative regulations.

Article 2

The “finance companies”as mentioned in the present Measures refers to non-bank financial institutions which provide financial management
services for the enterprise group member entities (hereinafter referred to as member entities) for the purpose of strengthening the
centralized management of enterprise group funds and improving the efficiency of using the funds.

A finance company established by a foreign-funded investment company for providing its investment enterprises in China with financial
management services shall be governed by the relevant provisions of the present Measures.

Article 3

The “enterprise group”as mentioned in the present Measures refers to an association of enterprise artificial persons, which is lawfully
registered within the territory of the People’s Republic of China, and is composed of parent companies, subsidiary companies, share-participating
companies and other member enterprises or businesses, which are bonded by means of capital, with the parent and subsidiary companies
as the principal part, and with the articles of association of the group as the common behavior criteria.

The “member entities”as mentioned in the present Measures include the parent company, its subsidiary companies with not less than
51% of shares held by the parent company (hereinafter referred to as subsidiary companies), companies with not less than 20% of their
shares solely or jointly held by the parent company or its subsidiary companies or companies with less than 20% of shares but in
a status as the largest shareholder; and public institution juridical persons or social organization juridical persons subordinate
to the parent company or the subsidiary companies.

The “foreign-funded investment companies”as mentioned in the present Measures refers to a company established within the territory
of China with the sole investment of a foreign investor to directly undertake investment activities. The “investment enterprises”include
the foreign-funded investment companies, and the enterprise which is registered within the territory of China and whose more than
25% of shares is held by the foreign-funded investment company either solely or jointly with its investors but 10% of shares is held
by the foreign-funded investment company. Foreign-funded investment companies shall be subject to the relevant provisions of the
present Measures on parent companies, while investment enterprises shall be subject to the relevant provisions of the present Measures
on member entities.

Article 4

The finance company shall operate its business according to the laws, regulations and rules, and may not damage the interests of the
state or the public.

Article 5

The finance companies shall accept the supervision and administration of China Banking Regulatory Commission according to law.

Chapter II Establishment and Modification of Institutions

Article 6

The establishment of a finance company shall be reported to China Banking Regulatory Commission for examination and approval.

The name of a finance company shall be approved by the industrial and commercial registration organ, and be marked with the words
of “Finance Limited Company” or “Finance Limited Liability Company”, and the name of the enterprise group either in a full form or
in a shortened form. Without the approval of China Banking Regulatory Commission, no entity may use the words of “Finance Company”
in its name.

Article 7

An enterprise group applying for the establishment of a finance company shall meet the following conditions:

(1)

According with the industrial policies of the state;

(2)

In the year prior to its application, the registered capital of its parent company is not less than RMB 800 million Yuan;

(3)

In the year prior to its application, the total amount of the assets of its member entities consolidated into statements for accounting
as required is not less than RMB 5 billion Yuan, the ratio of return on equity not lower than 30%;

(4)

In the two consecutive years prior to its application, the total amount in each year of the business income of its member entities
consolidated into statements for accounting as required is not less than RMB 4 billion Yuan, the total amount of pre-tax profits
in each year not less than RMB 200 million Yuan;

(5)

Its cash flow is stable and large;

(6)

Its parent company has been established for 2 years or more, and has experiences in internal financial management and fund management
in enterprise group;

(7)

Its parent company has a sound corporate governance structure, and has neither any act in violation of laws or rules nor any ill credibility
record in the latest 3 years;

(8)

Its parent company has core business; and

(9)

Its parent company has no inappropriate related party transactions.

The foreign-funded investment company shall, in addition to being subject to the provisions of Items (1), (2), (5), (6), (7), (8)
and (9) of this Article, have no less than RMB 2 billion Yuan of net assets in the year prior to its application and no less than
RMB 200 million Yuan of pre-tax profits each year in the two consecutive years prior to its application.

Article 8

When applying for the establishment of a finance company, the board of directors of the parent company shall make a written commitment
to, in the case of an urgent situation of payment difficulties, increase capital accordingly pursuant to the actual needs in resolving
the payment difficulties, and state such increase in the articles of association of the finance company.

Article 9

Whoever plans to establish a finance company shall satisfy the following conditions:

(1)

Its enterprise group funds are really in need of centralized management, and are reasonably forecasted to achieve a certain business
scale;

(2)

It has the articles of association is in line with the “Company Law of the People’s Republic of China” and the present Measures;

(3)

It has the minimum registered capital as required by the present Measures;

(4)

It has qualified directors and senior managers as required by China Banking Regulatory Commission, a prescribed proportion of employees
in this field as well as qualified professionals competent for such key posts as risk management, intensive fund management, etc.;

(5)

It has sound systems in respect of corporate governance, internal control, business operation, risk prevention, etc.;

(6)

It has the business place, safety prevention measures and other facilities, which meet relevant requirements; and

(7)

Other conditions as provided for by China Banking Regulatory Commission.

Article 10

The minimum registered capital for the establishment of a finance company shall be RMB 100 million Yuan. And the registered capital
shall be the paid-up capital in Renminbi or an equivalent amount of convertible currency.

The registered capital of a finance company undertaking foreign exchange business shall include no less than 5 million USD or an equivalent
amount of convertible currency.

China Banking Regulatory Commission may, in light of the development of finance companies and needs of prudent supervision, adjust
the minimum limit of the registered capital of finance companies.

Article 11

The finance company’s registered capital shall be mainly raised from its member entities, and may also absorb the shares of qualified
institutional investors other than those of the member entities.

The “qualified institutional investor”as mentioned in this Article refers to an external strategic investor who will not transfer
the finance company’s shares it holds within 5 years in principle and has rich management experiences in the industry.

The qualifications of the shareholders of the finance company shall comply with the relevant provisions of China Banking Regulatory
Commission.

Article 12

The registered capital for the establishment of a finance company by a foreign-funded investment company may be contributed by the
foreign-funded investment company either solely or jointly with its investors.

Article 13

Among the employees of a finance company, those who have engaged in banking or financial work for 3 years or more may not be lower
than two thirds of all the employees, and those who have engaged in banking or financial work for 5 years or more may not be lower
than one third of all the employees.

Where an auditor of an world famous accounting firm, a program designer or system analyst of a computer company, or a professional
who has held the relevant business or management post for 2 years or more in an world famous asset management company, a fund company,
an investment bank or a securities company, and has participated in the relevant domestic business and policy training, he shall
be considered to have engaged in banking or financial work for 3 years or more.

Article 14

The establishment of a finance company shall undergo two stages, namely, preparation and opening business. To apply for preparation
prior to the establishment of a finance company, the parent company shall file an application to China Banking Regulatory Commission,
and submit the following documents and materials:

The application letter, which covers the name, locus, registered capital, shareholders, equity structure, business scope, etc. of
the finance company to be established;

The feasibility study report, which shall contains:

(1)

The overall production and management situation of the parent company and other member entities, their cash flow analysis, their position
in the industry involved, and their mid and long-term development plan;

(2)

The purpose and functions of establishing the finance company and the business forecast;

(3)

The consolidated balance sheets, statements of profits and losses and the statements of cash flow of the latest 2 years, which have
been audited by an eligible accounting firm.

A name list of the member entities, and the relevant certification materials as issued by relevant authorities;

The “Enterprise Group Registration Certificate”, photocopies of the Business Licenses of the applicant and other investors, and their
guaranty for capital contribution;

In the case of the establishment of a foreign-funded finance company, the Approval Certificates of the Foreign-Funded Enterprise
of the foreign-funded investment company and its investment enterprises.

Testimonials signed by the juridical representative of the parent company to confirm the authenticity of the abovementioned documents;
and

Other documents as required by China Banking Regulatory Commission.

Article 15

Where the application for preparation prior to the establishment of a finance company is approved by China Banking Regulatory Commission
after examination, the applicant shall, within 3 months as of receipt of the approval document, complete the preparatory work for
the establishment of the finance company, and file an application to China Banking Regulatory Commission for opening business and
submit the following documents in the meantime:

(1)

A draft of the articles of association of the finance company;

(2)

Operation guidelines and plans of the finance company;

(3)

A name list of the shareholders of the finance company, and their respective amounts and proportions of investment contributed;

(4)

A capital verification certificate issued by a legal capital verification institution on the capital contributions of the shareholders
of the finance company;

(5)

A name list of the candidates of directors and officers, detailed resumes thereof, and testimonials on their competence for such posts;

(6)

A name list of the candidates of employees for the job of risk management and centralized fund management, and their detailed resumes;

(7)

Testimonials of the relevant personnel certifying that they have engaged in banking or financial work for 5 years or more;

(8)

The finance company’s business rules and risk prevention systems;

(9)

Documents on the finance company’s business place and other related facilities; and

(10)

Other documents as required by China Banking Regulatory Commission

Article 16

After China Banking Regulatory Commission approves an application of a finance company for opening business, it shall issue the “Financial
Business Permit” and make an announcement. The finance company may not open business until it has registered with the administrative
department for industry and commerce upon the strength of the “Financial Business Permit”, and has obtained the “Business License
of Enterprise Juridical Person”.

Article 17

The finance company may, in light of the needs of its business and upon the examination and approval from China Banking Regulatory
Commission, establish a branch in an area where it has many member entities and large amount of businesses.

The branches of a finance company dont have the status of a legal person, and shall carry out their business activities upon authorization
of the finance company according to the present Measures, with the civil liabilities borne by the finance company.

Article 18

The finance company may, in light of the needs of its business management, establish a representative office in the area where its
member entities are densely located, and report it to China Banking Regulatory Commission for archival purposes.

No representative office of the finance company may operate business, except for undertaking such work as business recommendation,
customer services, pressing for payment of debts, information collection and feedback and etc.

Article 19

The finance company applying for the establishment of a branch shall satisfy the following conditions:

(1)

It really needs to develop its business and provide financial management services to its member entities;

(2)

It has been established for 2 years or more, and its registered capital is not less than RMB 300 million Yuan and its capital adequacy
ratio not lower than 10%;

(3)

There shall be not less than 10 member entities which the to-be-established branch will serve, and the total assets of such member
entities may not be lower than RMB 1 billion Yuan; or if there are less than 10 member entities, the total assets of such member
entities may not be lower than RMB 2 billion Yuan;

(4)

It is in good operation status, and has no records of irregular operations;

Article 20

The branch of a finance company shall satisfy the following conditions:

(1)

Having the minimum amount of working capital as provided for in the present Measures;

(2)

Having senior managers with qualifications to hold their posts as stipulated by China Banking Regulatory Commission;

(3)

Having sound systems on business operation, internal control, risk management, and assumption of liabilities;

(4)

Having the business place, preventive measures for safety, and other facilities related to the business, which conform to the relevant
requirements; and

(5)

Other conditions as provided for by China Banking Regulatory Commission.

Article 21

The working capital of the branch of a finance company may not be less than RMB 50 million Yuan. And the total amount of the working
capital allotted by a finance company to all its branches may not be more than 50% of its registered capital.

Article 22

When a finance company applies for the establishment of a branch, it shall submit the following documents and materials to China Banking
Regulatory Commission:

(1)

An application letter containing the name, locus, working capital, business scope, the objects of service and etc. of the branch to
be established,;

(2)

The feasibility study report including the forecasted amount of business of the branch to be established, the conditions of production
and operation of the member entities at the locality, the fund flow analysis, as well as the mid and long-term development plans,
etc.;

(3)

Relevant testimonials conforming to the provisions of Article 20 ;

(4)

The resolution of the finance company’s board of directors on applying for the establishment of the branch, and the resolution draft
on authorization of the business scope of the branch to be established; and

(5)

Other documents as required by China Banking Regulatory Commission.

Article 23

For a finance company’s branch that is approved to be established, China Banking Regulatory Commission shall issue the “Financial
Business Permit” to it and shall make an announcement. The branch may not open its business until it has gone through the registration
formalities in the administrative department for industry and commerce upon the strength of the “Financial Business Permit” and has
obtained the Business License.

Article 24

Where a finance company or its branch that is approved to be established does not open its business within 6 months as of the date
of obtaining the Business License without justifiable reasons, or suspends its business for 6 consecutive months as of the date of
opening its business without justifiable reasons, its “Financial Business Permit” shall be revoked by China Banking Regulatory Commission,
and such revocation shall be announced to the public.

Article 25

The finance company shall use the “Financial Business Permit” according to the laws, administrative regulations and the provisions
of China Banking Regulatory Commission, and is prohibited from counterfeiting, altering, transferring, leasing or lending the “Financial
Business Permit”.

Article 26

The nature, organizational form and organizational structure of a finance company shall comply with the “Company Law of the People’s
Republic of China” and other relevant laws and regulations, and shall be stated in the company’s articles of association.

Article 27

If a finance company plans to modify any of the following items, it shall report to China Banking Regulatory Commission for approval:

(1)

Its name;

(2)

Its business scope;

(3)

Its registered capital;

(4)

Its shareholder(s) or equity structure;

(5)

Its articles of association;

(6)

Its director(s) or senior manager(s);

(7)

Its business place; or

(8)

Other matters as prescribed by China Banking Regulatory Commission.

Where a finance company’s branch intends to modify its name, working capital, business place or to replace any of the senior managers,
the finance company shall report it to China Banking Regulatory Commission for approval.

Chapter III Business Scope

Article 28

The finance company may operate the whole or part of the following businesses:

(1)

Providing its member entities with financial and financing advise, credit authentication, as well as related consultation and agency
services;

(2)

Assisting its member entities in collection and payment of money for transactions;

(3)

Providing approved insurance agency services;

(4)

Providing guarantee to its member entities;

(5)

Handling entrusted loans and entrusted investments between member entities;

(6)

Handling acceptance and discount of bills for member entities;

(7)

Handling internal transfer settlement between member entities, and designing programs for settlement and clearance accordingly;

(8)

Absorbing deposits from its member entities;

(9)

Granting loans to and handling financial lease for the member entities;

(10)

Engaging in inter-bank borrowing; and

(11)

Other businesses as approved by China Banking Regulatory Commission.

Article 29

The finance company which satisfies the prescribed conditions may apply to China Banking Regulatory Commission for undertaking the
following businesses:

(1)

Issuing finance company bonds upon approval;

(2)

Underwriting enterprise bonds of the member entities;

(3)

Contributing share right investments to financial institutions;

(4)

Securities investment; and

(5)

Undertaking consumption credit, buyer’s credit and financial lease of the products of the member entities.

Article 30

The finance company must, when engaging in the businesses as listed in Article 29 of the present Measures, strictly comply with the
relevant provisions of the state and the relevant requirements of China Banking Regulatory Commission on prudent supervision, and
shall also meet the following conditions:

(1)

It has been established for not less than 1 year, and is in good management condition;

(2)

Its registered capital is not less than RMB 300 million Yuan; and if it engages in consumption credit, buyer’s credit and financial
lease of the products of its member entities, its registered capital is not less than RMB 500 million Yuan;

(3)

It has been approved by the shareholders’ meeting and authorized by the board of directors;

(4)

It has sound investment decision-making mechanism, risk control system, working regulations and corresponding management information
system;

(5)

It has corresponding qualified professionals; and

(6)

Other conditions as prescribed by China Banking Regulatory Commission.

Article 31

The finance company may not engage in any offshore business, nor may it engage in any form of cross-border fund business except those
as provided for in Paragraph 2 of Article 28 of the present Measures.

Article 32

The business scope of a finance company shall, after approved by China Banking Regulatory Commission, be stated in the finance company’s
articles of association. The finance company may not undertake any non-financial businesses such as industrial investment and trade.

The finance company shall, when classifying its business into detailed types within the approved business scope, report to China Banking
Regulatory Commission for archival purposes, with an exception of the intermediary businesses involving no credits or debts.

Article 33

The business scope of a finance company’s branch shall be authorized by the finance company within its business scope in light of
the principle of prudent operation, and shall be reported to China Banking Regulatory Commission for archival purposes. No branch
of a finance company may provide guarantee, undertake the inter-bank borrowing (lending) and the businesses as prescribed in Article
29 of the present Measures.

Chapter IV Supervision, Administration and Risk Control

Article 34

The finance company shall, when running its business, accord with the following requirements on asset-liability ratio:

(1)

Its capital adequacy ratio may not be lower than 10%;

(2)

The amount of the capital borrowed may not be more than the total amount of its capital;

(3)

The guarantee balance may not be more than the total amount of its capital;

(4)

The ratio of its short-term securities investments to the total amount of its capital may not be higher than 40%;

(5)

The ratio of its long-term investments to the total amount of its capital may not be higher than 30%; and

(6)

The ratio of its own fixed assets to the total amount of its capital may not be higher than 20%.

China Banking Regulatory Commission may, in light of business development of finance companies or the needs of prudent supervision,
make adjustments to the above-mentioned ratios.

Article 35

The finance company shall, according to the principle of prudent operation, set down its business rules and procedures, establish
and perfect its internal control system.

Article 36

The finance company shall establish respectively a risk management department and an auditing department which are responsible to
the board of directors, and shall formulate risk control and auditing systems for various types of business, which shall be regularly
reported to the board of directors each year and to China Banking Regulatory Commission.

Article 37

The board of directors of a finance company shall entrust a qualified intermediary institution each year to audit the company’s business
activities of the last year, and shall, before April 15 of each year, submit to China Banking Regulatory Commission the annual audit
report which has been signed and confirmed by the chairman of the board.

Article 38

The finance company shall establish and improve its financial and accounting systems according to the relevant provisions of the state.

The finance company shall comply with the principle of prudent accounting, faithfully record and entirely reflect its business activities
and financial situation.

Article 39

The finance company shall, according to the provisions, submit to China Banking Regulatory Commission its balance sheet, statement
of profits and losses, statement of cash flow, statement of examination on its non-on-site supervision indicators, and other statements
as required by China Banking Regulatory Commission, and shall, within 1 month as of the end of each fiscal year, submit the financial
statements and documents of the last year.

The legal representative of the finance company shall be responsible for the authenticity of the above-mentioned statements submitted
bearing his signature.

Article 40

The finance company shall, by the end of April each year, submit to China Banking Regulatory Commission the directory of the member
entities under the enterprise group to which it belongs, and shall provide the information on the operating situation in the last
year of the foresaid enterprise group and relevant data, as well.

The finance company shall, before starting business with a new member entity, be filed timely with China Banking Regulatory Commission
for archival purposes, and shall provide the relevant information on the member entity. Where a member entity having business contacts
with the finance company is separated from the enterprise group due to the change of equity, the finance company shall timely report
it to China Banking Regulatory Commission for archival purposes; and if there is any remaining business, it shall meanwhile submit
a solution to the remaining business.

Article 41

China Banking Regulatory Commission has the power to require a finance company at any time to submit reports and information on the
relevant business and financial situation.

Article 42

When a finance company meets with bank run, failure to discharge debts due, large amount of overdue loans, advancement of money for
providing guarantee, or serious computer breakdown, the case where it is robbed or deceived, or the involvement of any of its directors
or senior mangers in such major events as serious violation of disciplines or criminal case and etc., it shall immediately take emergency
measures and timely report to China Banking Regulatory Commission.

When an enterprise group or any of its member entities meets with a major organization change, a equity transaction or an operation
risk, or other matters, which might impair the normal operation of the finance company, the finance company shall timely report to
China Banking Regulatory Commission.

Article 43

The finance company shall pay deposit reserve and draw loss reserve according to the provisions of the People’s Bank of China, and
write off its losses according to the relevant provisions.

Article 44

The finance company shall comply with the relevant provisions of the People’s Bank of China on interest rate management; those operating
foreign exchange business shall comply with the relevant provisions of the state on foreign exchange control.

Article 45

China Banking Regulatory Commission has the power to take the following measures according to the relevant procedures and provisions
to make on-site inspections on finance companies pursuant to the requirements of prudent supervision:

(1)

Entering a finance company for inspection;

(2)

Enquiring of employees of a finance company, and requiring them to explain the particulars related to inspection;

(3)

Consulting and reproducing documents of a finance company, which are related to the inspection, and sealing up the documents that
might be transferred, concealed or damaged; and

(4)

Conducting an inspection of a finance company’s management data computer system.

Article 46

Where a finance company provides to a single shareholder a loan with the balance exceeding 50% of the finance company’s registered
capital or exceeding the shareholder’s capital contribution to the finance company, the provision of the loan shall be timely reported
to China Banking Regulatory Commission.

Article 47

Where the liabilities of a finance company’s shareholder to the finance company remains overdue fo

ANNOUNCEMENT ON THE REDISTRIBUTION OF THE IMPORT TARIFF QUOTAS OF AGRICULTURAL PRODUCTS OF 2004

National Development and Reform Commission, Ministry of Commerce

Announcement of National Development and Reform Commission and Ministry of Commerce

No. 50

In accordance with Interim Measures for Administration of Import Tariff Quota of Agricultural Products, Announcement on the Redistribution
of the Import Tariff Quotas of Agricultural Products of 2004 is formulated and hereby promulgated.

National Development and Reform Commission

Ministry of Commerce

August 11th, 2004

Announcement on the Redistribution of the Import Tariff Quotas of Agricultural Products of 2004

In accordance with the relevant provisions of the Interim Measures for the Administration of the Import Tariff Quota of Agricultural
Products (Decree No.4 of the Ministry of Commerce and the National Development and Reform Commission of 2004, hereinafter referred
to as Interim Measures), the Quantity, the Application Conditions and the Principle of the Distribution of the Import Tariff Quotas
of Grain and Cotton of 2004 (Announcement No.25 of the National Development Planning Commission of 2003, hereinafter referred to
as the Principle of Distribution), Rules for Distribution of Import Tariff Quota of Palm Oil, Soya-bean Oil, Rapeseed Oil, and Sugar
of 2004 (Announcement No.51 of the Ministry of Commerce, hereinafter referred to as the relevant provisions of Rules for Distribution),
issues concerning the redistribution of the import tariff quotas of agricultural products of 2004 are hereby announced as the following:

Any final user who holds the import tariff quotas of wheat, corn, paddy, husked rice, Soya-bean oil, rapeseed oil, palm oil, sugar
and cotton of 2004, in the case that he fails to sign import contracts for the total amount of its quotas in that year, or has signed
import contracts but is supposed to be unable to consign goods from the starting port before the end of the year, he shall return
his import tariff quotas that are not completed or unable to be completed to the local Development Planning Commission, and the Department
of Commerce (Department of Foreign Trade and Economic Cooperation) of the provinces (autonomous regions, municipalities directly
under the Central Government, and cities specifically designated in the State plan),where he is located. And the State Development
Planning Commission as well as the Ministry of Commerce shall redistribute the returned quotas. With regard to the quotas that are
neither returned prior to September 15 nor used sufficiently before the end of the year by the final user, the State Development
Planning Commission as well as the Ministry of Commerce shall reduce them accordingly in proportion while distributing the import
tariff quota of agricultural products of 2005.

For any final user who obtained and has completely used the import tariff quotas of the commodities listed in Article 1 of this announcement,
and for any new user who conforms to the application conditions set forth in the Principle of Allocation and Rules for Distribution,
but doesn’t apply for the import tariff quota, while it is distributed in the beginning of the year, they may file an application
for the redistribution of the import tariff quotas of agricultural products to the local Development Planning Commission, and the
Department of Commerce (the Department of Foreign Trade and Economic Cooperation) of the provinces (autonomous regions, municipalities
directly under the Central Government, and cities specifically designated in the State plan), where he is located.

The applicant shall submit a written application for redistribution of tariff quotas to the local Development Planning Commission,
and the Department of Commerce (the Department of Foreign Trade and Economic Cooperation) of the provinces (autonomous regions, municipalities
directly under the Central Government, and cities specifically designated in the State plan), where he is located. The application
form shall be filled in according to the relevant provisions of the Principle of Distribution and Rules for Distribution.

The Development Planning Commission, and the Department of Commerce (the Department of Foreign Trade and Economic Cooperation) of
provinces (autonomous regions, municipalities directly under the Central Government, and cities specifically designated in the State
plan), after the preliminary examination and approval of the applicant’s applications, shall report the eligible applications respectively
through the computer administration system of the import quota of agricultural products since September 1, and submit them respectively
to the National Development Planning Commission and the Ministry of Commerce in writing after collecting the applications in the
order of time before September 20.

The State Development Planning Commission and the Ministry of Commerce shall redistribute the quotas returned by users in the order
of declaration on the internet, and notify the final users of the result of the redistribution of the tariff quotas before October
1. In case the total amount of the eligible applications is less than that of the import quotas, every applicant’s application can
be approved. In case the total amount of the eligible applications is more than that of the import quotas, tariff quotas shall be
redistributed according to the principle of early coming early obtaining, pursuant to the relevant provisions in the Principle of
Distribution and Rules for Distribution.

Other items such as the term of validity of the redistribution of tariff quotas shall be implemented in accordance with Interim Measures,
the Principle of Distribution and Rules for Distribution.

The redistribution of the tariff quotas of wheat, corn, paddy and husked rice shall be implemented by the State Development Planning
Commission and the Development Planning Commission of provinces (autonomous regions, municipalities directly under the Central Government,
and cities specifically designated in the State plan). The redistribution of the tariff quotas of palm oil, Soya-bean oil, rapeseed
oil and sugar shall be implemented by the Ministry of Commerce and the Department of Commerce (the Department of Foreign Trade and
Economic Cooperation) of provinces (autonomous regions, municipalities directly under the Central Government, and cities specifically
designated in the State plan).

National Development and Reform Commission, Ministry of Commerce
2004-08-11

123...29 Page 2 of 29

Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

TITLE I. FUNDAMENTAL PRINCIPLES – 1988 Constitution