THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

The Constitution of the People’s Republic of China

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

Contents
Preamble

Chapter I General Principle

Chapter II The Fundmental Rights and Duties of Citizens

Chapter III The Structure of the State

Section 1 The National people’s Congress

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

Section 3 The State Council

Section 4 The Central Millitary Commision

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 1

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

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

Article 2

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

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

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

Article 3

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

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

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

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

Article 4

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

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

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

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

Article 5

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

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

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

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

Article 6

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

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

Article 7

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

Article 8

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

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

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

Article 9

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

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

Article 10

Land in the cities is owned by the state.

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

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

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

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

Article 11

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

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

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

Article 12

Socialist public property is inviolable.

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

Article 13

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

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

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

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

Article 14

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

The state practises strict economy and combats waste.

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

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

Article 15

The state practises socialist market economy.

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

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

Article 16

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

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

Article 17

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

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

Article 18

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

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

Article 19

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

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

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

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

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

Article 20

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

Article 21

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

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

Article 22

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

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

Article 23

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

Article 24

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

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

Article 25

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

Article 26

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

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

Article 27

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

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

Article 28

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

Article 29

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

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

Article 30

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

(1)

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

(2)

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

(3)

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

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

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

Article 31

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

Article 32

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

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

Chapter II The Fundmental Rights and Duties of Citizens

Article 33

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

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

The state respects and protects human rights.

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

Article 34

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

Article 35

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

Article 36

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

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

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

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

Article 37

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

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

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

Article 38

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

Article 39

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

Article 40

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

Article 41

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

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

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

Article 42

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

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

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

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

Article 43

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

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

Article 44

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

Article 45

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

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

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

Article 46

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

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

Article 47

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

Article 48

Women in the People’s Republic of China enjoy equal

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

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

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

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

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

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

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement.

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

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

The term “investor” means.

(a)

In respect of the Republic of Latvia;

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

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

(b)

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

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

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

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

Article 2

PROMOTION AND PROTECTION OF INVESTMENT

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

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

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

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

Article 3

TREATMENT OF INVESTMENT

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

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

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

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

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

(a)

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

(b)

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

(c)

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

Article 4

EXPROPRIATION

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

(a)

for the public interests;

(b)

under domestic legal procedure;

(c)

without discrimination;

(d)

against compensation

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

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

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

Article 6

TRANSFERS

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

(a)

profits, dividends, interests and other legitimate income;

(b)

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

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

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

(e)

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

(f)

payments in connection with contracting projects

(g)

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

Such transfers shall be affected without delay.

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

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

Article 7

SUBROGATION

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

(a)

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

(b)

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

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

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

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

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

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

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

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

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

Article 9

SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRACTING PARTY

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

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

(a)

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

(b)

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

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

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

Article 10

TRANSPARENCY

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

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

Article 11

OTHER OBLIGATIONS

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

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

Article 12

APPLICATION

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

Article 13

CONSULTATIONS

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

(a)

reviewing the implementation of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

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

Article 14

ENTRY INTO FORCE, DURATION AND TERMINATION

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

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

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

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

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

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

For the Government ofFor the Government of

The People’s Republic of China The Republic of Latvia

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

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

Ad Article 1

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

Ad Article 9

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

For the Government ofFor the Government of

The People’s Republic of ChinaThe Republic of Latvia

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

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

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

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

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

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

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

Have agreed as follows:

Article 1

Definitions

For the purpose of this Agreement:

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

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

The term “investor” means

(a)

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

(b)

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

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

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

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

-for Uganda, the Republic of Uganda.

Article 2

Promotion and protection of investments

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

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

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

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

Article 3

Treatment of Investment

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

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

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

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

Article 4

Expropriation

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

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

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

Article 5

Indemnification

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

Article 6

Subrogation

(a)

(b)

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

Article 7

Transfers

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

(a)

profits, dividends, interests and other legitimate income;

(b)

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

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

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

(e)

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

(f)

payments in connection with contracting projects;

(g)

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

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

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

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

Article 8

Settlement of disputes between an investor and a Contracting Party

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

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

(a)

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

(b)

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

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

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

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

Article 9

Settlement of disputes between Contracting Parties

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

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

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

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

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

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

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

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

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

Article 10

Other obligations

Article 11

Special Agreements

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

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

Article 12

Application

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

Article 13

Governing law

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

Article 14

Consultations

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

(a)

reviewing the implementation of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

Article 15

Amendments

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

Article 16

Entry into force and duration

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

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

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

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

For the Government of theFor the Government of the

People’s Republic of ChinaRepublic of Uganda

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

MEASURES FOR THE ADMINISTRATION OF ENTERPRISE GROUP FINANCE COMPANIES

e02417

China Banking Regulatory Commission

Order of China Banking Regulatory Commission

No. 5

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

Liu Mingkang, the Chairman of China Banking Regulatory Commission

July 27, 2004

Measures for the Administration of Enterprise Group Finance Companies

Chapter I General Provisions

Article 1

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

Article 2

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

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

Article 3

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

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

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

Article 4

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

Article 5

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

Chapter II Establishment and Modification of Institutions

Article 6

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

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

Article 7

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

(1)

According with the industrial policies of the state;

(2)

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

(3)

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

(4)

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

(5)

Its cash flow is stable and large;

(6)

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

(7)

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

(8)

Its parent company has core business; and

(9)

Its parent company has no inappropriate related party transactions.

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

Article 8

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

Article 9

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

Other conditions as provided for by China Banking Regulatory Commission.

Article 10

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

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

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

Article 11

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

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

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

Article 12

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

Article 13

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

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

Article 14

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

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

The feasibility study report, which shall contains:

(1)

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

(2)

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

(3)

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

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

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

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

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

Other documents as required by China Banking Regulatory Commission.

Article 15

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

(1)

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

(2)

Operation guidelines and plans of the finance company;

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

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

(9)

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

(10)

Other documents as required by China Banking Regulatory Commission

Article 16

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

Article 17

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

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

Article 18

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

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

Article 19

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

(1)

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

(2)

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

(3)

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

(4)

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

Article 20

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Other conditions as provided for by China Banking Regulatory Commission.

Article 21

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

Article 22

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

(1)

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

(2)

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

(3)

Relevant testimonials conforming to the provisions of Article 20 ;

(4)

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

(5)

Other documents as required by China Banking Regulatory Commission.

Article 23

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

Article 24

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

Article 25

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

Article 26

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

Article 27

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

(1)

Its name;

(2)

Its business scope;

(3)

Its registered capital;

(4)

Its shareholder(s) or equity structure;

(5)

Its articles of association;

(6)

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

(7)

Its business place; or

(8)

Other matters as prescribed by China Banking Regulatory Commission.

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

Chapter III Business Scope

Article 28

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

(1)

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

(2)

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

(3)

Providing approved insurance agency services;

(4)

Providing guarantee to its member entities;

(5)

Handling entrusted loans and entrusted investments between member entities;

(6)

Handling acceptance and discount of bills for member entities;

(7)

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

(8)

Absorbing deposits from its member entities;

(9)

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

(10)

Engaging in inter-bank borrowing; and

(11)

Other businesses as approved by China Banking Regulatory Commission.

Article 29

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

(1)

Issuing finance company bonds upon approval;

(2)

Underwriting enterprise bonds of the member entities;

(3)

Contributing share right investments to financial institutions;

(4)

Securities investment; and

(5)

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

Article 30

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

It has corresponding qualified professionals; and

(6)

Other conditions as prescribed by China Banking Regulatory Commission.

Article 31

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

Article 32

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

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

Article 33

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

Chapter IV Supervision, Administration and Risk Control

Article 34

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

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

Article 35

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

Article 36

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

Article 37

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

Article 38

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

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

Article 39

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

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

Article 40

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

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

Article 41

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

Article 42

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

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

Article 43

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

Article 44

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

Article 45

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

(1)

Entering a finance company for inspection;

(2)

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

(3)

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

(4)

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

Article 46

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

Article 47

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

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

National Development and Reform Commission, Ministry of Commerce

Announcement of National Development and Reform Commission and Ministry of Commerce

No. 50

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

National Development and Reform Commission

Ministry of Commerce

August 11th, 2004

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

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

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

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

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

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

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

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

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

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

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON AMENDING THE REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON ACADEMIC DEGREES

Standing Committee of the National People’s Congress

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

No. 27

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

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

August 28th, 2004

Decision of the Standing Committee of the National People’s Congress on Amending the Regulations of the People’s Republic of China
on Academic Degrees

The 11th Session of the Standing Committee of the Tenth National People’s Congress decides to make the following revision on the Regulations
of the People’s Republic of China on Academic Degrees:

Paragraph 2 of Article 9 shall be amended as: “A dissertation defense committee must include relevant experts from other entities,
and the committee members shall be selected and determined by the degree-conferring entity concerned. The name list of the members
of the academic degree evaluation committee shall be determined by the degree-conferring entity, and shall be reported to and put
on records at the relevant departments of the State Council and the Academic Degrees Committee of the State Council.”

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

The Regulations of the People’s Republic of China on Academic Degrees shall be re-promulgated after being amended in accordance with
the present Decision.

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

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE HIGHWAY 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. 19

The Decision of the Standing Committee of the National People’s Congress about Amending the Highway 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 Highway 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 Highway Law of the People’s Republic of China as follows:

The First Paragraph of Article 50 shall be amended as “The vehicles that exceed the limit of load, height, width or length of roads,
road bridges, road tunnels or auto ferries are not allowed to run on such roads, road bridges or in such road tunnel or use such
auto ferries. If it is actually necessary for a vehicle exceeding the load limit of a road or road bridge, it shall be subject to
approval of the competent transportation department of local people’s government at or above the county level and shall adopt effective
safety measures as required. If the goods carried by the vehicle exceed the prescribed limits and can’t be divided into pieces, the
vehicle should run at the specified time, along a specified route and at a specified speed and shall hang an obvious mark”

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

The Highway 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

REGULATION ON THE ADMINISTRATION OF TOLL ROADS

the State Council

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

No.417

The Regulation on the Administration of Toll Roads, which was adopted at the 61st executive meeting of the State Council on August
18, 2004, is hereby promulgated, and shall go into effect as of November 1, 2004.

Premier of the State Council Wen Jiabao

September 13, 2004

Regulation on the Administration of Toll Roads

Chapter I General Provisions

Article 1

In order to strengthen the administration on toll roads, to regulate the toll collection acts on toll roads, to maintain the lawful
rights and interests of the business operators and users of toll roads, and to promote the development of highway industry, the present
Regulation is formulated in accordance with the Highway Law of the People’s Republic of China (hereinafter referred to as the Highway
Law)

Article 2

The “toll roads” as mentioned in the present Regulation, shall refer to the roads (including bridges and tunnels), which comply with
the Highway Law and the provisions of the present Regulation, and in which vehicle tolls are collected according to law upon approval.

Article 3

The people’s governments at all levels shall take positive measures to support and promote the development of highway industry. The
highway development shall focus on non-toll roads, and properly develop toll roads.

Article 4

No vehicle tolls may be charged on the road that is constructed through government investment or donation of social organizations
or individuals.

Article 5

No entity or individual may establish any booth or checkpoint on roads to collect vehicle tolls in violation of the Highway Law and
the provisions of the present Regulation.

Article 6

Any entity or individual shall have the right to refuse to pay vehicle tolls charged by any one who illegally sets up toll booth or
checkpoint on highways.

For the acts as illegally establishing tollbooths or checkpoints on highways, illegally collecting or using vehicle tolls, illegally
transferring the rights and interests in toll roads or illegally extending the time limit for toll collection, etc., any entity or
individual shall be enpost_titled to report to the departments of traffic, price or finance, etc. The department receiving such report
shall investigate into and handle it timely according to the division of functions. If it does not have the right to investigate
into and handle it, it shall transfer it immediately to the department that has such right. The department accepting the case shall
investigate into and handle it within 10 days from receipt of such report or the materials transferred.

Article 7

Upon approval, the business operator of any toll road shall have the right to collect vehicle tolls on vehicles passing through the
toll road according to law.

Vehicle tolls shall be exempted for the vehicles of troops and armed police troops, the police wagons with uniform marks which are
used for handling traffic accident, executing ordinary patrolling tasks or dealing with emergencies on toll roads under the jurisdiction
of a public security organ, and the vehicles used for execution of emergency rescue and relief tasks with the approval by the competent
communications department of the State Council and the people’s government of the province, autonomous region, and municipality directly
under the Central Government.

Vehicle tolls shall be exempted for combine harvesters and transportation combine harvesters (including rice transplanter) operating
across regions. No combine harvester may pass through freeways.

Article 8

No entity or individual may illegally interfere in the business management of any toll road in any form, or seize or embezzle vehicle
tolls collected by any business operator of any toll road according to law.

Chapter II Construction of Toll Roads and Setup of Toll Booths

Article 9

The construction of any toll road shall conform to the highway development plan of the state and the province, autonomous region,
and municipality directly under the Central Government, and be in accordance with the technical level and scale of the toll road
as prescribed by the present Regulation.

Article 10

The vehicle tolls for the road constructed by the competent communications department of the people’s government at or above the county
level through making use of loans or raising funds with compensation from enterprises or individuals (hereinafter referred to as
the roads whose loans are repaid by the government), road constructed with the investment of economic organizations both home and
abroad or whose toll rights on the road, with the loans of which being repaid by the government, are assigned in accordance with
the Highway Law (hereinafter referred to as the for-profit roads) may not be collected until it has been approved according to law.

Article 11

The principle of separating governmental functions from institution management shall be observed for the construction and management
of highways whose loans are repaid by the government, and a special non-profit corporate body shall be established according to law.

The competent communications department of any people’s government of the province, autonomous region, and municipality directly under
the Central Government may centralize the administration, grant and repayment of loans in respect to the roads within its own administrative
region whose loans are repaid by the government.

The for-profit road construction projects shall be announced to the general public, and the investors shall be chosen by way of bid
invitation or tendering.

The for-profit road shall be constructed, operated and managed by a legal person of road enterprise established according to law.

Article 12

The setup of tollbooths on toll roads shall be subject to the examination and approval of the people’s governments of the provinces,
autonomous regions, and municipalities directly under the Central Government in accordance with the following provisions:

No tollbooth may be established on the main lane of any highway and other closed toll roads apart from at the entry and exit ends,
unless it is really necessary to set up tollbooths between provinces, autonomous regions, and municipalities directly under the Central
Government. And

The space between two neighboring tollbooths shall be no less than 50 kilometers in the same main road of a non-closed toll road.

Article 13

Tolls shall be collected through computer network on highways and other closed toll roads, so as to reduce tollbooths and improve
traffic efficiency. The concrete measures for toll collection through computer network shall be formulated by the competent communications
department of the State Council together with the relevant departments of the State Council.

Article 14

The time limit for toll collection of any toll road shall be subject to the examination and approval of the people’s governments of
provinces, autonomous regions, and municipalities directly under the Central Government according to the following standards:

The time limit for toll collection of the road whose loans are repaid by the government shall be determined in accordance with the
principle of loans being repaid by the tolls collected and funds raised with compensation being repaid by the tolls collected. The
maximum time limit may not exceed 15 years. The maximum time limit for toll collection of the road whose loans are repaid by the
governments of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle and western
areas as determined by the state may not exceed 20 years. And

The time limit for toll collection of for-profit roads shall be determined in light of the principle of redemption of investment with
reasonable returns. The maximum time limit may not exceed 25 years. The maximum time limit may not exceed 30 years for toll collection
of for-profit roads of the provinces, autonomous regions, and municipalities directly under the Central Government in the middle
and western areas as determined by the state.

Article 15

Hearings shall be conducted for charging standards of vehicle tolls in accordance with the price laws and administrative regulations,
and the examination and approval shall be conducted according to the following procedures:

The charging standards for roads whose loans are repaid by the government, after being checked by the competent communications department
of the people’s government of the province, autonomous region, and municipality directly under the Central Government together with
the competent price department and finance department of the corresponding level, shall be subject to the examination and approval
of the corresponding people’s government; And

The charging standard for for-profit roads, after being checked by the competent communications department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government together with the competent price department
of the corresponding level, shall be subject to the examination and approval of the corresponding people’s government.

Article 16

The charging standard for vehicle tolls shall be computed and determined in light of the technical level of the road, total investment,
local price indexes, time limit for repayment of loans or funds raised with compensation, time limit for redemption of investment,
volume of traffic and other factors. For vehicles that transport fresh and life farm products in the green passages prescribed by
the state, the charging standard for vehicle tolls may be lowered properly or exempted.

In case of constructing facilities having no relation with the management of toll roads, or constructing facilities and service facilities
for managing toll roads exceeding the standards, the expenses may not be regarded as the factor for determination of the charging
standard.

If it is necessary to adjust the charging standard for vehicle tolls, it shall be handled according to the procedures as prescribed
in Article 15 of the present Regulation.

Article 17

As to the tollbooths of any toll road, the time limit for toll collection, charging standard for vehicle tolls or the adjustment plan
of charging standard, which are examined and approved according to the procedures as prescribed by the present Regulation, the department
in charge of examination and approval shall submit the relevant documents for archival purposes to the competent communications department
and price department of the State Council within 10 days from the date of examination and approval. If the roads are those whose
loans are repaid by the government, the relevant documents shall also be filed with the finance department of the State Council within
10 days from the date of examination and approval.

Article 18

The following technical level and scale shall be complied with for the construction of toll roads:

For freeways, the consecutive mileage shall be more than 30 kilometers, excluding the freeways from the urban district to its airport.

For arterial roads, the consecutive mileage shall be more than 50 kilometers. And

For independent two-lane bridges or tunnels, the length shall be more than 800 meters; for independent four-lane bridges or tunnels,
the length shall be more than 500 meters.

No tolls shall be charged on roads whose technical level is two or less. But vehicle tolls may be collected upon approval according
to law on the secondary road whose consecutive mileage is more than 60 kilometers, and which is constructed by the provinces, autonomous
regions, and municipalities directly under the Central Government in the middle and western areas as determined by the state.

Chapter III Transfer of Rights and Interests in Toll Roads

Article 19

In case any rights and interests in any toll road are transferred according to the provisions of the present Regulation, it shall
be announced to the general public. The transfer shall be made in the way of bid invitation or tendering, and the business operators
shall be chosen fairly, justly and openly, and a transfer agreement shall be concluded in accordance with law.

Article 20

The rights and interests in a toll road shall include toll collection rights, advertisement operation rights, and service facilities
operation rights.

The legal rights and interests of investors shall be protected in accordance with law in the event of transferring the rights and
interests in any toll road.

Article 21

In case of transferring the toll collection rights of the rights and interests in the road whose loans are repaid by the government,
the transferor may apply for an extension of the time limit for toll collection, but the extension period shall not exceed five years.

The time limit for toll collection shall not be extended for transfer of toll collection rights of the rights and interests in for-profit
roads.

Article 22

Under any of the following circumstances, the toll collection rights of the rights and interests in a toll road may not be transferred:

The independent two-lane bridge and tunnel whose length is less than 1,000 meters;

Secondary roads; or

The time for toll collection has exceeded two thirds of the approved time limit for toll collection.

Article 23

The income from transfer of rights and interests in the roads whose loans are repaid by the government shall be turned in to the treasury,
and shall be used for road construction apart from being used for repayment of loans and funds raised with compensation.

Article 24

The concrete measures for the transfer of the rights and interests in a toll road shall be formulated by the competent communications
department of the State Council together with the development and reform department and finance department of the State Council.

Chapter IV Management of Toll Roads

Article 25

A toll road shall be checked before acceptance in accordance with the relevant state provisions after the completion of its construction.
No vehicle tolls may be collected until the road is qualified upon acceptance inspection.

No tolls may be collected during the construction of a toll road.

Article 26

The business operator of a toll road shall make routine inspection and maintenance on the toll road and the facilities along it according
to the standard and criterions as prescribed by the state, so as to ensure that the toll road be in a good technical state, and provide
high quality services for vehicles and personnel passing through it.

For the maintenance of a toll road, the construction and completion thereof shall be strictly in compliance with the time limit for
the maintenance. No one may postpone the maintenance construction by exceeding the time limit, nor may the construction affect the
safe passage of vehicles.

Article 27

The business operator of a toll road shall set up a bulletin board on an eye-catching place of a toll booth, specifying the name of
the toll booth, department of examination and approval, toll collection entity, charging standard, fixed number of year for starting
and ending toll collection, and telephone number for supervision, and other contents, etc., so as to accept public supervision.

Article 28

The business operator of a toll road shall set up traffic signs and markings according to the standards as prescribed by the state
and in light of the traffic status, facilities along the roads, and etc.

The traffic signs and markings shall be clear, accurate and easy to identify. The important passage information shall be indicated
repeatedly.

Article 29

The set up of a toll plaza shall comply with the requirements for safe driving of vehicles; the number of toll plazas shall comply
with the requirements for rushing through of vehicles, and shall not result in traffic jam.

Article 30

The staffing of toll attendants of any tollbooth shall be in keeping with the number of toll plazas and the traffic flow rate, no
toll attendant may be increased at will.

The business operator of a toll road shall strengthen vocational training and education of professional ethics on toll attendants
of the tollbooth, the toll collectors shall be polite and provide services up to the standard.

Article 31

In case of road damage, construction or occurrence of a traffic accident and other circumstances that may influence the normal and
safe driving of vehicles, the business operator of a toll road shall set up safety prevention facilities on the scene, and give indication
on speed limit or warnings on the entry and exit of the toll road, or give a public notice by making use of the variable information
board along the toll road and other facilities. If it results in a traffic jam, the business operator shall report to the relevant
department and assist in diverting the flow of traffic.

In case of a serious damage of any road, or bad weather conditions or major traffic accident and other circumstances that seriously
affect the safe passage of vehicles, the public security organs shall take such traffic control measures as restricting the driving
speed and closing the road according to law and in light of the circumstances. The business operator of a toll road shall actively
cooperate with the public security organs and timely announce the relevant traffic control information to the vehicles passing through
the road.

Article 32

The business operator of any toll road shall issue toll notes to the users of the toll road when collecting vehicle tolls. The toll
notes of the roads whose loans are repaid by the government shall be made and printed uniformly by (or under the supervision of)
the finance department of the people’s government of the province, autonomous region, and municipality directly under the Central
Government. The toll notes of for-profit roads shall be made and printed uniformly by (or under the supervision of) the taxation
department of the people’s government of the province, autonomous region, and municipality directly under the Central Government.

Article 33

The business operator of any toll road shall have the right to refuse the driving through of any vehicle that refuses to pay, escapes
the payment, or pays vehicle tolls less than it should pay according to law, and requires it to replenish the vehicle tolls that
should be paid.

No one may purposely block toll plazas, rush out of the tollbooth by force, assault and batter management personnel of any toll road,
destroy toll facilities or undertake other activities that disturb the order of toll road management for the purpose of refusing
to pay, escaping the payment of, or paying less vehicle tolls than he should pay.

In case of occurrence of the aforesaid acts disturbing the business management order of any toll road, the business operators of the
toll road shall report to the public security organs timely, and the public security organs shall handle it in accordance with law.

Article 34

No vehicle driving on any toll road may be overloaded.

Once finding that any vehicle is overloaded, the business operator of the toll road shall report to the public security organ immediately,
and the public security organ shall handle it in accordance with law.

Article 35

No business operator of any toll road may have the following acts:

Raising the charging standard of vehicle tolls without authorization;

Collecting additional fees or collecting as agent any other fees besides the charging standard for vehicle tolls;

Collecting by force or by other improper means vehicle tolls in a certain period per vehicle; or

Not issuing toll note, or issuing toll note that is not made and printed by (or under the supervision of) the finance department and
taxation department of the people’s government of the province, autonomous region, and municipality directly under the Central Government
or issuing invalid overdue toll notes.

If there is any of the preceding acts, the vehicle driving through a toll road shall have the right to refuse the payment of vehicle
tolls.

Article 36

The income from vehicle tolls collected by the operators of any road whose loans are repaid by the government shall be deposited into
the special financial account in full, and the income management shall be strictly separated from expense management.

The vehicle tolls of the road whose loans are repaid by the government shall be used in full for repayment of loans and funds raised
with compensation except that the necessary overhead and maintenance fees shall be outlaid from the budget of vehicle tolls approved
by the finance department, and shall not be diverted for other purpose.

Article 37

In case the time limit for toll collection of any toll road expires, the toll collection shall be terminated.

In case the loans and the funds raised with compensation have been paid off before the end of the time limit for toll collection of
the road whose loans are repaid by the government, the toll collection shall be terminated.

In case toll collection is terminated in any toll road in accordance with the provisions of the preceding two paragraphs, the relevant
people’s government of the province, autonomous region, and municipality directly under the Central Government shall give a notice
to the general public, specifying the date for termination of toll collection, and accept social supervision.

Article 38

The competent communications department of the people’s government of any province, autonomous region, or municipality directly under
the Central Government shall make appraisal and acceptance check on any toll road six months before the termination of toll collection
of the toll road. If, after appraisal and acceptance check, the road has complied with the technical level and standard verified
at the time of obtaining the rights and interests in the road, the business operator of the toll road may go through formalities
for transfer of the road with the competent communications department in accordance with the relevant state provisions. If it does
not comply with the technical level and standard assessed at the time of obtaining the rights and interests in the toll road, the
business operator of the toll road shall make maintenance within the time limit as determined by the competent communications department,
and the formalities for transfer of the road cannot be handled as required until the requirements have been met.

Article 39

After toll collection is terminated in a toll road, the business operator of the toll road shall dismantle the toll facilities within
15 days from the date of termination of toll collection.

Article 40

No entity or individual may force any vehicle to drive through any toll road by means of closing or blocking non-toll roads or setting
up blocks on non-toll roads to collect tolls.

Article 41

The business operator of a toll road shall provide the statistical materials and the relevant conditions in time according to the
requirements of the competent communications department of the State Council and that of the people’s government of the province,
autonomous region, and municipality directly under the Central Government.

Article 42

The maintenance and virescence of a toll road, and the water and soil conservation and road affairs management within the land use
scope of the road, shall be implemented in accordance with the relevant provisions of the Highway Law.

Article 43

The competent communications department of the State Council and those of the people’s governments of the provinces, autonomous regions,
and municipalities directly under the Central Government shall conduct supervision over and inspection on toll roads, urge the business
operators of toll roads to fulfill duty of maintenance, virescence of toll roads and water and soil conservation within the land
use scope of the roads.

Article 44

The auditing organs shall strengthen audit supervision over toll roads in accordance with law, and make investigation into and deal
with illegal acts according to law.

Article 45

When conducting supervision over and inspection on the toll road according to law, no administrative law enforcement organ may charge
any fees from the business operator of any toll road.

Article 46

The people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government shall announce
to the public such information as the name of toll roads and tollbooths within their administrative districts, toll collection entities,
charging standard, and time limit for toll collection, etc. to accept social supervision.

Chapter V Legal Liabilities

Article 47

If anyone approves without authorization the construction of any toll road, tollbooth, time limit for toll collection, charging standards
for vehicle tolls, or transfer of rights and interests in any toll road in violation of the provisions of the present Regulation,
the people’s government of the province, autonomous region, and municipality directly under the Central Government shall order it/him
to make corrections, and impose such administrative punishments as recording a special demerit or even dismissing the responsible
person in charge and other directly liable personnel. If a crime is constituted, he shall be prosecuted for the criminal liabilities
according to law.

Article 48

If any local people’s government or the relevant department and any of their staff members illegally interferes with the business
management of any toll road in violation of the present Regulation, or seizes or embezzles vehicle tolls collected by the business
operator of the toll road, the upper level people’s government or the relevant department shall order it/him to stop the illegal
interference, return the vehicle tolls it/he has seized or embezzled, and give the responsible person in charge and other directly
liable personnel such administrative punishments as recording a special demerit or even dismissing him according to law. If a crime
is constituted, he shall be prosecuted for the criminal liabilities according to law.

Article 49

If any one sets up any tollbooth or checkpoint to collect vehicle tolls without authorization or fails to terminate the toll collection
that he/it should terminate in violation of the present Regulation, the competent communications department of the State Council
or that of the people’s government of the province, autonomous region, and municipality directly under the Central Government shall
ex officio order him/it to make corrections, and force him/it to dismantle the toll facilities. The illegal gains shall be confiscated
if any, and a fine of two times up to five times the illegal gains shall be imposed upon him/it. If there are illegal gains, a fine
of RMB 10,000 Yuan up to 50,000 Yuan shall be imposed. And if the responsible person in charge and other directly liable personnel
are state functionaries, they shall be given such administrative punishments as recording a special demerit or even dismissed.

Article 50

If any one violates the provisions of the present Regulation under any of the following circumstances, the competent communications
department of the State Council or that of the people’s government of the province, autonomous region, and municipality directly
under the Central Government shall ex officio order it/him to make corrections, and impose a fine of RMB 50,000 Yuan up to 200, 000
Yuan in light of the circumstances:

The setup of any tollbooth does not comply with the standards or the position of the tollbooth is altered without authorization;

Failing to make routine inspection and maintenance on any toll road and the facilities along it according to the standards and criterions
prescribed by the state;

Failing to set up traffic signs and markings properly in accordance with the relevant state provisions;

The setup of crossings does not comply with the requirements for safe driving of vehicles or the number of crossings does not comply
with the requirements for the rapid passing through of vehicles;

Failing to set up safety and prevention facilities as required or to give indication or public notice when meeting such circumstances
as road damage, construction or occurrence of traffic accidents and other circumstances that may influence the normal and safe driving
of vehicles, or failing to divert the flow of traffic in time in case of a traffic jam; or

Failing to announce timely the information on restricted speed or closing of toll roads that should be announced.

Article 51

If any business operator of any toll road fails to issue notes in violation of the present Regulation when collecting tolls, or issues
notes that are not made and printed by (or under the supervision of) the finance or taxation department of the people’s government
of the province, autonomous region, and municipality directly under the Central Government, or issues invalid overdue notes, the
department of finance or taxation shall order him/it to make corrections, and impose a fine of RMB 100,000 Yuan up to 500,000 Yuan
in light of the circumstances. If the responsible person in charge and other directly liable personnel are state functionaries, they
shall be given the administrative punishment of recording a special demerit or even dismissed. If a crime is constituted, they shall
be prosecuted for the criminal liabilities.

Article 52

If any manager of the road whose loans are repaid by the government fails to deposit the vehicle tolls in full in the special financial
account or fails to turn in the income gained from transfer of rights and interests in roads whose loans are repaid by the government
in full to the state treasury in violation of the present Regulation, the department of finance shall order the operator to deposit
or turn in and to supplement the amount due. The responsible person in charge and other directly liable personnel shall be given
the administrative punishment of recording a special demerit or even dismissed according to law.

In case the department of finance fails to have the vehicle tolls of the road whose loans are repaid by the government or the income
gained from transfer of the rights and interests in the road whose loans are repaid by the government used for repayment of loans
or funds raised with compensation, or diverts for other purposes the vehicle tolls or income from the transfer of rights and interests
in the road whose loans are repaid by the government, the people’s government of corresponding level shall order it/him to repay
the loan and the funds raised with compensation, or order it/him to return the diverted vehicle tolls and the income gained from
transfer of the rights and interests of the road whose loans are repaid by the government. And the responsible person in charge and
other directly liable personnel shall be given the administrative punishment of recording a special demerit or even dismissed. If
a crime is constituted, it/he shall be prosecuted for the criminal liabilities according to law.

Article 53

If, after the termination of toll collection of any toll road, the business operator of the toll road fails to dismantle toll facilities
in time in violation of the present Regulation, the competent communications department of the people’s government of the province,
autonomous region, and municipality directly under the Central G

INTERIM MEASURES FOR THE ADMINISTRATION OF SUBORDINATED TERM DEBTS OF INSURANCE COMPANIES

China Insurance Regulatory Commission

Order of China Insurance Regulatory Commission

No.10

The Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies, deliberated and adopted at the office
meeting of the chairman of China Insurance Regulatory Commission on September 20, 2004, are hereby promulgated and shall come into
force as of the date of promulgation.

Chairman of China Insurance Regulatory Commission Wu Dingfu

September 29, 2004

Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies

Chapter I General Provisions

Article 1

With the view of regulating acts of insurance companies for their directional collection, transfer and repayment of principals and
interests of subordinated term debts (hereinafter referred to as “subordinated debts”) as well as information disclosure, and ensuring
the solvency of insurance companies, the present Measures are formulated pursuant to the Company Law of the People’s Republic of
China, the Insurance Law of the People’s Republic of China and the relevant laws and administrative regulations. .

Article 2

The “insurance companies” as mentioned in the present Measures shall refer to the Chinese funded insurance companies, Sino-foreign
joint venture insurance companies and solely foreign owned insurance companies established within the territory of China according
to the Chinese law.

Article 3

The “subordinated debts of an insurance company” as mentioned in the present Measures shall refer to the debts of an insurance company,
which are collected directionally by the insurance company upon approval and whose time limit is five years or more. The repayment
order of the principal and interests of subordinated debts is ranked after the liabilities in the insurance policy and other liabilities
and before the share right capital of the insurance company.

Article 4

China Insurance Regulatory Commission (hereinafter referred to as the CIRC) shall according to law make supervision and administration
on such acts of an insurance company as its directional collection, transfer, repayment of principals and interests of subordinated
debts and information disclosure.

Article 5

The insurance company that collects subordinated debts directionally (hereinafter referred to as the “raiser”) shall do management
steadily to improve the solvency and protect the lawful rights and interests of the creditors of subordinated debts.

Chapter II Directional Collection

Article 6

When collecting subordinated debts directionally, an insurance company shall meet the conditions of the present Measures and report
to the CIRC for examination and approval.

Article 7

When applying for directional collection of subordinated debts, an insurance company shall meet the following requirements:

The audited net assets at the end of the latest year shall be not lower than 500 million Yuan;

After collection, the accumulated amount of unpaid principals and interests of subordinated debts shall not exceed the un-audited
net assets of the insurance company at the end of the latest year;

The company has good corporate governance structure;

The internal control system of the company is perfect and can be kept to strictly;

The assets of the company are not impropriated by any natural person, juridical person or other organization and affiliated party
that has actual control rights;

The company has no acts in violation of laws and regulations in the last two years; and

Other conditions as prescribed by the CIRC.

Article 8

The subordinated debts of an insurance company shall be collected directionally from qualified investors.

The “qualified investor” shall refer to the investor who has independent analysis capability and risk tolerance capability of purchasing
subordinated debts, including domestic legal persons and overseas investors but excluding:

Company under the control of a raiser; and

Company under the control of the same third party with the raiser.

Article 9

The subordinated debts held by a single shareholder of the raiser and the controlling party of the shareholder shall not exceed 10%
of the amount of collection in a single time or 10% of the accumulated amount, and the held proportion of the amount of collection
for a single time or of the accumulated amount shall not be the highest. The accumulated subordinated debts held by all the shareholders
of the raiser and the controlling party of all the shareholders shall not exceed 20% of the amount of collection for a single time
or 20% of the accumulated amount of collection.

The proportions of subordinated debts mutually held by any insurance company that has the qualification of a qualified investor and
any insurance capital management company shall accord with the relevant provisions of the CIRC.

Article 10

The capital obtained by an insurance company from collection of subordinated debts may be reckoned in the attached capital, but shall
not be used to make up the daily management loss of the insurance company.

The amount of subordinated debts that may be reckoned in the attached capital as determined by an insurance company shall accord to
the relevant provisions on rules for compilation of solvency reports as promulgated by the CIRC.

Article 11

The raiser shall retain law firms to issue legal opinions on the collection of subordinated debts of the current time.

The legal opinions shall clearly state opinions on the legitimacy and compliance of such matters as the collection conditions, collection
plans, collection clauses, credit rating and etc.. The law firm shall issue legal opinions objectively and fairly and undertake the
corresponding liability.

Article 12

The raiser may retain credit rating institutions to make credit rating on the subordinated debts of the current time.

The credit rating institution shall issue the relevant report documents objectively and fairly and undertake the corresponding liability.

Article 13

The raiser may collect subordinated debts itself or by entrusting it to an institution that has qualification for undertaking securities
underwriting business.

Article 14

The board of directors of an insurance company shall make plans for the collection of subordinated debts. And in the shareholders’
meeting special resolution on the following matters concerned shall be made:

The scale, time limit, interest rate and objects of collection;

The purpose of the fund collected;

The period of validity of the resolution on the collection of subordinated debts; and

Other important matters related to the collection of the subordinated debts of the current time.

Article 15

When applying for collection of subordinated debts, the insurance company shall submit the following documents to the CIRC:

The application report for collection of subordinated debts;

The special resolution of the shareholders’ meeting on the collection of subordinated debts of the current time;

The feasibility study report;

The feasibility study report shall include the following contents:

(1)

The analysis on the cost and benefit of the subordinated debts (the scale and time limit of the fund collected, pricing of the debts
and cost analysis, the use of the fund collected, the prediction of income, influence to the solvency, etc.); and

(2)

The confirmation of the targeted creditor and its/his status.

The prospectus of collection;

The text of the agreement or contract of the subordinated debts and the legal opinions thereof;

The annual financial reports after audit and the solvency reports of the company in the past three years and the financial reports
and the solvency reports at the end of the latest quarter;

The total amount of unpaid subordinated debts that have been collected and the use circumstance of the fund collected;

The subordinated debts management plan made by the raiser;

Other important contracts related to the collection of the subordinated debts; and

10.

Other materials that shall be provided as required by the CIRC.

Where an insurance company has made credit rating on the subordinated debts collected at the current time, it shall also submit the
credit rating report of the subordinated debts.

Article 16

The raiser shall report the collection conditions to the CIRC within 10 workdays after the end of the collection of the subordinated
debts and submit the photocopy of the subordinated debt contract concluded with the creditors of the subordinated debts to the CIRC.

Article 17

No subordinated debts may be redeemed ahead of schedule except otherwise specified by the CIRC.

Chapter III Repayment of Debts

Article 18

Only when it can ensure that the solvency adequacy ratio after repayment of the principals and interests shall be not less than 100%,
the insurance company may repay the principals and interests of any subordinated debts.

Article 19

In case it is necessity to postpone any subordinated debts, the raiser shall put forward a proposal on the time limit for the deferment,
adjustment of interest rate and etc. and win consent of the creditor of the subordinated debts.

The raiser shall report the deferment circumstance to the CIRC within 5 workdays after signing deferment agreement with the creditor
of the subordinated debts and submit the photocopy of the text of the relevant contracts to the CIRC.

Article 20

The raiser shall manage the funds of subordinated debts collection in a special account and use the funds collected strictly pursuant
to the purpose of the funds collected in the feasibility study report and the subordinated debt management plan.

Article 21

No raisers may distribute profits to any shareholder during the period that it/he fails to repay the principals and interests of the
subordinated debts on schedule.

Chapter IV Information Disclosure

Article 22

The contents and the making and promulgation of such information disclosure documents as the subordinated debts prospectuses, special
topic financial reports and notices of major matters concerned and etc. shall comply with the relevant provisions of the CIRC.

Article 23

The insurance company shall make prospectus and other information disclosure documents according to the relevant provisions of the
CIRC for collection of subordinated debts and ensure that all the information that has substantial influence to the collection objects
is disclosed truthfully, accurately, completely and timely. But no information may be published in the media openly or in disguised
forms.

No raisers or relevant parties concerned may mislead any investor in any way to purchase any subordinated debts.

Article 24

The raiser shall give indication to the investor in the eye-catching place of the prospectus that: “When purchasing the current subordinated
term debts, the investor shall carefully read the prospectus and the relevant information disclosure documents and make independent
investment judgment. The approval of China Insurance Regulatory Commission for the collection of the current subordinated term debts
neither indicates that it has made any appraisal on the investment value of the current debts, nor does it indicate that it has made
any judgment on the investment risk of the current debts”.

Article 25

The raiser shall clarify in the collection clause of the prospectus the following promises:

Only when the raiser can ensure that the solvency adequacy ratio be not less than 100% after such repayment, it can repay the principals
and interests of the subordinated debts;

If the raiser isn’t capable of paying interests or repaying principals on time, the creditor does not have the right to apply to the
court for implementation of bankruptcy and repayment to the raiser; and

After the raiser enters into the bankruptcy liquidating procedures according to law, the order of repayment of the principals and
interests of the subordinated debts shall be ranked after all the non-subordinated debts.

Article 26

The collection clause in the prospectus of collection shall be concrete and clear, and shall fully disclose the provisions to the
investors on the collection, redemption, deferment of the subordinated debts and the repayment of principals and interests of the
present Measures and specify the rights and obligations of both parties of the subordinated debts. The contents of the stipulated
clauses may not violate laws, administrative regulations and the mandatory provisions of the CIRC.

The prospectus of collection shall at least include the following contents:

The scale, time limit (starting time and termination time), interest rate and objects of the collection of the subordinated debts;

The purpose of the fund collected;

The legal conditions, time, procedures and ways for repayment of principals and interests;

The transfer and redemption ahead of schedule of the subordinated debts;

The liability of the raiser and the creditor of the subordinated debts result from their breach of contract; and

Intermediary institutions and their liability.

Where any raiser has made credit rating on the collection of the current subordinated debts, such contents as the credit rating reports
and arrangement for follow-up rating shall also be included in the prospectus.

Article 27

During the period of existence and extension of the subordinated debts, the raiser shall disclose the subject financial reports of
the subordinated debts in the previous year to the creditor of the subordinated debts within 4 months after the end of each fiscal
year. The report shall at least include the following contents:

The audited financial statements;

The audited solvency quotas statement, the computation sheet for the minimum solvency quotas, the recognized assets statement and
the recognized liabilities statement;

The payment of the principals and interests of the debts;

The purpose of the fund collected;

The items such as major investment and associated transactions that influence the repayment of the principals and interests of the
subordinated debts; and

Other information that has great influence on the creditor of the subordinated debts.

Where the raiser has made follow-up rating, the circumstances of follow-up rating shall also be included.

Article 28

In case any of the following circumstances happens to a raiser, the creditor of the subordinated debts shall be notified in time:

There occurs a great unfavorable alteration in its solvency status;

It is estimated that it is difficult to repay the interests or principal of the due subordinated debts;

Signing of guaranty contracts and other important contracts that may have great influence on the repayment of principals and interests
of the subordinated debts;

Happening with great losses or being suffered with great losses exceeding more than 10% of the net assets;

Happening with major arbitration and litigation;

Decreasing of capital, merging, dividing, dissolving and applying for bankruptcy; or

Planning to make major reorganization of debts.

Chapter V Supervision and Administration

Article 29

For any insurance company that violates the provisions of the present Measures, the CIRC may charge it to make correction within a
prescribed time limit or take the following supervision measures according to circumstances:

To charge the company to dismiss and replace the senior managers of the insurance company who are directly liable and other directly
liable personnel;

Not to accept the application of insurance companies for the collection of subordinated debts any longer within three years;

To suspend the determination of the amount of subordinated debts that may be reckoned in the attached capital of the insurance company;
and

To form the rectification organization according to law to make rectification on insurance companies.

Article 30

Where any insurance company violates the provisions of the present Measures, impairs public interests and may seriously endanger or
has endangered its solvency, the CIRC may take over the insurance company according to law.

Article 31

Where any insurance company and its senior managers directly liable and other directly liable personnel violate the provisions of
the present Measures, the CIRC shall give them warnings, impose a fine of 5,000 Yuan up to 30,000 Yuan singly or concurrently. If
any of them is suspected of committing a crime, it/he shall be transferred to the judicial department and subject to criminal liability
according to law.

Chapter VI Supplementary Provisions

Article 32

The power to interpret and revise the present Measures shall remain with the CIRC.

Article 33

The present Measures shall come into force as of the date of promulgation.

China Insurance Regulatory Commission
2004-09-29

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING EXTENSION OF THE OPERATION PILOT OF LONG TERM FOREIGN EXCHANGE SETTLEMENT AND SALES

State Administration of Foreign Exchange

Circular of State Administration of Foreign Exchange concerning Extension of the Operation Pilot of Long Term Foreign Exchange Settlement
and Sales

Hui Fa [2004] No.103

October 13, 2004

Branch bureaus and foreign exchange administration departments under State Administration of Foreign Exchange of various provinces,
autonomous regions and municipalities directly under the Central Government, branch bureaus in the municipalities of Shenzhen, Dalian,
Qingdao, Xiamen and Ningbo and the Chinese designated foreign exchange banks,

In order to meet the requirements of China opening up and deepening of the financial reform, satisfy the market demand for enterprises
to evade the risks of foreign exchange rate and further develop China foreign exchange market, in accordance with the Regulations
of the People’s Republic of China on the Management of Foreign Exchange, Interim Measures for the Administration of People’s Bank
of China on the Operation of Settlement and Sales of Long Term Foreign Exchange and other relevant provisions, relevant issues regarding
extension of the operation pilot of long term foreign exchange settlement and sales are hereby notified as follows:

Access Requirements

The designated foreign exchange banks which meet the following requirements can apply for the operation of long term foreign exchange
settlement and sales:

(1)

having obtained the operation qualification for settlement and sales of foreign exchange two years at least (including two years);

(2)

able to seriously implement the administrative provisions of State Administration of Foreign Exchange on the operation of settlement
and sales of foreign exchange, and having no record of material violation of the laws and regulations governing the operation of
settlement and sales of foreign exchange within first two years after submitting the application;

(3)

the operation amount of settlement and sales of foreign exchange of the whole bank in the previous year is over 20 billion USD (including
20 billion USD);

(4)

possessed of strong ability of inter-bank borrowing of local/foreign currency;

(5)

possessed of sound and uniform risk management system, internal control system and other relevant operation regulations of the operation
of long-term foreign exchange settlement and sales;

(6)

possessed of complete technical support system of disposal and risk real-time management of the operation of long-term foreign exchange
settlement and sales;

(7)

possessed of the technical support system of settlement and sales of long term foreign exchange rate, position pooling and issuing
the relevant report forms required by State Administration of Foreign Exchange; and

(8)

other requirements stipulated by State Administration of Foreign Exchange.

Approval Procedures

(1)

Application for the operation of long term foreign exchange settlement and sales by designated foreign exchange banks should abide
by the approval principle of legal person.The applications of policy banks inside China, wholly state-owned commercial banks and
shareholding commercial banks shall be filed by their head offices to State Administration of Foreign Exchange.The application of
city commercial banks inside China, rural commercial banks and other Chinese designated foreign exchange banks shall be directly
filed by their head offices, and the application of foreign banks shall be filed directly by main reporting banks inside China to
branch bureaus of SAFE where they are located, examined by branch bureaus of the SAFE where they are located and be submitted to
the State Administration of Foreign Exchange for approval.

(2)

Where the branches of the designated foreign exchange banks inside China are engaged in the operation of long-term foreign exchange
settlement and sales, the administrative measures that legal person conducts authorization and the branches put on record shall be
abided by.Application for putting on record should be made to branch bureaus of the SAFE where they are located based on the written
authorization documents of head office, qualification certificate of foreign exchange settlement and sales and the approval documents
of State Administration of Foreign Exchange.Until the approval and record by branch bureaus of the SAFE where they are located, the
operation of long-term foreign exchange settlement and sales cannot be launched.

(3)

Sub branch bureaus of the SAFE where they are located shall examine the time limit and legitimacy of business of foreign exchange
settlement and sales operation of the branches of the bank within 20 working days after receiving the material for record of the
bureaus of the bank in accordance with the provisions of Article 1 (1), (2) of the present Circular.Those who satisfy the requirements
can be recorded and the approval and record result should be reported to the International Revenue and Expenditure Department of
State Administration of Foreign Exchange.

Application Documents

The following documents should be submitted if the designated foreign exchange banks apply for the operation of long-term foreign
exchange settlement and sales:

(1)

The application report and feasibility report satisfying the foregoing access requirements;

(2)

License of the operation of foreign exchange settlement and sales;

(3)

Internal administrative rules and systems on the operation of long-term foreign exchange settlement and sales, including:

Administrative provisions of risk exposure of long-term foreign exchange settlement and sales operation;

Administrative provisions of position covering of long-term foreign exchange settlement and sales operation;

Administrative provisions of power limit of long-term foreign exchange settlement and sales operation;

Basic operation provisions of long term foreign exchange settlement and sales operation; and

Accounting provisions of long term foreign exchange settlement and sales.

(4)

Setting and function explanation on technical support system of long term foreign exchange settlement and sales operation; and

(5)

other documents and materials required by State Administration of Foreign Exchange.

The Scope of Business

The following revenue and expenditure of foreign exchange of the institutions inside China can make the application for the operation
of long-term foreign exchange settlement and sales to the banks:

(1)

revenues and expenditure under the trade item;

(2)

revenues and expenditure under the service trade and income items;

(3)

reimbursing foreign exchange loans of the bank itself;

(4)

reimbursing the loan inside China registered by State Administration of Foreign Exchange.

The contract cannot be repeatedly reached based on the same revenues and expenditure of foreign exchange.

The Administration of Business

Besides the principle of real need, the following administrative regulations should be abided by if the designated foreign exchange
banks handle long-term foreign exchange settlements and sales operation:

(1)

Approval of the authenticity of the content of the long term foreign exchange settlements and sales contract should by strengthened
if the designated foreign exchange banks handle long term foreign exchange settlements and sales operation.The revenue and expenditure
of foreign exchange need to be pre-examined and approved by foreign exchange bureaus according to the relevant regulations of the
administration of foreign exchange settlement and sales should be examined the banks based on the valid certificate provided by the
institutions inside China which signed the long term foreign exchange settlement and sales contract in accordance with the administrative
regulations of settlement and sales of foreign exchange;

(2)

If the long-term foreign exchange settlements and sales contract expires, all relevant certificates should be provided by the institutions
inside China according to the administrative requirements of settlement and sales of foreign exchange.After examining the completion
and the authenticity of the documents provided by the institutions inside China, the formalities of the implementation of long term
contract can be done with the institutions inside China; If the institutions inside China cannot provide all effective certificates
in time, the long term contract cannot be implemented and the institutions inside China should shoulder the responsibilities of breach
of the contract.

(3)

The operation of long term foreign exchange settlement and sales should be handled according to the provisions of the contract regarding
the origin of foreign exchange revenue and the purpose of the foreign exchange expenditure.The institutions inside China cannot offset
by using other foreign exchange revenue and expenditure.If foreign exchange revenue and expenditure is inconsistence with the provisions
of the contract, the institutions inside China are regarded as breach of the contract.

(4)

In the two provisions abovementioned, if the default of long term foreign exchange settlement and sales contract is caused by the
institutions inside China, the banks can require the institutions inside China shoulder the caused damage.

Long Term Price-fixing

Settlement and sales of long-term foreign exchange rate is based on the supply and demand of the market and price should be uniformly
fixed with negotiation of the banks which operate the long-term foreign exchange settlement and sales.State Administration of Foreign
Exchange is in charge of the supervision and administration of the price-fixing methods of settlement and sales of long-term foreign
exchange rate.

Period Composing

The maximum period of the contract of long-term foreign exchange settlement and sales operation reached by the designated foreign
exchange banks and the institutions inside China is one year (including one year).The period composing within one year can be confirmed
by the designated foreign exchange banks of their own.

Position Supervision

State Administration of Foreign Exchange administers the designated foreign exchange banks handling the operation of long-term foreign
exchange settlement by implementing integrated position and checks and adjusts integrated position limitation upon the application
of the head offices of all banks.

The designated foreign exchange banks should daily report and submit the daily report forms of integrated position and other relevant
report forms to State Administration of Foreign Exchange in accordance with Circular of State Administration of Foreign Exchange
concerning Adjustment of Bank Reporting of Foreign Exchange Settlement and Sales Position (Hui Fa [2003] No.133).

Business Scrutiny and Sanction

State Administration of Foreign Exchange will irregularly inspect and spot-check the operation of long-term foreign exchange settlement
and sales handled by the designated foreign exchange banks.If there is any of the following activities, State Administration of Foreign
Exchange and its branch bureaus will make the sanctions including fine, withdrawal of the operation qualification and etc.according
to the Regulations of the People’s Republic of China on the Management of Foreign Exchange and the relevant regulations of settlement,
sales and payment of foreign exchange.

(1)

in case that the banks violates the provisions of the present Circular and fails to strictly examine the effective certificate of
the institutions inside China;

(2)

in case that the relevant administrative provisions of position are violated or the relevant report forms fail to be reported and
submitted on time;

(3)

in case that the banks handle the operation of long term foreign exchange settlement and sales without the approval of People’s Bank
of China and State Administration of Foreign Exchange.

The present Circular shall be implemented as of November 1, 2004 and interpreted by State Administration of Foreign Exchange.The branch
bureaus of State Administration of Foreign Exchange shall forward the present Circular to their sub-branches and commercial banks
(including foreign banks) upon receiving the present Circular.Problems encountered in the course of implementation of the present
Circular shall be promptly reported to the State Administration of Foreign Exchange.

Contact entity: The International Revenue and Expenditure Department of State Administration of Foreign Exchange

Contact Telephone: (010) 68402160

State Administration of Foreign Exchange
2004-10-13

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

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CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING EXTENSION OF THE OPERATION PILOT OF LONG TERM FOREIGN EXCHANGE SETTLEMENT AND SALES

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7