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

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

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

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

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

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

State Administration of Taxation
2004-04-13

IMPLEMENTATION MEASURES FOR ADMINISTRATIVE RECONSIDERATION OF THE MINISTRY OF COMMERCE

the Ministry of Commerce

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

No. 7

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

the Minister of the Ministry of Commerce Bo Xilai

May 20, 2004

Implementation Measures for Administrative Reconsideration of the Ministry of Commerce

Article 1

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

Article 2

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

Article 3

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

(1)

specific administrative acts of the Ministry of Commerce;

(2)

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

(3)

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

(4)

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

Article 4

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

(1)

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

(2)

the name and address of the respondent (s);

(3)

the specific claims for the administrative reconsideration application;

(4)

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

(5)

the date on which the administrative reconsideration application is filed.

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

Article 5

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

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

Article 6

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

Article 7

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

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

Article 8

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

(1)

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

(2)

The applicant is not a qualified subject for administrative reconsideration;

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

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

(9)

The administrative reconsideration application does not meet other statutory requirements.

Article 9

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

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

the time when the response is made.

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

Article 10

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

Article 11

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

Article 12

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

Article 13

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

Article 14

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

Article 15

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

the Ministry of Commerce
2004-05-20

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

the China Banking Regulatory Commission

Decree of the China Banking Regulatory Commission

No.4

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

Chairman of the China Banking Regulatory Commission Liu Mingkang

July, 26, 2004

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

Chapter I General Provisions

Article 1

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

Article 2

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

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

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

Article 3

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

Article 4

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

Chapter II Establishment and Registration

Article 5

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

(1)

Sound corporate governance structure;

(2)

Persistently sound operational performance;

(3)

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

(4)

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

(5)

Favorable reputation in the banking sector and good social image;

(6)

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

(7)

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

Article 6

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

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

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

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

Article 7

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

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

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

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

Article 8

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

Article 9

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

(1)

Sound cooperate governance structure;

(2)

Sound risk management system;

(3)

Sound internal control system;

(4)

Effective information management system;

(5)

The managerial personnel having good expertise and management capacity;

(6)

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

(7)

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

(8)

Effective measures for fighting money laundering.

Article 10

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

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

Article 11

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

Article 12

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

Article 13

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

Article 14

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

(1)

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

(2)

The articles of association of the applicant;

(3)

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

(4)

Policies or rules of the applicant on fighting money laundering.

Article 15

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

Article 16

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

Article 17

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

(1)

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

(2)

Its capital adequacy ratio is not less than 8%;

(3)

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

(4)

Other prudential requirements as specified by the CBRC.

Article 18

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

(1)

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

(2)

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

(3)

A feasibility study report;

(4)

A photocopy of business license;

(5)

The annual reports of the latest three years;

(6)

The articles of association of the applicant; and

(7)

Other materials as required by the CBRC.

Article 19

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

Article 20

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

Article 21

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

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

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

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

Article 22

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

Article 23

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

Article 24

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

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

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

Article 25

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

Article 26

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

Article 27

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

Article 28

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

Article 29

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

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

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

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

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

Article 30

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

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

Chapter III Business Scope

Article 31

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

(1)

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

(2)

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

(3)

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

(4)

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

Article 32

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

(1)

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

(2)

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

(3)

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

(4)

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

Article 33

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

(1)

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

(2)

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

(3)

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

(4)

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

Article 34

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

(1)

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

(2)

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

(3)

(4)

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

Article 35

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

(1)

(2)

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

(3)

(4)

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

Article 36

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

(1)

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

(2)

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

(3)

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

(4)

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

Article 37

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

ADMINISTRATIVE MEASURES FOR GOVERNMENT PROCUREMENT INFORMATION ANNOUNCEMENTS

The Ministry of Finance

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

No. 19

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

Minister, Jin Renqing

August 11, 2004

Administrative Measures for Government Procurement Information Announcements ContentsChapter I General Provisions

Chapter II Scope and Content of Government Procurement Information Announcements

Chapter III Management of Government Procurement Information Announcements

Chapter IV Management of Designated Media for Releasing Government Procurement Information

Chapter V Legal Liabilities

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1

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

Article 2

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

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

Article 3

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

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

Article 4

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

Article 5

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

(1)

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

(2)

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

Article 6

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

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

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

Article 7

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

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

Chapter II Scope and Content of Government Procurement Information Announcements

Article 8

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

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

Article 9

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

Article 10

The announcement of a public bid shall include the following:

(1)

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

(2)

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

(3)

The qualification requirements for the suppliers;

(4)

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

(5)

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

(6)

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

Article 11

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

(1)

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

(2)

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

(3)

The qualification requirements for the suppliers;

(4)

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

(5)

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

Article 12

A bid award announcement shall contain the following:

(1)

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

(2)

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

(3)

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

(4)

The date of the announcement of the bidding project;

(5)

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

(6)

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

(7)

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

Article 13

An announcement releasing corrected procurement information shall include the following:

(1)

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

(2)

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

(3)

The corrected items, content and date; and

(4)

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

Article 14

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

Article 15

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

(1)

Names of the purchaser and procurement agency;

(2)

The name and date of the procurement project;

(3)

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

(4)

The name of the complaint handling organ; and

(5)

The main content of the decision to tackle the complaints.

Chapter III Management of Government Procurement Information Announcements

Article 16

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

Article 17

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

Article 18

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

Article 19

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

Article 20

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

Article 21

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

Article 22

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

Article 23

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

Chapter IV Management of Designated Media for Releasing Government Procurement Information

Article 24

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

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

Article 25

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

Article 26

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

Article 27

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

Article 28

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

Article 29

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

Chapter V Legal Liabilities

Article 30

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Failing to announce the information within the prescribed time limit.

Article 31

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

(1)

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

(2)

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

Article 32

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Other acts against the management of government procurement information.

Article 33

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

Article 34

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

Chapter VI Supplementary Provisions

Article 35

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

Article 36

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

The Ministry of Finance
2004-08-11

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

Standing Committee of the National People’s Congress

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

No.28

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

President of the People’s Republic of China Hu Jintao

August 28, 2004

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

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

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

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

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

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

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

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

Standing Committee of the National People’s Congress

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

No. 25

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

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

August 28th, 2004

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

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

Article 16 (1) shall be amended as “The state encourages and supports the breeding, cultivation and popularization of good aquatics.
No new aquatic may be popularized unless it has been examined and approved by the National Committee for Examination and Approval
of Original Breeding and Good Breeding and has been announced by the fishery administrative department of the State Council.”

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

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

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

MEASURES FOR THE IMPLEMENTATION OF THE ADMINISTRATIVE LICENSING BY THE PEOPLE’S BANK OF CHINA

the People’s Bank of China

Order of the People’s Bank of China

No. 3

In accordance with the Administrative Licensing Law of the People’s Republic of China, the Law of the People’s Republic of China on
the People’s Bank of China and other relevant laws and regulations, the Measures for the Implementation of the Administrative Licensing
by the People’s Bank of China, which were formulated by the People’s Bank of China and adopted at the executive meeting of presidents,
are hereby promulgated and shall come into force as of November 1, 2004.

Zhou Xiaochuan,President of the People’s Bank of China

September 13, 2004

Measures for the Implementation of the Administrative Licensing by the People’s Bank of China

Chapter I General Provisions

Article 1

With the view of regulating the acts of the People’s Bank of China (hereinafter referred to as the PBC) and its branch institutions
in implementing administrative licensing and protecting the lawful rights and interests of the citizens, legal persons and other
organizations, the present Measures are formulated pursuant to the Administrative License Law of the People’s Republic of China and
the Law of the People’s Republic of China on the People’s Bank of China.

Article 2

The term “administrative licensing” as mentioned in the present Measures refers to that the PBC and its branch institutions, according
to the applications filed by the citizens, legal persons or other organizations, allow these citizens, legal persons and other organizations
to engage in special activities after having examined their applications pursuant to law.

Article 3

The present Measures shall be applicable to the implementation of administrative licensing by the PBC and its branch institutions.

The present Measures are inapplicable to the examination and approval of the personnel, finance and foreign affairs of the public
institutions directly subject to the management the People’s Bank of China.

Article 4

The PBC and its branch institutions shall follow the principle of openness, fairness, impartiality, facilitating the people and high
efficiency in the implementation of administrative licensing.

Article 5

The PBC and its branch institutions shall accord with the statutory functions, scope, conditions and procedures in the implementation
of administrative licensing.

The implementation of administrative licensing by the PBC and its branch institutions shall be based on the laws, administrative regulations
and decisions of the State Council.

Within the scope of administrative licensing items as provided in the laws, regulations or decisions of the State Council, the PBC
may formulate specific rules on the implementation of administrative licensing. But these rules shall not create any new administrative
licensing item, nor may they insert any additional condition in violation of the laws, administrative regulations and decisions of
the State Council.

Article 6

The rules formulated by the PBC on the implementation of administrative licensing shall be promulgated. If any rule is not promulgated,
it shall not become the basis for the implementation of administrative licensing.

The conditions, procedure, time limit and results of the implementation of administrative licensing by the PBC and its branch institutions
shall be publicized except that they involve any state secret, commercial secret or personal privacy.

The applicants, who meet the statutory conditions or standard, shall have equal right to obtain administrative license according to
law. None of them may be discriminated by the PBC and its branch institutions.

Article 7

The citizens, juridical persons or other organizations shall be enpost_titled to make a statement and argument for the administrative licensing
implemented by the PBC and its branch institutions and to apply for administrative reconsideration or institute an administrative
lawsuit pursuant to the law.

If the legitimate rights and interests of a citizen, juridical person or any other organization are impaired due to the implementation
of administrative licensing by the PBC or any of its branch institutions, he (it) shall be enpost_titled to claim for compensation in
accordance with the law.

Article 8

The administrative licensing lawfully granted by the PBC and its branch institutions to the citizens, legal persons or other organizations
is protected by law. The PBC and its branch institutions shall not change an effective administrative licensing without permission.

Where any law, administrative regulation or rule, on which the permission of administrative licensing is based, is amended or abolished
or the objective circumstances that the administrative licensing is pursuant to changes greatly, the PBC and its branch institutions
may modify or revoke the effective administrative licensing according to law for the sake of public interests and shall accordingly
compensate the loss of property of a citizen, juridical person or any other institution.

Article 9

The functional departments of the PBC and its branch institutions shall be responsible for handling the administrative licensing within
the purview of their operation powers.

The departments of legal affairs of the PBC and its branch institutions shall be responsible for the hearing and supervision of administrative
licensing.

Article 10

The PBC and its branch institutions shall establish a sound supervision and inspection system for the implementation of administrative
licensing.

The PBC and its branch institutions shall conduct effective supervision over the administrative licensing activities of the licensed
persons.

Article 11

When implementing administrative licensing, the PBC or any of its branch institutions shall not bring forward any improper requirements
such as requiring an applicant to purchase designated commodity, accepting paid service and etc.

When handling an administrative licensing item, any of the functionaries of the PBC and its branch institutions shall not extort or
accept the property of any other person and not seek other private interests.

Chapter II Implementation Organs of Administrative Licensing

Article 12

The PBC shall implement the administrative licensing pursuant to law within the statutory limits of its functions and powers.

The branch institutions of the PBC shall implement the administrative licensing in accordance with the law within the scope of powers
authorized by the PBC.

Article 13

The PBC may, within the statutory limits of its functions and powers, authorize other administrative organs to implement administrative
licensing according to laws, administrative regulations and rules.

The branch institutions of the PBC shall not authorize any other administrative organ to implement the administrative licensing.

Where the PBC authorizes other administrative organs to implement administrative licensing, it shall declare the authorized administrative
organs and the items under administrative licensing, supervise the implementation of administrative licensing of the administrative
organs and bear the legal liability therefore.

An authorized administrative organ shall implement the administrative licensing on behalf of the PBC within the limits of authorized
functions and powers. It shall not entrust any other organization or individual to implement the administrative licensing.

Chapter III Procedures for the Implementation of Administrative Licensing

Section 1 Application and Acceptance

Article 14

Where a citizen, juridical person or any other organization engages in special activities and has obtained the administrative licensing
of the PBC or its branch institution, he (it) shall file an application thereto.

When applying for administrative licensing, the applicant shall submit the application materials to the General Office of the PBC
or offices of the branch institutions of the PBC that shall transfer them to the bank’s (branch institution’s) functional department
undertaking the administrative licensing items on the same day when it receives them. Where an applicant directly submits the application
materials to the bank’s (branch institution’s) functional department undertaking the administrative licensing items, it shall make
up the formalities for handling the documents with the General Office or offices as it handles the administrative licensing matters.
Where the functional department receives any application materials beyond its scope of administrative licensing items, it shall transfer
them to the General Office or offices on the same day when it receives them and the General Office or offices shall transfer them
to the competent functional department on the same day when it receives them.

An applicant may entrust an agent to file an administrative licensing application unless the applicant is required to file an administrative
licensing application to the office of the PBC or of its branch institutions according to law.

Where an applicant entrusts an agent to file an application, he (it) shall provide the identification certificates and power of attorneys
of the consigners and the agent.

An administrative licensing application may be submitted by means of letter, telegraph, telex, fax, electronic data interchange or
email.

Article 15

The functional departments undertaking the administrative licensing items of the PBC and its branch institutions shall be responsible
for accepting the administrative licensing applications.

As respect to applications of administrative licensing items that are subject to the examination of an inferior institution of the
People’s Bank before it is reported to a superior institution for making a decision, the inferior department with the examination
function shall accept the applications.

Where the administrative licensing items shall be handled by several functional departments, the General Office or offices shall decide
to let one of them accept the applications uniformly.

Article 16

The functional departments undertaking the administrative licensing items of the PBC and its branch institutions shall, in its office,
display the licensing items, the basis, conditions, quantity, procedures, time limit, contents of the complete set of materials that
shall be submitted, and the model text of the application form. If possible, it may publish them on the internet or newspapers and
periodicals.

Where the functional department is requested by an applicant to account for or to explain the publicized items, it shall do so by
offering him (it) exact and credible information.

Where the format text of an application form is required, PBC and its branch institutions shall provide the applicants with the format
text of an administrative licensing application. The format text of an application form shall not contain any content that has no
direct relationship with the licensing items applied for.

Article 17

Where a citizen, juridical person or any other organization applies to the PBC or its branch institutions for administrative licensing,
it shall submit pertinent materials and true information about his (its) situation according to the facts and shall be liable for
the authenticity of the substantial content of the application materials.

Article 18

The PBC or its branch institutions shall handle the administrative licensing applications put forward by applicants differently according
to the following circumstances:

(1)

Where the item applied for has no use for administrative licensing in accordance with the law, it shall inform the applicant of the
rejection immediately;

(2)

Where the item applied for does not fall within the limits of functions and powers of the PBC, it shall make a decision of rejection
immediately and inform the applicant to file an application to the competent administrative organ;

(3)

Where the item applied for falls within the limits of functions and powers of the PBC but isn’t subject to the acceptance of institutions
at this level, it shall immediately make an explanation to the applicant and inform him (it) to file an application to the competent
administrative organ;

(4)

Where the errors in the application materials can be corrected on the spot, the applicant shall be permitted to correct them on the
spot;

(5)

Where the application materials are incomplete or inconsistent with the statutory form, it shall inform the applicant the whole contents
that need to be supplemented or corrected on the spot or once within 5 days. Where it fails to do so within the time limit, the day
when the application materials are received shall be considered as the acceptance day;

(6)

Where the item applied for falls within the limits of functions and powers of the PBC and the application materials are complete and
in consistency with the statutory form, or the applicant has supplemented and corrected all the items as required, the application
for administrative license shall be accepted.

Where the PBC or its branch institution accepts, rejects, dismisses the application or requests the application to make correction
and supplement of application materials as mentioned in the preceding paragraph, it shall issue a written notice bearing the seal
of this bank or the seal for the exclusive use of administrative licensing, and a clear indication of the date.

Section 2 Examination and Decision

Article 19

The functional department undertaking administrative licensing items of the PBC or of its branch institutions shall examine the application
materials submitted by an applicant.

Where the application materials are complete and accord with the statutory form, and if it is able to confirm on the spot according
to relevant provisions that the items applied for shall be approved, the functional department undertaking the administrative licensing
items shall make a written administrative licensing decision on the spot, and make and issue an administrative license pursuant to
relevant provisions

Where it is necessary to verify the substantial content of the application materials in pursuance to the statutory conditions and
procedures, the functional department undertaking the administrative licensing items shall assign 2 or more personnel to do so.

Article 20

Where the administrative licensing items shall be subject to the examination of an inferior institution of the PBC before it is reported
and submitted to the superior institution, the inferior institution shall submit its preliminary examination opinions and the complete
set of application materials directly to the superior institution.

When examining the administrative licensing items, the superior shall not demand the applicant to provide any application material
repeatedly.

Article 21

Where the functional department responsible for undertaking the administrative licensing items of the PBC or its branch institutions,
when examining an administrative license application, finds that any party has important direct interests to the matters under the
administrative license, it shall inform the interested party.

The applicant or the interested party shall be enpost_titled to make a statement or argument and shall submit his (its) statement or argument
opinions within 3 days from the date when they are informed of the circumstance. If the statement or argument is made orally, the
functional department undertaking the administrative licensing items shall make well transcripts and have them signed by the person
who makes the statement or argument for confirmation.

The PBC or its branch institutions shall hear the opinions of the applicant or the interested party.

Article 22

After the functional department responsible for undertaking administrative licensing items of the PBC or its branch institutions has
completed the examination over an administrative licensing application, it shall handle it respectively pursuant to the following
circumstances:

(1)

Where the application meets the statutory conditions or standards and is decided to grant an administrative license, it shall make
a decision of approval of the administrative license;

(2)

Where the application doesn’t meet the statutory conditions or standards, and it is decided not to grant an administrative license,
it shall make a decision of disapproval of administrative licensing. In the decision it shall make an explanation of the disapproval
of the administrative license and shall inform the applicant of the right to apply for administrative reconsideration or to lodge
an administrative lawsuit according to law.

Article 23

The functional department responsible for undertaking the administrative licensing items of the PBC or of its branch institutions
shall submit the decision of approval or disapproval of the administrative license to the president (director) or the executive deputy
president of this bank for examination and approval unless the administrative licensing is approved and a certificate thereof is
made and issued on the spot.

The decision of approval or disapproval of the administrative license shall bear the seal of this bank and a clear indication of the
date after being approved by the president (director) or the executive deputy president of this bank.

Article 24

Where the PBC or its branch institution makes a decision of approval of administrative licensing and it is necessary to issue an administrative
license according to laws, administrative regulations and rules of the PBC, it shall issue the applicant an administrative license
bearing the seal of the bank.

Article 25

The decision of approval of the administrative licensing made by the PBC or its branch institutions shall be publicized and the general
public shall be enpost_titled to consult them.

Article 26

Where the application scope of the administrative licensing lawfully implemented by the PBC and its branch institutions is subject
to no geographical limits, the administrative license obtained by the applicant shall be effective nationwide.

Article 27

With respect to the administrative licensing subject to quantitative restriction, where 2 or more applicants of it meet the statutory
conditions and standards, the PBC or its branch institutions shall decide to approve the administrative licensing according to the
sequence of accepting the applications for the administrative licensing. However, if it is otherwise prescribed in the laws and regulations,
the latter shall prevail.

When granting a special qualification to the juridical persons or other organizations, the PBC and its branch institutions shall make
decisions of administrative licensing according to the evaluation result in aspects of the structure of professionals of the applicants,
technical conditions, business performance and management level. However, if it is otherwise prescribed in the laws and regulations,
the latter shall prevail.

Section 3 Time Limit and Service

Article 28

Except that a decision of administrative licensing can be made on the spot, the PBC or its branch institutions shall make a decision
of administrative licensing within 20 days from the day when it accepts the administrative licensing application. If it is unable
to make a decision within 20 days, it may be extended for 10 days upon approval of the president (director) or deputy president (director)
of the bank, and the reasons for extension shall be informed to the applicant. However, if it is otherwise prescribed in laws or
administrative regulations, the latter shall prevail.

Article 29

Where an administrative licensing shall be subject to the examination of an inferior institution of the PBC before it is submitted
to its superior institution for decision, the inferior institution shall complete the examination within 20 days after it accepts
the application, and shall submit the preliminary examination opinions and application materials to the superior institution.

The superior institution shall decide whether or not to approval the administrative licensing within 20 days after it receives the
application materials and the preliminary examination opinions submitted by the inferior institution.

However, if it is otherwise prescribed in laws or administrative regulations, the latter shall prevail.

Article 30

Where the PBC or its branch institution makes a decision of administrative licensing and it is necessary for them to hold a hearing
pursuant to law, the time for hearing shall not be included in the time limit as provided in this Section; and it shall inform the
applicant of the hearing time in written form.

Article 31

The PBC or its branch institutions shall serve the notice of acceptance, rejection, dismissal or demand to make supplements or corrections
to the application materials to the party concerned within 5 days after it receives the application materials, except that the notice
shall be made in time.

Article 32

Where the PBC or its branch institution decides to approve the administrative licensing, it shall, serve a written decision of approval
of the administrative licensing or an administrative license to the applicant within 10 days after it makes a decision.

Where the PBC or its branch institution decides to disapprove an administrative license, it shall serve a written decision of disapproval
of the administrative license to the applicant within 10 days after it makes a decision.

The PBC or its branch institution shall, under relevant provisions of the Civil Procedural Law, determine the way of serving the administrative
license or decision as mentioned in the preceding Paragraphs.

Section 4 Hearing

Article 33

For matters that are subject to hearing as prescribed in any law, regulation or rule of the PBC on the implementation of administrative
licensing, other administrative licensing matters of great importance to the public interests that the PBC or its branch institution
considers it necessary to hold a hearing, the PBC or its branch institution shall announce them to the general public and hold a
hearing of witnesses.

Article 34

Where an administrative license directly relates to the important interests between the applicant and others the functional department
undertaking the administrative licensing items shall inform the applicant and the interested party of the right to request a hearing
of witnesses before the PBC or its branch institution makes a decision of administrative licensing. Where the applicant or the interested
party files an application for hearing of witnesses within 5 days after he (it) is informed of the aforesaid right, the PBC or its
branch institutions shall organize a hearing within 20 days.

The applicant or the interested party shall not pay the expenses of organizing the hearing by the PBC or its branch institutions.

Article 35

The hearing shall be organized by following the procedures below:

(1)

The functional department responsible for undertaking administrative licensing items of the PBC or its branch institutions shall,
not later than 7 days before the hearing is held, inform the applicant and the interested party of the date and place of hearing,
or make an announcement if necessary.

(2)

The hearing shall be held openly.

(3)

The hearing shall be presided by a person working in the legal affairs department of the PBC or its branch institutions or by a person
working in a department other than the one undertaking the administrative licensing items as designated by the president (director)
or deputy president (deputy director) of the bank;

Where the applicant or the interested party believes that the presiding hearer is of direct interests to the administrative licensing
item, he (it) shall be enpost_titled to apply for the withdrawal of the presiding hearer. Whether the presiding hearer should withdraw
or not shall be decided by the president (director) or executive deputy president (deputy director) of this bank.

(4)

In the course of hearing, the functional department undertaking the administrative licensing items shall provide the proofs or reasons
for making the examination opinions. The applicant and the interested party may advance proofs and make arguments and cross-examination.

(5)

The presiding hearer shall designate a special person to put down things about the hearing in writing. The notes shall include the
hearing date, place, attendees, matters and opinions of the parties concerned.

The notes of hearing shall be confirmed and bear the signature or seal of the parties concerned. If any party concerned refuses to
do so, the circumstance shall be noted down and be testified by other attendees with their signatures or seals.

(6)

After the end of the hearing, the presiding hearer shall hand the hearing notes and the proofs obtained in the hearing to the functional
department undertaking the administrative licensing items which shall make a decision of approval or disapproval of administrative
licensing according to the hearing notes and handle the administrative license application in accordance with Articles 22 and 23
of the present Measures.

Section 5 Modification and Extension

Article 36

Where a licensee requests for modifying the administrative licensing items, he shall file an application to the PBC or any of its
branch institution that has made decision on the administrative licensing. If it meets the statutory conditions and standards, the
PBC or its branch institutions shall go through the modification procedures in accordance with law.

Article 37

Where a licensee needs to extend the period of validity of the administrative license, he shall file an application with the PBC or
its branch institution that has made decision on the administrative licensing 30 days prior to the expiry of the period of validity
of this administrative license. However, if it is otherwise prescribed in any law, regulation or rule, the latter shall prevail.

The PBC or its branch institutions shall, in light of the application filed by a licensee, decide whether or not to approve the extension
prior to the expiry of the period of validity of this administrative license; if it fails to make a decision within the time limit,
it shall be deemed that the extension has been approved.

Chapter IV Costs of Administrative Licensing

Article 38

When implementing the administrative licensing and conducting supervision and inspection on the licensing items, the PBC and its branch
institutions shall not charge any expense for that. However, if it is otherwise prescribed in any law or administrative regulation,
the latter shall prevail.

When offering a format text of the application form of administrative licensing, the PBC and its branch institutions shall not charge
anything for that.

Article 39

Where the PBC and its branch institutions charge fees in accordance with the laws and administrative regulations in the implementation
of administrative licensing, they shall do so pursuant to the announced statutory items and standards. They shall uniformly combine
the fees collected into an account and turn them over to the state treasury entirely. No one may retain, misappropriate, privately
divide or privately divide in a disguised form the aforesaid fees.

Chapter V Supervision and Inspection

Article 40

The functional department undertaking the administrative licensing items of the PBC or its branch institutions shall record the administrative
licensing items basis, examination opinions, handling results and time limits handled by it and shall send a copy to its legal affairs
department each quarter.

Article 41

The person in charge of the functional department undertaking the administrative licensing items of the PBC or its branch institutions
shall irregularly inspect the administrative licensing matters handled by the department at least twice a year.

The legal affairs department of the PBC or its branch institutions shall supervise and inspect the administrative licensing matters
handled by this bank. If it finds any problem in the inspection, it shall demand the undertaking department to make corrections in
time and shall report it to the president (director) or executive deputy president (deputy director) of this bank.

Article 42

The legal affairs department of a branch institution of the PBC shall make annual analysis of the information on the implementation
of administrative licensing within its jurisdictional area and shall submit a report to the superior legal affairs department. The
report shall cover the administrative licensing categories, quantity, results (including approval or disapproval of administrative
licensing), records, supervision and inspection, existing problems proposals and etc..

Article 43

The functional department undertaking the administrative licensing items of the inferior institution of the PBC shall report and submit
the information on the implementation of administrative licensing to the like functional department of the superior institution for
archival purposes.

The superior institution shall conduct supervision and inspection over the implementation of administrative licensing by the inferior
institutions and shall rectify the illegal actions thereof.

Article 44

The PBC and its branch institutions shall establish a sound system to supervise the licensees’ activities under administrative licensing,
and shall perform its supervisory responsibilities by verifying and reflecting the relevant materials that display the information
on licensees’ activities under administrative licensing.

When the PBC or anyone of its branch institution conducts supervision and inspection over a licensee’s activities under administrative
licensing according to law, it may consult or demand the licensee to report and submit relevant materials pursuant to the law. The
licensee shall faithfully offer pertinent information and materials.

The functional department undertaking the administrative licensing items of the PBC or its branch institutions shall note down the
information on the supervision and inspection and the handling result and shall transfer the notes to the archival department with
the signatures of the supervisors or inspectors.

The general public shall be enpost_titled to consult the supervisory and inspecting notes as mentioned in the preceding paragraph.

Article 45

When conducting supervision or inspection, the PBC or its branch institutions shall not hamper normal business activities of the licensee.

Article 46

Where a licensee conducts an activity in violation of the matters under administrative licensing in a area outside the jurisdiction
of the branch institution of the PBC that has made the approval decision of administrative licensing, the branch institution of the
PBC located in the area where the illegal activity is conducted shall send a copy of the illegal facts and punishments to the branch
institution of the PBC that has made the decision of approval of administrative licensing in accordance with the law.

Article 47

Where any individual or organization discovers any activity in violation of the matters under administrative licensing, it shall be
enpost_titled to inform the PBC or its branch institutions which shall verify and deal with such activity in time.

Article 48

The PBC or its branch institutions may, in light of its functions and powers or the request of the interested party, cancel decisions
of administrative licensing made by this bank or its inferior institutions:

(1)

The functionary of the PBC or anyone of its branch institution makes a decision of administrative licensing by abusing their authorities
or neglecting thei

DETAILED RULES FOR IMPLEMENTATION OF IMPORT TARIFF QUOTA OF WOOL AND WOOL TOPS IN 2005

Ministry of Commerce

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

No. 61

Detailed Rules for Implementation of Import Tariff Quota of Wool and Wool Tops in 2005 were formulated in accordance with Interim
Measures on Management of Import Tariff Quota of Agricultural Products (Decree No. 4, 2003 of Ministry of Commerce and State Development
and Reform Commission) and are hereby announced.

Ministry of Commerce

September 29, 2004

Detailed Rules for Implementation of Import Tariff Quota of Wool and Wool Tops in 2005

Article 1

For the purposes of managing import tariff quota of wool and wool tops the present rules are formulated in accordance with Interim
Measures on Management of Import Tariff Quota of Agricultural Products (Decree No. 4, 2003 of Ministry of Commerce and State Development
and Reform Commission).

Article 2

Import tariff quota of wool in 2005 is 287 thousand ton and that of wool tops is 80 thousand ton.

Article 3

All wool and wool tops imported in the mode of trade are brought into management of import tariff quota.

Article 4

The allocation of wool and wool tops in 2005 is carried out in order of arrival. The applicants should apply for import tariff quota
of wool or wool tops by import contract of wool or wool tops, or by Processing Trade Approval Certificate and related materials.
Ministry of Commerce should, through the authorized organs, distribute Import Tariff Quota Certificate of Agricultural Products for
the applicants who meet the requirements in the principle of first coming, first serving. When the accumulated quantity allotted
totals tariff quota of 2005, the application will not be accepted.

Article 5

Application Requirements

The applicants should register in industrial and commercial administrations for the record before January 1, 2005 and pass annual
examination of industrial and commercial administration;

No record of violation of import provisions in terms of customs, industry and commerce; taxation, quality inspection and foreign exchange;
and

No violation of Interim Measures on Management of Import Tariff Quota of Agricultural Products and Rules for Implementation of Import
Tariff Quota of Wool and Wool Tops in 2004 issued by Ministry of Commerce and State Development and Reform Commission.

Article 6

Quota applicants should submit their applications to authorization organs authorized by Ministry of Commerce in the enterprises’ registration
area in the principle of possession management by import contract of wool and wool tops (processing enterprises should also provide
Approval Certificate of Processing Trade). The applicants should fill in Application Form of Import Tariff Quota of Wool and Wool
tops (see Appendix) and provide above related materials.

Article 7

Quota applicants may obtain Application Form of Import Tariff Quota of Wool and Wool tops in the organs authorized by Ministry of
Commerce or download (copy) it from https://www.mofcom.gov.cn/.

Article 8

Quota applicants may apply for tariff quota repeatedly in Gregorian calendar annual year, but must abide by:

The applicants may apply for 300 ton wool or wool tops if they have real achievements in import of wool or wool tops in 2004, their
accumulated applied quantity of quota (excluding the import of processing trade, the same below) does not exceed the actual import
quantity of 2004 (calculated according to the accumulated quantity in Import Tariff Quota Certificate of Agricultural Products sealed
by the customs and received by original certificate-issuing organs), among them the actual import quantity in 2004 is less than 300
ton; and

As for the applicants who have no real import achievements in 2004, their accumulated applied quantity before September 30, 2005 should
not exceed 300 ton.

Article 9

After September 30 the end-users who obtained quota may keep on applying for import quota if they fulfill the import quantity stipulated
in Article 8 (calculated according to the accumulated quantity in Import Tariff Quota Certificate of Agricultural Products sealed
by the customs and received by the original certificate-issuing organs).

Article 10

If the application satisfies the provisions of Article 5 , 8 and 9, the organs authorized by the Ministry of Commerce should make
a report through computer internet system of the Ministry of Commerce, and at the same time fax the enterprises’ application form
to the Ministry of Commerce after examining it and signing name on it. The order of the application should base on the network terminal
show managed by the Ministry of Commerce.

Article 11

Ministry of Commerce should inform the examination result to the authorization organs within 5 working days after the receipt of the
application and written fax through network.

Article 12

The organs authorized by Ministry of Commerce should distribute Import Tariff Quota Certificate of Agricultural Products to end-users
in accordance with the quantity approved by Ministry of Commerce within 5 working days after the receipt of approval notification.

Article 13

Import Tariff Quota Certificate of Agricultural Products is valid within 6 months as of the issuing day, but the time of efficacy
must not exceed December 31, 2005. The time of efficacy of Import Tariff Quota of Agricultural Products for processing trade must
not exceed the closing date of selling in return of finished export products as stipulated in Approval Certificate for Business of
Processing Trade.

Article 14

If the goods are shipped from the starting port before December 31, 2005 and arrive in the next year, the end-user needs to apply
for extension to the original certificate-issuing organ with shipping document. The date may not extend the end of February 2006.
If the goods belong to processing trade and the import of them have not been fulfilled or the import of all goods have not been fulfilled,
the end-user may obtain Import Tariff Quota Certificate of Agricultural Products of the next annual year for un-imported goods by
original Tariff Quota Certificate. But the period of validity in newly obtained Quota Certificate must not exceed the closing date
of selling in return of finished export products in original Approval Certificate for Business of Processing Trade.

Article 15

If the business of processing trade has any change or extension, a new Import Tariff Quota of Agricultural Certificate should be obtained
from original issuing organs on the strength of Change Certification of Approval Certificate of Processing Trade and Import Tariff
Quota of Agricultural Products. The period of validity may not exceed the time changed or limited in Change Certificate of Approval
Certificate of Processing Trade.

Article 16

If the end-users do not use Tariff Quota within the period of validity fixed in the Quota Certificate, they should return the original
Quota Certificate to the original certificate-issuing organ. Ministry of Commerce will recall the quota listed in Quota Certificate
and bring them into the tariff quota surplus volume of wool or wool tops.

Article 17

Anyone who forges a contract or materials to defraud Import Tariff Quota Certificate of Agricultural Products should be punished in
accordance with related provisions in Interim Measures for Administration of Import Tariff Quota of Agricultural Products.

Article 18

The end-users should submit the first page of Import Tariff Quota Certificate of Agricultural Products sealed by the customs (the
page with which the consignees go through the customs formalities) to the original certificate-issuing organ within 20 working days
after going through the customs formalities.

Article 19

The interpretation of the present Rules shall be vested in the Ministry of Commerce.

Appendix: Application Form of Import Tariff Quota of Wool or Wool Tops(omitted).

Ministry of Commerce
2004-09-29

DETAILED RULES FOR THE IMPLEMENTATION OF THE MEASURES FOR THE ADMINISTRATION OF FINANCIAL INSTITUTIONS’ REPORT OF LARGE-VALUE AND SUSPICIOUS FOREIGN EXCHANGE TRANSACTIONS

the State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Issuing the Detailed Rules for the Implementation of the Measures for
the Administration of Financial Institutions’ Report of Large-Value and Suspicious Foreign Exchange Transactions

Huifa [2004] No. 100

Oct 12, 2004

The branches or foreign exchange management departments of the State Administration (hereafter referred to as “SAFE”) of foreign exchange
of all provinces, autonomous regions and municipalities directly under the Central Government, the SAFE’s branches in Shenzhen, Dalian,
Qingdao, Xiamen and Ningbo, the Industrial and Commercial Bank of China, the Agriculture Bank of China, the Bank of China, China
Construction Bank, the Bank of Communications, China Development Bank, the Export-Import Bank of China, the Agricultural Development
Bank of China, CITIC Industrial Bank, China Everbright Bank, Huaxia Bank, Guangdong Development Bank, Shenzhen Development Bank Co.,
Ltd., China Merchant Bank, Xingye Bank, Shanghai Pudong Development Bank, China Minsheng Banking Corp., Ltd. and China Zheshang Bank:

With the view of standardizing the reporting act of financial institutions of large-value and suspicious foreign exchange transactions,
making better-defined the laws and regulations on and strengthening the work of anti-money laundering in the foreign exchange sector,
the Detailed Rules for the Implementation of Measures for the Administration of Report of Financial Institutions of Large-value and
Suspicious Foreign Exchange Transactions (hereinafter referred to as the “Detailed Rules for Implementation”, for which see the Attachment),
as formulated by the State Administration of Foreign Exchange according to the Law of the People’s Republic of China on the People’s
Bank of China, Provisions Concerning the Anti-money Laundering Practices by Financial Institutions and the Measures for the Administration
of Financial Institutions’ Report of Large-Value and Suspicious Foreign Exchange Transactions, are hereby issued to you with the
relevant matters clarified as follows:

Every financial institution shall, pursuant to the Measures for the Administration of Financial Institutions’ Report of Large-Value
and Suspicious Foreign Exchange Transactions, the Detailed Rules for Implementation and the plans and standards promulgated by SAFE
for the collection of data relating to large-value and suspicious foreign exchange transactions, report to SAFE and its branch and
sub-branch offices timely and accurately of the large-value and suspicious foreign exchange transactions and further improve the
work of reporting large-value and suspicious foreign exchange transactions.

Every SAFE branch or sub-branch office shall strengthen their contact and communication with financial institutions and enhance their
guidance in, supervision and control on the anti-money laundering work of financial institutions.

Upon receipt of this Circular, every SAFE branch (department of foreign exchange control) shall, promptly transmit it to the sub-branches
and banks under its jurisdiction; the head office of every Chinese-funded foreign exchange bank shall promptly transmit it to its
subordinate branches. Any problem arisen during the implementation of this Circular shall be promptly submitted to the inspection
department of SAFE.

Contact person: Lu Zheng

Phone: 010-68402106

Detailed Rules for the Implementation of the Measures for the Administration of Financial Institutions’ Report of Large-value and
Suspicious Foreign Exchange Transactions

Chapter I General Provisions

Article 1

In order to standard the reporting by financial institutions of large-value and suspicious foreign exchange transactions, perfect
the anti-money laundering work in the foreign exchange field, the Detailed Rules for Implementation are formulated according to the
Law of the People’s Republic of China on the People’s Bank of China, the Provisions Concerning the Anti-money Laundering Practices
by Financial Institutions and the Measures for the Administration of Financial Institutions’ Report of Large-value and Suspicious
Foreign Exchange Transactions (hereinafter referred to as the “Measures for Administration”) .

Article 2

The SAFE and its branch and sub-branch offices (hereinafter referred to as the “AFE”) shall be responsible for the inspection, supervision
and administration of the implementation of the Measures for Administration by financial institutions, itemize, filtrate, identify
and analyze information relating to large-value and suspicious foreign exchange transactions reported by financial institutions,
make investigations and punishments on any act in violation of any provision concerning foreign exchange control by following the
tracks of and verifying the information of suspicious foreign exchange transactions, hand over the information and clues of any suspected
money laundering or any other crime to the authority for public security or other law enforcement organs, and keep away and crack
down on money laundering and other illegal acts cooperating with other supervisory, law enforcement and judicial organs.

Article 3

Every financial institution shall strictly comply with the provisions concerning anti-money laundering and conscientiously perform
its duty of anti-money laundering.

Every financial institution shall establish and perfect an internal anti-money laundering control system, set up a special operating
department for anti-money laundering or designate an existing department to be responsible for the anti-money laundering work with
appointment of a special person in charge.

Every financial institution shall follow out the principle of “having good knowledge of your customers”, comply with the relevant
provisions on using the real name for opening an individual deposit account and, when developing business relations with its customers
and handling the foreign exchange business, get a good grasp of its customers’ identities and daily operation conditions and other
credit standing circumstances and identify its customers.

Every financial institution shall identify and verify the information related to large-value and suspicious foreign exchange transactions
and promptly report it to the AFE.

Every financial institution shall keep for at least five years the records made during the performance of anti-money laundering.

Every financial institution shall abide by the secret-keeping system and may not disclose to any entity or individual any information
of large-value or suspicious foreign exchange transaction or information of any of its customers enquired, verified or investigated,
unless otherwise provided for by the state.

Every financial institution shall assist and cooperate with the AFE, other supervisory, law enforcement and judicial organs in anti-money
laundering practices.

Chapter II Substance of and Standards for Reporting Large-value and Suspicious Foreign Exchange Transactions

Article 4

Every financial institution shall report the foreign exchange transactions prescribed in Article 8 of the Measures for Administration
in both paper and electronic forms on a monthly basis.

Every financial institution shall report the foreign exchange transactions prescribed under Article 9 , Articles 10 (1), (2), (3),
(4), (5), (6), (7), (8), (9), (10), (11), (12), (19) and (20), Article 12 (3) and Articles 13 (3), (8), (9) and (23) of the Measures
for Administration in both paper and electronic forms on a monthly basis.

Article 5

Every financial institution shall promptly report the foreign exchange transactions prescribed under Articles 10 (13), (14), (15),
16), (17) and (18), Articles 12 (1) and (2) and Articles 13 (1), (2), (4), (5), (6), (7), (10), (11), (12), (13), (14), (15), (16),
(17), (18), (19), (20), (21), (22) and (24) of the Measures for Administration in paper form.

Article 6

Large-value and suspicious foreign exchange transactions, made through an account (or bankcard) opened in a domestic financial institution,
shall be reported by the opening (issuing) bank; large-value and suspicious foreign exchange transactions, made through a bankcard
issued abroad, shall be submitted by the acquiring bank; large-value and suspicious foreign exchange transactions, made in any way
other than through a account (or bankcard), shall be reported by the operation-handling bank.

Article 7

When being reported of large-value and suspicious foreign exchange transactions, the accumulated amount of transactions prescribed
in the present Measures shall be calculated unilaterally based on the receipt or payment of funds.

When being reported of large-value and suspicious foreign exchange transactions, in the case of fund moving between foreign exchange
accounts, the relevant standards for non-cash transactions shall apply; and in the case of deposit or withdrawal of foreign exchange
cash into or from an account or any other cash transactions, the relevant standards for cash transactions shall apply.

Article 8

A large-value foreign exchange transaction referred to in Article 8 of the Measures for Administration means:

(1)

any single or multiple foreign exchange cash transactions made in a day by an enterprise or individual with an amount or an accumulated
amount of value equal to or more than of US$10,000;

(2)

any single or multiple non-cash foreign exchange transactions made in a day by an individual with an amount or an accumulated amount
of value equal to or more than US$100,000; or

(3)

any single or multiple non-cash foreign exchange transactions made in a day by an enterprise with an amount or an accumulated amount
of value equal to or more than US$500,000;

The large-value foreign exchange transactions, meeting any of the following requirements may not need to be reported:

(1)

upon the maturity of a time deposit, the principal or the principal together with all or part of the interest thereon is not directly
withdrawn or transferred but re-deposited into another account of the customer under the same name in the same financial institution;

(2)

the principal or the principal together with all or part of the interest thereon in a current account is transferred to a time deposit
in another account of the customer under the same name in the same financial institution;

(3)

the principal or the principal together with all or part of the interest thereon of a time deposit is transferred to a current account
opened by the same customer under the same name in the same financial institution;

(4)

any large-value conversion from one to another foreign currency during an foreign exchange transaction by an individual with a firm
offer;

(5)

any large-value foreign exchange transaction by any of the Party or state organs (including the state organs of power, administrative,
judicial and military organs) at various levels, the Chinese People’s Liberation Army and Armed Police Force, or the National Committee
of the CPPCC or CPPCC local committees, not including any enterprise or institution subordinate to any of them;

(6)

any large-value foreign exchange transaction under a re-loaning of any international financial organization or foreign government
loan;

(7)

any large-value debt swap transaction under a loan from any international financial organization or foreign government; and

(8)

other large-value foreign exchange transactions as may be provided by the SAFE.

Article 9

“In a large amount” as referred to in Articles 9, 10, 12 and 13 of the Measures for Administration means a single or multiple foreign
exchange transactions with an amount or an accumulated amount of value not less than:

(1)

in the case of foreign exchange cash transactions, the equivalent of $8,000;

(2)

in the case of non-cash foreign exchange transactions by an individual, the equivalent of $80,000; or

(3)

in the case of non-cash foreign exchange transactions by an enterprise, the equivalent of $480,000.

Article 10

“Mostly” as referred to in Articles 9 (9) and (10) of the Measures for Administration means being at least 50%.

Article 11

“Large amount of Renminbi cash” as referred to in Article 12 (3) of the Measures for Administration means Renminbi cash in an amount
of at least 20,000.

Article 12

“The annual remit of profit by an enterprise with foreign investment exceeding the amount of investment by a large margin or obviously
not in conformity with its business operation” as referred to in Article 10 (15) of the Measures for Administration means the case
where the annual accumulated remit of profit by the foreign party of an enterprise with foreign investment exceeding the amount of
investment already made by at least 50% or obviously not in line with its business operation.

Article 13

“Offsetting deposit or loan transaction with any affiliated or associated company of a financial institution located in a region with
serious problems of smuggling, narcotics trafficking or terrorist activities” as referred to in Article 10 (17) of the Measures
for Administration means any offsetting deposit or loan transaction between any financial institutions, enterprises or individuals
and any affiliated or associated companies of a financial institution located in a region with serious problems of smuggling, narcotics
trafficking or terrorist activities.

Article 14

“Disbursal from a foreign exchange account in an amount roughly equal to the amount of deposit made on the same or previous day” as
referred to in Article 12 (1) of the Measures for Administration means the amount withdrawn, settled, remitted or transferred from
a foreign exchange account roughly equal to the amount of cash deposit made on the same or previous day.

Article 15

“Any account holder depositing foreign exchange or Renminbi cash in many transactions in foreign currency savings accounts of others
and receiving at the same time Renminbi or foreign exchange of the equivalent amount” as referred to in Article 12 (2) of the Measures
for Administration means the case where the savings or balance accounts of both of the transacting parties respectively have a foreign
exchange and Renminbi receipt, that is, when a party deposits foreign exchange in the savings or balance account of another person,
he receives Renminbi in the equivalent amount through his savings or balance account, and vice versa.

Article 16

“Any enterprise group making any internal foreign exchange fund transfer exceeding the volume of its actual business operation” as
referred to in Article 13 (5) of the Measures for Administration means any foreign exchange transaction that is not commensurate
with the actual demand of business between enterprises within an enterprise group or between the enterprise group and associated
companies.

Article 17

“Any enterprise knowingly conducting loss-making sale or purchase of foreign exchange” as referred to in Article 13 (15) of the Measures
for Administration means the case where an enterprise knows that the existing condition is unfavorable for the transaction to be
made but still makes purchase or sale of foreign exchange without sound reasons.

Article 18

“Any foreign exchange transaction being suspected on reasonable grounds by the staff of the bank or other financial institutions”
as referred to in Article 13 (24) of the Measures for Administration means any cash or non-cash foreign exchange transaction as
discovered and inferred to be likely related with any money laundering activity or other like crimes by a staff member of a financial
institution with due care and prudence in identifying the transaction and customer when handling the financial business.

Chapter III Procedures for Financial Institutions’ Report of Large-Value and Suspicious Foreign Exchange Transactions

Article 19

When reporting large-value and suspicious foreign exchange transactions, financial institutions shall accurately fill out the report
forms in strict accordance with the format specified by SAFE and submit them to AFE after verification and auditing.

Article 20

As to the large-value foreign exchange transactions according with the first paragraph of Article 4 of the present Detailed Rules
for Implementation, financial institutions shall fill out and submit a “Monthly Report Form of Large-Value Foreign Exchange Transactions
by Enterprises” (hereinafter referred to as the “Form I”) or a “Monthly Report Form of Large-Value Foreign Exchange Transactions
by Resident and Non-Resident Individuals” (hereinafter referred to as the “Form II”).

As to the suspicious foreign exchange transactions according with the second paragraph of Article 4 of the present Detailed Rules
for Implementation, financial institutions shall fill out and submit a “Monthly Report Form of Suspicious Foreign Exchange Transactions”
(hereinafter referred to as the “Form III”) on the monthly basis.

As to the suspicious foreign exchange transactions according with Article 5 of the present Detailed Rules for Implementation, financial
institutions shall promptly fill out and submit a “Report Form of Suspicious Foreign Exchange Transactions Identified by Financial
Institutions” (hereinafter referred to as the “Form IV”) or a (Report) Form for the Handing-over of Cases of (Clues to) Suspected
Money Laundering Activities in the Foreign Exchange Field (See Attachment 1) with the relevant materials attached.

Article 21

Every branch office of financial institutions shall, within the first five working days of each month, itemize the information of
large-value and suspicious foreign exchange transactions that have occurred in the preceding month by filling out Forms I, II and
III, and submit these forms through its superior office to the principal reporting unit and to the local AFE in both paper and electronic
forms.

The head office of every financial institution shall, within the first five working days of each month, itemize the information of
large-value and suspicious foreign exchange transactions that have occurred within the head office in the preceding month by filling
out Forms I, II and III and submit these forms to the local AFE in both paper and electronic forms.

Article 22

Every principal reporting unit shall, within the first 15 days of each month, itemize the information of large-value and suspicious
foreign exchange transactions that have taken place in the head office in the preceding month by filling out Forms I, II and III
and submit these forms to its head office and to the SAFE branch or the department for foreign exchange control of the province,
autonomous region or municipality directly under the Central Government where it is located in both paper and electronic forms.

Article 23

The head office of every financial institution shall, within the first 20 days of each month, itemize the information of large-value
and suspicious foreign exchange transactions that have taken place within its jurisdiction in the preceding month by filling out
Forms I, II and III and submit these forms to the SAFE in electronic form.

Article 24

Every financial institution shall examine the suspicious foreign exchange transactions according with Article 5 of the present Detailed
Rules for Implementation and, in the case of discovery of any suspected money laundering activity, fill out Form IV and submit it
to the local AFE attached with the relevant materials within three working days from the discovery.

Article 25

Where any financial institution discovers a crime of (clue to) suspected money laundering, it shall, within three working days from
the discovery, fill out a (Report) Form for the Handing over of Cases of (Clues to) Suspected Money Laundering Activities in the
Foreign Exchange Field and hand it over to the public security department attached with the relevant materials and submit a copy
of the Form to the local AFE.

Article 26

Financial institutions may computerize the collection of reporting data concerning large-value foreign exchange transactions and suspicious
foreign exchange transactions that can be quantitatively described, provided that:

(1)

the integrity, standardization and reality of the information be ensured;

(2)

the data originate from the accounting data and other core business data in the original database of the financial institution; and

(3)

the quantification indicators and interface specification as issued by the SAFE be abided by.

Chapter IV The Gathering, Filtering, Identification, Analysis, Investigation, Verification and Treatment by the AFE of Reporting Data
Concerning Large-Value and Suspicious Foreign Exchange Transactions

Article 27

The AFE shall, pursuant to the specified procedure, examine the standardization of the reporting forms submitted by financial institutions,
and if any reporting form fails to meet the requirement for standardization, charge the financial institution concerned to promptly
fill out and submit another proper reporting form.

The branch or the foreign exchange control department of SAFE of every province, autonomous region or municipality directly under
the Central Government shall respectively itemize Forms I, II and III that meet the requirement for standardization and submit the
itemized materials to the SAFE before the 20th every month.

After receiving Forms IV and (Report) Forms for the Handing-over of Cases of (Clues to) Suspected Money Laundering Activities in the
Foreign Exchange Field as submitted by financial institutions, every SAFE sub-branch shall submit them through its superior office
to the SAFE branch or foreign exchange control department of the province, autonomous region or municipality directly under the Central
Government which shall make a prompt itemization and submit the itemized materials to the SAFE.

Article 28

The AFE shall promptly input into its database and itemize, filter, identify, analyze and verify the electronic data that meets the
requirement for standardization and submit analysis reports (monthly and quarterly) to its superior office based on the relevant
provisions.

Article 29

Where the superior office of an AFE hands over any information on suspicious foreign exchange transactions for verification to the
inferior office, the superior office shall fill out a Sheet for the Handing-over of Information on Large-value and Suspicious Foreign
Exchange Transactions Involved in Cases (See Attachment 2). The inferior office shall promptly make such verification and report
the verification and treatment result to the superior office within a specified time limit.

Article 30

Where any assistance of another SAFE branch or sub-branch is required for verification of the information on foreign exchange transactions,
the requesting branch or sub-branch shall fill out a Letter Requesting Assistance for Verification of Large-value and Suspicious
Foreign Exchange Transactions (See Attachment 3), and the requested branch or sub-branch shall promptly make such verification and
notify the requesting branch or sub-branch of the result of the verification.

Article 31

Where any assistance of a financial institution is required for verification of the information on foreign exchange transactions,
the requesting AFE shall fill out a Notice of Out-of-spot Verification of Large-value and Suspicious Foreign Exchange Transactions
(See Attachment 4). The requested financial institution shall provide such assistance as requested and notify the requesting AFE
of the verification result.

Article 32

In cast the AFE discovers any suspected crime of (clue to) money laundering, it shall hand over the case or clue to the public security
department according to the Provisions Concerning the Cooperation Between the Public Security Department and the State Administration
of Foreign Exchange in Anti-money Laundering Practices in the Foreign Exchange Field; in the case of discovery of any other suspected
offence (clue), it shall hand the case (clue) over to the relevant law enforcement organ according to the Operating Rules for Handing
over Cases.

Article 33

The AFE shall severely deal with, according to law, suspected violations of the provisions on foreign exchange control discovered
during the verification.

The SAFE branch or foreign exchange control department of every province, autonomous region or municipality directly under the Central
Government shall, on a monthly basis, submit to the SAFE a report on the following work conducted by itself and the SAFEs subordinate
to it by making use of the reporting information of large-value and suspicious foreign exchange transactions:

(1)

discovering clues to suspected crimes and handing over the cases to the public security department;

(2)

providing assistance to the judicial and other law enforcement organs;

(3)

discovering and dealing with suspected violations of the provisions on the foreign exchange control.

Chapter V Legal Responsibility

Article 34

Where any financial institution fails to report any large-value or suspicious foreign exchange transaction or fails to do so timely
, it shall be given a warning and a fine of 50,000 up to 300,000 yuan by the AFE pursuant to Article 25 of the Measures for Punishment
of Illegal Financial Activities.

Article 35

Where any financial institution opens an foreign exchange account for an enterprise without examining the customer information or
without requiring all of the necessary customer information according to the relevant provisions, it shall be charged to make corrections
and cancel the foreign exchange account, condemned publicly and given a fine of 50,000 up to 300,000 yuan by the AFE pursuant to
Article 47 of the Regulations of the People’s Republic of China on Foreign Exchange Control.

Article 36

Where any financial institution is involved in any of the following circumstances, it shall be charged to make corrections, condemned
publicly and given a fine of 50,000 up to 300,000 yuan by the AFE pursuant to Article 49 of the Regulations of the People’s Republic
of China on Foreign Exchange Control:

(1)

failing to provide assistance to the AFE by making out-of-spot verification of anti-money laundering information;

(2)

failing to provide assistance to the AFE by making spot verification of anti-money laundering information;

(3)

failing to establish an internal anti-money laundering control system according to relevant provisions; and

(4)

failing to be cooperative in the inspection and supervision by the AFE over the anti-laundering work.

Article 37

Where any financial institution is involved in any of the following circumstances, it shall be charged to make corrections and given
a warning and may be given a fine of 10,000 up to 30,000 yuan pursuant to Article 17 of the Measures:

(1)

failing to submit integrated report of large-value and suspicious foreign exchange transactions according to the relevant provisions;

(2)

failing to accurately report information of large-value and suspicious foreign exchange transactions according to the relevant provisions;

(3)

failing to keep records of large-value and suspicious foreign exchange transactions and the relevant materials according to the relevant
provisions; and

(4)

violating the relevant provisions by disclosing the information of any large-value and suspicious foreign exchange transactions or
of any of its customers being enquired, verified or investigated.

Article 38

Where any financial institution opens a foreign exchange account for any individual without examining the customer information or
without requiring all of the necessary customer information according to the relevant provisions, it shall be charged to make corrections
and given a warning and may be given a fine of 1,000 up to 5,000 yuan by the AFE pursuant to Article 18 of the Measures for Administration.

Article 39

Where any financial institution violates any of the anti-money laundering provisions when handling foreign exchange business and causes
heavy losses as a result, the AFE shall suspend or cease part or all of its foreign exchange settlement and sales business pursuant
to Article 19 of the Measures for Administration, and may suggest other financial supervisory authorities to suspend or cease other
foreign exchange business of the financial institution.

Article 40

Where any staff member of a financial institution violates the relevant provisions and provides assistance in money-laundering activities,
he shall be given a disciplinary punishment in accordance with Article 20 of the Measures for Administration; if a crime is constituted,
he shall be transferred to the judicial organ to be investigated for criminal responsibility.

Chapter VI Supplementary Provisions

Article 41

The “Principal reporting unit” means tier-one branches located in capitals of provinces and autonomous regions and in municipalities
directly under the Central Government of a financial institution, or special offices designated by a financial institution to collect,
itemize and report to the SAFE branch or foreign exchange control department of the province, autonomous region or municipality directly
under the Central Government large-value and suspicious foreign exchange transactions that have taken place in all branch and sub-branch
offices in such region.

Article 42

The provisions of the Measures for Administration and the present Detailed Rules for Implementation concerning the reporting of large-value
and suspicious foreign exchange transactions by enterprises shall be applicable to the reporting of large-value and suspicious foreign
exchange transactions by any domestic institution such as a state organ, social organization or army unit, any overseas institution
that opens an account within a domestic financial institution and makes exchange, receives and pays foreign exchange through such
account, and any overseas institution that handles foreign exchange business through a domestic financial institution without having
an account therewith.

Article 43

The power to interpret the present Detailed Rules for Implementation shall remain with the SAFE.

Article 44

The present Detailed Rules for Implementation shall come into force as of the date of promulgation.

Attachment 1 (Report) Form for the Handing-over of Cases of (Clues to) Suspected Money Laundering Activities in the Foreign Exchange
Field (omitted)

Attachment 2 Sheet for the Handing-over of Information on Large-value and Suspicious Foreign Exchange Transactions Involved in Cases
(omitted)

Attachment 3 Letter Requesting Assistance for Verification of Large-value and Suspicious Foreign Exchange Transactions (omitted)

Attachment 4 Notice of Out-of-spot Verification of Large-value and Suspicious Foreign Exchange Transactions (omitted)

the State Administration of Foreign Exchange
2004-10-12

NOTICE OF THE MINISTRY OF COMMERCE AND THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING UNDERTAKING FINANCING LEASE BUSINESS

the Ministry of Commerce, the State Administration of Taxation

Notice of the Ministry of Commerce and the State Administration of Taxation on Relevant Issues concerning Undertaking Financing Lease
Business

Shang Jian Fa [2004] No.560

The competent departments of commerce of all the provinces, autonomous regions, municipalities directly under the Central Government
and cities directly under state planning, the state administration of taxation and the local administrations of taxation,

For the purpose of further bringing into play the role of leasing industry in the expansion of domestic demand and promotion of economic
development, and supporting the rapid and healthy development of leasing industry, the following notice are formulated hereby on
the relevant issues concerning the carrying out of financing lease business:

According to the provisions of the Ministry of Commerce on the “Three Fixings” (fixing the function, fixing the institution and fixing
the size of staff) issued by the General Office of the State Council, the relevant functions of the former State Economic and Trade
Commission and the former Ministry of Foreign Trade and Economic Cooperation on administering leasing industry and foreign-funded
leasing companies shall come under the administration of the Ministry of Commerce. In the future, all the administrative functions
of the former State Economic and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation referred to in the Notice
of the Ministry of Finance and the State Administration of Taxation on Several Policy Issues on Business Tax, shall be burdened by
the Ministry of Commerce.

II.

The relevant provisions of the Ministry of Commerce shall be continuously followed for the work of market access of and industry supervision
over foreign-funded leasing companies.

III.

The Ministry of Commerce will carry out the experimental work for undertaking financing lease business in Chinese-funded leasing enterprises.
The competent departments of commerce of all the provinces, autonomous regions, municipalities directly under the Central Government
and cities directly under state planning may recommend one or two enterprises which undertake the leasing business of various advanced
or applicable equipments used in production, communications, medical treatment, environmental protection, scientific and research
and etc., and engineering machinery and traffic conveyances (including airplane, steamships, automobiles and etc.) to take part in
the experimental work in the light of the actuality of development of leasing industry in their own regions. The recommended enterprises
shall be brought into the scope of financing lease experiment after being confirmed jointly by the Ministry of Commerce and the State
Administration of Taxation.

IV.

A pilot enterprise which undertakes financing lease business (hereinafter referred to as the financing lease pilot enterprise) shall
have the following qualifications concurrently:

The minimum registered capital of any Chinese-funded leasing enterprise that was established before or on August 31st, 2001 shall
reach RMB 40 million Yuan. The minimum registered capital of any Chinese-funded leasing enterprise that was established during the
period of September 1st, 2001 to December 31st, 2003 shall reach RMB 170 million Yuan;

It has a perfect internal management system and a perfect risk control system;

It has corresponding professionals in aspects of finance, trade, law, accounting and etc.; and the senior managers shall have experiences
in leasing industry for not less than three years;

It has good business achievements in the past two years and has no records of violation of laws and regulations;

It has the industry background relating to its undertaking of financing lease product; and

Other qualifications as prescribed by laws and regulations.

Besides the recommendation letter, the financing lease pilot enterprise recommended by the competent department of commerce at the
provincial level shall submit the following documents:

the application of the enterprise for undertaking financing lease business and the feasibility study report;

the duplicate (or photocopy) of the business license;

articles of association of the company, documents of internal management system and risk control system of the enterprise;

financial statements in the past three years issued by a qualified accountant firm;

certificate proving that it has no records of violation of laws and regulation in the past two years; and

the name list and qualification certificates of senior management personnel.

VI.

The financing lease companies as listed in Articles 2 and 3 of the present Notice (that is the Chinese-funded financing lease pilot
enterprises, the foreign-funded financing lease companies) may enjoy the business tax policies on financing lease business in accordance
with the provisions of the Notice of the Ministry of Finance and the State Administration of Taxation on Several Policy Issues concerning
Business Tax (No. 16 [2003] of the Ministry of Finance).

VII.

A financing lease company shall pay all kinds of taxes in time strictly according to the relevant provisions of the state. If it violates
the tax laws and regulations of the state or evades tax money, the tax organ shall give it a punishment according to the Law of the
People’s Republic of China on the Administration of Tax Collection and the relevant provisions of tax laws and regulations, and shall
cancel the financing lease tax policy implemented to the enterprise at the same time.

When any financing lease company purchases any equipment from its affiliated production enterprises, the settlement price of the relevant
equipment shall be not lower than the price sold to any third party (or the price of the same batch of equipment) by the production
enterprise.

VIII.

Any financing lease pilot enterprise shall strictly conform with the relevant laws and regulations of the state, and may not undertake
the following businesses:

absorbing deposits or depositing in disguised form;

providing loans of circulating fund and other loans under the leasing item to the tenant;

securities investment or equity investment of financial institutions;

Inter-bank borrowing or lending business; or

Other financial businesses not being approved by the China Banking Regulatory Commission.

IX.

The risk assets (including balance of guaranty) of any financing lease pilot enterprise may not exceed 10 times of the total capital.

A financing lease pilot enterprise shall report the business conditions in the previous quarter to the provincial competent department
of commerce before the 15th day each quarter and send a copy to the Ministry of Commerce. The Ministry of Commerce and the State
Administration of Taxation shall make spot check on the business conditions of the pilot enterprise periodically or aperiodically.
For any enterprise that violates the relevant laws and regulations and the aforesaid provisions, the Ministry of Commerce shall cancel
its qualification as a financing lease pilot enterprise.

XI.

The competent department of commerce and the competent department of taxation of each region shall strengthen supervision over the
financing lease pilot enterprises, make research on the problems existing in the experimental work, and report to the Ministry of
Commerce and the State Administration of Taxation once any major issue is discovered. Meanwhile, they shall summarize experiment
experiences continuously and take effective measures to promote the healthy development of leasing industry.

The Ministry of Commerce

The State Administration of Taxation

October 22nd, 2004

the Ministry of Commerce, the State Administration of Taxation
2004-10-22

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

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

IMPLEMENTATION MEASURES FOR ADMINISTRATIVE RECONSIDERATION OF THE MINISTRY OF COMMERCE

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

ADMINISTRATIVE MEASURES FOR GOVERNMENT PROCUREMENT INFORMATION ANNOUNCEMENTS

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

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

MEASURES FOR THE IMPLEMENTATION OF THE ADMINISTRATIVE LICENSING BY THE PEOPLE’S BANK OF CHINA

DETAILED RULES FOR IMPLEMENTATION OF IMPORT TARIFF QUOTA OF WOOL AND WOOL TOPS IN 2005

DETAILED RULES FOR THE IMPLEMENTATION OF THE MEASURES FOR THE ADMINISTRATION OF FINANCIAL INSTITUTIONS’ REPORT OF LARGE-VALUE AND SUSPICIOUS FOREIGN EXCHANGE TRANSACTIONS

NOTICE OF THE MINISTRY OF COMMERCE AND THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING UNDERTAKING FINANCING LEASE BUSINESS

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7