MEASURES FOR THE ADMINISTRATION OF DEVELOPMENT STRATEGIES AND PLANS OF CENTRAL ENTERPRISES (FOR TRIAL IMPLEMENTATION)

the State-owned Assets Supervision and Administration Commission of the State Council

Order of the State-owned Assets Supervision and Administration Commission of the State Council

No. 10

The Measures for the Administration of Development Strategies and Plans of Central Enterprises (for Trial Implementation), which were
deliberated and adopted at the 21st executive meeting of the State-owned Assets Supervision and Administration Commission of the
State Council, are hereby promulgated and shall go into effect as of January 1, 2005.

Director of the State-owned Assets Supervision and Administration Commission, Li Rongrong

November 26, 2004

Measures for the Administration of Development Strategies and Plans of Central Enterprises (for Trial Implementation)

Article 1

In order to regulate the formulation and administration of development strategies and plans of central enterprises, improve the scientificity
and democracy of development strategies and plans of central enterprises and perform the contributor’s duties according to law, the
present Measures are formulated in accordance with such laws and regulations as the Company Law of the People’s Republic of China
and the Interim Regulations on the Supervision and Administration of State-Owned Assets of Enterprises.

Article 2

The central enterprises (hereinafter referred to as the enterprises) as referred to herein are enterprises for which the State-owned
Assets Supervision and Administration Commission (hereinafter referred to as the SASAC) performs the contributor’s duties.

Article 3

The development strategies and plans of the enterprises as referred to herein are the directional, holistic and overall orientation,
development goals and the corresponding plans for implementation during a given future period of time, which are made by the enterprises
for the purpose of long-term survival and development thereof pursuant to the national development programming and industrial policies
as well as on the basis of the analysis of the status quo and trends of exterior environment and interior conditions.

Article 4

The administration of development strategies and plans of the enterprises shall refer to the examination and approval of the formulation
procedure, and the contents and the supervision over the implementation of the development strategies and plans of the enterprises
by the SASAC in accordance with the law and with reference to the contributor’s duties.

Article 5

The SASAC shall adhere to the following principles for the administration of development strategies and plans of the enterprises:

(1)

to perform the contributor’s duties according to the law;

(2)

to respect the legal rights and interests of the enterprises;

(3)

to promote the strategic adjustment of the layout and structure of the state-owned economy, and instruct the enterprises to carry
out their structural adjustments;

(4)

to be objective, impartial, scientific and to plan as a whole; and

(5)

to enhance work efficiency, observe professional ethics, and strictly keep state secrets and business secrets.

Article 6

The enterprises shall determine the working organs responsible for the formulation of development strategies and plans, set up the
corresponding working systems and report to the SASAC for archival filing.

Article 7

An enterprise shall work out the development strategy and plan thereof in accordance with the prescriptions of the present Measures.
An enterprise may, if possible, establish a decision-making committee of development strategy and plan.

Article 8

The development strategy and plan of an enterprise shall include a medium-term development plan of three to five years and a long-term
goal of ten years. The priority of formulation shall be given to the 3-5 year development plan, which shall implement rolling adjustment
timely according to the changes and development of exterior environment and interior conditions of the enterprise.

Article 9

A development strategy and plan of an enterprise shall mainly contain the following:

(1)

the status quo and developmental environment, including the basic information, analysis of development environment and competitive
power of the enterprise;

(2)

development strategies and guiding ideology;

(3)

development goals;

(4)

the emphasis of development and adjustment and the 3-year plans for implementation;

(5)

safeguard measures for the implementation of the plan; and

(6)

any other contents required.

Article 10

When working out the development strategy and plan, an enterprise may refer to the General Outline for Formulation of the Development
Strategies and Plans of Central Enterprises as formulated by the SASAC and may make proper adjustments in the light of the actual
conditions but the items as brought forward thereby shall be included.

Article 11

An enterprise shall submit the draft of development strategy and plan within the time limit as specified by the SASAC. The contents
submitted shall include the draft text of development strategy and plan and an explanation of the formulation.

Article 12

The SASAC shall conduct the examination and approval on the drafts of development strategies and plan of the enterprise and offer
feedback on the examination and approval opinions to the enterprise within the time limit.

Article 13

The SASAC shall examine and approve the content of a development strategy and plan submitted by an enterprise mainly in the following
aspects:

(1)

whether or not it complies with the national development planning and industrial policies;

(2)

whether or not it complies with the strategic adjustment of the layout and structure of the state-owned economy;

(3)

whether or not it gives prominence to the main business or promotes the core competitive power of the enterprise; and

(4)

whether or not the principles of “giving priority to efficiency” and “sustainable development” have been adhered to.

Article 14

A solely state-owned enterprise or solely state-owned company shall revise the development strategy and plan according to the examination
and approval opinions of the SASAC.

Article 15

The stockholders’ representatives and directors as assigned by the SASAC in the state controlling and state holding enterprises shall
sufficiently state examination and approval opinions of the SASAC at the shareholders’ meetings or boards of directors of the enterprises.

Article 16

An enterprise shall submit a certified true text of the development strategy and plan to the SASAC for archival filing after making
revisions to the development strategy and plan in accordance with the internal decision-making process.

Article 17

While in the process of implementing the development strategy and plan, an enterprise shall work out an annual plan, make contrastive
evaluation between the implementation and the development targets and make adjustments timely.

Article 18

The SASAC shall bring the targets and implementation of development strategies and plans of enterprises into the operation achievement
assessments that it shall carry out on the central enterprises principals.

Article 19

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

Attachment:Instructions of Formulation of the Measures for the Administration of Development Strategies and Plans of Central Enterprises (for
Trial Implementation)

The Measures for the Administration of Development Strategies and Plans of Central Enterprises (for Trial Implementation) (hereinafter
referred to as the Measures for the Administration of Planning) as formulated by this Commission have passed the examination and
are promulgated in accordance with the legislative procedure. The present Measures are formulated according to such laws and regulations
as the Company Law of the People’s Republic of China and the Interim Regulations on the Supervision and Administration of State-owned
Assets of Enterprises as well as in the light of the actual conditions of central enterprises.

Formulation Background of the Measures for the Administration of Planning

(I)

The administration of development strategies and plans of the enterprises forms important part of supervision and administration of
the contributor.

Having a bearing upon the long-term development of the enterprise and the value maintenance and appreciation of state-owned assets,
the development strategy and plan of an enterprise belongs to a significant decision of the enterprise. As the contributor, the state-owned
assets supervisory and administrative organ shall perform contributor’s duties to the development strategies and plans of the contributed
enterprises, conduct supervision and administration and maintain the owner’s rights and interests, all these are the basic requirements
for ensuring the full performance of the contributor’s duties and the realization of the combination of managing assets, managing
persons and managing affairs, and the unification of the rights, duties and obligations.

(II)

The administration of development strategies and plans of the enterprises is an essential work.

The development strategy and plan is the overall designing of an enterprise to seek for the long-term survival and sustainable development
when it is confronted with a management environment with violent changes and serious challenges, is the concentrated embodiment of
development strategic ideology of the enterprise, and is the basis for the enterprise to work out various plans and for the SASAC
to conduct office-term assessments on the enterprise principals. To strengthen the administration of development strategy and plan
is a fundamental task both for the enterprise and for the SASAC to supervise and administrate enterprises. In order to enhance the
ability to handle affairs, reduce randomness and blindness in the work and avoid interference in the decision-making power of the
enterprise in operation and management, the essential work shall be strengthened for the administration of development strategy and
plan of the enterprises, the rules and regulations shall be established and improved and the standardized administration shall be
carried out.

(III)

The administration of development strategies and plans of the enterprises and the strategic adjustment of the layout and structure
of the state-owned economy shall be an organic whole.

The SASAC shall, according to the requirements of the strategic adjustment of the layout and structure of the state-owned economy,
study and put forward the direction, principles, emphasis and working thoughts of the strategic adjustment of the layout and structure
of central enterprises as the working guidelines for formulating the development strategies and plans of the enterprises. The enterprises
shall, according to the overall thoughts of the adjustment of the layout and structure of central enterprises and their own conditions,
put forward the development orientation and strategies of their own. These two shall be complementary to each other as an organic
whole.

(IV)

The implementation of the Measures for the Administration of Development Strategies and Plans of Central Enterprises shall be beneficial
to the strengthening of the enterprise’s status as a subject of market economy.

The SASAC shall carry out its administration on the significant investments of the enterprises, which is the important duty of the
contributor. Confronted with increasingly severe market competition, the enterprises shall intensify the strategic research and management
and correctly control its own developmental direction so as to seize opportunities, speed up the development and evade investment
risks at the same time. The SASAC shall carry out the supervision over and administration on the significant investments of the enterprises
mainly based on the development strategies and plans of enterprises, and all investments in main business, within the plan and in
line with the developmental direction of an enterprise shall be decided by the enterprise on its own initiative, and the SASAC shall
carry out the administration of archival filing. All investments in sideline businesses and outside the plan shall be strictly supervised
and administrated. It is beneficial to the strengthening of the enterprises’ status as subjects of market economy in order to create
a more relaxed environment for the enterprises.

(V)

Principles for formulation of the Measures

During the course of formulation of the Measures for the Administration of Planning, we mainly abided by the following principles:

to respect the legitimate rights and interests of the enterprises and promote development of the enterprises; and

to exercise administrative powers according to law and establish lawful and efficient administrative procedures.

(VI)

Process of formulation of the Measures for the Administration of Planning

The formulation of the Measures has undergone one year and five months. During the course of formulation, the working methods such
as the collective discussion and widely soliciting opinions were adopted. The text of the Measures has gone through big amendments
and improvements for more than ten times.

II.

Several Issues Specified by the Measures for the Administration of Planning

(I)

The enterprise is the subject to formulate and implement the development strategy and plan.

The Measures for the Administration of Planning have embodied that the enterprise shall be the subject to formulate and implement
the development strategy and plan. The enterprise shall be responsible for formulating and implementing the development strategy
and plan. The SASAC shall carry out examination and approval on the development strategy and plan, which mainly includes the examination
and approval of formulation procedures and contents and the supervision over the implementation of the development strategy and plan
of the enterprise.

(II)

The principles that shall be abided by for the administration of development strategies and plans of the enterprises

In the administration of development strategies and plans of the enterprises, the following principles prescribed in the Measures
for the Administration of Planning shall be always abided by: First of all, the development strategies and plans formulated by the
enterprises shall conform with the national development planning and industrial policies, shall be of benefit to the strategic adjustment
of the layout and structure of the state-owned economy, and shall give prominence to the main business and sustainable development.
Through the examination and approval conducted on the development strategies and plans of the enterprises, the directions of adjustment
and goals of businesses to be integrated and optimized shall be specified as well as the main business of the enterprise, so that
the steady development of enterprises shall be promoted and the enterprises shall grow stronger and greater. Secondly, the SASAC
shall abide by the said principles when it examines and approves the development strategies and plans of the enterprises and carries
out the supervision over and administration on the implementation.

(III)

The Measures for the Administration of Planning have specified the working procedures for the SASAC in the administration of development
strategies and plans of the enterprises:

An enterprise shall formulate the development strategy and plan of its own pursuant to the requirements and report the draft of development
strategy and plan to the SASAC;

The SASAC shall examine and approve the development strategies and plans of the enterprises and offer feedback on the examination
and approval opinions to the enterprises;

An enterprise shall submit the official text of development strategy and plan to the SASAC for archival filing after making revisions;
and

An enterprise shall implement the development strategy and plan. The SASAC shall include the targets and implementation of the development
strategy and plan of the enterprises into the operation achievement assessments it shall conduct on the enterprise principals.

III.

Structure and Main Contents of the Measures for the Administration of Planning

(I)

The Measures include the purposes of the legislation, scope of application, specific prescriptions and the date of entry into force
pursuant to the requirements of legislation rules of the SASAC.

(II)

The Measures are not divided into chapters and sections in accordance with the prescriptions of the Regulations on the Procedures
for Formulation of Regulations. The structure of the text is arranged according to the framework of such six parts including general
provisions, institutional framework, formulation of development strategy and plan of the enterprise, examination and approval, implementation
and supplementary provisions. The contents mainly include:

the legislative authority of the formulation and the scope of application of the Measures;

the definitions of the development strategies and plans of the enterprises and of the administration of the development strategies
and plans of the enterprises;

the principles that shall be adhered to and the contents that shall be complied with by the SASAC for the administration of planning;

the obligations and duties that shall be performed by the enterprises, such as setting up working institutions and corresponding work
systems, etc.;

the main contents that shall be contained in the development strategies and plans of the enterprises. The Measures prescribe the main
contents which shall be contained in the development strategies and plans of the enterprises under common circumstances, and to match
them, the General Outline for Formulation of the Development Strategies and Plans of Central Enterprises (which has been distributed
to the central enterprises at an earlier date) has been formulated; and

the procedures for the administration of development strategies and plans of the enterprises, namely: submission, examination and
approval, the enterprise’s treatment of examination and approval opinions , archival filing (submission of certified true texts),
implementation and adjustment, etc..

IV.

Implementation of the Measures for the Administration of Planning

The present Measures shall go into effect as of January 1, 2005. The administration of development strategies and plans of the enterprises
regulated by them is exploratory, therefore the experiences shall be continuously summed up in the administration work ahead so as
to improve the present Measures gradually and make timely revisions on them according to the changes of circumstances.

the State-owned Assets Supervision and Administration Commission of the State Council
2004-11-26

THE CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON INCREASING THE EXPORT TAX REFUND RATE OF A PART OF INFORMATION TECHNOLOGY (IT) PRODUCTS

The Ministry of Finance, the State Administration of Taxation

The Circular of the Ministry of Finance and the State Administration of Taxation on Increasing the Export Tax Refund Rate of a Part
of Information Technology (IT) Products

Cai Shui [2004] No. 200

December 10, 2004

Departments (Bureaus) of Finance, National Tax Bureaus of all provinces, autonomous regions, and municipalities directly under the
Central Government, and cities directly under state planning, and Offices of Financial Supervision Commissioners of the Ministry
of Finance in all provinces, autonomous regions, and municipalities directly under the Central Government, and cities directly under
state planning, and the Bureau of Finance of the Xinjiang Production and Construction Corp:

The export tax refund rates of a part of information technology (IT) products shall be increased to 17% after the approval of the
State Council. Now the relevant issues hereby are notified as follows:

The IT products whose export tax refund rate increased from the current 13% to 17% include integrated circuits, separate parts (components),
mobile communication base stations, Ethernet switches, routers, handset (vehicular) radio telephones, other automatic micro digital
data processors, system-form microcomputers, LCD monitors, CRT displays, hard disk drivers, automatic digital data processors without
names listed, other storage parts, numerical control lathes (see the attachment for specific products ).

This Circular shall be enforced as of the date of November 1, 2004. (the specific implementation time shall be subject to the export
date noted by the Customs in the “Declaration Form for Export Goods(export tax refund list)”.

It is thereby notified.

htm/e04100.htmAttachment

Attachment:

The Catalogue of the Increased Export Tax Refund Rates of a Part of IT Products

Name of Commodities	HS	Export Tax Refund Rate
Integrated circuits	854210008542211185422119854221218542212985422191854221998542290085426000854270108542709085429000	17%
Separate parts (components)	8541100085412100854129008541300085414000854150008541600085419000
Mobile commutation equipments and terminators	85252092[mobile communication base stations]
	85175032[Ethernet switches]
	84718020[routers]
	85252022[handset (vehicular) radio telephones]
Computers and external equipments	84714140[other automatic micro digital data processors]
	84714940[system-form microcomputers]
	84716011[LCD monitors]
	84716012[CRT displays]
	84717010[hard disk drivers]
	84714190[automatic digital data processors without names listed]
	84717090[other storage parts]
Numerical control lathes	846120108461202084613000846140108461409084615000846190118461901984619090

PROVISIONS OF THE CUSTOMS OF THE PRC ON IMPLEMENTATION OF THE RULES OF ORIGIN OF GOODS UNDER THE SPECIAL PREFERENTIAL TARIFF TREATMENTS GIVEN BY THE PEOPLE’S REPUBLIC OF CHINA TO THE LEAST-DEVELOPED AFRICAN COUNTRIES

Order of the General Administration of Customs of the People’s Republic of China

No. 123

The Provisions of the Customs of the People’s Republic of China on the Implementation of “the Rules of Origin of Goods under the Special
Preferential Tariff Treatments Given by the People’s Republic of China to the Least-developed African Countries” were deliberated
and adopted at the executive meeting of the General Administration of Customs on December 29, 2004. They are hereby promulgated and
shall be implemented as of January 1, 2005.
Director, Mu Xinsheng

December 30, 2004

Provisions of the Customs of the PRC on Implementation of “the Rules of Origin of Goods under the Special Preferential Tariff Treatments
Given by the People’s Republic of China to the Least-developed African Countries”

Article 1

The present Provisions are formulated in accordance with the Customs Law of the People’s Republic of China and the Rules of Origin
of Goods under the Special Preferential Tariff Treatments Given by the People’s Republic of China to the Least-developed African
Countries for the purposes of promoting the economic trade between China and the least-developed African countries (hereinafter referred
to as the “beneficiary countries”, see the name list in Annex 1) and correctly determining the origin of goods, which are exported
to China by the beneficiary countries under the special preferential tariffs treatment.

Article 2

The present Provisions shall apply to the goods, which are imported from the beneficiary countries under the item of enjoying special
preferential tariff treatments (for the list of those products, please refer to the Import and Export Tariff Regulations of the People’s
Republic of China), but the goods for processing trade shall be excluded.

Article 3

If the goods directly imported from a beneficiary country and included in the list of goods under special preferential tariff treatments,
their place of origin shall be determined according to the following principles:

(1)

As to the products entirely obtained from a beneficiary country, their place of origin shall be the country from which the goods are
obtained; and

(2)

As to the products incompletely obtained from a beneficiary country, their place of origin shall be the country where the final substantial
processing is completed.

Article 4

The phrase “products entirely obtained from a beneficiary country” as mentioned in Item (1) of Article 3 of the present Provisions,
namely the entire obtainment criterion, refers to the following products:

(1)

The mineral products exploited or extracted from this country;

(2)

The plants or their products harvested or collected from this country;

(3)

The animals borne and raised in this country;

(4)

The products obtained from the animals of this country as mentioned in Item (3) of this Article;

(5)

The products obtained from hunting or fishing in this country;

(6)

The fish and other marine products obtained from the high seas by vessels registered in this country or hanging the flag of this country,

(7)

The products obtained from processing the articles as listed in Item (6) of this Article on the processing vessels registered in this
country or hanging the flag of this country;

(8)

The waste and old articles that are gathered in the course of consumption in this country and that can only be suited to recycling
of raw materials;

(9)

The waste and piecemeal materials that are generated in the course of production in this country and that can only be suited to recycling
of raw materials ; and

(10)

The products obtained from processing the articles as listed in Items (1) to (9) of this Article within this country.

Article 5

If any of the following types of processing or treatment is used for any of the following purposes, no matter it is completed independently
or together with the others, it shall be deemed as minor processing or treatment and shall not be taken into account in the determination
about whether the products are entirely obtained or not from a country:

(1)

The processing or treating conducted for preserving or transporting the goods;

(2)

The processing or treating conducted for facilitating the loading and unloading of the goods; or

(3)

The packing, exhibiting and other types of processing or treating conducted for selling the goods.

Article 6

The criterions on the determination of “substantial processing” as mentioned in Item (2) of Article 3 of the present Provisions
shall be the criterion of the change of tariff code or the criterion of ad valorem percentage.

(1)

The “criterion of the change of tariff code” refers to the change of the classification of the 4-digit tariff items in the Commodity
Names and Code Coordination System for the goods obtained from a beneficiary country after they are manufactured or processed with
the materials not originated in this country, and the aforesaid goods will not undergo any more production, processing or manufacturing
in any other country or region that will cause any change of the classification of the 4-digit tariff items, such goods shall be
deemed to have undergone substantial processing.

(2)

The criterion of ad valorem percentage refers to the total value of the materials, parts or products not originated in a beneficiary
country is less than 60% of the FOB price of the products manufactured or obtained by this beneficiary country, and the final production
procedure is completed within this beneficiary country, the aforesaid products shall be deemed to have undergone substantial processing.
The count formula shall be:

The Value of Materials Not Originated from a Beneficiary Country + The Value of Materials of Unidentified Origin

——————————————————————————————————————————————————100% lt 60%

Price of FOB

(a)

The value of the materials not originated from a beneficiary country refers to the import CIF price.

(b)

The value of materials of unidentified origin refers to the price paid for the materials of unidentified origin in the manufacturing
or processing beneficiary country, which is determined at the earliest.

The above-mentioned criterion’s calculation of the ” ad valorem percentage” shall be comply with the universally acknowledged accounting
rules as well as the Agreement on Implementation of Article VII of the General Agreement on Tariffs and Trade 1994.

Article 7

The simple dilution, mix, packing, bottling, drying, assembly, classification or decoration shall not be deemed as substantial processing.
If the purpose of enterprise production or pricing measures is for avoiding the present Provisions, it shall not be deemed as substantial
processing.

Article 8

In the determination of the origin of goods, one shall not take into account the origin of the energy, workshops, equipment, machines
and tools employed during the production course of goods, nor shall one take into account the origin of the materials that are employed
during the production course but do not constitute any component or constituent part of the goods.

Article 9

In the determination of origin of goods, the following items shall be neglected:

(1)

The packages, packing materials and containers that are declared and uniformly classified into the same category of the goods under
the Import and Export Tariff Regulation of the People’s Republic of China.

(2)

The accessories, spare parts, tools and introductory materials accompanying that are declared and uniformly classified into the same
category of the goods under the Import and Export Tariff Regulation of the People’s Republic of China.

Article 10

The goods under the special preferential tariff treatments shall be complied with the rules on direct transportation. The direct
transportation means that:

(1)

the goods are directly transported from a beneficiary country to a customs port of China;

(2)

the goods transit a third country (region) but

(a)

merely for the geographical reason or for the need of transportation;

(b)

don’t enter a third country (region) for trade or consumption;

(c)

except for loading, unloading and other necessary work to keep the goods in good condition, the goods haven’t undergone any other
type of processing in a third country (region);

(3)

As to the imports that are transported by transiting a third country (region), the following documents shall be offered to the customs
of the declaration place:

(a)

The joint transportation bills of lading issued by the export country;

(b)

The certificate of origin issued by the issuance institution of the export country;

(c)

The invoice of goods of the original producer; and

(d)

The certification documents meeting the 3 conditions as listed in Item (2) of this Article.

Article 11

When declaring the goods under special preferential tariff treatments, the importer shall submit the certificate of origin (see the
format in Annex 3) issued by the government institution designated by the export country (see Annex 2).

Article 12

A certificate of origin issued by an issuance institution of a beneficiary country shall be valid for a period of 180 days as of
the date of issuance. The certificate of origin shall be printed on A4 paper, the words on the face shall be in English. A certificate
of origin shall consist of 1 original and 3 duplicates and the following colors: the original color shall be apricot cream and the
duplicates color shall be light green.

Article 13

When goods are imported, the consignee of imports shall offer the original certificate of origin and the second duplicate to the
entry customs. The second duplicate shall be prepared for the verification where the Customs of the People’s Republic of China considers
necessary. The third duplicate shall be kept by the issuance institution of the export country. The fourth duplicate shall be kept
by the exporter.

Article 14

When the goods under the special preferential treatments are exported, the customs of the export country shall sign and affix its
seal on the certificate of origin after it ascertains that the documents conform to the goods. When declaring the import goods, the
consignee of import goods shall, on its own initiative, declare to the customs that the relevant goods are under the special preferential
tariff and shall submit the certificate of origin bearing the seal of the customs of the export country. The entry customs shall
permit the imports goods to enjoy the special preferential tariff upon strength of the valid certificate of origin.

Article 15

When having any doubt about the authenticity of the certificate of origin, the General Administration of Customs of the People’s
Republic of China or its authorized institution may, via the economic and commercial counselor’s office of the embassy or consulate
of China based in the corresponding beneficiary country, require the customs of the beneficiary country or the original issuance
institution of the certificate of origin to conduct verification, and to give it a reply within 90 days from the day when it receives
the verification request. If the customs of the beneficiary country or the original issuance institution of the certificate of origin
fails to offer a reply within 90 days, the goods shall not enjoy the special preferential tariff treatments. Where necessary, the
customs of China may assign some workers to conduct on-site inspection upon consent of the counterpart country.

During the period of waiting for the result of verification of the certificate of origin of the beneficiary country, the entry customs
may, at the request of the consignee of imports, release the goods after it charges a sum of security equivalent to the amount of
tariff calculated under the most favored nation tariff rate applicable to the goods, and it shall handle the import procedures in
accordance with the relevant provisions and complete the corresponding statistical work of the customs. After the customs of the
export country or the issuance institution of the certificate of origin completes the verification, the entry customs shall, in accordance
with the verification result, promptly handle the formalities for refunding the security or converting the security to the import
customs tariff, and make correct the relevant statistic data.

Article 16

Definitions of the following terms as mentioned in the present Provisions:

The “materials” shall include components, spare parts, constituent parts, semi-assembly and / or products that have actually constituted
part of another product or has been used in the production course of another product.

The “production” refers to the ways of obtaining products, including planting, exploiting, harvesting, raising, breeding, extracting,
collecting, gathering, capturing, fishing, entrapping, hunting, manufacturing, producing, processing or assembling of the products.

The “customs ports of China” refer to the ports within the area coverage to which the Customs Law of the People’s Republic of China
applies.

Article 17

Anyone who violates the present Provisions shall be punished according to the Customs Law of the People’s Republic of China, Regulation
on the Implementation of the Administrative Punishments of the Customs of People’s Republic of China and other relevant laws and
administrative regulations. If any crime is constituted, he shall be subject to the criminal liabilities according to law.

Article 18

The power to interpret the present Provisions shall remain with the General Administration of Customs of the People’s Republic of
China.

Article 19

The present Provisions shall be implemented as of January 1, 2005.

Annexes:

1. Name List of the African Beneficiary Countries

2. Institutions Issuing Certificates of Origin of the “Beneficiary Countries”

3. Format of Origin of Certificates (Omitted)

Annex 1.
Name List of the African Beneficiary Countries

The “beneficiary countries” refer to the African least-developed countries that have completed the procedures for exchanging the documents
on the special preferential tariff treatments with China, which include: Benin, Burundi, Cape Verde, Central African, Comoros, Democratic
Republic of Congo, Djibouti, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Lesotho, Liberia, Madagascar, Mali, Mauritania, Mozambique,
Niger, Rwanda, Sierra Leone, Sudan, Tanzania, Togo, Uganda and Zambia.

Annex 2.
Institutions Issuing Certificates of Origin of the “Beneficiary Countries”

Annex 2

Serial Number	Country	Issuance Institution(s)
1	Benin	Pending
2	Burundi	Ministry of Commerce and Industry, Ministry of Finance
3	Cape Verde	Customs
4	Central African	Ministry of Planning, Economy and International Cooperation
5	Comoros	Pending
6	Democratic	Republic of Congo Pending
7	Djibouti	Deputy Directors Office of the Indirect Taxation Bureau of the Ministry of Economy, Finance, Planning and Privatization
8	Eritrea	Foreign Trade Department of the Ministry of Trade and Industry
9	Ethiopia	Customs
10	Guinea	Ministry of Medium and Small Enterprises, Center for Handling Export Procedures
11	Guinea-Bissau	Pending
12	Lesotho Lesotho	Revenue Authority
13	Liberia	Ministry of Commerce and Industry
14	Madagascar	Ministry of Industry and Trade
15	Mali	Pending
16	Mauritania	Pending
17	Mozambique	Customs
18	Niger	Chamber of Commerce
19	Rwanda Rwanda	Revenue Authority
20	Sierra Leone	National Revenue Authority (including the customs subordinate to it), Chamber of Commerce
21	Sudan	Chamber of Commerce, Ministry of Foreign Trade
22	Tanzania Tanzania	Revenue Authority (the customs subordinate to it), Chamber of Commerce
23	Togo	Ministry of Industry, Commerce, Transportation and Bonded Areas
24	Uganda	Trade Promotion Commission
25	Zambia Zambia	Revenue Authority (the customs subordinate to it)

DETAILED RULES FOR IMPLEMENTATION OF REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF INTERNATIONAL FREIGHT FORWARDING INDUSTRY

Ministry of Commerce

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

No. 82

In accordance with the relevant procedure provisions of the Measures of the Ministry of Commerce for Drafting Laws and Administrative
Regulations and Formulating Rules and Normative Documents on the departmental rules and regulations’ formulation, after widely soliciting
opinions, the Ministry of Commerce of the People’s Republic of China has made a decision on modifying the Detailed Rules for Implementation
of the Regulation of the People’s Republic of China on the Administration of International Freight Forwarding Industry (for Trial
Implementation) (hereinafter referred to as Detailed Rules for Implementation).

The content of Article 6 of the former Detailed Rules for Implementation, namely, “The applicant of international freight forwarding
agency shall be entities in relation to import and export trade or of international freight forwarding and having stable supply of
goods. The investor in conformity with the above-mentioned requirements shall hold majority shares in the application projection.”,
shall be modified as: “The shareholders of international freight forwarder may comprise enterprise legal persons, natural persons
or other economic organizations. The big shareholder shall be enterprise legal person in relation to import and export trade or international
freight forwarding and having stable supply of goods, and shall account for the majority shares in the international freight forwarder.
No shareholders other than the enterprise legal person may account for majority shares in international freight forwarder.” In addition,
“Ministry of Foreign Trade and Economic Cooperation” and “Ministry of Foreign Economy and Trade” shall be modified as ” Ministry
of Commerce”; “the competent administrations of foreign trade and economy” in the former articles shall be modified as “competent
administrations of commerce”; and “local competent administrations of foreign trade and economy” shall be modified as “local competent
administrations of commerce”.

Detailed Rules for Implementation of Regulations of the People’s Republic of China on the Administration of International Freight
Forwarding Industry are hereby promulgated anew after the modification and shall be implemented as of the promulgation.

Ministry of Commerce of the People’s Republic of China

January 1st, 2004

Detailed Rules for Implementation of Regulations of the People’s Republic of China on the Administration of International Freight
Forwarding Industry

Chapter I General Provisions

Article 1

With a view to maintaining the order of international freight forwarding market, strengthening supervision over the international
freight forwarding industry, and promoting the healthy development of the international forwarding industry of our country, the present
Detailed Rules are hereby formulated in accordance with the Regulations of the People’s Republic of China on the Administration of
the International Freight Forwarding Industry (hereinafter referred to as the Regulations) as promulgated by the former Ministry
of Foreign Trade and Economic Cooperation upon approval of the State Council on June 29, 1995.

Article 2

An international freight forwarding enterprise (hereinafter referred to as the international freight forwarder) may act as an agent
of the consignee or the consignor of import and export cargo, or as an independent operator engaging in international freight forwarding
operations.

The international freight forwarding operations of an international freight forwarder as an agent refer to the activities whereby,
entrusted by the consignee or consignor of import and export cargo or their agents, it handles related operations in the name of
its clients or its own, and collects agent fees or commissions.

The international freight forwarding operations of an international freight forwarder as an independent operator refer to the activities
whereby it accepts the entrustment of the consignee, consignor of import and export cargo or their agents, signs and issues transport
documents, performs transport contracts and collects transport fees and service charges.

Article 3

The name and logo of an international freight forwarder shall comply with the relevant provisions of the State and with its business
operations, and be able to demonstrate the characteristics of the industry. Its name shall contain such relevant words as “freight
forwarding”, “transport services”, “container transport” and “logistics”, etc.

Article 4

The “scope of authorization” as prescribed in paragraph 2, Article 4 of the Regulations refers to, with the authorization of the
Ministry of Commerce, the competent departments of commerce of the People’s Government of a province, an autonomous region, a municipality
directly under the central government, or a city directly under State planning are responsible for the supervision over and administration
of the international freight forwarding industry in their respective jurisdictions (The Ministry of Commerce and the competent local
departments of commerce are hereinafter jointly called the competent departments in charge of the trade sector), Such a scope of
authorization shall cover: preliminary examination on the application of an enterprise for engaging in an international freight forwarding
project, the annual examination and license-change examination on international freight forwarders, business statistics, training
of professionals, guidance of local trade associations in carrying out work as well as working with relevant local administrative
departments in standardizing the operational behaviors of freight forwarders and rectifying the operational order of the freight
forwarding market.

The international freight forwarding subsidiaries, branches and non-commercial executive offices set up by enterprises directly under
the departments of the State Council or by enterprises from other localities in a city directly under State planning (excluding special
economic zones), shall, in pursuance of the scope of authorization as prescribed in the preceding paragraph, accept the supervision
and administration from provincial competent departments of commerce.

No other entity may engage in the examination, approval or administration of the international freight forwarding industry without
authorization from the Ministry of Commerce.

Article 5

The Ministry of Commerce shall be responsible for carrying out professional training on employees of international freight forwarders
and making an examination of the qualifications of the training institutions. No entity without approval may engage in the qualification
training of employees of international freight forwarders. The conditions for the establishment of training institutions and their
training contents and teaching materials shall be separately prescribed by the Ministry of Commerce.

Professionals engaged in international freight forwarding operations shall accept the training as prescribed in the preceding paragraph.
Upon passing the examinations, they shall obtain qualification certificates of international freight forwarding.

Chapter II Conditions for Establishment

Article 6

The applicants for establishing international freight forwarders shall be an enterprise legal person, a natural person or other economic
organizations, of which the big shareholder shall be an enterprise legal person in relation to import and export trade or international
freight transportation and have stable supply of cargo, and shall account for the majority shares in the international freight forwarders.
No shareholders except the enterprise legal person may account for majority shares in the international freight forwarders.

Article 7

An international freight forwarder shall possess the enterprise legal person qualification of the People’s Republic of China according
to law. The enterprise’s organizational form shall be a limited liability company or a joint-stock company. Any entity with administrative
monopoly powers shall be prohibited from applying for investing and dealing in international freight forwarding business. Carriers
and other enterprises, which may entail unfair competition to the international freight forwarding industry, shall not file an application
for dealing in international freight forwarding operations.

Article 8

The operational conditions as prescribed in Article 7 of the Regulations shall include:

Having at least five professionals who have been dealing in international freight forwarding operations for over three years and whose
qualifications have been certified by their previous employers; or, they have obtained the qualification certificates issued by the
Ministry of Commerce according to Article 5 of the present Detailed Rules;

Having a fixed place of business, and property rights certificates shall be presented in the case of self-owned housing and sites;
and tenancy contracts shall be presented in the case of leased housing and sites;

Having necessary operational facilities, including a certain amount of telephones, fax machines, computers, short-distance transport
tools, loading and unloading equipment, packaging equipment etc.; and

Having a stable supply of import and export cargo, which means that the amount of import and export cargo in the present area is relatively
larger, that the freight forwarding industry has the conditions and potentials for further development, and that the applying enterprise
can get a sufficient supply of cargo.

Article 9

In case multimode transport business is included in the scope of business of international freight forwarding operations as applied
for by an enterprise, the following conditions shall also be met with in addition to meeting with the conditions as prescribed in
Article 7 of the Regulations and in Articles 6, 7 and 8 of the present Detailed Rules:

Having been engaging in the relevant operations as listed in Article 32 of this Detailed Rules for over three years;

Having corresponding domestic and overseas agent networks; and

Having international freight forwarding bills of lading, which are registered and put on records at the Ministry of Commerce.

Article 10

An international freight forwarder shall, when applying for establishing each subsidiary, increase its registered capital by RMB 500,000
Yuan accordingly. If the enterprise’s registered capital has exceeded the minimum amount as prescribed in the Regulations (RMB 5
million Yuan for sea transport, RMB 3 million Yuan for air transport and RMB 2 million Yuan for land transport and express delivery),
the excess amount can be used as the capital increased for establishing the subsidiary.

Article 11

The “branch organs” as mentioned in the Regulations and the present Detailed Rules refer to the branch companies.

Chapter III Procedures for Examination and Registration

Article 12

To deal in international freight forwarding operations, it is imperative to obtain the International Freight Forwarder Approval Certificate
of the People’s Republic of China (hereinafter referred to as the Approval Certificate) issued by the Ministry of Commerce.

The entity applying for dealing in international freight forwarding operations shall submit the following documentation:

The application, specifying the name of the investors, explanations to the application qualification and the application project;

The feasibility study report, specifying basic information, qualification statement, current conditions, market analysis, business
forecasts, establishment program, economic budget and development budget, etc.;

Enterprise legal person business licenses (Photostat copies) of the investors;

The resolutions of the board of directors, the shareholders meeting or the general assembly of shareholders;

The Articles of Association (or draft) of the enterprises;

Information of major professionals (inclusive of educational experience, majors of study, work experiences, qualification certificates);

The credit standing certificates (capital verification reports of all the investors issued by accountant firms);

The agreement of capital contribution of investors;

The resume of the legal representative;

10.

The format of the international freight forwarding bill of lading (transport document);

11.

The letter of advance approval of enterprise name (Photocopy, issued by the administrative departments for industry and commerce);

12.

The international freight forwarder application form I (Attachment Form I); and

13.

Transaction clauses.

With the exception of Items (3) and (11), the above-mentioned documents shall all be submitted in their original texts and annexed
with official seals.

Article 13

The competent departments in charge of the trade sector shall make an examination of application projects, which shall include:

The necessity of establishing the project;

The authenticity and integrality of the application documents;

The qualifications of the applicants;

The credit standing of the applicants; and

The qualifications of the professionals.

Article 14

The competent local departments of commerce shall, after making examinations on the application projects, report to the Ministry of
Commerce the preliminary opinions (including the scope and areas of business, and the proportion of capital contributions of investors
as suggested for approval, etc.) and all the application documents according to the time as prescribed in paragraph 1 of Article
11 of the Regulations for examination and approval.

Article 15

In any of the following circumstances, the Ministry of Commerce shall reject the application and explain the reasons:

The documentation is incomplete;

The submission procedure is inconformity with the requirements; or

The Ministry of Commerce has circulated a notice, suspending the acceptance of applications for dealing in international freight forwarding
operations.

Article 16

In any of the following circumstances, the Ministry of Commerce shall give a reply of disapproval upon investigation and verification:

The applicant is not qualified for dealing in international freight forwarding operations;

The applicant has been engaging in illegal forwarding operational activities within 5 years from the date of submission, and has been
imposed a penalty by the administrative departments of the State;

The applicant purposely disguises or gives false information on submission information; or

Other conditions inconformity with the relevant principles of Article 5 of the Regulations.

Article 17

An applicant shall, upon receiving the official reply of approval from the Ministry of Commerce, within 60 days from the date of receiving
the reply, take the revised Articles of Association (original copy) of the enterprise, go to the Ministry of Commerce and obtain
the approval certificate upon the strength of the introductory letter of the competent local departments of commerce.

Article 18

An enterprise may apply for expansion of its business scope and areas one year after its establishment and dealing in international
freight forwarding operations. The competent local departments of commerce shall, upon examination, report to the Ministry of Commerce
for approval in accordance with the procedures as prescribed in Article 11 of the Regulations.

An enterprise may, one year after its establishment and dealing in international freight forwarding operations, and on the condition
of having built up a certain business scale, apply for establishing subsidiaries or branches. The enterprise shall present the opinions
of the competent local departments of commerce of the place where the enterprise is located (in case of Beijing-based enterprises
directly under the departments of the State Council, the letter of opinion solicitation from the Ministry of Commerce), file an application
with the local departments in charge of business affairs of the place (excluding cities directly under State planning) where the
branches or subsidiaries are to be located; in case of a city directly under State planning, the application shall be submitted to
the Ministry of Commerce for approval in accordance with the provisions of Article 14 of the present Detailed Rules. The business
scope of the branches or subsidiaries shall not go beyond that of its parent company or head office.

When setting up a non-commercial executive office, an international freight forwarder shall make submission to and put on the archival
files at the competent local department in charge of the trade sector at the place where the executive office is located and accept
administration.

Article 19

Where an enterprise files an application in accordance with paragraphs 1 and 2 of Article 18 of the present Detailed Rules, it shall
submit the following documents in addition to the relevant documentations as prescribed in Article 12 of the present Detailed Rules:

The original official reply on international freight forwarding operations (Photocopy);

The approval certificate (Photostat copy);

The business license (Photostat copy);

The Form II for the Application of International Freight Forwarders (Attachment Form II, Attachment Form I is for the establishment
of subsidiaries);

The operational situation report (inclusive of network construction);

The resumes of the legal representatives of subsidiaries or the executives of the branches; and

Registration form for annual examination of the previous year.

Article 20

Where an enterprise applies for establishing a subsidiary, the applicant shall, upon receipt of the affirmative reply and within ninety
days as of the date of the reply, present a legally valid capital verification report as well as the revised Articles of Association
(the original copy) of the enterprise after the head office has expanded the registered capital according to the provisions of Article
10 of the present Detailed Rules and go to the Ministry of Commerce to obtain the approval certificate upon the strength of the
introductory letter from competent local departments of commerce at the place where the branches are to be located.

Article 21

In case an applicant fails to go through formalities for obtaining the certificate within a prescribed time limit, or fails to start
business operation without justifiable reasons 180 days beyond the date of obtaining approval certificate, his qualification of dealing
in international freight forwarding operations will be invalidated automatically unless otherwise his application for extension has
been approved.

Article 22

The Ministry of Commerce may, on the basis of the development and overall arrangement of international freight forwarding industry,
decide to suspend accepting the application for dealing in international freight forwarding operations within a period of time or
take restrictive measures.

The Ministry of Commerce shall make announcement on the decisions made in pursuance of the preceding provisions.

Article 23

In case of any change with an international freight forwarder as follows, it shall report to the Ministry of Commerce for examination
and approval, and obtain a new approval certificate:

Name of the enterprise;

Type of the enterprise;

Equity relationship;

Decrease of the registered capital;

Business scope; or

Business areas.

In case of any of the following changes, it shall directly obtain another approval certificate after reporting and filing a record
with the Ministry of Commerce.

Mailing address or place of business;

Legal representatives;

Increase of the registered capital; or

Department directly subordinated.

Article 24

An international freight forwarder shall go though registration formalities upon strength of the approval certificate at the administrative
department for industry and commerce and customs.

No entity may, without obtaining the approval certificate, use the “international freight forwarding operation” or other wordings
identical or similar to the meaning thereof in its business license for industry and commerce.

Chapter IV Annual Examination and Change of Certificates

Article 25

The Ministry of Commerce shall implement a system of annual examination and change of certificates on international freight forwarders.

Article 26

The Ministry of Commerce shall be responsible for the annual examination on Beijing-based enterprises directly under the departments
of the State Council, and for the change of certificates of the international freight forwarders all over the country. The competent
local departments of commerce shall be responsible for the annual examination on the international freight forwarders within their
own districts (including the subsidiaries and branches established by enterprises directly under the departments of the State Council
and by enterprises from other localities).

Article 27

An international freight forwarder shall submit the annual examination registration form (Attachment III), capital verification report
and business license (Photocopy) to the competent local department of commerce (Beijing-based enterprises directly under the departments
of the State Council shall submit directly to the Ministry of Commerce) at the place where it is located before the end of March
each year and apply for annual examination.

The annual examination focuses on the examination of the management of the enterprises, and their compliance and implementation of
the Regulations and other relevant laws, regulations and rules. After the enterprises have passed the annual examination, the department
in charge of the trade sector shall add the seal of “passing the annual examination” to their approval certificates.

Article 28

The period of validity of the approval certificate is 3 years.

An enterprise shall, 60 days before the expiry of the period of validity of the approval certificate, file an application with the
competent local department of commerce for changing the certificate, in which process, the enterprise shall submit the following
documentation:

The registration form of certificate change application (Attachment Form IV);

The approval certificate (Original copy); and

The business license (Photocopy).

Article 29

In case an enterprise has passed the annual examination for three consecutive years, the competent local department of commerce shall
submit to the Ministry of Commerce the approval certificate 30 days before the expiration of its period of validity, and apply for
a new approval certificate.

Article 30

When an international freight forwarder applies for changing its certificate, the competent department in charge of the trade sector
shall make an examination of its operational qualification and situation and shall refuse to grant a new approval certificate in
any of the following circumstances:

Failing to comply with the provisions of Article 27 of this Detailed Rules;

Failing to punctually go through formalities for changing certificate;

Transferring shareholder’s rights without authorization; or

Changing of such major matters as the enterprise’s name, place of business, and registered capital without authorization and failing
to file a record for archival purposes in accordance with relevant provisions.

Article 31

In case an enterprise fails to change a new approval certificate due to its own reasons, its qualification for engaging in international
freight forwarding operations shall be invalidated automatically on expiration of its validity. The Ministry of Commerce shall make
announcement on the above-mentioned conditions. The administrative departments for industry and commerce shall write off the above-mentioned
enterprises or order them to go through the formalities for the alteration of their scope of business.

In case an enterprise, which has lost its qualification of dealing in international freight forwarding operations, desires to continue
with this business, it shall file another application in compliance with relevant provisions.

Chapter V Business Management

Article 32

An international freight forwarder may engage in management activities as an agent or independent operator. Its scope of business
shall include:

Canvassing cargo, booking space (including ship renting, plane chartering and cabin booking), consignment for shipment, warehousing
and packaging;

Supervision over cargo loading and unloading, container stuffing and dismantling, distribution, transit, and related short-distance
transport services;

Declarations to the customs, the commodity inspection and checking, and insurance purchases;

Making, signing and issuing relevant documents and bills, payment of transport fees, settlement and payment of incidental charges;

Freight forwarding of international items on display, personal effects and cargo passing through the territory of a country;

International multimodal transport, and container transport (including container assembling);

International express delivery (excluding personal letters); and

Consultation and other international freight forwarding operations.

Article 33

International freight forwarders shall engage in business activities in accordance with the business scope and areas as enumerated
in the approval certificates and business licenses.

Article 34

The Ministry of Commerce may, on the basis of the development of the respective industry, entrust the trade associations to formulate
the standard transaction clauses by referring to the international customs, and the international freight forwarders may refer to
them without the approval of the Ministry of Commerce. The international freight forwarders may formulate transaction clauses by
themselves, but they may not use it until the clauses have been put on record at the Ministry of Commerce.

Article 35

The international freight forwarders shall submit the business statistics to the competent departments in charge of the trade sector,
and be responsible for the truthfulness of the statistical numbers. The measures for the compilation of the business statistics shall
be separately prescribed by the Ministry of Commerce.

Article 36

The international freight forwarders shall, when accepting entrustment to handle relevant businesses as agents, sign written entrustment
agreement with the import or export consignees or consignors. The disputes arising between the two parties shall be settled on the
basis of the written agreement they signed.

An international freight forwarder shall, as an independent operator, when engaging in the relevant operations as prescribed in Article
32 of the present Detailed Rules, sign transport documents and bills to the owner of cargo. Should a business dispute occur with
the owner of cargo, it shall be settled on the basis of the transport documents and bills as signed by the enterprise. When a business
dispute occurs with the actual carrier, it shall be settled on the basis of the transport contract signed with the actual carrier.

Article 37

The international freight forwarding bill of lading used by the international freight forwarders shall be subject to a registration
and numbering system. All the international freight forwarding bills of lading signed and issued within the Chinese territory shall
be submitted by the international freight forwarders to the Ministry of Commerce for registration and indicate the approval number.

International freight forwarders shall strengthen management on their international freight forwarding bills of lading. No such bills
of lading may be lent. In case of loss or revision of the edition, it shall be reported to and put on the archival files at the Ministry
of Commerce in time.

The transfer of an international freight forwarding bill of lading shall meet the following provisions:

Straight bill of lading: transfer shall be prohibited;

Order bill of lading: to be transferred after endorsement in full or endorsement in blank;

Bearer bill of lading: no need to be endorsed before transfer.

The international freight forwarding bill of lading shall be subject to the system of liability insurance. Liability insurance shall
be covered by an insurance company upon approval of the People’s Bank of China.

Article 38

As an independent operator, the term of liability of an international freight forwarder shall begin from receiving cargos and end
on delivering them when it is performing or organizing international multimode transport. The basis for their undertaking liabilities,
limitations of liability, exemption conditions and preconditions for losing liability restrictions shall be specified in relevant
legal provisions.

Article 39

An international freight forwarder shall undertake international freight forwarding operations by the name and the serial number of
the enterprise as specified in the approval certificate, and shall print the name and serial number of the enterprise in major office
stationery and documents and bills.

Article 40

No international freight forwarder may use the registered capital within the prescribed scope for other purposes.

Article 41

No international freight forwarder may transfer any international freight forwarding operation right directly or in disguised form;
nor may it allow any other entity or individual to engage in international freight forwarding operations in the name of the international
freight forwarder or its business department; nor may it sign any agreement with entities who do not have the international freight
forwarding operation right to allow them to deal in international freight forwarding operations independently or jointly with it,
to collect agent fees, commissions or get other interests.

Article 42

An international freight forwarder may, as an agent, collect agent fees to the owners of cargo, and may also get commissions from
the car

MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION OF THE TRANSFER OF DEEP PROCESSING TRANSACTION OF THE BONDED GOODS FOR PROCESSING TRADE ACROSS THE CUSTOMS SURVEILLANCE ZONES

e02357

Customs General Administration

Decree of the Customs General Administration of the People’s Republic of China

No. 109

Measures of the Customs of the People’s Republic of China for the Administration of the Transfer of Deep Processing Transaction of
the Bonded Goods for Processing Trade across the Customs Surveillance Zones, adopted at the executive meeting of the Customs General
Administration on January 7, 2004, are hereby promulgated and shall go into effect as of March 1, 2004.

Mou Xinsheng, Director General of the Customs General Administration

January 19, 2004

Article 1

The Measures are formulated in accordance with the Customs Law of the People’s Republic of China and other relevant laws and administrative
regulations for the purposes of promoting the sound development of processing trade, strengthening and regulating the administration
of the transfer of deep processing transaction of the bonded goods for processing trade across the costumers surveillance zones.

Article 2

The transfer of deep processing transaction of the bonded goods for processing trade across the customs surveillance zones referred
to in the Measures means business operations in which the processing trade enterprise transfers the bonded materials imported for
processing trade to another processing trade enterprise in the surveillance zone of another customer office directly under the leadership
of the Customs General Administration for further processing and re-export (hereinafter referred to as “the transfer”).

Article 3

Processing trade enterprise conducting the transfer, be they transferring in or transferring out, shall declare to the competent customs
authorities respectively their transfer plan, and may proceed with receiving and delivering the goods and customs declaration procedures
after being recorded by the competent customs authorities from both sides.

The customs shall install a separate category calculating the transferred goods for further processing in processing trade.

Article 4

The enterprise engaging in transferring in and transferring out goods for processing shall submit an Application Form for the Transfer
of Deep Processing Transaction of the Bonded Goods for Processing Trade of the Customs of the People’s Republic of China (hereinafter
referred to as “the Application Form”, see Attachment 1), and fill in the items of the Application Form accurately.

An Application Form shall only correspond to a transferring-in enterprise and a transferring-out enterprise; an Application form shall
only corresponding to one Processing Trade Handbook of the transferring-out enterprise (including the electronic account book for
computer interconnected supervision, hereinafter referred to as the Handbook), but may correspond to several Handbooks of the transferring-in
enterprises. The number, quantity and measurement of the commodities filed by both sides shall be consistent with each other.

Article 5

The processing trade enterprise conducting the transfer shall make and fill in the Bill of Receiving and Delivering the Transfer Goods
as has been provided for by the customs (see Attachment 3, printed by the enterprise itself in line with the set format). The Bill
of Receiving and Delivering the Transfer Goods shall include the following contents:

(1)

Marking such words as “Bonded Goods for Transfer”;

(2)

Listing such contents as the names of the transferring-in or transferring-out enterprises, the names, standards and quantity of the
commodities, the time of receiving and delivering the goods, serial number of the bill;

(3)

Obtaining the special seal for the transfer business after file-keeping by the competent customs authority to attach to the record
of every batch of receiving and delivering goods.

Article 6

If the processing trade enterprise applying for the transfer matches any of the following descriptions, the application shall not
be accepted by the customs:

(1)

Failing to meet the supervision requirements of the customs, being ordered by the customs to rectify and reform within a specified
timeframe, and being in the course of rectification and reform;

(2)

Failing to submit the Handbook for verification on time;

(3)

Failing to make and fill in the Bill of Receiving and Delivering the Transfer Goods according to Article 5 of the Measures;

(4)

Being involved in smuggling and placed on file for investigation, with the case pending settlement.

Article 7

The transferring-in and transferring-out enterprise shall complete the record of the transfer plan for file-keeping according to the
following provisions:

(1)

The transferring-out enterprise shall fill in its transferring-out plan in the Application Form (in four sheets), and recording with
the customs for file-keeping where the goods are transferred out by presenting the Application Form;

(2)

The customs concerned in the transferring-out shall keep the first sheet of the Application Form after completing the file-keeping,
and return the other three copies to the transferring-out enterprise for passing on to the transferring-in enterprise;

(3)

The transferring-in enterprise shall take the other three sheets of the Application Form to record with the customs in the transferring-in
place after filling in the relevant information of the enterprise within 20 days upon completion of file-keeping with the custom
in the transferring-out place. If the transferring-in enterprise fails to hand in the Application Form within 20 days as has been
specified, or, having presented the Application Form, the contents of the Application Form fail to satisfy the provisions of the
customs and are therefore denied approval, the Application Form shall become invalid. The transferring-in or transferring-out enterprise
shall again go through the procedures of filling in the form and submitting it to the customs authority for file-keeping;

(4)

The customs in the transferring-in place shall keep the second sheet of the Application Form and deliver the third and fourth sheet
to the transferring-in or the transferring-out enterprise. Based on these two sheets, the enterprises shall complete the registration
of the transfer involving receiving and delivering the goods as well as file-keeping with the customs authority

Article 8

After completing file-keeping of the transfer with the customs authority, the transferring-in and the transferring-out enterprise
shall engage in receiving and delivering the goods according to the Application Form which has been verified and approved by the
customs of both sides. Each record of receiving and delivering any batch of goods shall be kept accurately in the Registration Form
on the Actual Situation of Transfer of the Bonded Goods (hereinafter referred to as the Registration Form, see Attachment2), and
be attached with the special seal of transfer for the enterprises.

In case of the transferred goods being returned, the transferring-in and transferring-out enterprise shall register the actual situation
of returning goods in the Registration Form, at the same time mark such words as “Returned Goods”, and attach the special seal of
transfer for the enterprises.

Article 9

Having executed receiving or delivering the goods, the transferring-in or transferring-out enterprise shall complete the procedures
of transfer settlement and customs declaration according to the following provisions:

(1)

The transferring-in and transferring-out enterprises shall complete the procedures of transfer settlement and customs declaration
separately with the customs authorities in the transferring-in and transferring-out place respectively. The transferring-in or transferring-out
enterprise may proceed with customs declaration in separate batches or for all goods concerned by presenting an Application Form.
The transferring-in (or transferring-out) enterprise shall complete the declaration of the goods within 90 days after physically
delivering (or receiving) the goods;

(2)

The transferring-in enterprise shall complete the procedures of transfer settlement and customs declaration in the transferring-in
place by way of such forms and documents as the Application Form and the Registration Form, and notify the transferring-out enterprise
of the information concerning transfer settlement and customs declaration no later than the second working day after completing the
declaration of the transferring-in goods;

(3)

The transferring-out enterprise shall complete the procedures of transfer settlement and customs declaration for the transferring-out
goods with the customs in the transferring-out place by way of such forms and documents as the Application Form and the Registration
Form within 10 days after receiving the notice from the transferring-in enterprise;

(4)

The declared price of the transferring-in and transferring-out goods shall be the actual transaction price of the transferred goods;

(5)

One declaration form of the transferring-in goods shall correspond to one declaration form of the transferring-out goods. The serial
number of declaration, number, quantity, price of the goods, and number of the handbook shall be the same in both of the declaration
forms;

(6)

If the transferring goods is declared in separate batches, the enterprise shall provide the original and duplicated copies of the
Application Form and Registration Form at the same time;

(7)

The enterprise failing to apply for the procedures of transfer settlement and customs declaration within the specified timeframe may
apply for the relevant procedures again after being handled by the customs authority according to Article 12 of the Measures.

Article 10

In the event that the transferring enterprise uses foreign exchanges for settling accounts, the customs shall issue the certificate
verifying foreign exchange settlement to attach to the declaration form according to the relevant provisions.

Article 11

If the competent customs authority administers the transfer across the costumers surveillance zones for processing trade through computer
networks, the enterprise may complete the record for file-keeping, registration and declaration of the transfer via the network.

Article 12

If the transferring-in or transferring-out enterprise violates the Measures, the violator shall be dealt with by the customs authority
according to the provisions of the Customs Law of the People’s Republic of China and Rules for the Implementation of Administrative
Penalties of he Customs Law of the People’s Republic of China; if the violation constitutes a criminal offence, the violator shall
be subject to criminal prosecution and punishments in accordance with law.

Article 13

The transfer of deep processing transaction by the enterprises in the same Customs surveillance zone shall be conducted according
to the Measures, and the procedures may be simplified if approved by the relevant Customs office directly under the Customs General
Administration. The specific approaches shall be formulated by the Customs offices concerned.

Article 14

The Customs General Administration is responsible for the interpretation of the Measures.

Article 15

The Measures shall take effect as of March 1, 2004. The Measures of the Customs of the People’s Republic of China for the Administration
of the Transfer of Deep Processing Transaction of the Bonded Goods for Processing Trade across the Costumers Surveillance Zones released
on September 22, 1999 (promulgated by Order No. 75 of the Customs General Administration) shall be abolished simultaneously.

Attachment:

1. Application Form for the Transfer of Deep Processing Transaction of the Bonded Goods for Processing Trade of the Customs of the
People’s Republic of China

2. Registration Form on the Actual Situation of Transfer of the Bonded Goods

3. Bill of Receiving and Delivering the Transferred Goods

Customs General Administration
2004-01-19

REPLY OF THE SUPREME PEOPLE’S COURT ON WHETHER OR NOT SHALL THE PEOPLE’S COURT ACCEPT THE DISPUTES CONCERNING THE AGREEMENT ON THE TRANSFER OF POLICY FINANCIAL ASSETS BETWEEN FINANCIAL ASSET MANAGEMENT COMPANIES AND STATE-OWNED COMMERCIAL BANKS

Reply of the Supreme People’s Court on Whether or Not Shall the People’s Court Accept the Disputes Concerning the Agreement on the
Transfer of Policy Financial Assets between Financial Asset Management Companies and State-owned Commercial Banks

Min Er Ta Zi [2004] No. 25
February 4, 2004

The higher People’s Court of Hubei Province,

We have received your Request for Instructions on the Law Application to the Appeal of Disputes Concerning the Credit Transfer Contract
between Hankou Sub-branch Wuhan City of the Agricultural Bank of China and Wuhan Office of China Great Wall Asset Management Company
(E Gao Fa [2004] No. 378). Upon deliberation, we hereby render our reply as follows:

The takeover of non-performing assets of state-owned commercial banks by the financial asset management company is done according
to the related state policies, and is of the nature of the appropriation of sate-owned assets in light of the instructions of the
government. The people’s court may not accept the cases concerning the dispute between financial asset management companies and state-owned
commercial banks over the alienation of policy financial assets. We agree to the second opinion of the judicial committee of your
court.

The Supreme People’s Court
2004-02-04

REGULATIONS ON FUNDS

State Council

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

No. 400

Regulations on Funds, adopted at the 38th executive meeting of the State Council on February 4th, 2004, are hereby promulgated. It
shall be implemented as of June 1st, 2004.

Wen Jiabao,Premierr of the State Council

March 8th, 2004

Regulations on Funds

Chapter 1 General Provisions

Article 1

This Regulation is formulated with a view to standardizing the organization and activities of funds, safeguarding the legitimate rights
and interests of funds, donators and beneficiaries and promoting social involvement in the philanthropic undertakings.

Article 2

“The fund” in this Regulation refers to the non-profit legal person incorporated under this Regulation for the purpose of public benefit
undertakings, on the strength of the properties donated by natural persons, legal persons or other originations.

Article 3

Funds include those that can solicit donations from the public (hereinafter referred to as public funds) and those that shall not
solicit donations from the public (hereinafter referred to as non-public finds). Public funds include, in accordance with the scope
of solicitation region, national public funds and local public funds.

Article 4

funds must abide by the constitution, laws, regulation, rules and national policies, shall not harm security and unification of the
state and national solidarity and shall not go against public morality.

Article 5

Funds shall engage in philanthropic activities in accordance with the articles of incorporation thereof in compliance with the principle
of openness and transparency.

Article 6

The civil affairs authority of the State Council and such authorities under the people’s governments at the level of a province, an
autonomous regions and a municipality directly under the Central Government are administrations which funds should register with.

The civil affairs authorities under the State Council are responsible for the registration and administration of the following funds
or representative institutions of funds:

(1)

National public funds;

(2)

Funds whose legal representative is proposed to be assumed by a non-Chinese-mainland resident;

(3)

Non-public funds whose original fund exceeds 20 million RMB Yuan and the sponsor thereof files the incorporation application to the
civil affairs authority under the State Council; and

(4)

Representative institutions established on mainland of China by overseas funds.

The civil affairs authorities under the people’s governments at the level of a province, an autonomous region and a municipality directly
under the Central Government are responsible for the registration and administration of local public funds within its respective
administrative region and non-public funds other than those provided in the previous paragraph.

Article 7

Relevant authorities of the State Council or organizations authorized by the State Council are competent agencies for the business
of funds and representative organizations of the overseas funds registered with the civil affairs authority under the State Council.

Relevant authorities under the people’s governments at the level of a province, an autonomous regions and a municipality directly
under the Central Government or organizations authorized thereby are competent agencies for the business of funds registered with
the civil affairs authorities under the people’s governments at the level of a province, an autonomous regions and a municipality
directly under the Central Government.

Chapter 2 Incorporation, Alteration and Cancellation

Article 8

A fund shall meet the following conditions to be incorporated:

(1)

it is incorporated for specific public benefit purposes;

(2)

the original fund shall be not less than, in the case of a national public fund RMB 8 million Yuan, in the case of a local public
fund RMB 4 million Yuan, in the case of a non-public fund RMB 2 million Yuan. The original fund shall be the monetary fund on the
account.

(3)

it shall has a name, articles of incorporation, an organizational structure as well as full-time working staff in compliance with
the activities it conducts;

(4)

it has a fixed domicile;

(5)

it can assume civil liabilities independently.

Article 9

The applicant shall submit the following documents to the authorities responsible for registration and administration for the incorporation
of a fund:

(1)

the application;

(2)

the draft articles of incorporation;

(3)

the capital verification certificate and the domicile certificate;

(4)

the list of the directors, personal identity certificates thereof as well as resumes of the proposed chairman of the board, vice-chairman
of the board and the secretary general;

(5)

the documents approving the incorporation issued by the competent authorities for business.

Article 10

The articles of incorporation of a fund shall specify its public benefit nature and shall not inure to the benefits of specific natural
persons, legal persons or other organizations.

The articles of incorporation shall set forth:

(1)

the name and the domicile;

(2)

the purpose of incorporation and the business scope of public benefit activities;

(3)

the amount of original fund

(4)

the composition, authorities and discussion rules of the board of directors, and the qualification, determination and term of office
of the directors

(5)

the responsibilities of the legal representative;

(6)

the responsibilities, qualifications, determination and term of office of the supervisors;

(7)

the preparation and the examination and approval of financial accounting reports;

(8)

the system of the management and utilization of properties

(9)

the conditions and procedures for the termination of the fund and the disposal of properties after termination.

Article 11

The registration and administration authorities shall, within 60 days from its receipt of all the valid documents set forth by Article
9 of this Regulation, decide whether to grant approval to registration or not. In case of approval, a Registration Certificate for
the Fund Legal Person shall be issued; In case of disapproval, reasons shall be given in writing.

The matters subject to incorporation registration of a fund include: the name, the domicile, the type, the purposes, the business
scope of public benefit activities, the original fund amount and the legal representative.

Article 12

To establish branches or representative institutions, a fund shall file the application for registration to the original registration
and administration authority, and submit documents containing such matters as the name, the domicile and the person in charge thereof.

The registration and administration authorities shall, within 60 days from receipt of all the valid documents set forth in the previous
article, decide whether to grant approval to registration or not. In case of approval, a Registration Certificate for Branch (Representative)
Institution of Fund shall be issued; In case of disapproval, reasons shall be given in writing.

The matters subject to incorporation registration of branch or representative institutions of a fund include: the name, the domicile,
the business scope of public benefit activities and the person in charge.

Branches or the representative institutions of a fund shall conduct activities as authorized by the fund and it does not possess the
status of a legal person.

Article 13

To establish representative institutions in mainland China, an overseas fund shall submit the following documents to the competent
authorities responsible for registration after obtaining the approval of the relevant authorities responsible for business:

(1)

the application;

(2)

the certificate of legal establishment of the fund abroad according to law and the charter of the fund;

(3)

the identity certificate and resume of the person in charge of the proposed representative institutions;

(4)

the certificate of domicile;

(5)

the document issued by the competent authorities for the business approving the establishment of the representative institutions in
mainland China.

The registration and administration authorities shall, within 60 days from receipt of all the valid documents set forth in the previous
article, decide whether to grant approval to registration or not. In case of approval, a Registration Certificate for Representative
Institution of Overseas Fund shall be issued; In case of disapproval, reasons shall be given in writing.

The matters subject to incorporation registration of the representative institution of an overseas fund include: the name, the domicile,
the business scope of public benefit activities and the person in charge.

Representative institution of an overseas fund shall engage in activities in compliance with the nature of Chinese public benefit
undertakings. The overseas funds shall assume civil liabilities in accordance with Chinese laws with respect to civil actions of
their representative institutions in mainland China.

Article 14

Funds and representative institutions of overseas funds shall, after registration in accordance with this Regulation, go through tax
registration according to law.

Funds and representative institutions of overseas funds shall, based on registration certificates, apply for organization code, prepare
seals and open bank accounts according to law.

Funds and representative institutions of overseas funds shall file with the registration and administration authorities the organization
code, the sample of the seal, the bank account number and the copy of taxation registration certificate.

Article 15

Funds, branches of funds, representative institutions of funds, and representative institutions of overseas funds shall, in case of
any change of registration entries, apply to the registration and administration authorities for alteration registration.

Amendments to the articles of incorporation of the fund shall be approved by the competent authorities of business and ratified by
the registration and administration authority.

Article 16

Funds and representative institutions of overseas funds shall apply for cancellation registration to the registration and administration
authority in case of:

(1)

termination pursuant to articles of incorporation;

(2)

inability to continue to engage in the public benefit activities pursuant to the purposes provided in the articles of incorporation;

(3)

termination on account of other reasons.

Article 17

A fund shall, in event of cancellation of its branches or its representative institutions, make cancellation registration of its branches
or its representative institutions with the registration and administration authority.

Where a fund is canceled, its branches or representative institutions shall be canceled simultaneously.

Article 18

A fund shall, before cancellation registration, establish a liquidation group and complete liquidation under the guidance of the registration
and administration authority and competent authorities of business.

A fund shall, within 15 days from the date when liquidation terminates, make cancellation registration with the registration and administration
authority. No activities other than liquidation shall be carried out within the liquidation period.

Article 19

Registration of incorporation, alteration or cancellation of funds, branches of funds, representative institutions of funds and representative
institutions of overseas funds shall be made public by the registration and administration authority.

Chapter 3 Organizational Structure

Article 20

A fund shall have a board of directors composed of 5 to 25 directors. Each term of office of the directors is provided for in the
articles of incorporation and shall not exceed 5 years. A director may serve consecutive terms if reelected upon expiration of his
term of office.

In the case of a non-public fund incorporated with private properties, the total number of directors as near relatives shall not exceed
one third of all the directors. In the case of other funds, directors as near relatives shall not serve on the board simultaneously.

The number of directors receiving remuneration from the fund shall not exceed one third of the total number of the directors.

Chairman of the board, vice-chairman of the board and secretary general of a fund are elected from the directors. The chairman of
the board is the legal representative of the fund.

Article 21

Board of directors, the decision-making organ of a foundation, shall perform its functions provided in the articles of incorporation
according to law.

The board of directors shall convene at least twice a year. The board of directors shall meet only if more than two thirds of the
directors are present. Any resolution of the board shall be approved by half of the directors present to be valid.

Resolution with respect to the following important matters shall be subject to vote by the directors present and approved by two thirds
to be valid:

(1)

amendments to the articles of incorporation;

(2)

election or removal of the Chairman of the Board, vice-chairman of the Board or the secretary general;

(3)

significant solicitation of donations or investment activities provided for in the articles of incorporation;

(4)

division or merger of the fund.

Meetings of the board shall be minted. Such minutes shall be checked, approved and signed by the directors present.

Article 22

A fund shall have a Board of supervisors, whose term of office is the same with that of the directors. Directors, close relatives
of the directors and financial staff of the fund shall not serve concurrently as supervisors.

Supervisors shall examine the financial and accounting materials pursuant to the procedures provided for in the articles of incorporation,
and supervise compliance by the Board of directors with laws and articles of incorporation.

Supervisors shall attend meetings of the board of directors as non-voting delegates. They have the right to inquire the board of directors
and make suggestions thereto and should report to the registration and administration authority, competent authorities of business
and authorities responsible for taxation and accounting.

Article 23

The positions of Chairman of the board, Vice-chairman and secretary general of funds shall not be held by current public servants.
The legal representative of funds shall not serve as the legal representative of other organizations simultaneously. The positions
of legal representatives of public funds and the non-public funds whose original fund comes from the mainland China shall be held
by residents in mainland China.

Anyone who was sentenced to public surveillance, detention or set term of imprisonment for committing a crime and not more than five
years has elapsed since the date of the expiration of the enforcement period, or anyone who is being or was deprived of political
rights for committing a crime, or anyone who ever served as Chairman, Vice-chairman or secretary general of a fund whose registration
was cancelled for illegal activities and was personally responsible for the illegal activities thereof, and not more than five years
has elapsed since the date of cancellation shall not serve as Chairman of the board, Vice-chairman or secretary general of a fund.

Directors of a fund shall not engage in the decision-making of relevant matters where their personal interests are related with the
interests of the fund. Directors, supervisors and their close relatives shall not have any transaction activities with the fund that
they are serving.

Supervisors and part-time directors serving in a fund shall not receive remuneration therefrom.

Article 24

Residents from Hong Kong, Macau, Taiwan and foreigners serving as Chairman of the board, Vice-chairman or secretary general of funds
as well as the person in charge of the representative institutions of overseas funds shall stay in mainland China for not less than
three months a year.

Chapter 4 Management and Utilization of Properties

Article 25

Funds shall solicit donations and accept donations in accordance with purposes and business scope of public benefit activities provided
for in the articles of incorporation thereof. Representative institutions of overseas funds are not allowed to solicit donations
and accept donations within the territory of China.

Public funds shall, in case of donations soliciting, make a public notice of the public benefit activities proposed to be held and
the detailed plans for utilization of the funds after having raised the funds concerned.

Article 26

Funds and donators and beneficiaries enjoy the preferential taxation treatment in accordance with the provisions of laws and administrative
regulations.

Article 27

The properties and other income of funds are protected by law and shall not be illicitly distributed, seized or embezzled among any
units or individuals.

Funds shall utilize its properties in accordance with purposes and business scope of public benefit activities provided for in the
articles of incorporation thereof, or in case of the donation whose specific way of utilization is specified in the donation agreement,
in accordance with the provisions in the donation agreement.

Where donated materials are unable to be utilized in compliance with the purposes, funds may auction or sell it, and the income thereof
shall be subject to the purposes of donation.

Article 28

Funds shall realize the preservation and increase of the value of funds on the principle of safety and efficiency according to law.

Article 29

Expenditure on the public benefit undertakings stipulated in the articles of incorporation every year shall be not less than, in case
of public funds 70% of the gross income in the previous year, in case of non-public funds 8% of the fund balance in the previous
year.

Expenditure on staff salary and welfare and administrative outlay of funds shall not exceed 10% of total expenditure in the current
year.

Article 30

Funds shall, in implementing public benefit financial support programmes, make a public notice of the types of the public benefit
financial support programmes and the procedures for application and appraisal.

Article 31

Funds may enter into contracts with beneficiaries, and the way of support to provide for the amount of support as well as the purpose
and way of utilization of the funds.

Funds have the right to supervise the utilization of the financial support. In case beneficiaries fail to utilize the financial support
in accordance with the contract or violate the contract, foundations are enpost_titled to rescind the financial support contract.

Article 32

Funds should carry out the national uniform accounting system, conduct accounting check-up according to law and establish and perfect
the internal accounting supervisory system.

Article 33

Remaining fund properties after cancellation shall be utilized for public benefit purposes as stipulated in the articles of incorporation.
For those cannot be disposed in accordance with the articles of incorporation, the registration and administration authority shall
donate them to social public benefit organization with the same nature and purpose as the said fund and make a public notice thereof.

Chapter 5 Supervision and Administration

Article 34

Fund registration and administration authorities perform the following supervisory and administrative functions:

(1)

conduct annual inspection on funds and representative institutions of overseas funds,

(2)

conduct daily supervision and administration over the activities of funds and representative institution of overseas funds in accordance
with this Regulation and the articles of incorporation,

(3)

punish the actions of funds and representative institutions of overseas funds in violation of this Regulation.

Article 35

Competent authorities for the business of the fund shall perform the following supervisory and administrative functions:

(1)

guide and supervise public benefit activities of funds and representative institutions of overseas funds in accordance with law and
articles of incorporation;

(2)

take charge of preliminary examination of the annual inspection on funds and representative institutions of overseas funds

(3)

cooperate with the registration and administration authorities and other law enforcement agencies to inspect and punish illegal actions
of funds and representative institutions of overseas funds.

Article 36

Funds and representative institutions of overseas funds shall submit annual working reports to the registration and administration
authorities before March 31st every year for annual examination. Annual working reports shall be examined and approved by competent
authorities of businesses before their submission to the registration and administration authorities.

Annual working reports shall include: financial accounting reports, auditing reports issued by certified public accountants, reports
on such activities as donation soliciting, donation acceptance, financial support provision and reports on the change of personnel
and organizational structure.

Article 37

Funds shall be subject to taxation and accounting supervision conducted by authorities responsible for taxation and accounting according
to law.

Funds shall, before reelection at expiration of office terms and change of legal representatives, conduct financial auditing.

Article 38

Funds and representative institutions of overseas funds shall, after passing the annual examination conducted by the registration
and administration authorities, make public the working reports through the media designated by the registration and administration
authorities for the inspection and supervision by the public.

Article 39

Donators are enpost_titled to inquire with funds the utilization and management of donated properties and make suggestions. Funds should
respond to the inquiry of donators faithfully and in time.

In case funds utilize donated properties in violation of the donation contracts, donators are enpost_titled to request funds to act in
compliance with the donation contract or apply to the people’s court for revoking the donation action or rescind donation contract.

Chapter 6 Legal Liabilities

Article 40

In case any organization that have not been registered or have its registration cancelled carries out activities in the name of a
fund, a branch of fund, a representative institution of a fund or a representative institutions of an overseas fund, the registration
and administration authorities shall outlaw it, confiscate its unlawful properties and issue public notice thereof.

Article 41

In the following cases, registration of involved funds, branches of funds, representative institutions of funds or representative
institutions of overseas funds shall be cancelled by the registration and administration authorities:

(1)

conceal real situations and practice fraud when applying for registration, or fail to conduct activities in accordance with articles
of incorporation within 12 months from the date of obtaining registration certificate;

(2)

where they satisfy conditions for cancellation but do not go through cancellation registration in accordance with this Regulation
and still continue to carry out activities .

Article 42

In the following cases, funds, branches of funds, representative institutions of funds or representative institutions of overseas
funds, which engage in any of the following circumstances, shall be given a warning, ordered to cease their activities by the registration
and administration authority and in serious cases, registration shall be cancelled:

(1)

fail to conduct activities in accordance with purposes and business scope of public benefit activities provided for in the articles
of incorporation thereof;

(2)

conceal real situations and practice fraud when preparing accounting certificates, registering accounting records or preparing financial
accounting reports;

(3)

fail to go through alteration registration procedures in accordance with provisions;

(4)

fail to fulfill the expenditure amount for public benefit undertakings in accordance with this Regulation;

(5)

fail to accept annual examination in accordance with this Regulation, or fail to qualify therein;

(6)

fail to perform the obligation of information disclosure or disclose fraudulent information

In case funds and representative institutions of overseas funds engaging in any of the above actions, the registration and administration
authority should request taxation authority to order the supplementary payment of the deducted and exempted taxes enjoyed during
the period of the continuing illegal actions by them.

Article 43

In case the board of directors make inappropriate decisions in violation of the provisions of this Regulation and articles of incorporation,
which incurred property loss to funds, directors participating in the decision shall assume corresponding liability for compensation.

Directors, supervisors and full-time working staff of funds who illegally distribute, seize or embezzle fund properties, shall return
property illegally possessed and utilized, or shall be prosecuted for criminal liabilities if the case constitutes a crime.

Article 44

In case funds and representative institutions of overseas funds are ordered to cease activities, the registration and administration
authority shall seal up the registration certificates, seals and financial certificates.

Article 45

In case any staff member working in the registration and administration authority and competent authorities of businesses abuses his
power, neglects his duty, engages in malpractices for personal gains, he shall be prosecuted for criminal liabilities if the case
constitutes a crime, or shall be subject to administrative sanctions or disciplinary sanctions if the case dose not constitute a
crime according to law.

Chapter 7 Supplementary Provisions

Article 46

For the purposes of this Regulation, overseas funds refer to funds incorporated according to law in foreign countries as well as in
Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region of the People’s Republic of China.

Article 47

Applications for establishing funds, format for annual working reports of funds and sample for articles of incorporation of funds
shall be formulated by civil affairs authorities under the State Council.

Article 48

This Regulation shall enter into force as of June 1, 2004, and Measures for Funds Administration promulgated by the State Council
on September 27, 1988 shall be repealed simultaneously.

Funds and representative institutions of overseas funds established before this Regulation goes into force shall, within six months
from the date when this Regulation come into force, apply for issuance of a new registration certificate in accordance with this
Regulation.

State Council
2004-03-08

MEASURES FOR ADMINISTRATION OF BULK CEMENT

Ministry of Commerce, Ministry of Finance, Ministry of Construction, Ministry of Railways, Ministry of Communications, General Administration
of Quality Supervision, Inspection and Quarantine, State Environmental Protection Administration

Decree No.5 of Ministry of Commerce, Ministry of Finance, Ministry of Construction, Ministry of Railways, Ministry of Communications,
General Administration of Quality Supervision, Inspection and Quarantine, State Environmental Protection Administration

Decree No.5

The Measures for Administration of Bulk Cement is formulated in accordance with the Cleaner Production Promotion Law of the People’s
Republic of China, hereby promulgated and shall go into effect as of the date of promulgation.

Bo Xilai, Minister of the Ministry of Commerce

Jin Renqing, Minister of the Ministry of Finance

Wang Guangtao, Minister of the Ministry of Construction

Liu Zhijun, Minister of the Ministry of Railways

Zhang Chunxian, Minister of the Ministry of Communications

LI Changjiang, Director of the General Administration of Quality Supervision,

Inspection and Quarantine

Xie Zhenhua, Director of the State Environmental Protection Administration

March 29, 2004

Measures for Administration of Bulk Cement

Article 1

These Measures are formulated to accelerate the development of bulk cement, save resources, protect and improve environment, increase
economic and social benefits and promote sustainable economic and social development, in accordance with the Cleaner Production Promotion
Law of the People’s Republic of China.

Article 2

For the purpose of these Measures, the bulk cement refers to cement which needn’t be packed but may, instead, leave the factory, be
transported, stored in special equipment and used directly.

Article 3

These Measures shall apply to any unit or individual that is engaged in the production, operation, transportation and use of cement
within the territory of the People’s Republic of China.

Article 4

The competent commercial administrative department under the State Council shall be responsible for coordinating the development and
administration of bulk cement throughout the nation. Competent administrative departments under the State Council concerning finance,
construction, railways, communications, quality and technical supervision, as well as environmental protection, shall, according
to their respective functions and duties, be in charge of work related to bulk cement.

Departments designated by local people’s governments at or above the county level shall be responsible for the supervision and administration
of bulk cement under their jurisdiction. Competent administrative departments under local people’s governments at or above the county
level in terms of finance, construction, communications, quality and technical supervision, as well as environmental protection,
shall, according to their respective functions and duties, be in charge of work related to bulk cement.

Offices in charge of bulk cement at all levels shall be responsible for specific administration of bulk cement within their respective
jurisdiction.

Article 5

The competent commercial administrative department under the State Council shall, in conjunction with pertinent departments, formulate
and promulgate a directory on production technologies, processes, equipment and products, which is applicable to bulk cement that
is encouraged by the State for development and ordered by the State to be eliminated within a limit of time.

Article 6

Enterprises manufacturing (including cement clinker grinding stations, the same below) and units using bagged cement shall, in strict
conformity with the Measures for Administration of Collection and Use of Special Funds for Bulk Cement (Cai Zong [2002] No.23) jointly
promulgated by the Ministry of Finance and the State Economic & Trade Commission, pay the special funds for bulk cement.

Article 7

Enterprises manufacturing cement which are newly built, extended or renovated, shall be designed and simultaneously constructed according
to requirements of the capacity to provide cement in bulk at a proportion of more than 70%, and be put into service on schedule.

Enterprises manufacturing cement which are newly built, extended or renovated shall undergo environmental impact assessments.

Article 8

Existing units manufacturing and using cement shall be fitted with equipment for providing and using bulk cement, and the bulk proportion
and realization period shall be determined by competent administrative departments for bulk cement under people’s governments of
various provinces, autonomous regions and municipalities directly under the Central Government.

Article 9

Any enterprise manufacturing cement shall observe provisions of the State regulations on production license administration, and shall
not manufacture bulk cement until having obtained a production license.

Article 10

Enterprises manufacturing cement shall organize the production pursuant to the cement quality management regulations, and shall neither
manufacture nor sell nonconforming bulk cement.

Article 11

Any unit or individual manufacturing, operating, transporting and using bulk cement shall conform to pertinent State measurement provisions.

Article 12

Any unit or individual manufacturing, operating, transporting and using bulk cement shall, subject to the Statistics Law of the People’s
Republic of China, submit relevant statistical reports to competent administrative departments for bulk cement.

Article 13

Any unit or individual manufacturing, operating and using bulk cement must take actions to ensure facilities and premises for manufacturing,
handling, transporting, storing and using bulk cement satisfy requirements on safety and environmental protection.

Article 14

Pertinent departments under local people’s government at or above the county level shall encourage the development of ready-mixed
concrete and ready-mixed mortar and, according to actual situations, prohibit the mixing of concrete on site in city proper within
a time limit, specific provisions concerning which shall be formulated by the competent commercial administrative department under
the State Council jointly with the competent construction administrative department under the State Council.

Article 15

Enterprises manufacturing ready-mixed concrete and ready-mixed mortar must completely use bulk cement, and enterprises manufacturing
cement products shall also actively use bulk cement.

Article 16

Units manufacturing, operating and using bulk cement as well as railway transportation departments for bulk cement shall strengthen
mutual coordination and cooperation, deal well with the dispatch and administration of special bulk cement vehicles, and improve
conveying efficiency of such vehicles.

Article 17

The State shall encourage and promote the development of bulk cement, Pertinent departments of local people’s governments at or above
the county level shall commend and encourage any unit or individual that makes outstanding contributions to the undertaking of bulk
cement.

Article 18

Where special funds for bulk cement are not fully paid in time, in violation of Article 6 of these Measures, penalties shall be given
by pertinent departments subject to relevant provisions of Chapter 4 under the Measures for Administration of Collection and Use
of Special Funds for Bulk Cement.

Article 19

If Article 10 , 11,12 and 13 of these Measures are violated, penalties shall be given by departments concerned in accordance with
such related laws and regulations as the Quality Law of the People’s Republic of China, the Measurement Law of the People’s Republic
of China, the Statistics Law of the People’s Republic of China, the Safe Production Law of the People’s Republic of China and the
Environmental Protection Law of the People’s Republic of China.

Article 20

Should Article 14 hereof be contravened by discretionarily mixing concrete on site, penalties shall be given by related departments
in conformity with relevant provisions.

Article 21

An enterprise manufacturing ready-mixed concrete and ready-mixed mortar, if failing to use bulk cement or failing to do so completely
in violation of Article 15 hereof, shall be ordered to make rectifications by competent construction administrative departments,
and may be imposed a fine of RMB 100 yuan per cubic meter of concrete or RMB 300 yuan per ton of bagged cement, in a total amount
not more than RMB 30,000 yuan.

Article 22

Competent administrative departments for bulk cement at all levels shall give cooperation to pertinent competent administrative departments
in dealing well with administrative law enforcement and penalties concerning bulk cement and ready-mixed concrete.

Article 23

For the purpose of these Measures, the ready-mixed concrete (mortar) (also named commercial concrete or mortar) refers to concrete
(mortar) mixture which is transported to places of uses after having been made by measuring in a centralized manner and mixing according
to certain components, the cement, aggregate, water, as well as admixtures and additives that are required to be added into.

The capacity to provide bulk cement as used herein refers to the proportion of stock inventory of bulk cement in the capacity of cement
warehouse.

Article 24

The Ministry of Commerce shall, in conjunction with pertinent departments, be responsible for the interpretation of these Measures.

Article 25

These Measures shall go into effect as of the date of promulgation.

Ministry of Commerce, Ministry of Finance, Ministry of Construction, Ministry of Railways, Ministry of Communications,
General Administration of Quality Supervision, Inspection and Quarantine, State Environmental Protection Administration
2004-03-29

MEASURES FOR ACCREDITATION OF QUALIFICATIONS OF THE ENTERPRISES UNDERTAKING FOREIGN AID MATERIAL PROJECTS (FOR TRIAL IMPLEMENTATION)

2004051520040701the Ministry of CommerceOrder of the Ministry of Commerce of the People’s Republic of ChinaNo.10The Measures for Accreditation of Qualifications of the Enterprises Undertaking Foreign Aid Material Projects (For Trial Implementation),
which were adopted upon deliberation at the 4th executive meeting of the Ministry of Commerce of the People’s Republic of China on
March 12, 2004, are hereby promulgated and shall go into effect as of July 1, 2004.Minister of the Ministry of Commerce Bo XilaiMay 15, 2004epdf/e04508.pdfA5Foreign aid, material project, accreditation of qualificationse04508Measures for Accreditation of Qualifications of the Enterprises Undertaking Foreign Aid Material Projects (For Trial Implementation)The present Measures are hereby formulated in order to regulate the administration on qualifications of the enterprises undertaking
the foreign aid material projects (hereinafter referred to the “FAMP”).I.General Provisions1.The present Measures shall apply to the accreditation of the qualifications of the enterprises undertaking the FAMP (hereinafter referred
to as the “FAMP enterprises”).2.The “FAMP” as mentioned in the present Measures refers to the material project (including general material project and single equipment
project) which are undertaken with the aid given gratis, gift loan, or low interests loan provided by the Chinese government to foreign
countries or under other special items of aid funds.3.Application for qualifications of an FAMP enterprise shall be in accordance with the qualification requirements and procedures as
prescribed by the present Measures, and an enterprise may not undertake the FAMP until it is qualified upon the examination and has
obtained the qualifications of an FAMP enterprise of the corresponding grade.II.Grade of Qualifications1.According to the present Measures, the qualifications of the FAMP enterprises are classified into Grade A, Grade B and Grade C.2.The Grade A FAMP enterprises may undertake all the FAMP. The Grade B FAMP enterprises may only undertake the FAMP with the total value
of no more than RMB 10 million Yuan. And the Grade C FAMP enterprises may only undertake the FAMP with the total value of no more
than RMB 3 million Yuan.3.The Grade A, Grade B or Grade C FAMP enterprises shall be degraded or upgraded according to the requirements and procedures as prescribed
in the present Measures.III.Qualification Requirements1.The Grade A FAMP enterprises shall be Chinese enterprises as legal person satisfying all of the following qualification requirements:(1)All the contributors shall be Chinese investors;(2)Having been put on records and registered as a business operator of foreign trade under the provisions of the Foreign Trade Law;(3)The registered capital shall be not less than RMB 50 million Yuan;(4)Operating without any loss for last two years prior to application (examination and verification);(5)The total volume of import and export completed in cargo trade shall be no less than 100 million dollars on average in the last two
years prior to application (examination and verification); and(6)Having no records of being imposed upon criminal punishments or administrative sanctions due to undertaking of illegal business activities
or serious violation of the relevant provisions of the State on the administration of foreign aid within the 2 years prior to application
(examination and verification).2.The Grade B FAMP enterprises shall be Chinese enterprises as legal person satisfying all of the following qualification requirements:(1)All the contributors shall be Chinese investors;(2)Having been put on records and registered as a business operator of foreign trade under the provisions of the Foreign Trade Law;(3)The registered capital shall be no less than RMB 10 million Yuan;(4)Operating without any loss for the last two years prior to application (examination and verification);(5)The total volume of import and export completed in cargo trade shall be no less than 50 million dollars on average in last two years
prior to application (examination and verification); or having undertaken the FAMP in last two years prior to application (examination
and verification) and the accumulative contracted value of projects implemented shall be no less than RMB 20 million Yuan; and(6)Having no records of being imposed upon criminal punishments or administrative sanctions due to undertaking of illegal business activities
or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to application
(examination and verification).3.The Grade C FAMP enterprises shall be Chinese enterprises as legal person satisfying all of the following qualification requirements:(1)All the contributors shall be Chinese investors;(2)Having been put on records and registered as a business operator of foreign trade under the provisions of the Foreign Trade Law;(3)Operating without any loss for last two years prior to application (examination and verification);(4)Having undertaken the FAMP in last two years prior to application (examination and verification) and the accumulative contracted value
of projects implemented shall be no less than RMB 10 million Yuan; and(5)Having no records of being imposed upon criminal punishments or administrative sanctions due to undertaking of illegal business activities
or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to application
(examination and verification).IV.Procedures for Qualification Application and Accreditation1.Enterprises under the Central Government shall apply to the Ministry of Commerce for the qualifications of an FAMP enterprise.Other enterprises shall apply to the competent commerce departments of the provinces, autonomous regions and municipalities directly
under the Central Government (hereinafter referred to as the “provincial competent commerce departments”) of the registration place.
And the provincial competent commerce departments shall complete the preliminary examination and verification within 20 working days
as of the date of receipt of the application. If the application passes the preliminary examination and verification, they shall
submit to the Ministry of Commerce the opinions of the preliminary examination and verification together with the application documents
of the enterprise for approval.2.An enterprise shall provide the following application documents when applying for qualifications of an FAMP enterprise:(1)Letter of application;(2)Photocopy of business license of the legal entity;(3)Capital verification report;(4)Documents of identity certificates of contributors (if the contributors are natural persons, their identity certificates and the photocopies
thereof shall be provided. If the contributors are non-natural persons, their registration certificates and the photocopies thereof,
identity certificates of their legal representatives and the photocopies thereof shall be provided);(5)Documents certifying it has been put on records and registered as a business operator of foreign trade;(6)Financial statements of the enterprise in the last two years which have been audited by an accounting institution or auditing institution;(7)Statement of the enterprise on the fact that it has no records of being imposed upon criminal punishments or administrative sanctions
due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration
of foreign aid; and(8)Other documents required by the Ministry of Commerce if necessary.3.The Ministry of Commerce shall complete the examination and verification within 20 working days from the date of accepting the application
of the under the Central government or receiving the preliminary examination and verification documents from the provincial competent
commerce departments, and announce the conclusions within 10 working days after completing the examination and verification.V.Administration on Qualifications1.In case an enterprise qualified for an FAMP enterprise, meet with any of the following changes, it shall file them with the Ministry
of Commerce for record within one month from the date of change:(1)Change of the name of the enterprise;(2)Change of the domicile of the enterprise;(3)Change of the legal representative of the enterprise; or(4)Change of contributors.An enterprise that is not under the Central Government shall send a copy of the said documents to the provincial competent commerce
department of its registration place at the same time.2.The Ministry of Commerce shall implement dynamic qualification management on the enterprises that have obtained the qualifications
of an FAMP enterprise, examine and verify their qualifications once every 2 years since the year of trial implementation of the present
Measures, and issue a notice in this regard prior to each examination and verification. Those enterprises that have obtained the
qualifications of an FAMP enterprise in the year of qualification examination and verification may not take part in the qualification
examination and verification for the same year.3.An enterprise taking part in the qualification examination and verification shall submit the following documents to the Ministry of
Commerce before the deadlines as prescribed in the notice of qualification examination and verification:(1)Letter of application for the qualification verification and examination;(2)Photocopy of business license of the legal entity;(3)Capital verification report;(4)Documents of identity certificates of contributors (if the contributors are natural persons, their identity certificates and the photocopies
thereof shall be provided. If the contributors are non-natural persons, their registration certificates and the photocopies thereof,
identity certificate of their legal representatives and the photocopies thereof shall be provided);(5)Documents certifying it has been put on records and registered as a business operator of foreign trade;(6)Financial statements of the enterprise in the last two years which have been audited by an accounting institution or auditing institution;(7)Statement of the enterprise on the fact that it has no records of being imposed upon criminal punishments or administrative sanctions
due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration
of foreign aid with 2 years prior to examination and verification; and(8)Other documents required by the Ministry of Commerce if necessary.4.An enterprise applying for being upgraded shall, in addition to submitting the said documents for the purpose of examination and verification,
apply officially for being upgraded in the letter of application for qualification examination and verification, and shall be upgraded
if it conforms to the qualification requirements for upgrading upon examination and verification.5.If, upon examination and verification, an enterprise fails to satisfy the qualification requirements of FAMP enterprise of an upper
grade but meets those of a lower grade, the enterprise shall be automatically downgraded to the corresponding grade. If, upon examination
and verification, an enterprise fails to satisfy the qualification requirements for any grade of the FAMP enterprise, shall be automatically
disqualified for being an FAMP enterprise.6.If an FAMP enterprise fails to submit the documents for examination and verification before the deadline as prescribed in the notice
of qualification examination and verification, it shall be automatically disqualified for being an FAMP enterprise.7.An enterprise that is automatically disqualified for being an FAMP enterprise may not reapply for such qualifications within one year
from the deadline for submitting the documents for examination and verification as prescribed in the notice of qualification examination
and verification.8.The Ministry of Commerce shall complete the examination and verification within 20 working days after expiration of the deadline for
submitting the documents for examination and verification as prescribed in the notice of qualification examination and verification,
and announce the conclusions within 10 working days after completing the examination and verification.9.Where an enterprise obtains the qualification of an FAMP enterprise by such improper means as cheating or bribery, the Ministry of
Commerce shall have the power to revoke its qualifications.VI.Supplementary Provisions1.The “Chinese investors” as mentioned in the present Measures may not include the foreign-funded enterprises.2.The present Measures shall go into effect as of July 1, 2004.3.The power to interpret the present Measures shall reside in the Ministry of Commerce.

the Ministry of Commerce
2004-05-15

FOREIGN TRADE LAW

Foreign Trade Law of the People’s Republic of China

(Adopted at the 7th Meeting of the Standing Committee of the Eighth National People’s Congress on May 12, 1994, revised
at the 8th Meeting of the Standing Committee of the Tenth National People’s Congress and promulgated by Order No. 15 of the President
of the People’s Republic of China on April 6, 2004)

Contents

Chapter I General Provisions

Chapter II Foreign Trade Dealers

Chapter III Import and Export of Goods and Technologies

Chapter IV International Trade in Services

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

Chapter VI Foreign Trade Order

Chapter VII Foreign Trade Investigation

Chapter VIII Foreign Trade Remedies

Chapter IX Promotion of Foreign Trade

Chapter X Legal Responsibility

Chapter XI Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted with a view to opening wider to the outside world, developing foreign trade, maintaining foreign
trade order, protecting the legitimate rights and interests of foreign trade dealers and promoting the sound development of the socialist
market economy.

Article 2 This Law is applicable to foreign trade and the protection of foreign-trade-related aspects of intellectual property
rights.

For purposes of this Law, foreign trade refers to the import and export of goods and technologies, and international service trade.

Article 3 The department for foreign trade under the State Council is in charge of foreign trade throughout the country pursuant
to this Law.

Article 4 The State applies a unified system of foreign trade, encourages the development of foreign trade and preserves a
fair and free foreign trade order.

Article 5 The People’s Republic of China, on the principle of equality and mutual benefit, promotes and develops trade relations
with other countries and regions, concludes or accedes to such regional economic and trade agreements as tariff alliances agreement
and free trade zone agreement, and joins regional economic organizations.

Article 6 In the field of foreign trade, the People’s Republic of China, in accordance with the international treaties and
agreements it has signed or acceded to, grants the other signatories or acceding parties most-favored-nation treatment or national
treatment, or on the principle of mutual benefit and reciprocity, grants the other party most-favored-nation treatment or national
treatment, etc.

Article 7 In the event that any country or region adopts prohibitive, restrictive or other similar measures that are discriminatory
in nature against the People’s Republic of China in trade, the People’s Republic of China may, in light of the actual conditions,
take countermeasures against the country or region accordingly.

Chapter II

Foreign Trade Dealers

Article 8 For purposes of this Law, foreign trade dealers refer to the legal persons, other organizations or individuals that
have gone through the formalities of industrial, commercial or other registration in accordance with law and engage in foreign trade
activities in compliance with the provisions of this Law and relevant laws and administrative regulations.

Article 9 A foreign trade dealer who intends to engage in the import and export of goods or technologies shall register with
the department for foreign trade under the State Council or the body it entrusts with the registration, unless otherwise prescribed
by laws, administrative regulations or by the said department. The specific measures for registration shall be formulated by the
department.

Where a foreign trade dealer fails to register as required by regulations, the Customs shall not process the procedures of declaration,
inspection and release for the import or export of goods.

Article 10 The units and individuals engaged in international trade in services shall observe the provisions of this Law, and
of the relevant laws and administrative regulations.

The units engaged in contracted construction of foreign projects or service cooperation with other countries shall have the necessary
eligibility or qualification. The specific measures in this regard shall be formulated by the State Council.

Article 11 The State may put the import and export of certain goods under the control of State- operated trading. Such goods
shall only be imported and exported by the authorized enterprises, expect the import and export of certain quantities of the goods
under State- operated trading which the State permits to be operated by unauthorized enterprises.

The catalogues of the goods under the control of State- operated trading and the authorized enterprises shall be determined, adjusted
and published by the department for foreign trade under the State Council in conjunction with the relevant department under the State
Council.

Where, in violation of the provisions in the first paragraph of this Article, the goods under State- operated trading are imported
or exported without authorization, the Customs shall not grant to them clearance.

Article 12 A foreign trade dealer may accept the entrustment by another person to engage in foreign trade as an agent within the
scope of its business operations.

Article 13 A foreign trade dealer shall, in accordance with the regulations laid down according to law by the department for foreign
trade under the State Council or any other relevant department under the State Council, submit to relevant departments the
documents and information related to its foreign trade activities. The latter shall keep the business secrets for the former.

Chapter III

Import and Export of Goods and Technologies

Article 14 The State permits free import and export of goods and technologies, except where otherwise provided for in laws and administrative
regulations.

Article 15 The department for foreign trade under the State Council may, based on the need to monitor imports and exports, implement
an automatic import and export licensing system for certain goods subject to free import and export and shall publish the catalogue
thereof.

Where the consignee or consigner, before going through the Customs declaration formalities, submits an application for automatic
licensing for the import or export of the goods under such licensing, the department for foreign trade under the State Council or
its authorized department shall grant permission to it . The Customs shall not grant clearance to the goods for which the formalities
for automatic licensing are not gone through.

In the case of importing or exporting technologies subject to free import and export, the contracts thereof shall be registered with
the department for foreign trade under the State Council or the authority it entrusts with such registration.

Article 16 For the following reasons, the State may restrict or prohibit the import or export of relevant goods and technologies:

(1) for safeguarding State security, and public interests and ethics, it is necessary to restrict or prohibit their import and export;

(2) for protecting human health or safety, the lives or health of animals and plants, or the environment, it is necessary to restrict
or prohibit their import or export;

(3) for implementing the measures related to the import and export of gold and silver, it is necessary to restrict or prohibit their
import or export;

(4) because of short supply on domestic market or for effective conservation of exhaustible natural resources, it is necessary to
restrict or prohibit their export;

(5) because of the limited market capacity of the importing country or region, it is necessary to restrict their export;

(6) because of serious chaos in export order, it is necessary to restrict their export;

(7) for establishing or speeding up the establishment of a particular domestic industry, it is necessary to restrict their import;

(8) it is necessary to restrict the import of agricultural, animal husbandry and fishery products of any form;

(9) for maintaining the State’s international financial position and the balance of international receipts and payments, it is necessary
to restrict their import;

(10) other goods the import or export of which needs to be restricted or prohibited, as required by laws and administrative regulations;
or

(11) other goods the import or export of which needs to be restricted or prohibited in accordance with the provisions of international
treaties or agreements signed or acceded to by the People’s Republic of China.

Article 17 With regard to the import and export of goods and technologies related to fissile and fusion material or the substances
from which such material is derived, and the imports and exports related to arms, ammunition or other military supplies, the State
may adopt any necessary measures to safeguard State security.

In wartime or for the purpose of preserving international peace and security, the State may adopt any necessary measures in respect
of the import and export of goods and technologies.

Article 18 The department for foreign trade under the State Council shall, in conjunction with other departments under the
State Council and in accordance with the provisions in Articles 16 and 17 of this Law, formulate, adjust and publish the catalogue
of goods and technologies that are restricted or prohibited for import or export.

With the approval of the State Council, the department for foreign trade under the State Council or the said department in conjunction
with other relevant departments under the State Council may, within the scope specified by the provisions in Article 16 and 17 of
this Law, decide on temporary restriction or prohibition on the import or export of specific goods and technologies other than the
ones listed in the catalogue mentioned in the preceding paragraph.

Article 19 The State exercises control of the goods subject to import or export restriction through quotas, licensing, etc;
with regard to the technologies the import or export of which is restricted, it exercises control through licensing.

The goods and technologies subject to control through quotas or licensing may only be imported or exported upon permission by the
department for foreign trade under the State Council, or upon permission jointly by the department and the relevant departments under
the State Council, as required by the regulations of the State Council.

The State exercises control of part of the imported goods through tariff-rate quota.

Article 20 Quotas for imported and exported goods and tariff-rate quotas shall be distributed by the department for foreign trade
under the State Council or the relevant departments under the State Council within the limits of their respective responsibilities,
on the principles of openness, fairness, impartiality and efficiency. The specific measures in this regard shall be formulated by
the State Council.

Article 21 The State implements a unified commodity assessment system and, in accordance with the provisions of relevant laws
and administrative regulations, carries out certification, inspection and quarantine in respect of imported and exported commodities.

Article 22 The State applies rules of origin to the imported and exported goods. The specific measures in this regard shall
be formulated by the State Council.

Article 23 Where the import or export of cultural relics, wild animals and plants and their products are prohibited or restricted
by the provisions of other laws or administrative regulations, the provisions of those laws and administrative regulations shall
prevail.

Chapter IV

International Trade in Services

Article 24 In respect of international trade in services, the People’s Republic of China shall, in accordance with its commitments
made in the international treaties or agreements it has signed or acceded to, grant the other signatories and acceding parties market
access and national treatment.

Article 25 The department for foreign trade under the State Council and the relevant departments under the State Council shall, pursuant
to the provisions of this Law and the relevant laws and administrative regulations, regulate international trade in services.

Article 26 For any of the following reasons, the State may restrict or prohibit the relevant international trade in services:

(1) restrictions or prohibitions are needed for safeguarding State security and public interests and ethics;

(2) restrictions or prohibitions are needed for protecting human health or safety, the lives or health of animals and plants, or
the environment;

(3) restrictions are needed for establishing or speeding up the establishment of a particular domestic service industry;

(4) restrictions are needed for maintaining the balance of receipts and payments of the State in foreign exchanges;

(5) restrictions or prohibitions are needed for other reasons, as laws and administrative regulations so provide; or

(6) restrictions or prohibitions are needed for other reasons, as required by the provisions of the international treaties or agreements
which China has signed or acceded to.

Article 27 With regard to military-related international trade in services, and international trade in services related to fissile
and fusion material or the substances from which such material is derived, the State may adopt any necessary measure to safeguard
State security.

In wartime or for the purpose of preserving international peace and security, the State may adopt any necessary measure in respect
of international trade in services.

Article 28 The department for foreign trade under the State Council shall, in conjunction with the relevant departments under the
State Council and in accordance with the provisions in Articles 26 and 27 of this Law and relevant laws and administrative regulations,
formulate, adjust and publish the market access catalogue of international trade in services.

Chapter V

Protection of Trade-Related Aspects of Intellectual Property Rights

Article 29 The State protects trade-related intellectual property rights in accordance with the laws and administrative regulations
concerning intellectual property rights.

Where any imported goods infringe upon intellectual property rights and impair foreign trade order, the department for foreign trade
under the State Council may take such measures as prohibiting, for a specified period of time, the import of the relevant goods produced
or sold by the infringer.

Article 30 Where the owner of a intellectual property right commits any of the acts, such as preventing the licensee from challenging
the validity of the intellectual property right in the licensing contract, imposing mandatory package licensing on the licensee or
incorporating exclusive grant-back conditions in the licensing contract, which undermines the order of fair competition in foreign
trade, the department for foreign trade under the State Council may take any necessary measures to eliminate the harm done.

Article 31 If any country or region fails to grant the legal persons, other organizations or individuals from the People’s Republic
of China national treatment in respect of protection of intellectual property rights, or cannot adequately and effectively protect
the intellectual property rights in respect of the goods, technologies or services from the People’s Republic of China, the department
for foreign trade under the State Council may, in accordance with the provisions of this Law and the relevant laws and administrative
regulations, and the international treaties or agreements which the People’s Republic of China has signed or acceded to, take any
necessary measures in respect of trade with the country or region in question.

Chapter VI

Foreign Trade Order

Article 32 In foreign trade activities, monopolistic behavior in violation of the provisions of the laws and administrative regulations
against monopoly is not allowed.

In foreign trade activities, any monopolistic behavior that jeopardizes fair market competition shall be dealt with in accordance
with the provisions of the laws and administrative regulations against monopoly.

In the event that violations as mentioned in the preceding paragraph are committed, which undermine foreign trade order, the department
for foreign trade under the State Council may take any necessary measures to eliminate the harm done.

Article 33 In foreign trade activities, no one may engage in unfair competition, such as selling commodities at unreasonably low
prices, colluding with another person in a tender, publishing false advertisements and practising commercial bribery.

Any unfair competition in foreign trade activities shall be dealt with in accordance with the provisions of laws and administrative
regulations against unfair competition.

Article 34 In foreign trade activities, none of the following acts may be committed:

(1) forging or falsifying marks of origin of imported or exported goods; forging, falsifying or dealing in origin certificates
of imported or exported goods, import or export licenses, certificates of import or export quotas, or any other import or export
certificates;

(2) obtaining export tax refund by fraudulent means;

(3) smuggling;

(4) evading certification, inspection or quarantine which is required by laws and administrative regulations; or

(5) other acts in violation of the provisions of laws and administrative regulations.

Article 35 In foreign trade activities, foreign trade dealers shall act in compliance with the regulations of the State governing
foreign exchange control.

Article 36 The department for foreign trade under the State Council may make known to the public any violations of this Law, which
undermine foreign trade order.

Chapter VII

Foreign Trade Investigation

Article 37 To maintain foreign trade order, the department for foreign trade under the State Council may, on its own or jointly with
the relevant departments under the State Council, investigate the following matters in accordance with the provisions of laws and
administrative regulations:

(1) the impact on domestic industries and their competitiveness exerted by the imported and exported goods, imported or exported
technologies, and international trade in services;

(2) trade barriers erected by relevant countries or regions;

(3) matters needing to be investigated in order to determine whether such foreign trade remedies as anti-dumping, countervailing
duties and safeguards should be taken in accordance with law;

(4) acts circumventing foreign trade remedies;

(5) matters concerning State security and interests in foreign trade;

(6) matters needing to be investigated in order to enforce the provisions in Article 7, the second paragraph of Article 29, Articles
30 and 31, the third paragraph of Article 32 and of Article 33; and

(7) other matters that may have an impact on foreign trade order.

Article 38 The initiation of a foreign trade investigation shall be announced by the department for foreign trade under the State
Council.

The investigation may be conducted in the form of written questionnaire, hearing, on-the-spot investigation, entrusted investigation,
etc.

The department for foreign trade under the State Council shall, based on the findings, submit an investigation report or make a ruling,
and make the matter known to the public.

Article 39 The units and individuals concerned shall cooperate and assist in foreign trade investigation.

The department for foreign trade under the State Council and the relevant departments under the State Council and their staff members
shall have the obligation to keep confidential the State secrets and business secrets they come to know in the course of foreign
trade investigation.

Chapter VIII

Foreign Trade Remedies

Article 40 The State may, based on the findings of foreign trade investigation, take appropriate measures of foreign trade remedies.

Article 41 Where a product from another country or region is dumped into the domestic market at a price lower than its normal value,
thus causing or threatening to cause substantive damage to an established domestic industry, or presenting a substantive impediment
to the establishment of a domestic industry, the State may take anti-dumping measures to eliminate or mitigate such damage, threat
of damage, or impediment.

Article 42 Where a product from another country or region is exported to the market of a third country at a price lower than its
normal value, thus causing or threatening to cause substantive damage to an established domestic industry, or presenting a substantive
impediment to the establishment of a domestic industry, the department for foreign trade under the State Council may, in response
to the application submitted by the domestic industry, conduct consultations with the government of that third country and request
it to take appropriate measures.

Article 43 Where an imported product to which specific subsidies of any form are directly or indirectly granted by the exporting
country or region causes or threatens to cause substantive damage to an established domestic industry, or presents a substantive
impediment to the establishment of a domestic industry, the State may take countervailing measures to eliminate or mitigate such
damage or threat of damage, or impediment.

Article 44 Where the substantial increase in the quantities of an imported product causes or threatens to cause serious damage to
a domestic producer of like product or a manufacturer of a product directly competitive to the imported one, the State may take the
necessary safeguard measures to eliminate or mitigate such damage or threat of damage and, at the same time, provide the industry
concerned with the necessary support.

Article 45 Where the increase in the services provided to China by the service supplier of another country or region causes or threatens
to cause damage to the domestic industry that provides like or directly competitive services, the State may take the necessary remedies
measures to eliminate or mitigate such damage or threat of damage.

Article 46 Where the substantial increase in the quantities of a certain product imported into the domestic market, as a result of
the restrictions imposed by a third country on its import, causes or threatens to cause damage to an established domestic industry,
or presents a impediment to the establishment of a domestic industry, the State may take the necessary remedies measures to restrict
the import of the said product.

Article 47 Where a country or region that has signed or jointly acceded to the economic and trade treaties or agreements with the
People’s Republic of China violates the provisions of such treaties and agreements and thus causes losses or damage to the interests
the People’s Republic of China is enpost_titled to under these treaties and agreements, or impedes the achievement of the objectives set
in the treaties and agreements, the government of the People’s Republic of China has the right to request the government of the country
or region concerned to take appropriate remedies measures and may suspend or terminate its performance of relevant obligations in
compliance with the relevant treaties and agreements.

Article 48 The department for foreign trade under the State Council shall, in accordance with the provisions of this Law and relevant
laws, carry out bilateral or multilateral foreign trade consultations and negotiations and settle disputes over such trade.

Article 49 The department for foreign trade under the State Council and the relevant departments under the State Council shall establish
precaution and emergency mechanism for the import and export of goods and of technologies and for the international trade in services
to cope with unexpected and unusual situations in foreign trade and safeguard the economic security of the State.

Article 50 The State may take the necessary anti-circumvention measures against the activities that circumvent the foreign trade
remedies measures prescribed in this Law.

Chapter IX

Promotion of Foreign Trade

Article 51 The State formulates strategies for the development of foreign trade, and establishes and improves the mechanism for promoting
foreign trade.

Article 52 The State, in light of the need for the development of foreign trade, establishes and improves financial institutions
in the service of foreign trade and establishes development fund and risk fund for foreign trade.

Article 53 The State develops foreign trade by means of import and export credit, export credit insurance, export tax refund and
other means designed to promote foreign trade.

Article 54 The State establishes a system of public information service for foreign trade, providing foreign trade dealers and the
public with information services.

Article 55 The State takes measures to encourage foreign trade dealers to exploit international market, and extend foreign trade
by a variety of means such as investment abroad, contract for foreign construction projects and overseas labor service cooperation.

Article 56 Foreign trade dealers may establish or join relevant associations or chambers of commerce in accordance with law.

The relevant associations and chambers of commerce shall observe laws and administrative regulations; in compliance with their articles
of association, provide their members with foreign-trade-related services in production, marketing, information, training, etc.;
play the role of coordination and self-discipline; submit applications for foreign trade remedies measures according to law; safeguard
the interests of their members and the industry; report to relevant government departments suggestions made by their members regarding
foreign trade; and carry out activities for promotion of foreign trade.

Article 57 The organization for the promotion of international trade in China shall, in accordance with its articles of association,
develop external relations, hold exhibitions, provide information and advisory services and carry out other activities to promote
foreign trade.

Article 58 The State supports and facilitates small and medium-sized enterprises to develop foreign trade.

Article 59 The State supports and promotes the development of foreign trade in ethnic autonomous regions and economically under-developed
areas.

Chapter X

Legal Responsibility

Article 60 The department for foreign trade under the State Council or the relevant department under the State Council may impose
a fine of not more than RMB 50,000 yuan on enterprise that, in violation of the provisions in Article 11 of this Law and without
authorization, imports or exports the goods subject to control of State-operated trading, and if the circumstances are serious, it
may, within three years from the date the administrative penalty decision takes effect, refuse to accept the application submitted
by the offender for engaging in the business of import and export of the goods subject to control of State-operated trading , or
may withdraw the authorization granted to the offender for the import and export of other goods subject to control of State-operated
trading.

Article 61Any dealer who imports or exports the goods the import and export of which are prohibited or, without authorization, imports
or exports the goods import and export of which are restricted shall be dealt with and penalized by the Customs in accordance with
the provisions of relevant laws and administrative regulations; if its act constitutes a crime, it shall be investigated for criminal
responsibility according to law.

Any dealer who imports or exports the technologies the import and export of which are prohibited or, without authorization, imports
or exports the technologies the import and export of which are restricted shall be dealt with and penalized in accordance with the
provisions of relevant laws and regulations. Where there are no provisions in laws or administrative regulations to go by, the department
for foreign trade under the State Council shall order it to rectify, confiscate its unlawful gains and, in addition, impose a fine
of not less than the amount of the unlawful gains but not more than five times that amount. If there are no unlawful gains or such
gains are less than 10,000 yuan, a fine of not more than 10,000 yuan but not more than 50,000 yuan shall be imposed. If its act constitutes
a crime, it shall be investigated for criminal responsibility according to law.

Within three years from the date the administrative penalty decision or the criminal penalty judgment takes effect, as specified
in the preceding two paragraphs, the department for foreign trade under the State Council or the relevant department under the State
Council may refuse to accept the application submitted by the offender for import or export quotas or license, or prohibit the offender
from engaging in the import or export of relevant goods and technologies for a period of not less than one year but not more than
three years.

Article 62 Any dealer that engages in the international trade in services subject to prohibition or, without authorization, engages
in the international trade in services subject to restriction shall be penalized in accordance with the provisions of relevant laws
and administrative regulations. Where there are no provis

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

MEASURES FOR THE ADMINISTRATION OF DEVELOPMENT STRATEGIES AND PLANS OF CENTRAL ENTERPRISES (FOR TRIAL IMPLEMENTATION)

THE CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON INCREASING THE EXPORT TAX REFUND RATE OF A PART OF INFORMATION TECHNOLOGY (IT) PRODUCTS

PROVISIONS OF THE CUSTOMS OF THE PRC ON IMPLEMENTATION OF THE RULES OF ORIGIN OF GOODS UNDER THE SPECIAL PREFERENTIAL TARIFF TREATMENTS GIVEN BY THE PEOPLE’S REPUBLIC OF CHINA TO THE LEAST-DEVELOPED AFRICAN COUNTRIES

DETAILED RULES FOR IMPLEMENTATION OF REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF INTERNATIONAL FREIGHT FORWARDING INDUSTRY

MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION OF THE TRANSFER OF DEEP PROCESSING TRANSACTION OF THE BONDED GOODS FOR PROCESSING TRADE ACROSS THE CUSTOMS SURVEILLANCE ZONES

REPLY OF THE SUPREME PEOPLE’S COURT ON WHETHER OR NOT SHALL THE PEOPLE’S COURT ACCEPT THE DISPUTES CONCERNING THE AGREEMENT ON THE TRANSFER OF POLICY FINANCIAL ASSETS BETWEEN FINANCIAL ASSET MANAGEMENT COMPANIES AND STATE-OWNED COMMERCIAL BANKS

REGULATIONS ON FUNDS

MEASURES FOR ADMINISTRATION OF BULK CEMENT

MEASURES FOR ACCREDITATION OF QUALIFICATIONS OF THE ENTERPRISES UNDERTAKING FOREIGN AID MATERIAL PROJECTS (FOR TRIAL IMPLEMENTATION)

FOREIGN TRADE LAW

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CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7