Brazilian Laws

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

Ministry of Finance￿￿the General Administration of Customs￿￿The State Administration of Taxation

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

No. 7 [2004] issued by Ministry of Finance￿￿the Customs General Administration￿￿The State Administration of Taxation

March 16, 2004

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

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

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

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

1.

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

Samples

(7)

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

(8)

The containers of holding the goods;

(9)

Other goods used for non-commercial purpose.

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

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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



 
Ministry of Finance￿￿the General Administration of Customs￿￿The State Administration of Taxation
2004-03-16

 







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

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

(Adopted at the 9th Meeting of the Standing Committee of the Tenth National People’s Congress on April 26, 2004) 

At its 9th Meeting, the Standing Committee of the Tenth National People’s Congress examined the Report on Whether There Is a Need
to Amend the Methods for Selecting the Chief Executive of the Hong Kong Special Administrative Region in 2007 and for Forming the
Legislative Council of the Hong Kong Special Administrative Region in 2008, submitted by Tung Chee-hwa, the Chief Executive of the
Hong Kong Special Administrative Region, on April 15, 2004 and, before the meeting, had consulted deputies to the National People’s
Congress and members of the National Committee of the Chinese People’s Political Consultative Conference from the Hong Kong Special
Administrative Region, people from different sectors of Hong Kong, Hong Kong members of the Committee for the Basic Law of the Hong
Kong Special Administrative Region under the Standing Committee of the National People’s Congress, and the Constitutional Development
Task Force of the Government of the Hong Kong Special Administrative Region, and had, at the same time, sought the advice of the
Hong Kong and Macao Affairs Office of the State Council. In the course of examination, the Standing Committee of the National People’s
Congress paid full attention to the recent concerns of the Hong Kong community about the methods for selecting the Chief Executive
and for forming the Legislative Council after the year 2007, including the views of some bodies and public figures that they wish
to see the selection of the Chief Executive by universal suffrage in the year 2007 and the election of all the members of the Legislative
Council by universal suffrage in the year 2008. 

The participants hold that the provisions in Articles 45 and 68 of the Basic Law of the Hong Kong Special Administrative Region of
the People’s Republic of China (hereinafter referred to as the Basic Law of Hong Kong, in short) already expressly stipulate that
the methods for selecting the Chief Executive and for forming the Legislative Council shall be prescribed in the light of the actual
situation in the Hong Kong Special Administrative Region and in accordance with the principle of gradual and orderly progress, and
that the ultimate aims are the selection of the Chief Executive by universal suffrage upon nomination by a broadly representative
nominating committee in accordance with democratic procedures and the election of all the members of the Legislative Council by universal
suffrage. The methods for selecting the Chief Executive of the Hong Kong Special Administrative Region and for forming the Legislative
Council of the Hong Kong Special Administrative Region shall conform to the principles and provisions of the Basic Law of Hong Kong
mentioned above. Any change relating to the methods for selecting the Chief Executive of the Hong Kong Special Administrative Region
and for forming the Legislative Council of the Hong Kong Special Administrative Region shall conform to the principles that it is
compatible with the social, economic and political development of Hong Kong and that it is conducive to the balanced participation
of all strata, sectors and groups of the society, to the effective operation of the executive-led system, and to the maintenance
of long-term prosperity and stability of Hong Kong. 

The participants hold that since the establishment of the Hong Kong Special Administrative Region, Hong Kong residents have enjoyed
democratic rights that they had never had before. The first Chief Executive was elected by the Selection Committee, which was composed
of 400 members. The second Chief Executive was elected by the Election Committee, which was composed of 800 members. Out of the 60
members of the Legislative Council, the number of members returned by geographical constituencies through direct elections has increased
from 20 in the Legislative Council in the first term to 24 in the Legislative Council in the second term and will reach 30 in the
Legislative Council in the third term to be formed in September this year. Hong Kong does not have a long history of practising democratic
elections, and it is not seven years yet since Hong Kong residents exercised the democratic right to participate in the selection
of the Chief Executive of the Special Administrative Region. Since the return of Hong Kong to the motherland, the number of members
of the Legislative Council returned by geographical constituencies through direct elections has increased by a fairly wide margin.
When the setup is such that half of the members are returned by geographical constituencies through direct elections and the other
half by functional constituencies, the impact on the operation of the Hong Kong society as a whole, especially the impact on the
executive-led system, remains to be tested through practice. Moreover, at present, different sectors of the Hong Kong society have
considerable differences on how to determine the methods for selecting the Chief Executive and for forming the Legislative Council
after the year 2007 and have not come to a broad consensus. Such being the case, the conditions do not yet exist for the selection
of the Chief Executive by universal suffrage upon nomination by a broadly representative nominating committee in accordance with
democratic procedures, as provided for in Article 45 of the Basic Law of Hong Kong, or for the election of all the members of the
Legislative Council by universal suffrage, as provided for in Article 68 of the Basic Law of Hong Kong. 

In view of the above and pursuant to the relevant provisions of the Basic Law of Hong Kong and the Interpretation by the Standing
Committee of the National People’s Congress of Annex I (7) and Annex II (III) to the Basic Law of the Hong Kong Special Administrative
Region of the People’s Republic of China, the Standing Committee of the National People’s Congress makes the following decision on
the methods for selecting the Chief Executive of the Hong Kong Special Administrative Region in the year 2007 and for forming the
Legislative Council of the Hong Kong Special Administrative Region in the year 2008: 

(1) The election of the third Chief Executive of the Hong Kong Special Administrative Region to be held in the year 2007 shall not
be conducted by means of universal suffrage. The election of the Legislative Council of the Hong Kong Special Administrative Region
in the fourth term in the year 2008 shall not be conducted by means of an election of all the members by universal suffrage, the
ratio between the members returned by functional constituencies and the members returned by geographical constituencies through direct
elections, who shall respectively occupy half of the seats, is to remain unchanged, and the procedures for voting on bills and motions
in the Legislative Council are to remain unchanged. 

(2) On the premise that Decision (1) is not contravened, appropriate amendments that conform to the principle of gradual and orderly
progress may be made to the specific method for selecting the third Chief Executive of the Hong Kong Special Administrative Region
in the year 2007 and the specific method for forming the Legislative Council of the Hong Kong Special Administrative Region in the
fourth term in the year 2008, in accordance with the provisions of Articles 45 and 68 of the Basic Law of Hong Kong and the provisions
of Annex I (7) and Annex II (III) to the Basic Law of Hong Kong. 

The participants hold that developing democracy in the Hong Kong Special Administrative Region in the light of the actual situation
and in a gradual and orderly manner according to the provisions of the Basic Law of Hong Kong has been the unswerving, consistent
position of the Central Authorities. Along with the development and progress in all aspects of the Hong Kong society and through
the joint endeavors of the Government of the Hong Kong Special Administrative Region and Hong Kong residents, the democratic system
of the Hong Kong Special Administrative Region will certainly progress incessantly, and ultimately attain the aims of selecting the
Chief Executive by universal suffrage upon nomination by a broadly representative nominating committee in accordance with democratic
procedures and electing all the members of the Legislative Council by universal suffrage, as provided for in the Basic Law of Hong
Kong.

Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress.







FUNDS FOR INVESTMENT IN SECURITIES LAW

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










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

Contents 

Chapter I     General Provisions 

Chapter II    Fund Managers 

Chapter III   Fund Custodians 

Chapter IV    Raising of Capital 

Chapter V     Trading of Fund Units 

Chapter VI    Subscription and Redemption of Fund Units 

Chapter VII   Operation of Funds and Disclosure of Information 

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

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

Chapter X     Supervision and Regulation 

Chapter XI    Legal Responsibility 

Chapter XII   Supplementary Provisions 

Chapter I 

General Provisions 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter II 

Fund Managers 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 19  A fund manager shall perform the following duties: 

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

(2) completing procedures for the registration of funds; 

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

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

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

(6) preparing interim and annual fund reports; 

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) it grossly violates laws or regulations; 

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

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

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

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

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

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

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

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

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

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

Chapter III 

Fund Custodians 

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 29  A fund custodian shall perform the following duties: 

(1) keeping safe custody of fund assets; 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) it grossly violates any law or regulation; 

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

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

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

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

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

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

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

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

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

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

Chapter IV 

Raising of Capital 

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

(l) an application report; 

(2) a draft fund contract; 

(3) a draft fund custodian agreement; 

(4) a draft prospectus; 

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

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

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

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

Article 37  A fund contract shall include the following information: 

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

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

(3) the mode of operation of the fund; 

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

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

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

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

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

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

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

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

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

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

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

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

(16) mechanism for resolution of disputes; and 

(17) other matters agreed upon by the parties. 

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

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

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

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

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

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

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

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

(8) risk warning statements; and 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter V 

Trading of Fund Units 

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

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

Article 48  T

ANNOUNCEMENT OF THE MINISTRY OF COMMERCE

Ministry of Commerce

Announcement of the Ministry of Commerce

[2004] No. 38

August 3rd, 2004

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

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

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

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

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

Japanese Companies:108%

The companies of ROK

1.

KOC Co., Ltd.: 28%

2.

All others: 35%

The companies of USA: 184%

The companies of France

1.

ATOFINA S.A.: 118%

2.

All others: 120%

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

 
Ministry of Commerce
2004-08-03

 




CIRCULAR OF THE CHINA SECURITIES REGULATORY COMMISSION ON SEVERAL ISSUES CONCERNING THE PROMOTION OF INNOVATION ACTIVITIES IN SECURITIES INDUSTRY

China Securities Regulatory Commission

Circular of the China Securities Regulatory Commission on Several Issues Concerning the Promotion of Innovation Activities in Securities
Industry

Zheng Jian Ji Gou Zi [2004] No. 96

August 12, 2004

All securities companies:

For the purpose of implementing the Several Opinions of the State Council on the Promotion of Reform, Opening and Steady Growth of
the Capital Market, actively promoting the standard development of securities industry and encouraging securities companies to launch
innovation activities in their business and management, related matters are hereby notified as follows:

1.

Securities companies shall be encouraged to give full play to the enthusiasm, initiative of innovation, carry out innovation in business,
operation mode as well as organizations according to market requirements and their own practical needs, improve the quality of service,
and better the profit mode with a view to growing excellent to become powerful in market competition and pushing forward the integral
development of securities industry.

2.

Although innovation is the motive power of development of securities companies and securities market, in such process requirements
of “legal system, supervision, self-discipline and standards” must be observed so as to prevent and control material risks likely
to occur by taking realistic measures. At the initial stage of promoting innovation in securities companies, we must firstly make
an experiment in this field, use such experience of one point to lead the whole area, draw continuous conclusions from experiences,
perfect relevant rules and then gradually spread successful new practices. Therefore, certain standards mustn’t be established for
securities companies (hereinafter referred to as pilot securities companies) which carry out pertinent pilot innovation activities
until such standards are reviewed first. Pilot securities companies must meet such conditions as better corporate governance, better
internal risk control, higher level of capital adequacy and more standard operation and management, various innovation activities
of which shall start on the precondition that risks of such activities are measurable, controllable and sustainable.

3.

The China Securities Regulatory Commission shall produce review measures for pilot securities companies and be liable to organize
such review.

Principles of “openness, fairness and impartiality” must be adhered to in the process of such review, standards and procedure of which
must be fair and transparent. Securities companies may, according to procedure, apply for such review only if meeting prescribed
requirements and standards, and may be confirmed as pilot securities companies after passing review.

Legal representatives and principal persons responsible for operation and management of the securities company applying for review
shall undertake and directly bear clear liability for the truthfulness, accuracy and completeness of such information used for application
for the said review as operating status and financial statements of their companies, and shall directly take clear responsibility
for the truthfulness, completeness, compliance and risk control of matters with respect of application for pilots.

4.

Political measures on the promotion of innovation development in securities industry along with reform measures in respect of the
promotion of supervision over securities institutions will be tried in pilot securities companies, relevant application matters of
which shall be accepted preferentially with corresponding procedure to be simplified. We shall support pilot securities companies
to voluntarily present pilot programs for business exploration and organizational management, to actively launch innovation in securities
business and explore experiences from innovation development in securities business. Operational approach, product innovation programs
and reform measures of operation and management, all of which have been proved mature through pilots, will be popularized in securities
industry for implementation.

5.

Specific innovation programs put forward by pilot securities companies in line with their own operating status and business development
requirements, shall not be implemented until passing the professional review organized by the China Securities Regulatory Commission.
The said innovation programs shall include risk assessment, internal controls, pre-arranged plan for risk exposure preparation and
feasibility arrangement of acceptance for administrative supervision.

The scale of innovated business of pilot securities companies shall match risk control ability and risk bearing capacity of the same
companies, and a system on quantitative risk control level shall be established for such innovated business.

6.

Innovation activities of various kinds of pilot securities companies shall be subject to the supervision of the China Securities Regulatory
Commission and its dispatched institutions.

All dispatched institutions shall establish a dynamic supervision system and produce working contents thereof for pilot securities
companies within their jurisdiction, focus on monitoring over the safety, completeness, and transparency of their clients’ funds
for transaction settlement, as well as compliance operation in such business as clients’ assets management and repurchase of debentures,
and shall supervise pilot innovation activities carried out by such clients within a business scope decided by pilot programs and
strictly implement all the undertakings and rules required by pilot projects.

Pilot securities companies shall, prior to January 31 each year, submit summary reports on their innovation activities to the institutions
dispatched by the China Securities Regulatory Commission where they were registered.

7.

The China Securities Regulatory Commission shall conduct continuous evaluation on pilot securities companies.

Pilot companies, which are disqualified to carry out relevant innovation activities as a result of problems in respect of their operation
and management, risk control and financial status, shall have their corresponding business activities under pilots suspended and
terminate the organized pilot business on schedule.

8.

Pilot securities companies, if found to have committed grave acts in violation of laws and regulations, shall terminate their pilot
businesses and be ordered to conduct checks within a stipulated period.

Since the promotion of innovation in securities companies is a task lasting for long, every securities company shall, in light of
the spirits of this Circular and various supervision provisions, carry out operation according to laws and regulations, perfect corporate
governance, strengthen the internal risk control, and ensure the safety and completeness of clients’ assets and the truthfulness
of financial statements. Various securities companies shall deal well with self-inspection of risks and business norms, feel out
their assets and financial status based on comprehensive verification, consciously rectify nonconforming and highly risky business,
produce and put into effect one by one practical rectification and improvement plans. The China Securities Regulatory Commission
shall, according to actual situations of various securities companies like degree of risks, internal control level and financial
strength, formulate and implement gradually measures on classified supervision, support such companies to carry out diversified innovation
activities within the scope of their financial status, business competition abilities and risk bearing capacities so as to promote
the standardization and development of securities industry.

 
China Securities Regulatory Commission
2004-08-12

 




FISHERIES LAW OF THE PEOPLE’S REPUBLIC OF CHINA (2004 REVISION)

Standing Committee of the National People’s Congress

Fisheries Law Of The People’s Republic Of China (2004 Revision)

(Adopted at the 14th Session of the Standing Committee of the National People’s Congress and promulgated by Order No. 34 of the President
of the People’s Republic of China on January 20th, 1986; amended for the first time according to the “Decision of the Standing Committee
of the National People’s Congress on the Amendment of the Fishery Law of the People’s Republic of China” at the Eighteenth Session
of the Standing Committee of the Ninth National People’s Congress on October 31st, 2000; amended for the second time according to
the “Decision of the Standing Committee of the National People’s Congress on the Amendment of the Fishery Law of the People’s Republic
of China” at the Eleventh Session of the Standing Committee of the Tenth National People’s Congress on August 28th, 2004)

ContentsChapter I General Provisions

Chapter II Aquaculture

Chapter III Fishing

Chapter IV Increase and Protection of Fishery Resources

Chapter V Legal Liability

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is formulated with a view to strengthening the protection, growth, development and rational utilization of fishery resources,
developing artificial cultivation, protecting fishery workers’ lawful rights and interests and boosting fishery production, so as
to fulfill the requirements of socialist construction and the needs of the people.

Article 2

All productive activities of fisheries, such as engaging in aquaculture and catching or harvesting of aquatic animals and plants in
the inland waters, tidal flats and territorial waters of the People’s Republic of China, or in other sea areas under the jurisdiction
of the People’s Republic of China, must abide by this Law.

Article 3

Regarding fishery production, the state shall adopt a policy that calls for simultaneous development of aquaculture, fishing and processing,
with special emphasis on aquaculture and with priority given to different pursuits in line with local conditions.

People’s governments at various levels shall cover fishery production into their economic development plans and take measures to enhance
the overall planning and comprehensive utilization of water areas.

Article 4

The state shall encourage research in fishery science and technology as well as popularization of advanced technology so as to improve
the level of the country’s fishery science and technology.

Article 5

People’s governments at various levels shall give moral encouragement or material awards to entities and individuals who make outstanding
contributions to the increase and protection of fishery resources, to development of fishery production, or to research in fishery
science and technology.

Article 6

The department of fishery administration under the State Council shall be in charge of the administration of fisheries throughout
the country. Departments of fishery administration under people’s governments at the county level or above shall be in charge of
fisheries in their respective areas. These departments shall be authorized to set up fishery superintendency agencies in important
fishing areas and fishing ports. Departments of fishery administration under people’s governments at or above the county level and
their fishery superintendency agencies may appoint fishery inspectors who will implement assignments entrusted thereto by those departments
and agencies.

Article 7

Supervision over and administration of fisheries shall adhere to the principle of unified leadership and decentralized administration.

Marine fishery shall be under the superintendence of departments of fishery administration under the people’s governments of provinces,
autonomous regions and centrally-administered municipalities contiguous to the sea, with the exception of those sea areas and fishing
grounds with specially designated fishery resources that the State Council has placed under direct administration of its fishery
department and subordinate fishery superintendency agencies.

Fishery in rivers and lakes shall be subject to the superintendence of the departments of fishery administration under the relevant
people’s governments at or above the county level in conformity with administrative divisions. Fishery administration for water areas
that straddle several administrative divisions shall be decided by the relevant people’s governments at or above the county level
through consultation or placed under the superintendence and management by the departments of fishery administration of people’s
governments at the next higher level and their subordinate fishery superintendency agencies.

Article 8

Foreigners and foreign fishing vessels must obtain permission from the relevant department under the State Council prior to entering
the territorial waters of the People’s Republic of China to carry out fishery production or investigations of fishery resources,
and must observe this Law and other relevant laws and regulations of the People’s Republic of China. If those persons and vessels
belong to countries that have entered into relevant accords or agreements with the People’s Republic of China, their activities shall
be conducted in conformity with those accords or agreements.

State fishery administration and fishing port superintendency agencies shall conduct administrative and supervisory authority over
external relations relating to fisheries and fishing ports.

Article 9

Neither the department in charge of fishery administration as well as its institutions for the supervision over and administration
of fishery nor their staff shall participate or be engaged in the activities of fishery production and operation.

Chapter II Aquiculture

Article 10

The state shall encourage entities under ownership by the whole people, entities under collective ownership and individuals to make
the best use of suitable water surfaces and tidal flats to develop aquaculture.

Article 11

The State shall make united programming on utilization of water areas, and determine which water areas and beaches may be utilized
for aquatic breeding industry. Where an entities or an individual uses a water area or beach with ownership by the whole people which
is determined by the State programming to be used for aquatic breeding industry, the user shall apply to the department in charge
of fishery administration of the local people’s government at or above the county level for the aquatic breeding certificate which
shall be examined and issued by the people’s government at the same level. With this certificate, the user is permitted to undertake
aquatic breeding production in the aforesaid water area or beach. Specific measures for the examination and issuance of aquatic breeding
certificates shall be provided for by the State Council.

Water areas and beaches with collective ownership or with ownership by the whole people but used by the agricultural collective business
organization may be individually or collectively contracted for aquatic breeding production.

Article 12

The local people’s government at the county level or above shall give precedence to the local fishery producers while checking and
issuing aquatic breeding certificates.

Article 13

Where any dispute arises between the parties due to the aquatic breeding production with a water area or beach determined by the State
programming to be used for aquatic breeding industry, it shall be handled in line with the procedures prescribed in relevant laws.
Before the dispute is settled, neither party shall destroy the aquatic breeding production.

Article 14

Where a water area or beach with collective ownership is requisitioned for use for State construction, it shall be handled in conformity
with the provisions pertaining to the requisition of land in the Law of the People’s Republic of China on Administration of Land.

Article 15

The local people’s government at the county level or above shall take measures to enhance its protection on the production bases of
commercial fish and the key water areas for aquatic breeding in the suburban areas of the city.

Article 16

The state shall encourage and support the breeding, cultivation and popularization of good aquatics. No new aquatic may be popularized
unless it has been examined and approved by the National Committee for Examination and Approval of Original Breeding and Good Breeding
and has been announced by the fishery administrative department of the State Council.

The import and export of aquatic fingerlings shall be examined and approved by the department in charge of fishery administration
of the State Council or of the provincial, autonomous regional, municipal people’s governments.The production of aquatic fingerlings
shall be examined and approved by the department in charge of fishery administration of the local people’s government at the county
level or above, with an exception of the aquatic fingerlings cultivated or used by the fishery producers themselves.

Article 17

Quarantine must be executed for the import and export of aquatic fingerlings so as to prevent disease from passing into or out of
the territory. Specific quarantine work shall be carried out in conformity with the provisions in the laws and administrative regulations
on the quarantine of animals and plants imported and exported.

The safety for imported transgenosis aquatic fingerlings must be evaluated. Specific administration shall be carried out in conformity
with relevant provisions of the State Council.

Article 18

The department in charge of fishery administration of the local people’s government at the county level or above shall enhance technical
guidance and disease prevention for the aquatic breeding production.

Article 19

Baits or feedstuff containing poisonous or harmful substances shall not be used in the aquatic breeding production.

Article 20

In the aquatic breeding production, the ecological environment of water areas shall be protected, and the aquatic breeding density
shall be scientifically determined, baits be rationally cast, fertilizer be reasonably thrown, and medicament be sensibly used. The
water areas shall not be polluted.

Chapter III Fishing

Article 21

The State shall take measures in finance, credit and taxation to encourage and support the development of ocean fishery industry,
and arranges continental-river and inshore fishing pursuant to the fishable amount of the fishery resources.

Article 22

The State shall determine the total fishable amount of the fishery resources and implements fishing quota system in conformity with
the principle that the fishing amount shall be lower than the growth amount of the fishery resources. The department in charge of
fishery administration of the State Council shall be responsible for organizing the investigation and evaluation of fishery resources,
and provide scientific basis for the implementation of the fishing quota system. The total amount of the fishing quota for inland
seas, territorial seas, exclusive economic zones and other jurisdictional seas of the People’s Republic of China shall be determined
by the department in charge of fishery administration of the State Council, and shall be distributed and reported to the governments
level by level after it is submitted to and approved by the State Council. The total amount of the fishing quota for important rivers
and pools determined by the State shall be determined by relevant provincial, autonomous regional, municipal people’s governments
or determined through consultation, and shall be distributed and reported level by level. The distribution of the total amount of
the fishing quota shall embody the principle of fairness and justness. The distribution methods and distribution results must be
open to the society and be supervised.

The department in charge of fishery administration of the State Council and of the provincial, autonomous regional, municipal people’s
governments shall strengthen its supervision and inspection over the implementation of the fishing quota system. As regarding the
amount which exceed the fishing quota target required by the upper level, the aforesaid department shall check and reduce its fishing
quota of the next year.

Article 23

The State shall implement fishing license system on fishery industry.

The fishing licenses for large scale dragnet and pursue net operation on the sea and the fishing operation on the mutually administered
fishing areas determined by the agreement concluded between the People’s Republic of China and a relevant country or the fishing
operation on the high seas shall be approved and issued by the department in charge of fishery administration of the State Council.
The fishing licenses for other operations shall be approved and issued by the department in charge of fishery administration of the
local people’s government at the county level or above. However, the fishing licenses approved and issued for operations on the sea
shall not exceed the target required by the State on the control of vessel and net facilities. Specific measures shall be prescribed
by the provincial, autonomous regional, municipal people’s governments.

Fishing licences may not be sold, leased or transferred by other illegal means, nor they may be altered.

Fishing operations on jurisdictional seas of other countries shall be approved by the department in charge of fishery administration
of the State Council, and observe relevant treaties and agreements concluded or acceded to by the People’s Republic of China and
the laws of relevant countries.

Article 24

A fishing license may be issued to the applicant only if he satisfies the following conditions:

(1)

he has the fishing vessel inspection certificate;

(2)

he has the fishing vessel registration certificate;

(3)

he satisfies other conditions prescribed by the department in charge of fishery administration of the State Council.

The fishing certificates approved and issued by the department in charge of fishery administration of the local people’s government
at the county level or above shall accord with the fishing quota target required by the department in charge of fishery administration
of the people’s government at the upper level.

Article 25

The entity or individual engaged in fishing operation must abide by the provisions in the fishing license on type of operation, location,
time limit, quantity of fishing facilities and fishing quota, and observe relevant provisions of the State on the protection of fishery
resources. Large scale fishing vessels shall keep fishing logs.

Article 26

Vessels that are produced, rebuilt, purchased and imported for shipping operation must be checked and proved qualified by the fishing
vessel inspection department before it is launched for operation. Specific measures shall be prescribed by the State Council.

Article 27

The construction of fishing harbors shall comply with the State’s united programming, and the principle of benefiting the investors
shall be implemented. The local people’s government at the county level or above shall strengthen its supervision and administration
over the fishing harbors located in its own administrative region, and maintain the normal order of these fishing harbors.

Chapter IV Increase and Protection of Fishing Resources

Article 28

Departments of fishery administration under the people’s governments at and above the county level shall work out overall plans and
take measures to increase fishery resources in the fishery waters under their jurisdiction. These departments may collect fees from
the entities and individuals profited by the use of such waters and devote the money thus collected to the growth and protection
of fishery resources. The procedures for collecting such fees shall be stipulated by the department of fishery administration and
the department of finance under the State Council, and must be approved by the State Council before coming into force.

Article 29

The State shall protect germ plasm resources of aquatic products and their surviving environment, and establish preservation areas
for germ plasm resources of aquatic products in the main regions where germ plasm resources of aquatic products with high economic
value and heredity and breeding value can increase and breed. No entity or individual shall be engaged in fishing activities in the
preservation areas for germ plasm resources of aquatic products without the approval by the department in charge of fishery administration
of the State Council.

Article 30

Such methods of destroying fishery resources as killing fish by explosion, with poison or with electricity, etc. are banned for fishing.
It is banned to produce, sell or use prohibited fishing facilities. It is banned to go fishing in the prohibited fishing areas or
within the prohibited fishing periods. It is banned to go fishing with nets smaller than the smallest size of mesh. The undersized
fish among the fishing gains shall not exceed the stipulated proportion. It is banned to sell illegally fished fishing gains in the
prohibited fishing areas or within the prohibited fishing periods.

The varieties of fishery resources under key protection as well as their fishable standards, the prohibited fishing areas and the
prohibited fishing periods, fishing facilities and fishing methods banned to be used, the smallest size of mesh, and other measures
to protect fishery resources shall be prescribed by the department in charge of fishery administration of the State Council or of
the provincial, autonomous regional, municipal people’s governments.

Article 31

Catching fry of aquatic animals of important economic value shall be prohibited. Catching fry of aquatic animals of important economic
value or spawning aquatic animals under protection for artificial breeding or for other special purposes must be approved by the
department of fishery administration under the State Council or by departments of fishery administration under the people’s governments
of provinces, autonomous regions, and municipalities directly under the Central Government, and it must be conducted in the designated
areas and times and strictly in conformity with the quotas assigned.

Measures shall be adopted to protect fry of aquatic animals when channeling or using water from water areas that specialize in producing
such fry.

Article 32

When building sluices and dams which will have serious impact on fishery resources on the migration routes of fish, shrimp and crabs,
the construction entities must build fish passages or adopt other remedial measures.

Article 33

With respect to water bodies that are used for fisheries and also serve the purposes of water storage and regulation and irrigation,
the departments concerned shall fix the lowest water level required for fishery.

Article 34

It shall be banned to reclaim land from lakes. Without approval from a people’s government at or above the county level, it shall
be prohibited to enclose tidal flats for cultivation and no one shall be allowed to reclaim land from water areas that are used as
major seedling producing centres and aquatic breeding grounds.

Article 35

With respect to conducting underwater explosions, exploration and construction that may have serious impact on fishery resources,
the construction entities shall consult in advance with the department of fishery administration under the relevant people’s government
at or above the county level and take measures to prevent or minimize the damage to fishery resources. In case any damages to fishery
resources occur therefrom, the relevant people’s government at the county level or above shall order the responsible party to bear
compensation.

Article 36

The people’s governments at all levels shall take measures to safeguard and improve the ecological environment of fishery water areas,
prevent and cure pollution.

The supervision over and administration of the ecological environment of fishery water areas as well as the investigation and treatment
of fishery pollution accidents shall be implemented in conformity with relevant provisions in the Law of the People’s Republic of
China on the Protection of Sea Environment and the Law of the People’s Republic of China on the Prevention and Cure of Water Pollution.

Article 37

The State shall conduct key protection on aquatic wild animals which are valuable or in severe danger such as white-flag dolphins,
etc. in order to prevent them from extinction. It is banned to fish and kill, or hurt the aquatic wild animals under the State’s
key protection. Where it is needed to fish the aquatic wild animals under the State’s key protection due to scientific research,
domestication and breeding, exhibition or other special circumstances, it shall be carried out in line with the provisions in the
Law of the People’s Republic of China on the Protection of Wild Animals.

Chapter V Legal Liability

Article 38

Where the methods of destroying fishery resources such as killing fish by explosion, with poison or with electricity, etc. are used
for fishing, the provisions on banned fishing areas or banned fishing periods are violated in fishing, or banned fishing facilities,
fishing methods or nets smaller than the smallest size of mesh are used for fishing, or the undersized fish among the fishing gains
exceeds the stipulated proportion, the fishing gains and illegal proceeds shall be confiscated, and a fine of not more than 50,000
yuan shall be imposed; if the case is gross, the fishing facilities shall be confiscated and the fishing license shall be rescinded;
if the case is particularly serious, the fishing vessel may be confiscated; if such acts commit a crime, criminal liabilities shall
be prosecuted pursuant to the law.

The department in charge of fishery administration of the local people’s government at the county level or above shall in time investigate
and dispose of the acts of selling illegally fished fishing gains in the banned fishing areas or within the banned fishing periods.

In case fishing facilities prohibited to be used are produced or sold, the illegally produced or sold fishing facilities and the illegal
proceeds shall be confiscated, and a fine of not more than 10,000 yuan shall be imposed.

Article 39

With respect to anyone who steals or loots the aquatic products bred by others or destroy the breeding water or breeding facilities
of others, he shall be ordered to remedy his acts, and may be imposed a fine of not more than 20,000 yuan; if such acts cause any
damage to others, he shall bear the compensation liability pursuant to the law; if such acts commit a crime, criminal liabilities
shall be prosecuted pursuant to the law.

Article 40

Where a water area or beach with ownership by the whole people used for aquatic breeding production lies waste for one year or longer
without any justifiable reason, the authority which issues the aquatic breeding certificate shall order the user to develop and utilize
it within a time limit; in case the user fail to develop and utilize it within the time limit, his aquatic breeding certificate shall
be rescinded, and a fine of not more than 10,000 may also be imposed.

With respect to anyone who is engaged in aquatic breeding production in a water area with ownership by the whole people without permission
before obtaining the aquatic breeding certificate according to the law, he shall be ordered to remedy his acts, and re-apply for
the aquatic breeding certificate or dismantle the aquatic breeding facilities within a time limit.

With respect to anyone who is engaged in aquatic breeding production in a water area with ownership by the whole people prior to obtaining
the aquatic breeding certificate according to the law or who exceeds the permitted fishing scope in the aquatic breeding certificate,
thus hinders water carriage or flood drainage, he shall be ordered to dismantle the aquatic breeding facilities within a time limit,
and may be imposed a fine of not more than 10,000 yuan.

Article 41

With respect to anyone who goes fishing without permission prior to obtaining the fishing license pursuant to the law, the fishing
gains and illegal proceeds shall be confiscated, and a fine of not more than 100,000 yuan shall be imposed; if the case is gross,
the fishing facilities and the fishing vessel may also be confiscated.

Article 42

With respect to anyone who goes fishing in violation of the provisions in the fishing license on type of operation, location, time
limit, quantity of fishing facilities, the fishing gains and illegal proceeds shall be confiscated, and a fine of not more than 50,000
yuan may also be imposed; if the case is serious, the fishing facilities may also be confiscated and the fishing license be rescinded.

Article 43

Where the fishing license is altered, bought, sold, leased or otherwise transferred, the illegal proceeds shall be confiscated, and
the fishing license be revoked, and a fine of not more than 50,000 yuan may also be imposed; where the acts of forging, mutilating,
buying or selling the fishing license commit a crime, criminal liabilities shall be prosecuted pursuant to the law.

Article 44

Where the aquatic fingerlings are illegally produced, imported or exported, the fingerlings and illegal proceeds shall be confiscated,
and a fine of not more than 50,000 yuan shall be imposed.With respect to anyone who is engaged in feeding aquatic fingerlings without
being examined, determined and approved, he shall be ordered to cease the operation immediately, the illegal proceeds shall be confiscated,
and a fine of not more than 50,000 yuan may also be imposed.

Article 45

With respect to anyone who is engaged in fishing activities in an preservation area for germ plasm resources of aquatic products without
permission, he shall be ordered to cease fishing immediately, the fishing gains and fishing facilities shall be confiscated, and
a fine of not more than 10,000 yuan may also be imposed.

Article 46

Where a foreigner or a foreign fishing vessel violates the provisions in this Law by entering the jurisdictional water areas of the
People’s Republic of China to be engaged in fishery production or activities for investigation of fishery resources, he/it shall
be ordered to leave or be banished, the fishing gains and fishing facilities may be confiscated, and a fine of not more than 500,000
yuan may also be imposed; if the case is serious, the fishing vessel may be confiscated; if such acts commit a crime, criminal liabilities
shall be prosecuted pursuant to the law.

Article 47

With respect to anyone who destroys the ecological environment of fishery water areas or causes any fishery pollution accident, his
legal liabilities shall be prosecuted pursuant to the provisions in the Law of the People’s Republic of China on the Protection of
Sea Environment and the Law of the People’s Republic of China on the Prevention and Cure of Water Pollution.

Article 48

The administrative penalties stipulated in this Law shall be decided by the department in charge of fishery administration of the
people’s government at the county level or above as well as its institutions for the supervision and administration of fishery, unless
that this Law has already stipulated the penalty authority.

Where, in the execution of law on the sea, there are clear facts and sufficient evidence for the acts of fishing by violating the
provisions on banned fishing areas or banned fishing periods or by using banned fishing facilities, fishing methods, and the acts
of fishing without obtaining the fishing license, but the administrative penalty decision cannot be made or enforced in presence
in conformity with legal procedures, the fishing license, fishing facilities or fishing vessel may be temporarily distrained in advance,
and the administrative penalty decision shall be made and enforced in the harbor pursuant to the law.

Article 49

Where the department in charge of fishery administration and its institutions for the supervision over and administration of fishery
as well as their staff violate the provisions in this Law in checking and issuing licenses, distributing fishing quota or in the
activities of fishery production and operation, or conduct other acts of neglecting their duty and not performing the legal obligations,
abusing the administrative power, practicing fraudulence for personal interests, they shall be subject to administrative sanctions
pursuant to the law; if such acts commit a crime, criminal liabilities shall be prosecuted pursuant to the law.

Chapter VI Supplementary Provisions

Article 50

This Law shall be implemented as of July 1st, 1986.



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

 







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

Standing Committee of the National People’s Congress

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

No. 21

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

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

August 28th, 2004

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

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

1.

Article 28 shall be amended as “Where a stock is issued at a premium, the issuing price shall be determined by the issuer and the
underwriting securities company through negotiation.”

2.

Article 50 shall be amended as “Where a company applies for listing its bonds, it shall be subject to approval in accordance with
legal conditions and legal procedures.”

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

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



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

 







MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES






the China Securities Regulatory Commission

Order of the China Securities Regulatory Commission

No. 22

The Measures for the Administration of Securities Investment Fund Management Companies, deliberated and adopted at the 98th office
meeting of the chairman of the China Securities Regulatory Commission on June 29, 2004, and approved by the State Council on August
12, 2004, are hereby promulgated, and shall go into effect as of October 1, 2004. The Rules on the Establishment of Foreign-shared
Fund Management Companies by Order No. 9 of the China Securities Regulatory Commission shall be abolished simultaneously.

Upon the approval of the State Council on August 12, 2004, the Interim Measures for the Administration of Securities Investment Funds
as promulgated by the Securities Commission of the State Council on November 14, 1997 upon the approval of the State Council on November
5, 1997 shall be abolished simultaneously.

Chairman of the China Securities Regulatory Commission Shang Fulin

September 16, 2004

Measures for the Administration of Securities Investment Fund Management Companies

Chapter I General Provisions

Article 1

In order to strengthen supervision over and administration of securities investment fund management companies, to regulate acts of
securities investment fund management companies, and to protect the lawful rights and interests of the fund shareholders and the
relevant parties concerned, the present Measures are formulated in accordance with the Securities Investment Fund Law, Company Law
and other relevant laws and administrative regulationsshareholders.

Article 2

The “securities investment fund management company” (hereinafter referred to as the fund management company) as mentioned in the present
Measures shall refer to the legal person of enterprise, which is established within the territory of the People’s Republic of China
upon the approval of China Securities Regulatory Commission (hereinafter referred to as the CSRC) and undertakes securities investment
fund management business.

Article 3

A fund management company shall abide by laws, administrative regulations and the provisions of the CSRC, scrupulously abide by good
faith, be cautious and diligent, and loyally fulfill its responsibilities to manage and use fund property in the interest of fund
shareholders.

Article 4

The CSRC and its branch organs shall conduct supervision over and administration on fund management companies and their business activities
in accordance with the Securities Investment Fund Law, Company Law and other laws, administrative regulations and the provisions
of the CSRC, as well as in light of the principle of prudent supervision.

Article 5

The fund industry association shall make self-disciplinary regulation on fund management companies and their business activities according
to laws, administrative regulations, provisions of the CSRC and the self-disciplinary rules.

Chapter II Establishment of Fund Management Companies

Article 6

The following requirements shall be fulfilled for the establishment of a fund management company:

1.

The shareholders shall meet the requirements of the Securities Investment Fund Law and the provisions of the present Measures;

2.

Having articles of association complying with the Securities Investment Fund Law, Company Law and the provisions of the CSRC;

3.

The registered capital shall be no less than RMB a hundred million Yuan, and the shareholders shall pay the capital contribution in
full in currency, and the overseas shareholders shall make capital contribution in freely convertible currency;

4.

Having senior management personnel to be appointed who comply with laws, administrative regulations and the provisions of the CSRC
and personnel to be appointed who undertake such businesses as research, investment, appraisal and marketing, etc., and the senior
management personnel and business personnel are no less than 15 persons and shall have obtained the qualification for fund practice;

5.

Having a business ground of office, safety and prevention facilities meeting the requirements and other facilities relating to the
business;

6.

Having established organizations and work posts with reasonable division of work and well-defined duties;

7.

Having such internal monitoring systems as supervision and audit and risk control, which meet the provisions of the CSRC; and

8.

Other conditions as prescribed by the CSRC upon the approval of the State Council.

Article 7

The principal shareholders of a fund management company shall refer to those shareholders whose proportion of capital contribution
accounts for the most of the registered capital of the fund management company (hereinafter referred to as the proportion of capital
contribution), and is no less than 25% of the registered capital.

The principal shareholders shall meet the following conditions:

1.

Undertaking securities management, securities investment consulting, trust capital management or other financial capital management;

2.

The registered capital shall be no less than RMB 3 hundred million Yuan;

3.

Having better business performance, and the quality of the assets is in good condition;

4.

Managing continuously for three more complete fiscal years, and the corporate governance is sound with perfect internal monitoring
systems;

5.

Having no records of administrative punishment or criminal punishment due to acts in violation of law and regulations in the past
3 years;

6.

Having no acts of misappropriating customers’ capitals and other acts impairing customers’ interests;

7.

Not being under investigation by the regulatory institution due to acts in violation of laws and regulations or not being in rectification
period; and

8.

Having good public credit standing, having no bad records in the administrative departments of taxation and industry and commerce,
and such institutions as finance supervision, self-disciplinary management and commercial banks, etc..

Article 8

For other shareholders of a fund management company other than the principal shareholders, their registered capital and net assets
shall be no less than RMB one hundred million Yuan, the quality of the assets shall be in good condition, and they shall meet the
conditions as prescribed in Item (4) through (8) of paragraph 2 of Article 7 of the present Measures in addition.

Article 9

In a Sino-foreign joint venture fund management company, the domestic shareholder who makes the highest proportion of capital contribution
shall meet the conditions for principal shareholders as prescribed in paragraph 2, Article 7 of the present Measures. Other domestic
shareholders shall meet the conditions as prescribed in Article 8 of the present Measures.

The overseas shareholder in a Sino-foreign joint venture fund management company shall meet the following conditions:

1.

Being a financial institution that is established according to the law of the country or district where it is located, existing lawfully
and continuously, and having financial assets management experiences, steady and sound finance, good credit, and not having been
punished by any regulatory institution or judicial organ in the past three years;

2.

The country or district where it is located in has perfect securities laws and regulatory systems, and the securities regulatory institution
there has signed understanding memorandum on securities regulatory cooperation with the CSRC or other institutions authorized by
the CSRC, and has been keeping effective regulatory cooperation relationship;

3.

The paid-up capital is no less than the amount in freely convertible currency equal to RMB 300 million Yuan; and

4.

Other conditions as prescribed by the CSRC upon the approval of the State Council.

The preceding provisions shall be applied to the investment institutions in Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan district by analogy.

Article 10

The proportion of capital contribution paid by shareholders of a fund management company shall comply with the provisions of the CSRC.

A shareholder of a fund management company may not hold shares of other shareholders or possess other shareholders’ equity . No one
may be the same actual controller with any other shareholder or have other affiliated relation.

The proportion of capital contribution of or proportion of equity owned by the foreign party of a Sino-foreign joint venture fund
management company may not exceed those in the commitment made by the state securities industry for opening to the outside world
accumulatively (including those held directly and indirectly).

Article 11

The number of one institution shared or multi-institution shared fund management companies controlled by the same one actual controller
may not exceed two, of which the number of share holding fund management companies may not exceed one.

Article 12

When applying for establishing a fund management company, an applicant shall submit materials of application for the establishment
in accordance with the provisions of the CSRC.

The principal shareholders shall organize and coordinate the relevant matters concerning the establishment of a fund management company,
and shall assume the main responsibility for the authenticity and integrity of the application materials.

Article 13

In the case of any major change in the matters involved in the application materials during the application, , the applicant shall
submit updated materials to the CSRC within 5 working days from the date of occurrence of such change. If there is any alteration
in shareholders, the application materials shall be submitted once again.

Article 14

The CSRC shall accept the application for the establishment of a fund management company in accordance with the Administrative License
Law and the provisions of paragraph 1, Article 14 of the Securities Investment Fund Law, and make examination and decision.

Article 15

The CSRC may take the following ways to conduct examination on the application for the establishment of a fund management company:

1.

Asking the relevant institutions and departments for opinions on such aspects as shareholders’ conditions;

2.

Conducting examination on the contents of the application documents by means of expert’s appraisal and checking, etc.; or

3.

Making on-site inspection on the preparation for the establishment of the fund management company within 5 months from the date of
acceptance.

Article 16

Where the establishment of a fund management company has been approved by the CSRC, the applicant shall go through formalities for
registration within 30 days from the date when the document of approval is received, and it shall obtain from the CSRC the Certificate
of Qualification for Fund Management upon the strength of the Business License of Enterprise Legal Person issued by the administrative
department for industry and commerce.

A Sino-foreign joint venture fund management company shall also apply for the Certificate of Approval for Foreign Investment Enterprises
and open a foreign exchange capital account in accordance with the provisions of laws and administrative regulations.

A fund management company shall make a public notice on its establishment in the newspapers and periodicals designated by the CSRC
within 10 days from the date when it has gone through the formalities for industrial and commercial registration.

Chapter III Alteration and Dissolution of Fund Management Companies

Article 17

In case of altering the following major matters concerned, a fund management company shall report to the CSRC for approval:

1.

Alteration of any shareholder, registered capital or proportion of capital contribution of shareholders;

2.

Alteration of the name and domicile;

3.

Amendment to articles of association; and

4.

Other major matters prescribed by the CSRC.

Article 18

After any fund management company alters any shareholder, registered capital, proportion of capital contribution of shareholders,
the provisions of Chapter II of the present Measures shall be complied with for shareholder’s conditions, proportion of capital contribution
of shareholders, amount and registered capital of shareholder shared fund management companies.

Article 19

When disposing his/its capital contribution, a shareholder of a fund management company shall observe the following provisions:

1.

The shareholder shall be honest and in good faith when transferring capital contribution, and shall stick to the commitment he/it
made in subscribing or assigning capital contribution, and may not damage the legal rights and interests of fund shareholders;

2.

When transferring capital, the shareholder shall abide by the provisions of the Company Law on the preemptive rights enjoyed by other
shareholders, and may not do harm to the legal rights and interests of other shareholders by taking such improper measures as making
a false report on the transfer price, etc.;

3.

The shareholder and the transferee shall clarify the relevant matters concerned in the transfer period, so as to ensure that it will
not damage the legal rights and interests of the fund management company and fund shareholders. No shareholder may dispose his/its
capital contribution by such ways as share right custody, trust contract or secret agreement, etc.;

4.

If the matters concerning the alteration of shareholders are not approved by the CSRC or the relevant legal formalities have not been
gone through, the transferor shall continue to fulfill shareholder’s duties, and assume the corresponding responsibilities, and the
transferee may not exercise shareholder’s rights in any form; or

5.

Other provisions as prescribed by laws, administrative regulations and the articles of associations of the company.

Article 20

A shareholder must pay capital in currency in full for the registered capital increased by a fund management company.

Article 21

In case of any alteration of major matters, a fund management company shall submit an alteration application in accordance with the
provisions of the CSRC within 15 days from the date when the board of directors or the shareholders’ meeting adopts such a resolution.
If the alteration involves the transfer of capital contribution of any shareholder, and the fund management company fails to submit
an application as required, the relevant shareholder may submit an application directly.

Article 22

The CSRC shall accept the application of any fund management company for alteration of major matters in accordance with the Administrative
License Law and the provisions of paragraph 2, Article 14 of the Securities Investment Fund Law, and make examination and decision.

Article 23

The CSRC may conduct examination on the application of a fund management company for alteration of major matters concerned by such
ways of inviting the relevant personnel to talk, expert’s appraisal and checking, etc.

For the alteration of the principal shareholders of a fund management company, alteration of the shareholders whose aggregate proportion
of capital contribution exceeds 50%, or alteration of shareholders who have nominated the most directors, the CSRC shall conduct
examination with reference to the provisions of the present Measures for the establishment of a fund management company.

Article 24

In case the alteration of major matters of a fund management company concerns the industrial and commercial registration, a fund management
company shall go through the formalities for the alteration of registration at governmental the administrative department for industry
and commerce within 30 days from the date of receiving the document of approval.

If a fund management company is changed into a Sino-foreign joint venture fund management company, it shall also apply for the Certificate
of Approval for Foreign Investment Enterprises in accordance with the relevant provisions and open a foreign exchange capital account.

Article 25

In respect to the handling of the election and changing of senior management personnel of a fund management company to another post,
the laws, administrative regulations and the provisions of the CSRC shall be abided by.

Article 26

In case the alteration of major matters of a fund management company involve the alteration of the contents of Certificate of Qualification
for Fund Management, the fund management company shall obtain a new Certificate of Qualification for Fund Management with the original
one at the CSRC.

Article 27

A fund management company shall make a public notice on the alteration of major matters in accordance with laws, administrative regulations
and the provisions of the CSRC.

Article 28

A fund management company may not be dissolved until the CSRC has cancelled its fund management qualification.

The dissolution of a fund management company shall be handled in accordance with the Company Law and other laws and administrative
regulations.

Chapter IV Establishment, Alteration and Revocation of the Branches of a Fund Management Company

Article 29

A fund management company may set up a branch company or other forms of branch institutions as prescribed by the CSRC.

A branch of a fund management company may undertake the development of the range of funds, fund sale, and other business activities
authorized by the company.

Article 30

A fund management company shall meet the following conditions for the establishment of branches:

1.

The corporate governance is sound with perfect internal monitoring system, stable business management, and strong capacity for continuous
management;

2.

The company has not been imposed on administrative punishments or criminal penalties for acts in violation of laws and regulations
in the past year;

3.

The company is not under investigation by the regulatory institutions due to acts in violation of laws and regulations, or not in
the rectification period;

4.

The branches to be established have qualified name, offices, business personnel, safety and prevention facilities and other facilities
relating to the business;

5.

The branches to be established have clear functions and perfect management system; and

6.

Other conditions as prescribed by the CSRC.

Article 31

A fund management company shall submit application materials in accordance with the provisions of the CSRC for the establishment of
branches within 15 days from the date when the board of directors or the shareholders’ meeting adopt the resolution.

Article 32

The CSRC shall accept the application of a fund management company for the establishment of branches in accordance with the Administrative
License Law and the provisions of paragraph 2, Article 14 of the Securities Investment Fund Law, and make examination and decision.

The CSRC may conduct on-site inspection on the branches to be established.

Article 33

In case a fund management company alters or revokes branches, it shall report to the CSRC and the branch organ of the CSRC at its
locality within 30 days from the receipt of the document of approval.

Article 34

A fund management company shall go through registration formalities for the establishment of branches with the administrative department
for industry and commerce within 30 days from the receipt of the document of approval.

A fund management company shall go through the relevant formalities for alteration or revocation of branches with the administrative
department for industry and commerce according to the relevant provisions.

Article 35

A fund management company shall make a public notice on matters concerning the establishment, alteration or revocation of branches
in accordance with laws, administrative regulations and the provisions of the CSRC.

Chapter V Governance and Management of Fund Management Companies

Article 36

A fund management company shall establish a governance structure with sound organizational framework, clear division of functions,
effective check and balance and supervision, reasonable stimulation and restriction in accordance with the Company Law and other
laws, administrative regulations and the provisions of the CSRC, so as to keep the company running sound, and maintain the interests
of the fund shareholders.

Article 37

Shareholders of a fund management company shall fulfill legal obligations, and may not take up capital contribution in a false way,
withdraw or withdraw in disguised form the capital contributed.

Article 38

A fund management company shall define the scope of functions and rules of procedures of the shareholders’ meeting.

A fund management company shall establish business separation system with shareholders. A shareholder shall exercise power through
shareholders’ meeting in accordance with law, and may not exceed shareholders’ meeting and the board of directors to directly intervene
with the business management of the fund management company or the investment operation of fund property, nor may he require the
fund management company to cooperate with him in such business activities as securities underwriting and securities investment, etc.,
which impair the legal rights and interests of fund shareholders and other parties concerned.

Article 39

A fund management company shall, when its principal shareholders are unable to operate normally, call together other shareholders
and parties concerned to handle the relevant matters properly in light of the principle of being beneficial to protect the interests
of fund shareholders.

Article 40

A fund management company shall define the scope of functions and rules of procedure of the board of directors. The board of directors
shall formulate the basic systems of the company in accordance with the provisions of laws, administrative regulations and articles
of association of the company, and make decision on the relevant major matters, supervise and give rewards and punishments to the
business management personnel.

The board of directors and the chairman of the board may not exceed their authority to interfere in the concrete business activities
of the management personnel by.

Article 41

A fund management company shall establish and improve independent director system, the number of independent directors may not be
less than 3 persons, and may not be less than one third of that of the board of directors.

When the board of directors discusses the following matters concerned, they shall be passed by more than two thirds of the independent
directors:

1.

Major connected transaction of the company and in fund investment operation;

2.

Auditing affairs of the company and the fund, hiring or changing of accounting firms;

3.

Half-year report and annual report of the fund under the management of the company; and

4.

Other matters prescribed by laws, administrative regulations and articles of association of the company.

Article 42

A fund management company shall establish and improve supervisor system. The supervisor shall be hired by the board of directors and
shall be accountable to the board of directors, and conduct supervision over and audit on the legality and compliance of business
operation of the company.

When the supervisor finds out that there exists great risk in the company or any act of the company in violation of laws and regulations,
he shall notify the general manager and other relevant senior management personnel, and report to the board of directors, the CSRC
and the branch organ of the CSRC at its locality.

Article 43

A fund management company shall strengthen the role of the supervisory board or executing supervisor for their supervision over the
finance of the company and the performance of duties by the board of directors, so as to maintain the lawful rights and interests
of shareholders.

Article 44

The general manager of a fund management company shall be responsible for the business management of the company. The senior management
personnel and other staff members of a fund management company shall fulfill duties faithfully and diligently, and may not seek improper
interests for any shareholder, themselves or others.

Article 45

A fund management company shall establish an internal monitoring system, which is scientific and reasonable, strictly controlled and
operated with high efficiency in accordance with the provisions of the CSRC, establish a scientific and perfect internal monitoring
system, keep the business operation lawful and compliant, and keep the internal monitoring sound and effective.

Article 46

A fund management company shall establish and perfect an investment management system , which consists of such links as authorization,
research, decision-making, execution and appraisal, and deal fairly with the different fund properties and clients’ assets under
its management.

Article 47

A fund management company shall establish perfect fund financial business accounting and fund asset appraisal systems, strictly observe
the relevant provisions of the state, and reflect the status of fund property timely, accurately and completely.

Article 48

A fund management company shall establish and maintain an information management system, implement strict information management to
ensure the safety, truthfulness and integrity of clients’ materials and other information.

Article 49

A fund management company shall establish and perfect customs service standards, strengthen sales management, regulate fund publicity
and introduction, and may not have unjustifiable sales acts and unfair practices in competition.

Article 50

A fund management company may increase registered capital accordingly in light of the principle of prudent management and upon the
need of business development.

A fund management company shall draw risk reserves as required.

Article 51

A fund management company shall manage and use its own capital in accordance with the provisions of the CSRC.

When managing or using its own capital, a fund management company shall keep the company operate normally and may not damage the lawful
rights and interests of the fund shareholders.

Article 52

A fund management company shall establish effective management system and strengthen management on its branches. The branches may
not undertake business operations in such ways of contracting, leasing, custody and cooperation.

A fund management company may establish offices, but the offices may not undertake profit-making activities.

Article 53

A fund management company shall establish emergency preparedness system in accordance with the preparedness plan to properly handle
emergencies that may have great influence on the interests of fund shareholders, or may result in systematic risk, and seriously
affect the social stability.

Chapter VI Supervision and Administration

Article 54

Where any fund management company or any shareholder of a fund company disguises the relevant conditions or provides false materials
when applying for approval of relevant matters, the CSRC shall not accept the application. Even if the application has been accepted,
it shall not be approved.

Article 55

The CSRC shall conduct off-site inspections and on-site inspections on the corporate governance, internal monitoring, business operation,
risk status, and the relevant business activities of any fund management company in accordance with the provisions of laws, administrative
regulations and the provisions of the CSRC and in light of the principle of prudent supervision.

Article 56

The off-site inspection shall mainly be carried out in such ways of checking and approving the materials submitted by a fund management
company.

A fund management company shall submit the following materials to the CSRC and the branch organ of the CSRC at its locality:

1.

Annual report of a fund management company audited by the accountant firm that is qualified for undertaking securities related business;

2.

Annual appraisal report on the internal monitoring of a fund management company issued by the accountant firm that is qualified for
undertaking securities related business;

3.

Quarterly report and annual report of supervisions and audit; and

4.

Other materials to be submitted as required by the CSRC in light of the principle of prudent supervision.

Article 57

A fund management company shall submit annual report and annual appraisal report of the fund management company within 3 months after
the end of each year; and submit quarterly supervision and audit report within 15 days after the end of each quarter, and submit
annual supervision and audit report within 30 days after the end of each year.

Article 58

If any of the following circumstances occurs with respect to a fund management company, it shall report to the CSRC and the branch
organ of the CSRC at its locality within 5 days from the date of the occurrence:

1.

The capital contribution of the shareholders of the company is under the preservation in litigation or other measures taken by the
judicial organ;

2.

The shareholders of the company dispose its capital contribution;

3.

The shareholders of the company are under a merger, division or make major reorganization of assets and liabilities;

4.

The shareholders of the company are put on record by and under the investigation of the regulatory institutions or judicial organ;

5.

The shareholders enter into liquidation procedures or are taken over;

6.

The company and its directors, senior management personnel, fund managers are imposed on criminal or administrative penalties;

7.

The company and its directors, senior management personnel, fund managers are under the investigation of regulatory institution or
judicial organ;

8.

There are major changes in the financial situation of the company; or

9.

Other matters that have a great influence on the management of the company.

In case of the occurrence of any of the emergencies as prescribed in Article 53 of the present Measures, a fund management company
shall report immediately to the CSRC and the branch organ of the CSRC at its locality.

When a fund management company establishes, alters or revokes offices, it shall report to the CSRC and the branch organ of the CSRC
at its locality within 15 days from the date of such establishment, alteration or revocation.

Article 59

Where the competent authority at the regis

ANNOUNCEMENT OF NATIONAL DEVELOPMENT AND REFORM COMMITTEE OF PEOPLE’S REPUBLIC OF CHINA

National Development and Reform Committee

Announcement of National Development and Reform Committee of People’s Republic of China

[2004] No. 58

The Quantity, the Application Conditions and the Principle of the Distribution of the Import Tariff Quotas of Grain and Cotton of
2005 is formulated in accordance with the Interim Measures for Administration of Tariff Quota of Import of Agricultural Products
and is hereby announced.

Attachment: The Quantity, the Application Conditions and the Principle of the Distribution of the Import Tariff Quotas of Grain and
Cotton of 2005

National Development and Reform Committee

September 30, 2004 Attachment:The Quantity, the Application Conditions and the Principle of the Distribution of the Import Tariff Quotas of Grain and Cotton of
2005

In accordance with the Interim Measures for the Administration of the Import Tariff Quotas of Agricultural Products (Decree No.4 of
the Ministry of Commerce and the National Development and Reform Commission of 2003), issues concerning the quantity, the application
conditions and the principle of the distribution of the import tariff quotas of grain and cotton of 2005 are now announced as the
following:

I.

The quantity of the import tariff quotas of grain and cotton of 2005 is: 9,636,000 tons of wheat, of which the state-run trade reaches
90%; 7,200,000 tons of corn, of which the state-run trade reaches 60%; 5,320,000 tons of rice (among which: 2,660,000 tons of long-grain
rice, 2,660,000 tons of medium-and-short-grain rice), of which the state-run trade reaches 50%; 894,000 tons of cotton, of which
the state-run trade reaches 33%.

II.

Any enterprise that imports the aforesaid agricultural products in such trade forms as general trade, processing trade, barter trade,
frontier small trade, assistance, donation, shall apply for the import tariff quotas of agricultural products, and handle the formalities
of Customs clearance by the certificate of the import tariff quotas of agricultural products. The products entering bonded warehouses,
bonded areas and export-oriented processing areas from abroad, shall be exempted from applying for the certificate of the import
tariff quotas of agricultural products.

III.

The fundamental conditions of the applicant who applies for the import tariff quotas of agricultural products are: Having registered
with the administration for industry and commerce of the state (a copy of the business license of the enterprise as a legal person
is required); Having good financial situation and tax payment record (it is necessary to provide relevant materials of 2003 and 2004);
Having no violation record in the field of the customs, industry and commerce, taxation, as well as inspections and quarantines from
2002 to 2004; Having passed the annual examination of enterprises of 2003; Committing no violation of the Interim Measures for the
Administration of the Import Tariff Quota of Agricultural Products.

On the premise of the above-mentioned conditions, the applicant of import tariff quotas shall also conform to one of the following
conditions:

1.

Wheat

(1)

State-run trade enterprise

(2)

Enterprise directly under the Central Government that has the function of national reserves;

(3)

Enterprise with actual achievements in import in 2004;

(4)

Manufacturing enterprise processing more than 400 tons of wheat every day;

(5)

Enterprise which is engaged in processing trade in which wheat is taken as raw materials, and which has no actual achievements in
import in 2004, but is enpost_titled to operate the import and export business and has obtained the certificate of the productive capacity
of processing trade issued by the local competent department of foreign trade and economic cooperation.

2.

Corn

(1)

State-run trade enterprise;

(2)

Enterprise directly under the Central Government that has the function of national reserves;

(3)

Enterprise with actual achievements in import in 2004;

(4)

Mixed fodder manufacturing enterprise that takes corn as raw materials and has an annual demand of more than 50,000 tons of corn;

(5)

Other manufacturing enterprise that takes corn as raw materials and has an annual demand of more than 100,000 tons of corn;

(6)

Enterprise which is engaged in processing trade in which wheat is taken as raw materials, and which has no actual achievements in
import in 2004, but is enpost_titled to operate in the import and export business and has obtained the certificate of the productive capacity
of processing trade issued by the local competent department of foreign trade and economic cooperation.

3.

Paddy and rice (respective application for long-grain rice and medium-and-short-grain rice is required)

(1)

State-run trade enterprise;

(2)

Enterprise directly under the Central Government that has the function of national reserves;

(3)

Enterprise with actual achievements in import in 2004;

(4)

Enterprise which has grain wholesale and retail qualifications and whose annual sale amount is more than 100 million RMB;

(5)

Trade enterprise whose annual amount of import and export grain is more than 25 million US dollars;

(6)

Enterprise which is engaged in processing trade in which paddy and rice are taken as raw materials, and which has no actual achievements
in import in 2004, but is enpost_titled to operate in the import and export business and has obtained the certificate of the productive
capacity of processing trade issued by the local competent department of foreign trade and economic cooperation.

4.

Cotton

(1)

State-run trade enterprise;

(2)

Enterprise with actual achievements in import in 2004

(3)

Cotton and textile enterprise with more than 50,000 ingots of weaving equipments;

IV.

The import tariff quotas of the above-mentioned agricultural products will be distributed in accordance with the applicant’s application
quantities, historic actual achievements in import, productive capacity, and other relevant commercial standards.

1.

If the quantity of the import tariff quotas may satisfy the overall application quantity of the eligible applicants, the quantity
of the import tariff quotas shall be distributed according to the applicant’s application quantity.

2.

If the quantity of the import tariff quotas can not satisfy the overall application quantity of the eligible applicants, the applicants
with actual achievements in import may have priority in obtaining quotas, while the applicants without actual achievements in import,
mainly based on their processing capacity or operation quantity, shall be distributed the import tariff quotas in proportion. If
the application quantity is less than the quantity distributed in proportion, the distribution shall accord with the application
quantity.

V.

The applying date of the import tariff quotas of grain and cotton of 2005 shall be from October 15, 2004 to October 30. The applicants
may obtain the application form of the import tariff quotas of agricultural products (See the attachment) from the institution entrusted
by the National Development and Reform Commission or download it in the website of the National Development and Reform Commission
(https://www.ndrc.gov.cn), and fill it in truthfully.

VI.

The institution entrusted by the National Development and Reform Commission shall be responsible for accepting enterprises’ applications
within its territory, and submit the applications that conform to the publicly announced conditions to the National Development and
Reform Commission before December 30, 2004. At the same time, a copy of aforesaid application shall be submitted to the Ministry
of Commerce.

VII.

The National Development and Reform Commission shall distribute the import tariff quotas of agricultural products to the final users
via the entrusted institutions before December 1, 2005.

Annex: the Application Form of the Import Tariff Quotas of Agricultural Products(omitted)

 
National Development and Reform Committee
2004-09-30

 




STATE TAXATION ADMINISTRATION CIRCULAR ABOUT IMPOSING CIRCULATION TAX ON PARTIAL INCOME OF COMMERCIAL ENTERPRISES FROM SUPPLIERS

State Administration of Taxation

State Taxation Administration Circular about Imposing Circulation Tax on Partial Income of Commercial Enterprises from Suppliers

GuoShuiFa [2004] No. 136

Taxation bureaus and local taxation offices in all provinces, autonomous regions, municipalities, separately listed cities:

In accordance with reports of some regions, the present policies on imposing circulation tax on partial income of commercial enterprises
from supplies lack of coherence, which causes implementation imbalance in different regions. After deep study, further regulations
are now announced as follows:

I.

Value-added tax and sales tax shall be imposed on partial income of commercial enterprises from suppliers in accordance with the following
principles:

(1)

In case commercial enterprises gain from suppliers by providing labor service, which have not positive connections with sale volume
and saleroom, such as expenses for entering the markets, expenses of advertising and sales promotion, costs of boarding, costs of
exhibition and costs of management, these kinds of incomes don’t fall within return profits, value-added tax will not be reduced,
and tax will be imposed in accordance with tax rate of sales tax.

(2)

For incomes of the commercial enterprises that have positive connection with volume and saleroom (for example, return profits according
to a certain percentage, sale volume and saleroom), value-added tax will be reduced according to related regulations of return profits
and sales tax shall not be imposed.

II.

Specific invoice of value-added tax shall not be supplied for the incomes of the commercial enterprises from suppliers.

III.

Formula for tax that shall be reduced is adjusted as follows:

Tax that shall be reduced = return profits/(1+value-added tax rate)* value-added tax rate.

IV.

This circular shall take effect as of July 1, 2004. Taxations already imposed before this circular will not be adjusted. Average taxpayers
of other value-added taxes shall follow this circular to take return profit from suppliers.

It is hereby notified.

State Taxation Administration

Oct 13, 2004



 
State Administration of Taxation
2004-10-13

 







CONSTITUTION ACT, 1982 – page 22

NOTES (1) The enacting clause was repealed by the Statute Law Revision Act, 1893, 56-57 Vict., c. 14 (U.K.). It read as...