MEASURES FOR ANNOUNCEMENT OF OUTSTANDING TAXES (FOR TRIAL IMPLEMENTATION)

State Administration of Taxation

Order of the State Administration of Taxation

No.9

The Measures for Announcement of Outstanding Taxes (For Trial Implementation), which were deliberated and adopted at the 3rd executive
meeting of the Administration on August 18th, 2004, are hereby promulgated, and shall be implemented as of January 1st, 2005.

Xie Xuren, Director General of the State Administration of Taxation

October 10th, 2004

Measures for Announcement of Outstanding Taxes (For Trial Implementation)

Article 1

With a view to standardizing the acts of tax authorities for their announcement of outstanding taxes, urging taxpayers to pay outstanding
taxes on their own initiatives, preventing the occurrence of new outstanding taxes, and ensuring the state tax money to be turned
in the treasury in time and in full amount, the present Measures are formulated in accordance with the provisions of the Law of the
People’s Republic of China concerning the Administration of Tax Collection (hereinafter referred to as the “Tax Collection Administration
Law”) and its detailed implementation rules.

Article 2

The “announcement organs” as mentioned in the present Measures shall refer to the tax bureaus at the county level or above.

Article 3

The “outstanding taxes” as mentioned in the present Measures shall refer to the tax money failing to be paid by any taxpayer exceeding
the time limit as stipulated by tax laws and administrative regulations or exceeding the time limit for tax payment (hereinafter
referred to as the time limit for tax payment) as determined by the tax authorities pursuant to tax laws and administrative regulations,
covering:

Tax money that fails to be paid by a taxpayer within the time limit for tax payment after handling declaration for tax payment;

Tax money that fails to be paid by a taxpayer within the time limit for tax payment after the expiry of the time limit for extension
of tax payment upon approval;

Tax money failing to be paid by a taxpayer within the time limit for payment of taxes that shall be made up by the taxpayer as determined
through taxation inspection;

Tax money failing to be paid by a taxpayer within the time limit for tax payable as checked and ratified by the tax authority according
to Article 27 or 35 of the Tax Collection Administration Law; and

Other tax money failing to be paid by a taxpayer within the time limit for tax payment.

The tax authorities shall verify the amount of outstanding taxes as stipulated in the preceding paragraph in time.

The outstanding taxes announced in the present Measures shall not cover late fees and fines.

Article 4

The announcement organ shall announce the outstanding taxes of any taxpayer at the tax handling places or in such mass media as radio,
television, newspapers, periodicals, and networks, etc.on schedule.

Where any enterprise or entity owes taxes, the announcement shall be made once every quarter;

Where any individual business or any other individual owes taxes, the announcement shall be made once half a year; and

The announcement shall be made at any time, in case any taxpaying household who escapes or disappears or other outstanding taxes of
abnormal households whose whereabouts cannot be found out by the tax authorities.

Article 5

The contents of the announcement of outstanding taxes shall be as follows:

Where any enterprise or entity owes taxes, the announcement shall cover the name of the enterprise or entity, the identification number
of the taxpayer, name of the legal representative or responsible person, number of identity certificate of a citizen or other valid
identity certificates, business place, categories of outstanding taxes, balance of outstanding taxes and the amount of outstanding
taxes newly arising in the current term;

Where any individual business owes taxes, the announcement shall cover: the name of the individual business, name of the owner, identification
number of the taxpayer, number of the identity card of a citizen or other valid identity certificate, business place, type of outstanding
taxes, balance of outstanding taxes and the amount of outstanding taxes newly arising in the current term; and

Where an individual (excluding individual business) owes taxes, the announcement shall cover: his name, number of identity card of
a citizen or other valid identity certificates, types of outstanding taxes, balance of outstanding taxes, and the amount of outstanding
taxes newly arising in the current term.

Article 6

Where any taxpayer of an enterprise or entity owes tax money less than RMB 2 million Yuan (not included), or any individual business
or individual owes tax money less than RMB 100,000 Yuan (not included), they shall be announced by the tax bureaus or sub-bureaus
at the county level at the tax handling service hall.

Where any taxpayer of an enterprise or entity owes tax money of RMB 2 million Yuan (included) or more, or any individual business
and other individual owes tax money RMB 100 thousand Yuan (included) or more, they shall be announced by the tax bureaus or sub-bureaus
at the prefecture or municipal level.

Where any taxpaying household and other taxpayer whose whereabouts cannot be found out by the tax authorities owes taxes, they shall
be announced by the state taxation bureaus or local taxation bureaus of all the provinces, autonomous regions, municipalities directly
under the Central Government, and cities under separate state planning.

Article 7

With respect to the outstanding taxes information of any taxpayer that needs to be announced by the upper level announcement organ
in line with the present Measures, the lower level announcement organ shall report it to the upper level organ in time.The specific
time and requirements shall be determined by the tax bureaus of the provinces, autonomous regions, municipalities directly under
the Central Government, and cities under separate state planning.

Article 8

Before making an announcement on outstanding taxes, an announcement organ shall make confirmation on the outstanding taxes conditions
of any taxpayer deeply and in detail, lay emphasis on the verification of the outstanding taxes statistical listing data and the
data recorded in the ledger of different accounts of the taxpayer, written data recorded in book accounts and electronic data recorded
in the information system one by one, so as to ensure the truthfulness and accuracy of the data announced.

Article 9

Once outstanding taxes has been determined, the announcement organ shall sign and issue announcement by ways of formal documentation
to announce to the society.

The method of combining the balance of outstanding taxes with the newly increased outstanding taxes shall be implemented for the amount
of outstanding taxes in the announcement, and the tax authority may not make announcement on the following outstanding taxes of a
taxpayer:

Outstanding taxes of a taxpayer who has been adjudicated bankruptcy, and been revoked qualification of a legal person after legal
liquidation;

Outstanding taxes of an enterprise, which has been ordered to revoke or close down and has been deregistered or disqualified as a
legal person according to law after legal liquidation;

Outstanding taxes of an enterprise, which has consecutively stopped production and business operation for more than one year (computed
on the basis of the date of the calendar); and

Outstanding taxes of a taxpayer who has disappeared for more than two years.

The decision on announcement shall be listed as archives of materials of taxation collection administration, and shall be kept properly.

Article 10

An announcement organ shall not exceed the scope as stipulated in the present Measures when announcing the outstanding taxes of any
taxpayer, and shall keep secrets for the pertinent conditions of any taxpayer pursuant to the Tax Collection Administration Law and
its detailed implementation rules.

Article 11

After occurrence of any outstanding taxes, a tax authority shall, in addition to making announcement according to the present Measures,
urge the payment of tax according to law and strictly compute and collect additional late fees by day, or even take taxation preservation
or taxation mandatory enforcement measures to clear the outstanding taxes.No entity or individual may, in the form of announcement
of outstanding taxes, substitute the taxation preservation or taxation mandatory enforcement measures and the implementation of other
legal measures to disturb the clearance of outstanding taxes.The announcement organs at all levels shall designate a department to
take charge of the work of announcement on outstanding taxes and clarify the relevant liabilities of the other relevant functional
departments to strengthen administration on outstanding taxes.

Article 12

Where any announcement organ fails to make public notice it shall make or fails to report to the upper level organ that it shall report
to, which results in damages to the tax money of the state, the tax authority of the upper level shall, in addition to ordering it
to set right, give punishment on the personnel directly liable in accordance with the provisions of the Interim Regulation on National
Public Servants and the Notice of the Ministry of Personnel on Relevant Issues concerning the Disciplinary Punishment on National
Public Servants.

Article 13

The provisions of the present Measures shall be abided by for making announcement on outstanding taxes of withholders and tax paying
guarantor.

Article 14

The tax bureaus of all the provinces, autonomous regions, municipalities directly under the Central Government, and cities under separate
state planning may formulate specific implementation rules according to the present Measures.

Article 15

The power to interpret the present Measures shall remain with the State Administration of Taxation.

Article 16

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

State Administration of Taxation
2004-10-10

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ISSUES CONCERNING THE MANAGEMENT OF INTERNAL OPERATION OF FOREIGN EXCHANGE FUNDS OF TRANSNATIONAL COMPANIES

Notice of the State Administration of Foreign Exchange on Issues Concerning the Management of Internal Operation of Foreign Exchange
Funds of Transnational Companies

No. 104 [2004] of the State Administration of Foreign Exchange
October 18, 2004

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

With the view of optimizing the allocation of foreign exchange resources, facilitating and supporting the utilization of foreign exchange
funds and business operations of the transnational companies, the following issues concerning the management of internal operation
of foreign exchange funds of transnational companies are notified hereby according to the Regulation of the People’s Republic of
China on Foreign Exchange and other relevant laws and regulations:

Fundamental Definitions and Management Principles

(1)

The term “transnational company” as mentioned in the present Notice refers to an enterprise group concurrently possessing of member
companies both at home and abroad and one of whose member companies at home exercises the global or regional (including China) investment
management function. Such an enterprise group may be a Chinese-invested holding enterprise group (namely Chinese-invested transnational
company) or a foreign-invested holding enterprise group (namely foreign-invested transnational company).

The term “member companies” as mentioned in the present Notice refers to all companies with independent juridical person qualification
within an enterprise group and with the relationship of one’s holding of the shares of another or held by it.

This Notice shall not apply to transnational financial institutions.

(2)

The term “internal operation of foreign exchange funds” as mentioned in the present Notice refers to an investment financing approach
of a transnational company by lending of foreign exchange funds among the domestic member companies or between a domestic member
company and an overseas member company in order to decrease financial costs and increase the fund utilization efficiency according
to he provision of the present Notice foreign exchange.

(3)

The lending of foreign exchange funds between two member companies may be conducted by a finance company established upon the approval
of the financial competent department according to the Measures for the Administration of Financial Companies of Enterprise Groups.
It may also be conducted by authorizing a designated bank for foreign exchange business to grant loans according to the General Principles
on Loans. Where a domestic member company of a transnational company intends to lend foreign exchange funds to an overseas member
company and the requirements as stipulated in the present Notice are met, it may do so by way of direct lending.

A domestic member company of a transnational company shall abide by the relevant provisions of China on the Management of Foreign
Debts when it borrows foreign exchange funds from an overseas member company and repays the principal and interests of the aforesaid
fund.

(4)

Where a member company of a transnational company lends foreign exchange funds to another, both parties shall stipulate on the lending
interest rate pursuant to the rate of commercial loans of the same period in the international financial market. Such lending interest
rate shall not be abnormally high or low.

(5)

The foreign exchange funds used for internal operation of a transnational company shall be confined to the self-owned foreign exchange
funds which refer to the funds coming from the capital fund account or current foreign exchange account of the domestic member companies
of a transnational company and can be disposed of freely.

(6)

The funds of entrustment lending by a transnational company within China shall not be used for the settlement of foreign exchangeor
be used as a pledge of RMB loan.

(7)

Where a domestic member of a Chinese-invested transnational company lends any foreign exchange fund to any overseas member company,
the balance of foreign exchange lending shall not exceed 20 % of the owner’s rights and interests.

Where a domestic member company of a foreign-invested transnational company lends money to any overseas member company, the balance
of foreign exchange lending shall not exceed the aggregate amount of the part of profit in the previous year that has been distributed
but hasn’t been remitted abroad to foreign investors plus the undistributed enterprise profit that shall be taken by foreign investors
in proportion to their investment.

(8)

When engaging in internal operation of foreign exchange funds, the transnational company shall stick to the principle of payment according
to income. Without permission, it shall not deduct or offset the domestic and overseas the account receivable and the account payable
or make any net settlement.

(9)

When engaging in internal operation of foreign exchange funds, a transnational company shall comply with the present Notice and other
provisions concerning the management of foreign exchange and shall be subject to the administration, supervision and inspection of
the State Administration of Foreign Exchange (hereinafter referred to as the SAFE) and its branches and FEADs.

Qualifications for Internal Operation of Foreign exchange funds of Transnational Companies

(1)

In order to engage in entrustment lending of foreign exchange funds within China, the domestic member companies of a transnational
company shall meet the following requirementsforeign exchange:

(a)

Both the entrusting lender and the borrower shall have been lawfully set up upon registration, and their registered capitals have
been fully paid in due time; and

(b)

The principal and proceeds of the previous entrustment lending of foreign exchange funds between the entrusting lender and the borrower
of domestic member companies foreign exchange have been repaid in the promissory time limit.

(2)

In order to engage in lending of foreign exchange funds to the overseas member companies, the domestic member company of a transnational
company shall meet the following requirements besides the requirements as mentioned in the first paragraph of Article 2 :

(a)

A Chinese-invested transnational company shall have at least 3 member companies abroad;

(b)

A foreign-invested company shall have at least 3 member companies within China; and

(c)

The domestic member company of a China-invested transnational company, whch exercises the global and regional investment management
function of the transnational company, shall have invested at least 5 million dollars in total into the overseas counterpart(s)which
were rated as Class II or higher in the latest joint annual inspection over overseas investments;

(d)

As for a domestic member company of a foreign-funded transnational company that provides the lending funds, the ratio of its foreign
exchange receivable of the previous year to its total foreign exchange asset shall be lower than the normal or average level of the
foreign-funded enterprises of the same industry of the previous year; the amount of bank foreign exchange settlement conducted by
the company in the previous year shall be bigger than its foreign exchange purchase amount; or the margin between the purchase amount
and the settlement amount of the bank shall be lower than the normal or average level of the foreign-funded enterprises of the same
industry of the previous year; the rights and interests of the owner shall not be less than US$ 30 million and the ratio of net asset
to the total asset shall not be less than 20 %;

(e)

As for a member that has been allowed to lend foreign exchange funds to its overseas counterparts, it shall have taken back the principal
and proceeds of the previous fund lent abroad within the promissory time limit.

The Application for Internal Operation of Foreign exchange Funds of Transnational Companies

(1)

Where a transnational company plans to engage in entrusted foreign exchange lending within China, the domestic member company as the
entrusting lender shall file an application to the bank where its capital account or current foreign exchange account is opened.
After the opening bank examines the qualifications of the domestic member company of the transnational company pursuant to requirements
of the present Notice, if it accepts the application, it shall, as the entrusted bank, sign a contract on foreign exchange entrustment
lending with the entrusting lender and the borrower.

The entrusted bank shall, according to the requirements for the “creditors” as mentioned in the Notice of the State Administration
of Foreign Exchange on Reforming the Foreign Exchange Administration of Domestic Foreign Exchange Loans (No. 125 of the State Administration
of Foreign Exchange [2002]), perform the corresponding duties for the operation, supervision and reporting for the record of the
entrusted lending business.

(2)

Where a transnational company plans to engage in entrusted outbound foreign exchange lending, after concluding a lending agreement,
its domestic member company that offers the lending funds shall submit the following materials to the SAFE for examination and approval
via the local branch or FEAD:

(a)

An application (See Attachment 1);

(b)

The lending agreement concluded by the lender and overseas borrower, or by the lender, overseas lender and the entrusted financial
institution within China;

Where the overseas borrower plans to use the foreign exchange funds it borrows to invest in the operation of stocks, bond, futures
etc., the lending agreement shall clearly stipulate that the lender entrusts the overseas borrower to make investments;

(c)

The lender’s financial audit report on the foreign exchange incomes and expenses during the recent year;

(d)

The latest capital verification report of the lender;

(e)

The descriptions about the overseas lending and repayment that has been done;

(f)

In addition, a Chinese-invested transnational company shall offer the name list of its overseas member companies, a copy of the approval
certificate issued by the commerce competent department of every overseas member company, financial accounting statement of the recent
year of the overseas borrower(s) and the joint inspection report over the overseas investments directly related to the overseas borrower(s);
and

(g)

In addition, a foreign-invested transnational company shall offer the name list of its domestic member companies, a copy of foreign
exchange register certificate of every domestic member company and a letter issued by the overseas holding parent company for guaranteeing
the safety of the lending funds (for ensuring full repayment of the principal of the loan offered by the domestic lender and further
investment operation by using such lending funds).

After the branch or FEAD receives the materials submitted by the lender, it shall complete the preliminary examination within 10 working
days and shall report it to the SAFE. After the SAFE receives the aforesaid integrated application materials and confirms them inerrant
upon examination, it shall, within 20 working days, issue an approval to the lender and shall send a copy to the branches or FEADs
where the lender and the enterprises participating in the lending are located. Upon the strength of the approval document, the branches
or FEADs, where the lender and the enterprises participating in the lending are located, shall respectively issue documents of approval
of opening bank account, domestic transfer or overseas payment of foreign exchange under capital foreign exchange business to the
lender and the enterprises participating in the lending.

Procedures for the Internal Operation of Foreign Exchange Funds of Transnational Company

(1)

After a entrustment lending agreement is concluded among the domestic member company which serves as the entrusting lender of a transnational
company, the domestic member company which serves as a borrower and the entrusted bank, the entrusted bank may, pursuant to the Notice
of the State Administration of Foreign Exchange on Reforming the Foreign Exchange Administration of Domestic Foreign Exchange Loans
(No. 125 of the State Administration of Foreign Exchange[2002]), open an foreign exchange loan exclusive account for the borrower,
go through the formalities for transferring the lending funds, repayment of the principal interests. No approval of the SAFE is required
when the entrusted bank conducts transfer of lending funds or repayment funds between the entrusting lenders’ capital account or
current foreign exchange account and the borrower’s foreign exchange loan exclusive account.

The entrusted bank shall regularly report to the local branch or FEAD the changes of the domestic credits of the transnational company
by referring to the formats and contents of Attachments 1-4 (inserting a column post_titled “entrusting lender” after the final column
of each statement as shown in Attachments 1-3; inserting a sub-item post_titled “domestic entrusting lending” for each item under “Credit”
Item in Attachment 4) as listed in the Notice of the State Administration of Foreign Exchange on Reforming the Foreign Exchange Administration
of Domestic Foreign Exchange Loans (No. 125 of the State Administration of Foreign Exchange[2002]) foreign exchange.

(2)

As to a transnational company’s entrustment lending of foreign exchange funds within China, if the term of the loan expires or the
borrower requests for making repayment by installments or ahead of schedule, the entrusted bank shall supervise and assist the entrusting
lender and borrower to repay the loans by following steps: First, transfer the repayment of foreign exchange funds to the original
capital account till the amount of repayment is equal to the amount transferred out of the original capital account. Then, according
to the principle of proportioning the interests to the principal, transfer the remaining part of the principal and interest of the
loan into the current foreign exchange account, out of which the original fund is transferred. Where the repayment is made at the
expiration of the loan, the steps mentioned above shall be achieved within 20 working days as of the day when the lending period
expires. As to the repayment by installments or ahead of schedule, the formalities mentioned above shall be timely achieved as well
in light of the time limit and way as stipulated by three parties.

(3)

When applying for engaging in overseas lending of foreign exchange funds, the transnational company shall submit the following materials
to the local branch and FEAD for opening an overseas lending exclusive account:

(a)

An application for opening a bank account; and

(b)

The document issued by the SAFE for approving its overseas lending.

After the local branch or FEAD confirms the materials mentioned above as inerrant, it shall issue the lender an approval document
for opening a bank account. The bank shall go through the formalities for opening an account for the lender upon the strength of
the aforesaid approval document. The income of the overseas lending exclusive account shall be limited to the foreign exchange funds
transferred to this account from capital account or current foreign exchange account of the lender or other domestic member companies
with approval of the branch or FEAD, the repayment of the principal and interest of the fund lent abroad and the deposit offered
by the overseas controlling parent company for the fulfillment of contract; the expense shall be limited to funds of the overseas
lending with approval of the SAFE and funds transferred back from the corresponding capital account or current foreign exchange account.

(4)

A transnational company may, within 6 months as of the day when the SAFE approves it to engage in overseas lending, remit foreign
exchange funds in approved amount abroad in a lump sum or several times with approval of the local branch or FEAD.

(5)

The time limit for each overseas foreign exchange loan of a transnational company shall not exceed two years. Where the term of the
loan expires or the overseas borrower requests for making repayment by installments or ahead of schedule, the overseas borrower shall
remit the foreign exchange funds for repayment to the original overseas lending exclusive account. With approval of the branch or
FEAD, it first shall transfer foreign exchange funds for repayment back to the original capital account till the amount of repayment
is equal to the amount transferred out of the original capital account; then, pursuant to the principle of proportioning the interests
to the principal, transfer the remaining part of principal and interest of the loan into the current foreign exchange account out
of which the original funds are transferred. If it is necessary to extend the term of the loan, the lender shall file an application
to the local branch or FEAD within 1 month prior to the expiry date.

(6)

Where a domestic member company of a transnational company grants loans to its overseas counterparts, or grants loans and entrusts
its overseas companies to make investment by using the loans, the total amount of the rights and interests generated from the overseas
loans as calculated on the last day of annual calculation shall not be less than the corresponding total amount of the principals
of the overseas loans.

(7)

Where a transnational company grants loans oversea by using foreign exchange funds, the domestic member company lender shall establish
a special ledger for the operation of overseas funds, manage the funds uniformly and conduct the accounting in a centralized way,
and shall formulate a monthly Statement of Changes of Foreign Exchange Fund Positions of Overseas Lending Special Accounts and Statement
of Operation of Overseas Lending Funds (See Attachment 2).

(8)

Where the repayment funds for the domestic and overseas entrusting foreign exchange loans and overseas loans of a transnational company
are remitted or transferred to the capital accounts of the domestic member enterprises, the maximum quota of the capital account
shall not be occupied. When the banks, into which the repayments are remitted or transferred, reply the letters of requests for bank
confirmation, they shall give a clear indication of the words “Repayment Funds” in the column of “Remarks”. No accounting firms may
undertake capital verification business of foreign-funded enterprises on the strength of such kind of replies to letters of requests
for bank confirmation.

Supervision

(1)

Every branch or FEAD shall, pursuant to the statements submitted by banks within its jurisdiction, insert a sub-item “Domestic Entrustment
Lending” under each item “Domestic and Overseas Loans” in the Monthly Statement of Flow and Exchange under Capital Projects and Subordinate
Projects, and submit a statement to the SAFE every month.

A transnational company, which engages in internal operation of overseas loans, shall gather the information on the overseas loans
of its domestic member companies in June each year and submit it to the SAFE via the local branch or FEAD for examination. The information
gathered shall include the following:

(a)

A report on the overseas lending of foreign exchange funds and the operation circumstance of all domestic member companies of the
transnational company during the previous 12 months by the end of May of the current year (See Attachment 3 for the reference format);

(b)

The previous 12-month Statement of Changes of Foreign Exchange Funds Positions of Overseas Lending Special Account and Statement of
Operation of Overseas Lending Funds of the domestic lending member company of the transnational company;

(c)

The previous 12-month audit report on the domestic foreign exchange lending member company of the transnational company; and

(d)

The previous 12-month capital verification report of the domestic member company of the transnational company engaging in overseas
lending (no capital verification reports are required if no capital verification was conducted during the previous year).

(2)

Where the SAFE, within 30 working days after the SAFE receives the complete set of the materials mentioned above, finds upon examination
that the overseas lending conducted by the domestic member company of a transnational company falls short of the qualification requirements
as prescribed in the Article 2 of the present Notice or the rights and interests derived from overseas loans fail to meet the requirements
as mentioned in Article 4 (6), it shall be enpost_titled to disqualify the domestic member company of the transnational company from
lending foreign exchange funds abroad. The domestic member company which is disqualified from lending foreign exchange funds abroad
shall, within 20 working days, takes back the principal and proceeds of overseas loans into the overseas lending special account.
Furthermore, if a foreign-invested transnational company fails to satisfy the requirements as mentioned in Article 4 (6) of the
present Notice in getting repayment of loans, the overseas holding parent company who has issued the letter for guaranteeing the
safety of the lending funds shall perform the guaranty liability within 20 working days after the domestic member company was disqualified
from lending foreign exchange funds abroad. Where a transnational company fails to timely submit the materials as required in Article
5 (2) to the SAFE in light of requirements, it shall be given punishment according to Article 5 (3).

Other Items

(1)

Where a transnational company violates this Notice in its internal operation of foreign exchange funds, it shall be punished by the
branch or FEAD pursuant to Regulation of the People’s Republic of China on Foreign Exchange.

(2)

As to a domestc enterprise group without any member company oversea, the entrustment lending for foreign exchange funds between its
domestic member companies shall be conducted by referring to this Notice.

(3)

The power to interpret this Notice shall remain with the SAFE.

(4)

This Notice shall come into force as of November 1, 2004.

Attachments:

Application of Transnational Companies for Granting Overseas Foreign exchange Loans (for reference of the format)(omitted)

Statement of Changes of Foreign exchange Fund Positions of Overseas Lending Special Accounts and Statement of Operation of Overseas
Lending Funds (for reference of the format)(omitted)

Report on Overseas Foreign exchange Loans and Operation (for reference of the format)(omitted)

the State Administration of Foreign Exchange
2004-10-18

MINISTRY OF COMMERCE ANNOUNCEMENT NO.63, 2004 ON EXTENDING THE TIME LIMIT OF NEOPRENE ANTI-DUMPING INVESTIGATION

Ministry of Commerce

Ministry of Commerce Announcement No.63, 2004 on Extending the Time Limit of Neoprene Anti-dumping Investigation

[2004] No.63

Ministry of Commerce issued Announcement on November 10, 2003, starting anti-dumping investigation on Neoprene originating in Japan,
United States and European Union. The Customs import and export tax numbers of the investigated products are 40024910 and 40024990
respectively.

For the particularity and complexity of the case, in accordance with item 26 of the Anti-dumping Regulations of the People’s Republic
of China, Ministry of Commerce decides to extend the investigating time limit for another 6 months, and the anti-dumping investigation
will be terminated on May 10, 2005.

It is hereby notified.

Ministry of Commerce of the People’s Republic of China

November 1, 2004

Ministry of Commerce
2004-11-01

CATALOGUE FOR THE GUIDANCE OF FOREIGN INVESTMENT INDUSTRIES (AMENDED IN 2004)

e02773

the State Development and Reform Commission, the Ministry of Commerce

Order of the State Development and Reform Commission, the Ministry of Commerce of the People’s Republic of China

No.24

The Catalogue for the Guidance of Foreign Investment Industries and its Attachment have been amended and are promulgated now for the
purpose of meeting the need of economy and social development and adjustment of industrial structure, and shall come into force on
January 1st, 2005. The Catalogue for the Guidance of Foreign Investment Industries which was promulgated by the former State Development
Planning Commission, the former State Economy and Trade Commission and the former Ministry of Foreign Trade and Economic Cooperation
on March 11, 2002 shall be annulled at the same time.

Ma Kai, Director of the State Development and Reform Commission

Bo Xilai, Minister of the Ministry of Commerce

November 30, 2004

Catalogue for the Guidance of Foreign Investment Industries (Amended in 2004) Catalogue of Encouraged Foreign Investment Industries

Farming, Forestry, Animal Husbandry and Fishery Industries

Improvement of low and medium yielding field

Planting technology, without social effects of pollution, of vegetables (including edible fungus and melon-watermelon), fruits, teas
and serial development and production of these products

Development and production of new breed varieties (excluding those gene-modified varieties) of fine quality, high-yielding crops such
as sugar-yielding crops, fruit trees, flowers and plants, forage grass and related new techniques

Production of flowers and plants, and construction and operation of nursery base

Reusing in fields and comprehensive utilization of straws and stalks of crop, development and production of resources of organic fertilizers

Cultivation of traditional Chinese medicines (equity joint ventures or contractual joint ventures only)

Planting of forest trees (including bamboo) and cultivation of fine strains of forest trees

Planting of caoutchoucs, sisals and coffees

Breeding of quality varieties of breeder animals, breeder birds and aquatic offspring (excluding precious quality varieties peculiar
to China)

10.

Breeding of famous, special and fine aquatic products, as well as cage culture in deep water

11.

Construction and operation of ecological environment protection projects preventing and treating desertification and soil erosion
such as planting trees and grasses, etc.

II.

Mining and Quarrying Industries

*1.

Venture prospecting and exploitation of petroleum, natural gas

*2.

Exploitation of oil and gas deposits (fields) with low osmosis

*3.

Development and application of new technologies that can increase the recovery factor of crude oil

*4.

Development and application of new technologies for prospecting and exploitation of petroleum, such as geophysical prospecting, well
drilling, well-logging and downhole operation, etc.

Prospecting and exploitation of coal and associated resources

Prospecting and exploitation of coal-bed gas

Exploration and beneficiation of gold mines with low quality or difficult to beneficiate (equity joint ventures or contractual joint
ventures only)

Prospecting, exploitation, and beneficiation of iron ores and manganese ores

Prospecting and exploitation of copper ores, plumbum ores and zinc ores (equity joint ventures or contractual joint ventures only,
wholly foreign-owned enterprises are permitted in west regions)

10.

Prospecting and mining of aluminum ores (equity joint ventures or contractual joint ventures only, wholly foreign-owned enterprises
are permitted in west regions)

11.

Mining and beneficiation of chemical mines including sulfur ores, phosphate ores, kalium ores, etc.

III.

Manufacturing Industries

Food Processing Industry

(1)

Storage and processing of food, vegetables, fruits, fowl and livestock products

(2)

Aquatic products processing, seashell products cleansing and processing, and development of function food made from seaweed

(3)

Development and production of drinks of fruits, vegetables, albumen, teas and coffees

(4)

Development and production of fond for babies and agedness, as well as function food

(5)

Production of dairy products

(6)

Development and production of biology feeds and albumen feeds

Tobacco Processing Industry

(1)

Production of secondary cellulose acetate and processing of tows

(2)

Production of tobacco slices in the way of paper making

Textile Industry

(1)

Production of special textiles for engineering use

(2)

Weaving and dyeing as well as post dressing of high-grade loomage face fabric

Leather, Coat Products Industry

(1)

Processing of wet blue skin of pig, cow and sheep with new technology

(2)

Post ornament and processing of bather with new technology

Lumber Processing Industry and Bamboo, Bine, Palm, Grass Products Industry

(1)

Development and production of new technology and products for the comprehensive utilization of “sub-quality, small wood and fuel wood”
and bamboo in the forest area

Paper Making and Paper Products Industry

(1)

Project based on the mode of integration of forest and paper with an annual production capacity of over 300 thousand tons of chemical
wood pulp or an annual production capacity of over 100 thousand tons of chemical mechanical wood pulp (equity joint ventures or contractual
joint ventures only)

(2)

Production of high-quality paper and cardboard (equity joint ventures or contractual joint ventures only)

Petroleum Refining and Coking Industry

(1)

Deep processing of needle coke and coal tar

(2)

Production of heavy traffic road asphalt

Chemical Raw Material and Products Manufacturing Industry

(1)

Production of alkene through catalyzing and cracking of heavy oil

(2)

Production of ethylene with an annual production capacity of 600 thousand tons or over (the Chinese partners shall hold relative majority
of shares)

(3)

Comprehensive utilization of ethylene side-products such as C5-C9

(4)

Mass production of corvic (in the way of ethylene)

(5)

Production of organochlorine serial chemical industrial products (excluding high-residual organochlorine products)

(6)

Production of basic organic chemical industrial raw materials such as the of benzene, methylbenzenc, dimethylobenzene, etc. and its
derivatives

(7)

Production of supporting raw materials for synthesized materials (bisphenol-A, (4)’ diphenylmethane, diiso-cyan ester, and vulcabond
toluene)

(8)

Production of synthetic fibre raw materials: precision terephthalic acid, vinyl cyanide, caprolactam and nylon 66 salt

(9)

Production of synthetic rubber (liquid butadiene styrene rubber by butadiene method, butyl rubber, isoamyl rubber, butadiene neoprene
rubber, butadiene rubber, acrylic rubber, chlorophydrin rubber)

(10)

Production of engineering plastics and plastic alloys

(11)

Fine chemistry industry: new products and technology for catalytic agent, auxiliary and pigment; processing technology for the commercialization
of dye (pigment); production of high-tech chemicals for electronics and paper-making, food additives, feed additives, leather chemical
products, oil-well auxiliaries, surface active agent, water treatment agent, adhesivcs, inorganic fibre, inorganic powder stuffing
and equipment

(12)

Production of auxiliary agent, preparation agent, and dye-stuff for textile and chemical fibre ladder

(13)

Production of depurant of automobile tail gas, catalyzer and other assistant agents

(14)

Production of nature spices, synthetic spices and single ion spices

(15)

Production of high capability dope

(16)

Production of chloridized titanium white

(17)

Production of chlorofluorocarbon substitution

(18)

Production of mass coal chemical industrial products

(19)

Development and production of new technology and products for the forestry chemicals

(20)

Production of ion film for caustic soda

(21)

Production of biologic fertilizers, high-density fertilizers (potash fertilizer, phosphate fertilizer) and compound fertilizers

(22)

Development and production of new varieties of effective, low poison and low residual agriculture chemicals and pesticides

(23)

Development and production of biology agriculture chemicals and pesticides

(24)

Development and production of inorganic, organic and biologic films for environment protection

(25)

Comprehensive utilization and disposure of exhaust gas, discharge liquid, waste residue

Medicine Industry

(1)

Production of material medicines under patent and administrative protection in our country or chemical material medicines which we
have to import

(2)

Vitamins: production of niacin

(3)

Amino acid: production of serine, tryptophan, histidine, etc.

(4)

Production of analgesic-antipyretic medicines with new technique and new equipment

(5)

Production of new variety of anticarcinogen medicines, as well as cardiovascular and cerebrovascular medicines

(6)

Production of new, effective and economical contraceptive medicines and devices

(7)

Production of new variety of medicines which are produced by means of biological engineering technology

(8)

Production of vaccine through genie engineering technology (vaccine against AIDS, vaccine against type-C hepatitis, contraceptive
vaccine, etc.)

(9)

Development and production of medicines made from allopelagics

(10)

Production of diagnostic reagent for AIDS and radioimmunity diseases

(11)

Medicines and pharmaceutics: production of new products and new dosage forms adopting new techniques such as slow release, control
release, target preparation and absorbed through skins

(12)

Development and applications of new variety of adjuvant medicines

(13)

Processing and production of traditional Chinese herb medicines, products which distill from traditional Chinese herb medicines and
Chinese patent medicines (excluding preparing technique of traditional Chinese medicines in small pieces ready for decoction)

(14)

Production of biological medical materials and products

(15)

Production of antibiotic material medicines used for animals (including antibiotics and chemical synthesis medicines)

(16)

Development and production of new products and new dosage forms of antibiotic medical, anthelmintic, insecticide, anti-coccidiosis
medicines used for animals

10.

Chemical Fibre Manufacturing Industry

(1)

Production of differential chemical fibre and high, new technological fibre such as aromatic synthetic fibre, functional environment-amicable
ammo synthetic fibre with an annual production capacity of over 5000 tons, carbon fibre, high tensible and high modulus polythene

(2)

Production of chemical fibre of environmental protection variety such as direct viscose and asepsis spinning, etc.

(3)

Production of polyester used for non-fibre with a daily production capacity of over 500 tons, and production of new type polyester
used for fibre and non-fibre (poly terephthalic acid propylene glycol ester, poly sebacic acid glycol ester, polybutylene terephthalate(PBT),
etc.)

11.

Plastic Products Industry

(1)

Production of polyamide film which can keep fresh

(2)

Development and production of new products and new technologies for agricultural films (photolysis film, multifunctional film and
the raw materials, etc.)

(3)

Reutilization and counteraction of waste and old plastic

12.

Non-metal Mineral Products Processing Industry

(1)

Production of fine-quality floating glass with a daily melting capacity of 500 tons or over (only in mid-west region of China)

(2)

Production of new type dry process cement of clinker with a daily output capacity of 2,000 tons or over (only in midwest region of
China)

(3)

Production of glass fibre (product line with technology of wire drawing in tank furnace) and glass fibre reinforced plastic products
with an annual capacity of 10,000 tons or more

(4)

Production of high level sanitation porcelain with an annual production of 500,000 pieces or over

(5)

Standardization refine of ceramic material and production of high-level decorative materials used for ceramics

(6)

Production of high-level refractory material used in furnaces for glass, ceramics and glass fibre

(7)

Production of inorganic, non-metal materials and products (artificial crystal, high-capability complex materials, special kind of
glass, special kind of ceramics, special kind of airproof materials and special kinds of cementation materials)

(8)

Production of new type of building materials (lightweight high-intensity and multi-function materials for wall, high-level environment
protecting decorating and finishing materials, high quality water-proof and airproof materials, and effective thermal insulation
materials)

(9)

Deep processing of non-metal mineral products (super-thin comminution, high level pure, fine production, modification)

13.

Ferrous Metallurgical Smelting and Rolling Processing Industry

(1)

Production of direct and fusion reduced iron

14.

Non-Ferrous Metallurgical Smelting and Rolling Processing Industry

(1)

Smelting of gold mines with low quality or difficult to beneficiate (equity joint ventures or contractual joint ventures only, wholly
foreign-owned enterprises are permitted in west regions)

(2)

Production of hard alloy, tin compound and antimony compound

(3)

Production of non-ferrous composite materials, new type of alloy materials

(4)

Utilization of rare-earth

15.

Metal Products Industry

(1)

Design and manufacturing of non-metal products molds

(2)

Design and manufacturing of car and motorcycle molds (including plunger die, injection mold, moldingdie, etc.) and chucking appliances
(chucking appliances for welding, inspection jig, etc.)

(3)

Development and production of high-grade hardware for construction, hot-water heating equipment and hardware parts

16.

General Machine-building Industry

(1)

Manufacturing of numerically controlled machine tools, digital control system and servomechanism installations which exceed triaxiality
linkage

(2)

Manufacturing of high performance welding robot and effective welding and assembling production equipment

(3)

Production of high temperature resistant and insulation material (with F, H insulation class), as well as insulation shaped parts

(4)

Production with techniques of proportional, servo-hydraulic pressure, low-power pneumatic control valve and stuffing static seal

(5)

Production of precision plunger dies, precision cavity molds and standard components of molds

(6)

Manufacturing of precision hearings and all kinds of bearings used specially for principal machines

(7)

Manufacturing of casting and forging workblanks for cars and motorcycles

17.

Special Equipment Manufacturing

(1)

Development and manufacturing of new technology and equipment for the storage, preservation, classifying, packing, drying, transporting
and processing of food, cotton, oil, vegetables, fruits, flowers, pastura plants, meat and aqua-products

(2)

Manufacturing of facility agriculture equipment

(3)

Manufacturing of new technical agriculture and forestry equipment

(4)

Design and manufacturing of engines for tractors, combine harvesters, etc.

(5)

Manufacturing of equipment for reusing in fields and comprehensive utilization of straws and stalks of crop

(6)

Manufacturing of equipment for comprehensive utilization of waste agriculture products and waste fowl and livestock products which
are bred in scale

(7)

Manufacturing of water-saving irrigation equipment with new technique

(8)

Manufacturing of earthwork for wet land and desilting machines

(9)

Technology of hydrophily ecological system for protecting environment and equipment manufacturing

(10)

Manufacturing of equipment for scheduling system which is used in long-distance transmitting water engineering

(11)

Manufacturing of special machines and equipment for flood prevention and emergency rescue

(12)

Manufacturing of key equipment in food industry such as high-speed asepsis canning equipment and brander equipment, etc.

(13)

Production technology and key equipment manufacturing of aminophenol, zymin, food additive

(14)

Manufacturing of complete set equipment with a hourly feed processing capacity of 10 tons or more and key spare parts

(15)

Manufacturing of multi-color offset press for web and folio of paper or larger size

(16)

Manufacturing of equipment with new technique for post ornament and processing of leather

(17)

Manufacturing of high-tech involved special industrial sewing machines

(18)

Manufacturing of complete set of equipment of new type of knitting machines, new type of paper (including pulp) making machines

(19)

Design and manufacturing of new type of mechanical equipment for highways and ports

(20)

Manufacturing of equipment for highways and bridges maintenance, automatic detection

(21)

Manufacturing of equipment for operation supervisory control, ventilation, disaster prevention and rescue system of highway and tunnels

(22)

Design and manufacturing of large equipment for railway construction and maintenance

(23)

Manufacturing of equipment for garden machines and tools with new technique

(24)

Manufacturing of special equipment for cities’ sanitation and environment work

(25)

Manufacturing of machines for road milling and overhauling

(26)

Manufacturing of tunneling diggers, equipment of covered digging for city metro

(27)

Manufacturing of city sewage-disposal equipment with capacity of 80,000 tons/day or more, industrial sewage film treatment equipment,
up-flow anaerobic tluidized bed equipment, and other biological sewage disposal equipment, recycling equipment for waste plastics,
desulphurization and denitration equipment for industrial boiler, large high-temperature resistant, acid resistant bag dust remover,
incinerating equipment for rubbish treatment

(28)

Manufacturing of turbine compressors and combined comminutors of the complete set equipment with an annual production capacity of
300,000 tons or over of synthetic ammonia, 480,000 tons or over of urea, 450,000 tons or over ethylene

(29)

Technique for desulfurization of thermal power station and equipment manufacturing

(30)

Manufacturing of sheet conticasters

(31)

Deep processing technique and equipment manufacturing of plate glass

(32)

Manufacturing of equipment for downhole trackless mining, loading and transporting, mechanical power-driven dump trucks for mining
of 100 tons or over, mobile crushers, 3,000 m3 /h or over bucket excavator, 5 m3 or larger mining loader, full-section tunneling
machines

(33)

Design and manufacturing of new instruments and equipment for prospecting and exploitation of petroleum

(34)

Manufacturing of cleaning equipment for electromechanical wells and production of medical

(35)

Manufacturing of electronic endoscopes

(36)

Manufacturing of medical X-ray machines set with high-frequency technique, direct digital imagery processing technique and low radiation
(80kW or over)

(37)

Manufacturing of equipment for high magnetic field intensity and superconduct (MRI)

(38)

Manufacturing of machines for collecting blood plasm only

(39)

Manufacturing of equipment for auto elisa immuno system (including the functions of application of sample, elisa photo meter, wash
plate, incubation, data, post treatment, etc.)

(40)

New techniques of quality control of medicine products and new equipment manufacturing

(41)

New analytical techniques and extraction technologies, and equipment development and manufacturing for the effective parts of traditional
Chinese medicines

(42)

Producing and manufacturing of new packing materials, new containers for medicine, and advanced medicine producing equipment

18.

Communication and Transportation Equipment Industries

*(1)

Manufacture of complete automobiles (including R&D activities)

(2)

Manufacture of engines for automobiles (including R&D activities)

(3)

Manufacture of key spare parts for automobiles: complete disc brakes, complete driving rods, automatic gearboxes, fuel pumps of diesel
engine, inhalant supercharger of engines, electromotion steering system, adhesive axial organ(used for four-wheel drive), gas filling
vibration abosorber,air spring, hydraulic tappet, cluster gauge

(4)

Production of automobile electronic devices(including engine control system, underchassis control system, autocar body electric control
system)

(5)

Manufacture of vehicles for special-purpose in petroleum industry: vehicles for deserts, etc.

(6)

Technology and equipment for railway transportation: design and production of locomotives and main parts, design and production of
equipment for railways and bridges, related technology and equipment production for rapid transit railway, production of equipment
for communicational signals and transportation safety monitoring, production of electric railway equipment and instrument

(7)

Equipment for urban rapid transit track transportation: design and manufacture of sc( of powered car and main parts for metro, city
light rail

(8)

Design and manufacture of civil planes (Chinese partner shall hold the majority of shares)

(9)

Production of spares parts for civil planes

(10)

Design and manufacture of civil helicopters {Chinese partner shall hold the majority of shares)

(11)

Design and manufacture of aeroplane engines (Chinese partner shall hold the majority of shares)

(12)

Design and manufacture of civil air-borne equipment (Chinese partner shall hold the majority of shares)

(13)

Manufacture of light gas-turbine engine

(14)

Design and manufacture of crankshafts of low-speed diesel engine for vessel

(15)

Repairing, design and manufacture of special vessels, high-performance vessels (the Chinese party shall hold the relative majority
of shares)

(16)

Design and manufacture of the equipment and accessories of high-speed diesel engines, auxiliary engines, radio communication and navigation
for vessels (the Chinese party should hold relative majority shares)

(17)

Manufacture of fishing boats and yachts made of glass fibre reinforced plastic

19.

Electric Machinery and Equipment Industries

(1)

Fire power equipment: manufacture of super-critical units of over 600,000 KW, large gas turbines, gas-steam combined cycle power equipments
of over 100,000 KW, coal gasification combined cycle technique and equipment (IGCC), pressure boost fluidized bed (PFBC), large scale
air cooling generating units of over 600,000 KW, large scale cycle fluidized bed (CFB) boiler(limited to equity joint ventures and
cooperative joint ventures)

(2)

Hydropower plant equipment: manufacture of large pump-storage power units of 150,000kW and over, large tubular turbine units of 150,000KW
or over (equity joint ventures or contractual joint ventures only)

(3)

Nuclear-power plant equipment: manufacture of power units of 600,000KW or over (equity joint ventures or contractual joint ventures
only)

(4)

Power transmitting and transforming equipment: manufacture of super high-voltage DC power transmitting and transforming equipment
of 500 KW or over (equity joint ventures or contractual joint ventures only)

20.

Electronic and Telecommunications Industries

(1)

Manufacture of digital television, digital video camera, digital record player, digital sound-playing equipment

(2)

Manufacture of new type plate displays, medium and high resolution color kinescope and glass shielding

(3)

Manufacture of devices, such as key optic engine, light source, projection screen, high resolution projection tube and LCOS module
used in large screen color projection display

(4)

Manufacture of digital audio and visual coding or decoding equipment, digital broadcasting TV studio equipment, digital cable TV system
equipment, digital audio broadcast transmission equipment

(5)

Design of integrated circuit and production of large scale integrated circuit with a line width of 0.35 micron or smaller

(6)

Manufacture of medium- and large-sized computers, portable microcomputers, high-grade server

(7)

Development and manufacture of drivers of high capacity compact disk and disk and related parts

(8)

Manufacture of 3-dimension CAD, CAT, CAM, CAE and other computer application system

(9)

Development and manufacture of software

(10)

Development and production of materials specific for semi-conductor and components

(11)

Manufacture of electronic equipment, testing equipment, tools and moulds

(12)

Manufacture of new type electronic components and parts (slice components, sensitive components, sensors, frequency monitoring and
selecting components, hybrid integrated circuit, electrical and electronic components, photoelectric components, new type components
for machinery and electronics)

(13)

Manufacture of hi-tech green batteries: non-mercury alkali-manganese batteries, powered nickel-hydrogen batteries, lithium-ion batteries,
high-capacity wholly sealed maintenance-proof lead-acid accumulators, fuel batteries, pillar-shaped zinc-air batteries

(14)

Development and manufacture of key components for high-density digital compact disk driver

(15)

Reproduction of read-only compact disk and manufacture of recordable compact disk

(16)

Design and manufacture of civil satellites {Chinese partner shall hold the majority of shares)

(17)

Manufacture of civil satellites effective payload (Chinese partner shall hold the majority of shares)

(18)

Manufacture of spare pans for civil satellites

(19)

Design and manufacture of civil carrier rockets (Chinese partner shall hold the majority of shares)

(20)

Manufacture of telecommunication system equipment for satellites

(21)

Manufac

THE ANNOUNCEMENT OF THE GENERAL ADMINISTRATION OF CUSTOMS ON THE OFFICIAL START OF THE CARGO MANIFEST FOR ENTRY-EXIT BY LAND OF INLAND CUSTOMS AND HONG KONG CUSTOMS

The General Administration of Customs

The Announcement of the General Administration of Customs on the Official Start of the Cargo Manifest for Entry-exit by Land of Inland
Customs and Hong Kong Customs

[2004] No. 42

December 15, 2004

In accordance with the No. 23 Announcement 2004 of the General Administration of Customs, the Cargo Manifest for Entry-exit by Land
of Inland Customs and Hong Kong Customs has been tried out uniformly in inland and Hong Kong SAR since January 1, 2004. The tryout
of the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs has a positive impact on improving the economic
development of the two sides, facilitating the economic and trade communication between them and enhancing the legal enforcement
assistant between the customs of both sides, from which an excellent result has been achieved. After one year’s tryout and transition,
the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs is now been amended and perfected based on the
advice solicited from the transportation industry and on-spot customs; related issues are hereby proclaimed as follows:

As of January 1, 2005, the declaration of the land cargo vehicles between the two sides starts to use the amended Cargo Manifest
for Entry-exit by Land of Inland Customs and Hong Kong Customs. (See attachment 1)

As of January 1, 2005, the declaration of empty land cargo vehicles between the two sides starts to use the Cargo Manifest for Entry-exit
by Land of Inland Customs and Hong Kong Customs special for empty vehicles and in one pattern, two sheets. (See attachment 2)

In starting to use the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs, the declaration information
such as the number of Vehicle License Plates, chassis, container of the transportation vehicle may be obtained; the tractor, trailer
and container are exempted from bound transportation.

In considering that some transportation enterprises still remain some pieces of Cargo Manifest for Entry-exit by Land of Inland Customs
and Hong Kong Customs of trial version in 2004, it is decided that the use of the Cargo Manifest for Entry-exit by Land of Inland
Customs and Hong Kong Customs of trial version in 2004 extends to March 31, 2005 in order to avoid economic loss of these enterprises;
at the expiration of this time, the use thereof is prohibited.

As of January 1, 2005, for the cargo vehicles commuting between inland and Hong Kong (including empty vehicles), the declaration
using the Cargo Manifest for Entry of the Customs of PRC and the Cargo Manifest for Exit of the Customs of PRC for declaration shall
be stopped.

Attachment:

Sample of the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs

Sample of the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs special for empty vehicles (omitted)

The standard and instruction in filling the Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs

htm/e03802.htmAttachment 1

Attachment 1:

Cargo Manifest for Entry-exit by Land of Inland Customs and Hong Kong Customs

Inland Cargo manifest No.:

5 0 0 0 1 5 8 3 2 0 0 3 6

Hong Kong Cargo Manifest No.:

Vehicle License Plate No.: (Inland Vehicle License Plate No.:
Hong Kong Vehicle License Plate No.:
)

_Entry/exit* date:
Cargo Loading Place:
Cargo unload place:
This copy manifest has
pages

Item

Name & specification of cargo

Mark & No.

Package & quantity

Weight/net weight*(kilogram)

Price(currency)

Name & Address of exporter or freight forwarder (Seal)

Name & Address of consignee

total quan

MEASURES FOR THE ADMINISTRATION OF SUBSCRIBERS’ ORDER OF IMPORTED PUBLICATIONS

the General Administration of Press and Publication

Decree of the General Administration of Press and Publication of the People’s Republic of China

No. 27

The Measures for the Administration of Subscribers’ Order of Imported Publications, which were adopted at the 4th executive meeting
of the General Administration of Press and Publication on December 9th, 2004, are hereby promulgated and shall come into force since
February 1st, 2005.

General Director of the General Administration of Press and Publication Shi Zongyuan

December 31, 2004

Measures for the Administration of Subscribers’ Order of Imported Publications

Article 1

The present Measures are formulated in accordance with the Regulation on the Administration of Publication and other relevant laws
and regulations for the purpose of meeting the reading demand for imported publications of domestic entities and individuals, foreign
organizations, foreign-funded enterprises and foreigners in China, and people from Hong Kong, Macao and Taiwan regions and strengthening
the administration of imported publications.

Article 2

Any subscriber’s order of imported publications within the territory of China shall be applied to the present Measures.

The “imported publications” as mentioned in the present Measures refers to the books, newspapers (including back issues), periodicals
(including back issues) and electronic publications, etc. that are imported by the imported publication management entities and are
published abroad or in the Special Administrative Region of Hong Kong, the Special Administrative Region of Macao or the Taiwan Region
of China.

The “imported publication management entities” as mentioned in the present Measures refers to the entities, as established in accordance
with the Regulation on the Administration of Publication, that engage in the import business management of publications.

The “subscribers” as mentioned in the present Measures refers to any domestic entity or individual, any foreign organization, foreign-funded
enterprise in China, any foreigner who works, studies or lives in China for a long term and any person from Hong Kong, Macao or Taiwan.

The “order” as mentioned in the present Measures refers to that a subscriber, for the purpose of meeting the reading demand of the
entity where he works or of himself, place an order of the purchase for imported publications to the imported publication management
entity.

Article 3

The state adopts the system of classified administration on the distribution of imported publications. Imported newspapers and periodicals,
imported books and electronic publications, etc. whose distribution is limited shall be distributed on the distribution manner that
subscribers order them and they are supplied through classified distribution. The imported books and electronic publications whose
distribution is not limited shall be distributed by way of market sales.

The imported newspapers and periodicals fall into two categories: those of limited distribution and those of unlimited distribution.

The categories of imported newspapers, periodicals, books and electronic publications of limited distribution shall be decided by
the General Administration of Press and Publication.

Article 4

The order of imported publications by subscribers shall be managed by the imported publication management entities. In particular,
the business of imported newspapers and periodicals ordered by subscribers shall be carried out by the imported publication management
entities designated by the General Administration of Press and Publication. The business of imported books and electronic publications
of limited distribution shall be carried out by the imported publication management entities designated by the General Administration
of Press and Publication within the authorized business scope.

Unless upon the approval of the General Administration of Press and Publication, no entity or individual may engage in the business
activities of imported newspapers and periodicals ordered by subscribers or imported books and electronic publications of limited
distribution.

In case any imported publication management entity entrusts a non- imported publication- management entity to solicit subscriptions
for or distribute any imported publication, it shall report to the General Administration of Press and Publication for approval in
advance.

Article 5

In case any domestic entity subscriber places an order on any imported newspaper or periodical of unlimited distribution, it may directly
go to the import entity of newspapers or periodicals designated by the General Administration of Press and Publication to deal with
procedures of order with the order application form of the entity. A domestic individual subscriber shall deal with procedures of
order via the entity where he works.

Article 6

Domestic entity subscribers, who may order imported newspapers, periodicals, books and electronic publications whose distribution
is limited, shall be decided by the General Administration of Press and Publication.

Article 7

For domestic entity subscribers who order imported newspapers, periodicals, books and electronic publications of limited distribution,
the entity subscribers under the Central Government shall be subject to the examination and approval by the corresponding ministry
or commission to which they are subordinated; the local entity subscribers shall be subject to the examination and approval by the
Press and Publication Bureau of its province, autonomous region or municipality directly under the Central Government and, thereafter,
be reported to the publicity department of the Party Committee at the same level for approval. Any subscriber who has obtained the
approval thereof may go to the imported publication management entities designated by the General Administration of Press and Publication
with an entity order application form and the relevant approval documents to deal with the procedures of order.

Article 8

Any foreign organization, foreign-funded enterprise in China or any foreigner who works, studies, or lives in China for a long term
or any person from Hong Kong, Macao or Taiwan, who orders any imported newspaper or periodical, shall go to the import entities of
newspapers or periodicals designated by the General Administration of Press and Publication with an entity order application form
or their identification certification to deal with the procedures of order.

Article 9

Imported publication management entities shall be responsible for the examination and approval of the subscribers who order imported
newspapers, periodicals, books, electronic publications of limited distribution, and shall report the name list of subscribers after
examination and approval and the drafted categories and subscription quantity of imported newspapers, periodicals, books and electronic
publications of limited distribution to the General Administration of Press and Publication for approval. The imported publication
management entities shall supply the subscribers in accordance with the name list of subscribers and the categories and subscription
quantity of imported newspapers, periodicals, books and electronic publications of limited distribution as approved.

Article 10

Whoever unlawfully engages in the business of subscribers’ order for imported publications shall be punished according to Article
55 of the Regulation on the Administration of Publications.

Whoever violates any other provisions of the present Measures shall be ordered to correct and be imposed a warning by the administrative
department of press and publication, and, in the event of a serious case, shall be imposed a fine of no more than 30,000 yuan.

Article 11

The present Measures shall come into force since February 1,2005.

the General Administration of Press and Publication
2004-12-31

RESIDENT IDENTITY CARDS LAW

Law of the People’s Republic of China on Resident Identity Cards



	(Adopted at the 3rd Meeting of the Standing Committee of the Tenth National People’s Congress on June 28, 2003 and promulgated by Order No.4 of the President of the People’s Republic of China on June 28, 2003) Contents Chapter I General Provisions Chapter II Application and Issuance Chapter III Use and Examination Chapter IV Legal Responsibility Chapter V Supplementary Provisions Chapter I General Provisions Article 1 This Law is enacted for the purposes of proving the identities of the citizens residing within the territory of the People’s Republic of China, safeguarding their legitimate rights and interests, facilitating their social activities and maintaining public order. Article 2 Any Chinese citizen who has reached the age of 16 and who resides within the territory of the People’s Republic of China shall, in accordance with the provisions of this Law, apply for the resident identity card; and any Chinese citizen under the age of 16 may, in accordance with the provisions of this Law, apply for resident identity card. Article 3 The items to be registered in a resident identity card consist of the name, sex, nationality, date of birth, address of permanent residence, citizen’s identity number, the bearer’s photograph, term of validity of the card and the issuing authority. The citizen’s identity number is the sole and inalterable permanent identity code of a citizen, which is designed by the public security organ according to the national standard for citizens’ identity numbers. Article 4 Standard Chinese characters and numerals and symbols conforming to national standards shall be used in filling out a resident identity card. With respect to the items in the resident identity card to be registered in Chinese, the authority of autonomy in a national autonomous area may, in light of the actual conditions of the area, decide to use at the same time the written language of the nationality enjoying regional autonomy or the written language that is commonly used locally. Article 5 The terms of validity of resident identity cards for citizens at or over the age of 16 shall be 10 years, 20 years, or permanent. To citizens between the age of 16 and 25, shall be issued resident identity cards valid for 10 years; to those between the age of 26 and 45, shall be issued resident identity cards valid for 20 years; and to those at or over the age of 46, shall be issued resident identity cards valid permanently. Where a citizen under the age of 16 voluntarily applies for the resident identity card, a card valid for five years shall be issued to him. Article 6 The resident identity card shall be designed by the department for public security under the State Council. And the resident identity cards shall be uniformly made and issued by public security organs. The resident identity cards shall be readable both visually and by computer, and the contents read visually and by computer shall be limited to the items prescribed in the first paragraph of Article 3 of this Law. Public security organs and people’s police shall keep confidential citizen’s personal information gained through making, issuing, examining or seizing resident identity cards. Chapter II Application and Issuance Article 7 Any citizen shall, within three months from the date he reaches the age of 16, apply to the public security organ at the place of his permanent residence for the resident identity card. In the case of a citizen under the age of 16, his guardian shall apply for the resident identity card on his behalf. Article 8 A resident identity card shall be signed and issued by the public security organ under the people’s government at the county level at the place where a person’s permanent residence is registered. Article 9 When going through the formalities of permanent residence registration, compatriots from Hong Kong, Macao or Taiwan who move to resettle down on the mainland, or overseas Chinese who return to reside in China, or foreign nationals or stateless persons who reside within the territory of the People’s Republic of China and who are naturalized or whose nationality of the People’s Republic of China is restored upon approval shall, in accordance with the provisions in this Law, apply for resident identity cards. Article 10 Anyone who applies for the resident identity card shall fill out the Registration Form of Application for Resident Identity Card and present his resident household registration book for examination. Article 11 Where the term of validity of a resident identity card expires, or a citizen changes his name, or the card is so seriously damaged that what is registered becomes illegible, the bearer shall apply for a new card; where mistake is found in the items registered in a resident identity card, the public security organ shall put it right without delay and issue a new card; and when getting the new card, the bearer shall return the original one. Anyone who loses his resident identity card shall apply for reissue of a card. Where any of the circumstances mentioned in the preceding paragraph occurs to a citizen under the age of 16 in respect of his resident identity card, he may apply for a new card, for changing the card ,or for reissue of a card. When a citizen goes through the formalities of changing his permanent residence registration, the public security organ shall record the change of the address of the citizen’s permanent residence under the relevant computer-read item in the resident identity card and inform the citizen himself of the fact. Article 12 When a citizen applies for a resident identity card or for changing the card, or for reissue of a card, the public security organ shall, in accordance with relevant regulations, handle the matter without delay. The public security organ shall issue the resident identity card within 60 days from the date the citizen submits the Registration Form of Application for Resident Identity Card; for areas where transport facilities are inconvenient, the time limit for handling such matter may be appropriately extended, but the extension may not exceed 30 days. Where a citizen is in urgent need of his resident identity card during the period when he applies for the card, or for changing the card, or for reissue of a card, he may apply for a temporary resident identity card, and the public security organ shall, in accordance with relevant regulations, handle the matter without delay. The specific measures in this regard shall be formulated by the department for public security under the State Council. Chapter III Use and Examination Article 13 Where any citizen is required to prove his identity when engaged in relevant activities, he shall have the right to use his resident identity card for the purpose, and no unit or its staff member concerned may reject it. Article 14 Any citizen shall, under any of the following circumstances, produce his resident identity card to prove his identity: (1) changing of the permanent residence registration; (2) registering for conscription; (3) registering for marriage or adoption ; (4) applying for going through the formalities of leaving the country; or (5) other circumstances where, according to the provisions of laws and administrative regulations, the resident identity card is required to prove his identity. Where a citizen who fails to get the resident identity card in accordance with the provisions of this Law intends to do what is mentioned in the preceding paragraph, he may prove his identity by any other means which conforms to State regulations. Article 15 When performing his duties in accordance with law under any of the following circumstances, a people’s policeman may, after producing his law-enforcement papers, examine the resident identity cards: (1) when it is necessary to find out the identity of a law-breaker or criminal suspect; (2) when it is necessary to find out the identities of the persons concerned during on-the-spot control exercised in accordance with law; (3) when it is necessary to find out the identities of the relevant persons on the spot in an unexpected incident that seriously endangers public security; or (4) other circumstances under which it is necessary to find out people’s identities, as is required by the provisions of laws. Where a person refuses to have his resident identity card examined by the people’s police under any of the circumstances listed in the preceding paragraph, measures shall, on the basis of the different circumstances, be taken to deal with him in accordance with the provisions of relevant laws. No organization or individual may seize any resident identity card. However, exception shall be made where the public security organ executes the enforcement measure for residential surveillance in accordance with the Criminal Procedure Law of the People’s Republic of China. Chapter IV Legal Responsibility Article 16 Anyone who commits one of the following acts shall be given a disciplinary warning by the public security organ and shall, in addition, be fined not more than RMB 200 yuan, and the illegal gains, if any, shall be confiscated: (1) obtaining the resident identity card by using false documents of certification; (2) leasing, lending or making over the resident identity card to another person; or (3) illegally seizing the resident identity card of another person. Article 17 Anyone who commits one of the following acts shall be imposed by the public security organ a fine of not less than 200 yuan but not more than 1,000 yuan, or shall be detained for not more than 10 days, and the illegal gains, if any, shall be confiscated: (1) using another person’s resident identity card as his own or a resident identity card obtained by fraudulent means; or (2) buying, selling or using falsely made or forged resident identity card. Any resident identity card that is falsely made, or forged, or obtained by fraudulent means shall be forfeited by the public security organ. Article 18 Anyone who falsely makes or forges resident identity cards shall be investigated for criminal responsibility in accordance with law. Anyone who commits one of the acts listed in Articles 16 and 17 of this Law and engages in criminal activities shall be investigated for criminal responsibility in accordance with law. Article 19 Any of the people’s police commits one of the following acts shall, according to the seriousness of the circumstances, be given administrative sanctions in accordance with law; and if a crime is constituted, he shall be investigated for criminal responsibility in accordance with law: (1) by taking advantage of making, issuing or examining resident identity cards, accepting or receiving money or things of value offered by other persons or seeking other benefits; (2) illegally changing a citizen’s identity number, or registering in the resident identity card information other than the items prescribed in the first paragraph of Article 3 of this Law or intentionally registering false information; (3) without justifiable reasons, failing to issue resident identity cards within the statutory time limit; (4) examining or seizing a resident identity card in violation of regulations and thus infringing upon the lawful rights and interests of a citizen; or (5) divulging a citizen’s personal information gained through making, issuing, examining or seizing his resident identity card and thus infringing upon the citizen’s lawful rights and interests. Chapter V Supplementary Provisions Article 20 Where a citizen applies for a residence identity card, or for changing the card, or for reissue of one, he shall pay for the cost of the card. The rate for the cost of a resident identity card shall be determined upon examination by the competent department for pricing under the State Council in conjunction with the department for finance under the State Council. Urban residents who receive subsistence allowances and rural residents who live in specially straitened circumstance shall be exempted from paying the costs of resident identity cards when they apply for such cards and for changing the cards for the first time. As to the other residents who really have difficulties in making ends meet, the payment of the costs of resident identity cards may be reduced when they apply for the cards and for changing the cards for the first time. The specific measures for exemption and reduction of such payment shall be formulated by the department for finance under the State Council in conjunction with the competent department for pricing under the State Council. The payments for the costs of resident identity cards collected by public security organs shall all be turned over to the State Treasury. Article 21 The specific measures for the soldiers of the People’s Liberation Army and people’s armed policemen in active service to apply for resident identity cards and for issuing such cards shall be separately formulated by the State Council and the Central Military Commission. Article 22 This Law shall go into effect as of January 1, 2004, and the Regulations of the People’s Republic of China Concerning Resident Identity Cards shall be abrogated at the same time. The resident identity cards obtained in accordance with the Regulations of the People’s Republic of China Concerning Resident Identity Cards shall remain valid within their terms of validity before the said cards are changed in accordance with this Law. The specific measures for exchange for the new resident identity cards shall be formulated by the State Council.

PROVISIONS ON COLLECTIVE CONTRACTS

e02894

Ministry of Labor and Social Security

Order of the Ministry of Labor and Social Security of the People’s Republic of China

No. 22

The Provisions on Collective Contracts, which were adopted at the 7th executive meeting of the Ministry of Labor and Social Security,
are hereby promulgated and shall come into force as of May 1, 2004.

the Minister of the Ministry of Labor and Social Security Zheng Silin

January 20, 2004

Provisions on Collective Contracts

Chapter I General Provisions

Article 1

With a view to regulating the acts of conducting collective negotiations and concluding collective contracts, protecting the legitimate
rights and interests of the workers and the employing entities, the present Provisions are formulated according to the Labor Law
of the People’s Republic of China and the Trade Union Law of the People’s Republic of China.

Article 2

The present Provisions shall apply to the enterprises and the public institutions implementing enterprise-management within the territory
of China (hereinafter referred to as the employing entities) that conduct collective negotiations and conclude collective contracts
with their respective employees.

Article 3

The term “collective contract” as mentioned in the present Provisions refers to the written agreement concluded between an employing
entity and its workers on items such as labor remuneration, working hours, rest and vacations, labor safety and health, professional
training and insurance and welfare through collective negotiation according to laws, regulations and rules. The term “special collective
contract” as mentioned in the present Provisions refers to the special written agreement concluded between an employing entity and
its workers on a specific item according to laws, regulations and rules.

Article 4

When signing a collective contract or a special collective contract and determining the related matters, the employing entity and
its workers shall adopt the way of collective negotiation which shall be conducted mainly in the form of negotiation meeting.

Article 5

When conducting a collective negotiation or signing a collective contract or a special collective contract, the parties concerned
shall adhere to the following principles:

(1)

abiding by laws, regulations and rules and relevant provisions of the state;

(2)

respecting each other and negotiating equally;

(3)

keeping honest and good faith, conducting fair cooperation;

(4)

taking into consideration the legitimate rights and interests of both parties simultaneously;

(5)

not taking extreme actions.

Article 6

The collective contract or special collective contract that accord with the present Provisions shall have legal binding force on the
employing entity and all of its employees.

The standards for working conditions and labor remuneration as provided for in the labor contract signed by an employing entity and
an employee shall not be lower than those in the collective contract or special collective contract.

Article 7

The administrative departments of labor and social security at (or above) the level of county shall, within their respective administrative
areas, conduct supervision over the conditions of the collective negotiations, the signing and fulfillment of collective contracts
of the employing entities and their respective employees, and shall be responsible for the examination of the collective contracts
or special collective contracts.

Chapter II Content of Collective Negotiation

Article 8

Both parties to the collective negotiation may conduct collective negotiation on some or one of the following matters, and sign a
collective contract or special collective contract:

(1)

labor remuneration;

(2)

working hours;

(3)

rest and vacations;

(4)

labor safety and health;

(5)

additional insurance and welfare;

(6)

special protection for female employees and minors;

(7)

trainings of professional skills;

(8)

management of labor contracts;

(9)

rewards and punishments;

(10)

staff reduction;

(11)

the term of collective contract;

(12)

procedures for modifying or canceling the collective contract;

(13)

settlement of disputes, which arise in fulfilling the collective contract, through negotiation;

(14)

liabilities for breach of collective contracts;

(15)

other matters agreed on by both parties through negotiation.

Article 9

The labor remuneration shall mainly include:

(1)

the level of wages, the wage distribution system, the wage standards and the wage distribution method of an employing entity;

(2)

the measures for wage payment;

(3)

the overtime wages and the standards on allowances or subsidies and the measures for distribution of premium;

(4)

the measures for the adjustment of wages;

(5)

the wages and treatments during the probation period, sick leaves or private affair leaves;

(6)

the measures for paying the wages (subsistence allowance) to the employees under special circumstances;

(7)

other measures for distributing labor remuneration.

Article 10

The working hours shall mainly include:

(1)

the system of working hours;

(2)

the measures for overtime work;

(3)

the working hours for special jobs;

(4)

the standard for labor quota.

Article 11

The rest and vocations shall mainly include:

(1)

the measures for the daily rest time, weekly rest days arrangement and annual vocations;

(2)

the rest time and vocations for employees who are unable to implement the standard working hours;s

(3)

other vocations.

Article 12

The labor safety and health shall mainly include:

(1)

the labor safety and health responsibility system;

(2)

the working conditions and safety technologies and measures;

(3)

the procedures for safe operation;

(4)

the standard for distributing labor protection appliances;

(5)

regular health examinations and occupation health examinations.

Article 13

The additional insurances and welfares shall mainly include:

(1)

the types and scopes of the additional insurances;

(2)

the basic welfare system and welfare facilities;

(3)

the extension of medical leaves and the treatments;

(4)

the welfare system to the relatives of the employees.

Article 14

The special protection of female employees and minors shall mainly include:

(1)

the work that shall not be assigned to female employees and minors;

(2)

the labor protection for female employees during periods of emmenia, pregnancy, confinement and breast feeding;

(3)

the regular health examination for female employees and minors;

(4)

the employment and registration system of minors.

Article 15

The training of professional skills shall mainly include:

(1)

the programming of professional skill trainings and the annual plan;

(2)

the extracting and use of fees for the training of professional skills;

(3)

the measures for guaranteeing and perfecting the training of professional skill.

Article 16

The management of labor contracts shall mainly include:

(1)

the date when a labor contract is concluded;

(2)

the conditions for determining the duration of a labor contract;

(3)

the general principles for modifying, canceling and renewing a labor contract, and the conditions for terminating a labor contract
without fixed time limit;

(4)

the conditions and time limit for the probation.

Article 17

The rewards and punishments shall mainly include:

(1)

the labor disciplines;

(2)

the performance evaluation, reward and punishment system;

(3)

the reward and punishment procedures;

Article 18

The staff reduction shall mainly include:

(1)

the program for staff reduction;

(2)

the procedures for staff reduction;

(3)

the implementing measures for staff reduction and the compensation standards;

Chapter III Representatives of Collective Negotiation

Article 19

The term “representatives of collective negotiation” (hereinafter referred to as representatives) as mentioned in the present Provisions
refers to people who are elected according to legal procedures and are enpost_titled to take part in the collective negotiation on behalf
of the interests of their own party.

Both parties to a collective negotiation shall have the same number of representatives. Each party shall have at least 3 representatives
and assign one of them as the chief representative.

Article 20

The representatives of collective negotiation on behalf of the employees shall be designated by the labor union of the entity. In
the case of absence of a labor union, they shall be subject to the democratic recommendation by the employees of this entity and
shall be subject to the consent by at least half of the employees.

The chief representative on behalf of the employees shall be the chairman of the labor union of this entity. The chairman of the labor
union may entrust in written form another representative to take the position of the chief representative. In the case of absence
of the chairman of the labor union, the chief representative shall be the major person in charge of the labor union. In the case
of absence of the labor union, the chief representative on behalf of the employees shall be elected through democratic recommendation
by the representatives.

Article 21

The representatives on behalf of the employing entity shall be designated by the legal representative of this entity, and the chief
representative shall be the legal representative of this entity or another manager entrusted by him in written form.

Article 22

The time limit for representatives to perform their responsibilities shall be determined by the parties they represent.

Article 23

The chief representative of each party of collective negotiation may entrust in written form some professionals outside the entity
as representatives, and the number of entrusted persons shall not exceed one third of the representatives from this entity.

The chief representative shall not be a person outside the entity.

Article 24

No person may concurrently act as a representative of the employing entity and a representative of the employees.

Article 25

The representatives shall perform the following duties:

(1)

to participate in the collective negotiation;

(2)

to accept the inquiries of the persons of the party represented by them, and timely announce the information on the negotiation to
the persons of the party represented by them and ask them for advices;

(3)

to supply the information and materials related to the collective negotiation;

(4)

to take part in the settlement of the disputes under collective negotiation on behalf of the party represented by them;

(5)

to conduct supervision over the fulfillment of the collective contract or special collective contract;

(6)

other duties as provided for in the laws, regulations and rules.

Article 26

The representatives shall protect the normal production or work order of the entity, and shall not have any acts of threatening, buying
over or cheating.

The representatives shall keep confidential the commercial secrets of the employing entity that they have learned in the course of
collective negotiation.

Article 27

The representatives inside an enterprise who have participated in the collective negotiation shall be deemed as having provided normal
labor.

Article 28

Where the labor contract of a representative expires during the period of his performing the duties as a representative, it shall
automatically extend to the date when he fulfills his duties,And the employing entity shall not cancel the labor contract unless
he is under any of the following circumstances:

(1)

having seriously violated the labor disciplines or the provisions and rules formulated by the employing entity pursuant to law;

(2)

having seriously neglected his duties or seeking private interests, which leads to serious impairment to the interests of the employing
entity;

(3)

being subject to criminal liabilities.

During the period of a person’ performing of the duties as a representative, the employing entity shall not change his post without
justifiable reasons.

Article 29

Where there is any dispute between a representative of the employees and the employing entity due to the matters as provided for in
Articles 27 and 28, an application for arbitration may be filed to the local arbitration commission for labor disputes.

Article 30

The labor union may change the representatives of the employees. In the case of absence of the labor union, the representatives of
the employees may be changed upon the consent of at least half of the employees.

The legal representative of the employing entity may change the representatives of the employing entity.

Article 31

Where there is any absence of a representative due to change, resignation or any other force majeure, a new representative shall be
elected within 15 days from the day when the absence occurs according to the present Provisions.

Chapter IV Procedures for Collective Negotiation

Article 32

Either party of the collective negotiation may make a written request for collective negotiation to the other party on signing a collective
contract or special collective contract and the related matters.

Where a party makes a request for collective negotiation, the other party shall give it a written reply within 20 days from the day
when it receives the request, and shall not refuse to conduct collective negotiation without justifiable reasons.

Article 33

The representatives shall make the following preparations before the negotiation:

(1)

to get familiar with the laws, regulations, rules and systems related to the collective negotiation;

(2)

to learn the information and materials related to the collective negotiation, collect the opinions of the employing entity and the
employees on the collective negotiation;

(3)

to determine the matters under collective negotiation, which may be drafted by the party that makes a request for collective negotiation
or may be jointly drafted by the representatives assigned by both parties;

(4)

to determine the time and place of the collective negotiation;

(5)

to jointly determine a non-negotiation representative as the note-keeper of the collective negotiation. The note-keeper shall keep
neutral and impartial and keep the secrets of both parties of the collective negotiation.

Article 34

The meeting of collective negotiation shall be hosted by the chief representatives of both parties in turn, who shall accord with
the following procedures:

(1)

Announcing the agenda and disciplines of the meeting;

(2)

The chief representative of a party sets forth the specific content and requests for the collective negotiation, and the chief representative
of the other party makes corresponding responses;

(3)

Both parties state their respective opinions on the matters under negotiation, and fully discuss them;

(4)

The chief representatives of both parties sum up the opinions. Where an agreement is reached, a draft collective contract or a draft
special collective draft shall be formed, and shall be signed by the chief representatives of both parties.

Article 35

Where no agreement is reached or any unexpected issue arises, the negotiation may be suspended upon mutual agreement. The time limit
for the suspension and the time, place and content of next negotiation shall be determined by both parties upon mutual agreement.

Chapter V The Conclusion, Modification, Cancellation and Termination of Collective Contracts

Article 36

The draft of a collective contract or of a special collective contract agreed on by the representatives of both parties shall be submitted
to the employees representative assembly or all the employees for discussion.

When the employees representative assembly or all the employees discuss the draft of a collective contract or the draft of a special
collective contract, at least two thirds of the members of the employees representative assembly or of all the employees shall be
present. The draft of the collective contract or the draft of the special collective contract shall not be adopted unless it is agreed
upon by at least half of the members of the employees representative assembly or of all the employees.

Article 37

The draft of a collective contract or the draft of a special collective contract adopted at the employees representative assembly
or the employees assembly shall be signed by the chief representatives of both parties of the collective negotiation.

Article 38

In general, the period of validity of a collective contract or a special collective contract shall be 1 to 3 years, which shall be
terminated at its expiration or under the conditions for termination as agreed on by both parties.

Within 3 months prior to the expiration of a collective contract or a special collective contract, either party may request the other
party to sign a new contract or renew the contract.

Article 39

Where both parties reach an agreement, a collective contract or a special collective contract may be modified or cancelled.

Article 40

A collective contract or a special collective contract may be modified or cancelled under any of the following circumstances:

(1)

It is unable to perform the collective contract or the special collective contract for the employing entity is merged, dissolved or
bankrupt;

(2)

It is unable to perform the collective contract or the special collective contract or part of the said contract in due to force majeure;

(3)

The conditions for modifying or canceling the collective contract or the special collective contract arises;

(4)

Other circumstances as stipulated in the laws, regulations and rules.

Article 41

The procedures for the collective negotiation as stipulated in the present Provisions shall apply to the modification or cancellation
of a collective contract or a special collective contract.

Chapter VI Examination on Collective Contracts

Article 42

After a collective contract or a special collective contract is signed or modified, the employing entity shall submit the text in
triplicate to the administrative department of labor and social security within 10 days as of the day when the chief representatives
sign the contract.

The administrative department of labor and social security shall check in the submitted collective contract or special collective
contract.

Article 43

The examination on collective contracts or special collective contracts shall adopt territorial administration, and the specific scope
of administration shall be specified by the administrative department of labor and social security at the provincial level.

The collective contracts of enterprises under the Central Government and those of the employing entities of trans-province, trans-autonomous
region or trans-municipality directly under the Central Government shall be submitted to the administrative department of labor and
social security at the provincial level as specified by the Ministry of Labor and Social Security.

Article 44

The administrative department of labor and social security shall examine the validity of a collective contract or a special collective
contract submitted to it in light of the following items:

(1)

whether the qualifications of subjects of both parties of the collective negotiation are in line with laws, regulations and rules;

(2)

whether the procedures for collective negotiation is in violation of laws, regulations and rules;

(3)

whether the content of the collective contract or the special collective contract is contrary to the provisions of the state.

Article 45

Where the administrative department of labor and social security has any objection to a collective contract or a special collective
contract, it shall serve the Examination Opinion to the negotiation representatives of both parties within 15 days as of the day
when it receives the text. The Examination Opinion shall specify the following contents:

(1)

the names, addresses of both parties of the collective contract or special collective contract;

(2)

the date on which the administrative department of labor and social security receives the collective contract or the special collective
contract;

(3)

the examination opinions;

(4)

the date on which the examination opinions are formed.

The Examination Opinion shall be affixed with the seal of the administrative department of labor and social security.

Article 46

Where the employing entity and its employees conclude a new collective contract or a new special collective contract after collective
negotiation on the objections put forward by the administrative department of labor and social security, the employing entity shall
submit the new contract to the administrative department of labor and social security for examination pursuant to Article 42 of
the present Provisions.

Article 47

Where the administrative department of labor and social security raises no objection within 15 days as of the day when it receives
the text, the collective contract or special collective contract shall go into effect forthwith.

Article 48

The valid collective contract or special collective contract shall be timely announced by the negotiation representatives to all of
the members they are on behalf of in a proper form as of the day when the contract go into effect.

Chapter VII Mediation and Settlement of Disputes in Collective Negotiation

Article 49

Where both parties fail to settle the disputes arising during a collective negotiation through negotiation, either party or both parties
may file a written application to the administrative department of labor and social security for mediation and settlement. Where
no application is filed, the administrative department of labor and social security may mediate and settle the disputes when it deems
necessary.

Article 50

The administrative department of labor and social security shall organize people of the labor union at the same level and the enterprise
organization to jointly mediate and settle the disputes arising during a collective negotiation.

Article 51

The disputes arising during a collective negotiation shall be under territorial administration, and the specific scope of administration
shall be provided for by the administrative department of labor and social security.

With regard to disputes arising during a collective negotiation of an enterprise under the Central Government or an employing entity
of trans-province, trans-autonomous region or trans-municipality directly under the Central Government, the administrative department
of labor and social security at the provincial level designated by the Ministry of Labor and Social Security shall organize people
of the labor union at the same level and the enterprise organization to mediate and settle the disputes, and the Ministry of Labor
and Social Security may organize relevant parties to mediate and settle as well when necessary.

Article 52

The mediation and settlement of the disputes arising during a collective negotiation shall be completed within 30 days as of the day
when an application for mediation and settlement is received. If it hasn’t been finished within the time limit, the time limit may
be extended appropriately, but the extended time shall not exceed 15 days.

Article 53

The mediation and settlement of the disputes arising during a collective negotiation shall proceed as follows:

(1)

to accept an application for mediation and settlement;

(2)

to investigate into and learn the information on the disputes;

(3)

to discuss and formulate a program on mediation and settlement of the disputes;

(4)

to mediate and settle the disputes;

(5)

to make a Mediation and Settlement Agreement.

Article 54

The Mediation and Settlement Agreement shall include the application for mediation and settlement, the facts of disputes and mediation
results. Where both parties fail to reach an agreement on some of the matters being negotiated, it shall specify the relevant matters
to be negotiated continuously. The Mediation and Settlement Agreement shall come into force after being affixed with the signatures
or seals of the persons responsible for the mediation and settlement of the disputes arising during the collective negotiation and
the chief representatives of both disputing parties. Both disputing parties shall accord with the Mediation and Settlement Agreement
after it takes effect.

Chapter VIII Supplementary Provisions

Article 55

Where the parties concerned fail to settle through consultation the dispute arising when fulfilling a collective contract, they may
file an application to the arbitration commission for labor disputes pursuant to law.

Article 56

Where an employing entity refuses, without any justifiable reason, the request for the collective negotiation made by the trade union
or the representatives of the employees, it shall be punished according to the Trade Union Law and other relevant laws and regulations.

Article 57

The present Provisions shall go into effect as of May 1, 2004, and the Provisions on Collective Contracts promulgated by the former
Ministry of Labor on December 5, 1994 shall be abolished simultaneously.

Ministry of Labor and Social Security
2004-01-20

THE MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION OF SMALL VESSELS COMING FROM AND GOING TO HONG KONG AND MACAO AND THE CARGOES AND ARTICLES ON THEM

Customs General Administration

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

No. 112

The Measures of the Customs of the People’s Republic of China for the Administration of Small Vessels Coming from and Going to Hong
Kong and Macao and the Cargoes and Articles on them were adopted at the executive meeting of the General Administration of Customs
on January 1st, 2004, which are hereby promulgated and shall be implemented as of March 15th, 2004. The Measures of the Customs of
the People’s Republic of China for the Supervisory Administration of Small Vessels Going between Hong Kong and Macao and the Cargoes
and Articles on them (Decree No. 68 of the General Administration of Customs) and the Measures of the General Administration of Customs
of the People’s Republic of China for the Administration of the Registration and Record Keeping of Small Vessels Coming from and
Going to Hong Kong and Macao (Decree No. 69 of the General Administration of Customs of the People’s Republic of China shall be repealed
at the same time.

Mou Xinsheng, Director of the General Administration of Customs

February 6th, 2004

The Measures of the Customs of the People’s Republic of China for the Administration of Small Vessels Coming from and Going to Hong
Kong and Macao and the Cargoes and Articles on them

Chapter I General Provisions

Article 1

In order to regulate the supervision over small vessels coming from and going to Hong Kong and Macao and the cargoes and articles
carried on them, the present Measures are formulated in accordance with the Law on the Customs of the People’s Republic of China
and other relevant laws and administrative regulations.

Article 2

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

(1)

The term “small vessels coming from and going to Hong Kong and Macao” refers to the power-driven vessels and non-power-driven vessels
registered within China, used for transportation of cargoes, specially coming and going between the Mainland and Hong Kong or Macao
upon approval of the Ministry of Communication or its authorized departments.

(2)

The term “customs midway supervisory offices for small vessels” (hereinafter referred to MSOs) refers to the supervisory institutions
established by the customs in Dachandao at Zhujiangkou, Wanchai of Zhuhai, Guishandao outside Zhujiangkou and Dasanmendao to the
East of Hong Kong, which shall be responsible for supervising small vessels and the cargoes and articles carried by them, confirming
customs manifest and making customs seal.

(3)

The term “navigation instructions” refers to the electronic instructions given by the MSOs to the small vessels, such as “Pass by
the MSO directly” and “Stop for undergoing formalities”, etc.

(4)

The term “the specified area” refers to the navigation area centering around an MSO within a certain range. The specific range shall
be announced by the related customs directly under the General Administration of Customs.

Article 3

Small vessels shall enter and exit, anchor, load and unload cargoes and articles, let people get on or get off and undergo relevant
formalities at the ports with customs or the MSOs which are allowed by the customs to assign persons to conduct supervision temporarily.

Article 4

Where any of the following vessels enters or exits China, it shall be subject to the formalities for manifest confirmation and customs
seal at the specified MSO:

(1)

Small vessels coming and going between Hong Kong and the water area of Zhujiang shall go through the relevant formalities at Dachandao
MSO;

(2)

Small vessels coming and going between Hong Kong or Macao and the waterway of Modaomen shall go through the relevant formalities at
Wanchai MSO;

(3)

Small vessels coming and going between Hong Kong or Macao and all the ports along the coasts of Guangdong, Guangxi and Hainan to the
west of the Zhujiangkou and the waterway Modaomen shall go through the relevant formalities at Guishandao MSO;

(4)

Small vessels going between Hong Kong or Macao and all the ports of Guangdong Province to the east of Zhujiangkou, Fujian and along
the coast to the north of Fujian shall go through the relevant formalities at Dasanmendao MSO.

The small vessels coming and going between Hong Kong and Chiwan, Shekou, Mawan and Yantian Port shall directly go through the entry/exit
declaration formalities at the port customs.

Article 5

After being kept record by the customs, a small vessel may engage in transportation of cargoes entering or exiting China.

The small vessel shall, via the shipping enterprise owning this vessel, go through the record-keeping formalities in the customs directly
under the General Administration of Customs or its authorized customs located in the area where the shipping enterprise has completed
the commercial and industrial registration. The customs shall manage the small vessels by keeping record through the Internet and
shall share the data information.

Article 6

Each small vessel shall install ship-borne information receiving and sending device acknowledged by the customs. Under special circumstances,
it may not install such device upon approval of the customs.

No small vessel may have hidden compartments, interlayers or other room for hiding cargoes and articles. The structure of the vessel
shall not be changed after having been verified by the ship inspection department of the state.

Chapter II Management of Record-keeping

Article 7

When a small vessel applies for record-keeping, the shipping enterprise shall submit the following documents to the customs:

(1)

The Registration and Record-Keeping Form for Small Vessels Coming from and Going to Hong Kong and Macao (See Attachment 1);

(2)

Copy of the approving documents issued by the administrative department of transport;

(3)

Copy of the ship inspection certificate issued by China Classification Society or the administrative department of maritime;

(4)

Copy of the vessel’s transportation permit;

(5)

Copy of the vessel’s nationality certificate;

(6)

The diagram of the vessel’s structure; and

(7)

Colored photographs of the front view of the vessel and its profile that shows its name, each in triplicate;

In addition, the original documents of those mentioned in Items (2) through (5) shall be simultaneously submitted to the customs for
verification.

Article 8

Where the customs decides to keep record of a vessel, it shall issue a Registration and Record Keeping Certificate of Small Vessels
Coming from and Going to Hong Kong or Macao within 5 working days from the day when it receives the record-keeping documents (hereinafter
referred to as Record-keeping Certificate, see Attachment 2) and a Supervisory Book of the Customs for Small Vessels Coming from
and Going to Hong Kong and Macao (hereinafter referred to as the Supervisory Book of the Customs, see Attachment 3).

Where the customs decides not to keep record of a vessel upon examination, it shall formulate and issue a Notice on Disapproval of
Record Keeping of Small Vessels Coming from and Going to Hong Kong and Macao (See Attachment 4).

Article 9

The customs shall adopt an annual examination management to small vessels. A shipping enterprise shall submit the following documents
within the time limit as required by the customs and go through the annual examination formalities for small vessels:

(1)

The Annual Examination Report on Small Vessels Coming from and Going to Hong Kong and Macao (See Attachment 5);

(2)

The Record-keeping Certificate; and

(3)

The Supervisory Book of the Customs.

Any small vessel that fails to go through the annual examination or fails to meet the requirements as specified in the present Measures
shall not continue to engage in transportation of cargoes entering and exiting China.

Article 10

Where any of the information registered with the customs, such as a small vessel’s name, structure, route, legal representative, address
or the nature of the enterprise, is changed, the shipping enterprise shall go through the modification formalities with written application
and relevant approving documents.

Chapter III Supervision of Customs

Article 11

Before a small vessel enters China, the person-in-charge or agent of the vessel may itself or authorize a manifest input entity to
send electronic manifest data through pubic data information platform linked with the customs.

Before a small vessel exits China, the person-in-charge or agent of the vessel shall submit a paper manifest to the customs at the
loading port, the Supervisory Book of the Customs and other relevant vouchers and books, at the same time it shall send electronic
manifest data through pubic data information platform linked with the customs.

Article 12

The electronic manifest data shall include: the name and serial number of the tool of transport, the number of voyage, nationality,
loading port, port of destination, number on bills of lading, the consignee or consigner, name of cargo, cargo quantity and weight,
container number and size of container.

Article 13

The person-in-charge of a vessel shall confirm the declared electronic manifest data through the ship-borne receiving and sending
device, when the vessel starts to enter or exit China.

After a vessel has completed the formalities for confirming the electronic manifest data and making the customs seal, the owner or
agent of the imported cargoes may file a declaration to the customs in advance.

Article 14

Where it is necessary to modify the electronic manifest data confirmed by the customs, the person-in-charge or its agent shall file
an application to the customs. The said electronic manifest data may be modified upon consent of the customs.

Article 15

The customs shall preserve the electronic manifest data and track data for 3 years from the day when it confirms the declared manifest
of a small vessel.

Article 16

After a small vessel starts to enter or exit China, it shall enter the specified area, receive and confirm the navigation instructions,
and directly pass by the MSO or anchor near the MSO for going through the relevant formalities according to the instructions.

Article 17

When a small vessel receives the instruction that it shall stop sailing to go through the relevant formalities, it shall sail into
the anchorage as specified by the MSO.

With regard to a small vessel entering China, it may continue to sail to the port of destination within China after its Supervisory
Book of the Customs has been marked and approved by the MSO and it has completed the formalities for confirming the electronic manifest
data and making the customs seal.

With regard to a small vessel exiting China, it shall submit the manifest and other vouchers with the seal of the customs at the port
of loading to the MSO for confirmation. It may continue to sail to the overseas port of destination after its Supervisory Book of
the Customs has been marked by the MSO.

Article 18

After a small vessel arrives at the port of destination within China, the person-in-charge or agent of the vessel shall submit the
Supervisory Book of the Customs, paper manifest and other vouchers to the customs for completing the relevant formalities.

With regard to a small vessel that has gone through the relevant formalities at an MSO, it shall submit the customs seal.

Article 19

The person-in-charge of a small vessel shall properly preserve the paper manifest, customs seal and other vouchers confirmed by the
customs.

Article 20

When a small vessel loads or unloads cargoes entering or exiting China, the person-in-charge or agent of the vessel shall verify the
cargoes according to the manifest, if he (she) finds excessive or short shipment (unloading), wrong shipment (unloading), broken
and damaged goods or any other mistakes, he (she) shall note down properly and tackle this matter in accordance with Article 14
of the present Measures.

Article 21

With regard to the articles for public use and self-use articles of the shipmen carried by a vessel entering or exiting China, one
shall faithfully fill in the Entry-exit Declaration Form for Public Articles Carried by Small Vessels Coming from and Going to Hong
Kong / Macao (See Attachment 6) and the Entry-exit Declaration Form for Self-use Articles Carried by Small Vessels Coming from and
Going to Hong Kong / Macao (See Attachment 7), the customs shall complete the verification and clearance formalities in pursuance
of the relevant regulations

Article 22

Where a small vessel installs machine parts, or re-supplies ship’s fuel, materials and articles for public use, one shall fill in
the Declaration Form for Fuel and Materials Re-supplied Abroad to Small Vessels Coming from and Going to Hong Kong / Macao (See Attachment
8), and shall submit the relevant payment vouchers or invoices to the customs for verification, and shall undergo the import formalities.

Article 23

No small vessel may carry import / export cargoes and non-import / export cargoes on board at the same time.

Article 24

Upon approval of the departments of transport, a small vessel may concurrently engage in transportation within China.

Whenever a small vessel changes the overseas transportation into domestic transportation or vice versa, one shall report to the customs
for archival purposes. The customs shall mark the Supervisory Book of the Customs and complete the relevant formalities.

Article 25

During the period from a small vessel’s entering China to the completeness of the customs clearance formalities, or during the period
after a small vessel has completed the customs formalities at the port of loading, the vessel shall not anchor, load or unload cargoes
and articles or have people get on or get off, without approval of the customs.

Article 26

Where a small vessel anchors, loads or unloads cargoes or articles, or lets people get on or off at a time or area other than the
one specified, it shall have obtained the approval of the customs in advance; where it needs the customs to perform the supervisory
functions, it shall pay the stipulated fees in accordance with the relevant provisions.

Article 27

Where a small vessel is forced to anchor, take up a berth, load or unload cargoes or articles, or lets people get on or off due to
force majeure at a place where no customs is established, the person-in-charge of the vessel shall immediately report to the nearby
customs.

Where a small vessel is unable to anchor in the MSO for completing the entry / exit formalities due to confronting a storm, it may
directly sail to the port of destination upon permission of the MSO.

Article 28

An MSO may put marks on the cargoes carried by a small vessel and the compartments of the vessel, it may assign persons to conduct
supervision over the vessel when the vessel arrives at the port of destination where necessary, the person-in-charge or agent of
the vessel shall provide convenience.

Article 29

Where the customs examines a small vessel, the person-in-charge or agent of the vessel shall be present, shall open all the places,
containers or packages of cargoes and move the cargoes or materials according to the demands of the customs. Where the customs deems
necessary, it may directly conduct examination, re-examination or take samples of cargoes.

When the customs examines the baggage and articles of the shipmen, the relevant shipmen shall be present and shall open the baggage
and packages and places for storing articles.

Chapter IV Legal Liabilities

Article 30

If anyone violates the Customs Law of the People’s Republic of China and the provisions of the present Measures, by smuggling or any
act in violation of the supervisory provisions of the customs, he (she) shall be punished in accordance with the Customs Law of the
People’s Republic of China, the Detailed Rules for the Implementation of the Administrative Punishments of the Customs of the People’s
Republic of China and other relevant laws and administrative regulations. Where any crime is constituted, he (she) shall be subject
to criminal liabilities.

Chapter V Supplementary Provisions

Article 31

The power to interpret the present Measures shall remain with the General Administration of Customs.

Article 32

The present measures shall come into force as of March 15, 2004. The Measures of the Customs of the People’s Republic of China for
the Supervisory Administration of the Small Vessels Coming from and Going to Hong Kong and Macao and Cargoes and the Articles on
them and the Measures of the General Administration of Customs of the People’s Republic of China for the Administration of the Registration
and Record Keeping of the Small Vessels Coming from and Going to Hong Kong and Macao issued by the General Administration of Customs
of the People’s Republic of China on October 17, 1998 shall be repealed at the same time.

Attachments:

The Registration and Record-Keeping Form for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted)

The Register and Record Keeping Certificates for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted)

The Supervisory Book of the Customs for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted)

Notice on Disapproval of Record Keeping of Small Vessels Coming from and Going to Hong Kong and Macao (Omitted)

The Annual Examination Report on Small Vessels Coming from and Going to Hong Kong and Macao (Omitted)

Entry-exit Declaration Form for Public Articles Carried by Small Vessels Coming from and Going to Hong Kong / Macao (Omitted)

Entry-exit Declaration Form for Self-use Articles Carried by Small Vessels Coming from and Going to Hong Kong / Macao (Omitted)

Declaration Form for Fuel and Materials Re-supplied Abroad to Small Vessels Coming from and Going to Hong Kong / Macao (Omitted)

Customs General Administration
2004-02-06

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

China Banking Regulatory Commission

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

YinJianFa [2004] No.12

March 11th, 2004

Chapter I General Provisions

Article 1

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

Article 2

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

Article 3

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

Chapter II Reform of Corporation Governance

Article 4

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

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

Article 5

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

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

Article 6

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

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

Article 7

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

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

Article 8

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

Article 9

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

Article 10

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

Article 11

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

Article 12

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

Article 13

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

Chapter III Examination Indicators

Article 14

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

Article 15

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

Article 16

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

Article 17

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

Article 18

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

Article 19

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

Article 20

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

Article 21

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

Chapter IV Examination and Reporting System

Article 22

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

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

Article 23

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

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

Article 24

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

Chapter V Supplementary Provisions

Article 25

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

Article 26

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

China Banking Regulatory Commission
2004-03-11

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

MEASURES FOR ANNOUNCEMENT OF OUTSTANDING TAXES (FOR TRIAL IMPLEMENTATION)

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ISSUES CONCERNING THE MANAGEMENT OF INTERNAL OPERATION OF FOREIGN EXCHANGE FUNDS OF TRANSNATIONAL COMPANIES

MINISTRY OF COMMERCE ANNOUNCEMENT NO.63, 2004 ON EXTENDING THE TIME LIMIT OF NEOPRENE ANTI-DUMPING INVESTIGATION

CATALOGUE FOR THE GUIDANCE OF FOREIGN INVESTMENT INDUSTRIES (AMENDED IN 2004)

THE ANNOUNCEMENT OF THE GENERAL ADMINISTRATION OF CUSTOMS ON THE OFFICIAL START OF THE CARGO MANIFEST FOR ENTRY-EXIT BY LAND OF INLAND CUSTOMS AND HONG KONG CUSTOMS

MEASURES FOR THE ADMINISTRATION OF SUBSCRIBERS’ ORDER OF IMPORTED PUBLICATIONS

RESIDENT IDENTITY CARDS LAW

PROVISIONS ON COLLECTIVE CONTRACTS

THE MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION OF SMALL VESSELS COMING FROM AND GOING TO HONG KONG AND MACAO AND THE CARGOES AND ARTICLES ON THEM

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

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7