MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION SUPPLEMENTARY NOTICE ON TRIAL IMPLEMENTATION OF TAX REFUND (EXEMPTION) FOR EXPORT OF GOODS UNDER SMALL-SCALE BORDER TRADE SETTLED IN RENMINBI

Ministry of Finance, State Administration of Taxation

Ministry of Finance and the State Administration of Taxation Supplementary Notice on Trial Implementation of Tax Refund (Exemption)
for Export of Goods under Small-scale Border Trade Settled in Renminbi

Cai Shui [2004] No. 178

The Department of Finance and the Bureau of State Taxation of Yunnan Province:

With a view to further handling well the pilot work in the trial implementation in Yunnan of tax refund for export of goods under
small-scale border trade settled in Renminbi, upon the approval of the State Council to, as of October 1, 2004, the rate of refundable
amount of taxes has been adjusted from the present 70% to 100% if the export of goods under small-scale border trade in Yunnan is
settled in Renminbi by means of banking transfer; and the present rate of refundable amount of taxes maintains at 40% if the export
of goods under small-scale border trade in Yunnan is settled in cash. The specific time for implementation shall accord with the
date of export indicated on the “Customs Declaration Form for Export of Goods (the Sheet for Tax Refund for Exports)” issued by the
Customs.

Other matters relating to tax refund (exemption) for export of goods under small-scale border trade settled in Renminbi shall still
be implemented in light of the provisions set by Ministry of Finance and the State Administration of Taxation Notice on Trial Implementation
of Tax Refund (Exemption) for Export of Goods under Small-scale Border Trade Settled in Renminbi (Cai Shui [2003] No. 245).

Hereby notify.

Ministry of Finance

State Administration of Taxation

October 29, 2004

Ministry of Finance, State Administration of Taxation
2004-10-29

GENERAL OFFICE OF THE MINISTRY OF COMMERCE NOTICE ABOUT FURTHER CLARIFYING THE PROCEDURES FOR THE APPLICATION FOR, EXAMINATION AND APPROVAL OF FOREIGN-FUNDED COMMERCIAL ENTERPRISES

General Office of Ministry of Commerce

General Office of the Ministry of Commerce Notice about Further Clarifying the Procedures for the Application for, Examination and
Approval of Foreign-funded Commercial Enterprises

Shang Zi Zi [2004] No. 84

After the promulgation of the Measures for the Administration on Foreign Investments in Commercial Fields (hereinafter referred to
as the Measures), some local competent commercial departments inquired of this Ministry about how to make the relevant applications
for foreign-invested commercial enterprises in case that the foreign trade and economic cooperation commission (department or bureau)
of a province (autonomous region, municipality directly under the Central Government, or city specifically designated in the state
plan) fail to become combined with the economic and trade commission (commerce commission, commerce bureau or domestic trade office)
. In order to clarify the above-mentioned issues, we hereby make the following notice:

In light of the provisions of the Measures, the foreign trade and economic cooperation commission (department or bureau) of the province
(autonomous region, municipality directly under the Central Government, or city specifically designated in the state plan) shall
accept an application for the establishment subject to the examination and approval of the Ministry of Commerce (hereinafter referred
to as the MOFCOM), but it shall solicit the opinion of the economic and trade commission (commerce commission, commerce bureau or
domestic trade office) of the same level on the report of feasibility study. Upon the consent of the latter, it shall submit the
aforesaid application to the MOFCOM for examination and approval. The MOFCOM shall release an approval document about the report
of feasibility study and the establishment of enterprise as well as a foreign-invested enterprise approval certificate. With regard
to an application for launching branch stores in multi-provincial areas, the MOFCOM shall solicit the opinion of the foreign trade
and economic cooperation commission (department or bureau) where each branch store is located. The latter shall, upon the consent
of the economic and trade commission (commerce commission, commerce bureau or domestic trade office) of the same level, give a reply
within 1 month as of the receipt of the consultation letter of the MOFCOM.

In light of the Measures, the foreign trade and economic cooperation commission (department or bureau) of the province (autonomous
region, municipality directly under the Central Government, or city specifically designated in the state plan) shall accept an application
for the establishment of an enterprise subject to the examination and approval of the provincial commerce administrative department,
but it shall solicit the opinion of the economic and trade commission (commerce commission, commerce bureau or domestic trade office)
of the same level on the report of feasibility study. Upon the consent of the latter, it shall make examination and approval, and
release an approval document. After the approval document is signed by the economic and trade commission (commerce commission, commerce
bureau or domestic trade office) of the same level, the foreign trade and economic cooperation department (bureau) shall release
a foreign-funded enterprise approval certificate. With regard to an application for launching branch stores in multi-provincial areas,
the foreign trade and economic cooperation commission (department or bureau) where the enterprise is registered shall solicit the
opinion of the foreign trade and economic cooperation commission (department or bureau) where each branch store is located. The latter
shall, upon the consent of the economic and trade commission (commerce commission, commerce bureau or domestic trade office) of the
same level, give a reply within 1 month as of the receipt of the consultation letter. In case of any problem, please contact this
Ministry (Foreign Investment Department or Market Construction Department) immediately.

General Office of the Ministry of Commerce

November 12, 2004

General Office of Ministry of Commerce
2004-11-12

PROVISIONS ON THE SUBSTANTIAL TRANSFORMATION OF CRITERIA IN NON-PREFERENTIAL RULES OF ORIGIN

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

No. 122

Provisions on the Substantial Transformation of Criteria in Non-Preferential Rules of Origin, adopted at the meeting of the General
Administration of Customs on November 30, 2004, are hereby promulgated and shall be effective as of January 1, 2005.
Director of the General Administration of Customs, Mu Xinsheng

December 6, 2004

Provisions on the Substantial Transformation of Criteria in Non-Preferential Rules of Origin

Article 1

In order to determine the origin for imports and exports correctly, these Provisions are formulated according to the Regulations
of People’s Republic of China on the Place of Origin for Imports and Exports.

Article 2

These Provisions shall, under non-preferential trade measures, apply to the determination of origin of goods where more than two
countries or regions participate in the production.

Article 3

The criteria for determining the substantial transformation of imports and exports shall base on the change in tariff classification,
and where the change in tariff classification fails to reflect substantial transformation, ad valorem percentage and manufacturing
or processing operation shall be based as the supplement criteria.

Article 4

“Change in tariff classification” refers to, after the raw materials not originated from a county (region) is manufactured or processed
in the country (region), the change of four-digit tariff classification of the goods derived takes place in Imports and Exports Tariff
of People’s Republic of China.

Article 5

“Manufacturing or processing operations” refers to the principal operations carried out in a country (region) which confer essential
characteristics to the goods derived after the manufacturing or processing operations.

Article 6

“ad valorem percentage” refers to, after the raw materials not originated from a county (region) is manufactured or processed in
the country (region), the value added exceeds 30% of the value of the goods derived, and the formula is as follows:

ex work price-the value of non-originating raw materials

———————————————————————00%0%

ex work price

“Ex work price” refers to the price of finished products paid to the manufacturer.

“Value of non-originating raw materials” refers to the value of import raw materials and spare parts for manufacturing or assembling
the finished products directly, including raw materials or spare parts whose place of origin is unknown, which is calculated by its
import cost, insurance and freight (CIF).

Calculation of the said “ad valorem percentage” shall be conform to generally accepted accounting principles and the Regulations of
Import and Export Tariff of the People’s Republic of China

Article 7

The goods whose substantial transformation is determined by the criteria of manufacturing or processing operations and Ad Valorem
Percentage are specified in the Detailed List of Goods Applicable to the Criteria of Manufacturing or Processing Operations and ad
valorem percentage (see annex), and whether or not substantial transformation takes place shall be determined according to the specified
criteria. The substantial transformation of goods not specified in the Detailed List of Goods Applicable to the Criteria of Manufacturing
or Processing Operations and Ad Valorem Percentage shall apply the criteria of change in tariff classification.

Article 8

The Detailed List of Goods Applicable to the Criteria of Manufacturing or Processing Operations and Ad Valorem Percentage shall be
amended by the General Administration of Customs in conjunction with the Ministry of Commerce and the State Administration for Quality
Supervision, Inspection and Quarantine, and be publicized

Article 9

These Provisions shall be effective as of January 1, 2005.

Annex:
Detailed List of Goods Applicable to Manufacturing or Processing Operations and Ad Valorem Percentage Criteria

Explanation: The list is arranged in the light of the classification, chapter and tariff nomenclature heading numbers under the Imports
and Exports Tariff of People’s Republic of China (hereinafter referred to as the Tariff)

In tariff nomenclature heading numbers, fourCdigit tariff item number shall be specified. In addition, in case the goods contain
all the four-digit tariff item numbers in a chapter of the Tariff, only the post_title of the chapter thereof shall be listed; in the
case of four-digit tariff item number specific for a certain goods, a mark of asterisk shall be added before the tariff item number.

The criteria of substantial transformation refer to the criteria that are corresponding to manufacturing or processing operations
and ad valorum percentage and applicable to the goods.

“Cutting”refers to cutting that is carried out to all the cut parts (or work materials).

Tariff Nomenclature Heading Numbers

Tariff Nomenclature Heading Numbers	Commodity Description	Substantial Transformation Test
Category 1.Living Animals; Animal Products
Chapter 3
03.03	frozen fish eggs	laying eggs, separating and freezing
03.04	fresh, cold and frozen fish fillets and other fish(no matter ground or not)	removing entrails and boning
03.06	Shelled shrimp, crab meat	shelling and freezing
03.07	Frozen or dried cuttlefish, squid and octopus	removing entrails, freezing or drying
Chapter 5
05.04	animal casing	Cleaning, separating, salinizing or drying
Category 2. Plant Products
Chapter 8
08.01	cashew kernel	shelling and peeling
Category 4.Food, Beverage, Wine and Vinegar; Tobacco and Products of Tobacco and Tobacco Substitute
Chapter 17
17.01	granulated sugar and soft white sugar	made of raw sugar
Chapter 18
18.04	cocoa butter, cocoa oil	made of cacao, or meeting criteria of ad valorem percentage
18.05	unsugared cocoa or cocoa without other sweet substances	made of cacao, or meeting criteria of ad valorem percentage
18.06	chocolate and other cocoa food	made of cacao, or meeting criteria of ad valorem percentage
Chapter 24
24.02	cigar and cigarette	made of tobacco
24.03	other tobacco products	made of tobacco
Category 6.Chemical Industry and Relative Industrial Products
Chapter 28	abiochemical, precious metal, rare earth metal, radioactive element and isotope organic and inorganic compound	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 29	Organic chemicals	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 30
30.03	illness-cure or illness-prevention drugs mixing two or more ingredients(excluding goods in tariff code 30.02,30.05 or 30.06 ) , whose dosage isnt prepared or retail package isnt made.	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
30.04	illness-cure or illness-prevention drugs made of mixing composition of products or unmixing products(excluding products in tariff code 30.02, 30.05 or 30.06), whose dosage is prepared or retail package is made (including in the form of skin absorption)	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter31	Fertilizer	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 32	Extractive material of tanning and dye; tannic acid and derivatives, dye, pigment, and other color additives; painting and varnish; putty and other similar adhesive; ink and printing ink	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 33	Essential oil and balm; Aromatic material products and cosmetic and washing products	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 34	Soap, organic surfactant, detergent, lubricant, synthetic wax, mixed wax, polish, candle, and the like, plastotype ointment, dentistry wax and plaster agent	made of materials not in tariff code of goods itself or meeting criteria of ad valorem percentage
Chapter 38	Miscellaneous chemical products	made of materials other than in tariff code of goods or meeting criteria of ad valorem percentage
Category 7. Plastic and Plastic products; Rubber and Rubber Products
Chapter 39
39.17	plastic pipe and accessories(such as joint, elbow pipe and flange)	working materials in 39.01-39.14 into shape
39.18	lumpy or rolling plastic floor covering,(no matter whether it is sticky or not) plastic wallpapering products stipulated in k 9 of this Chapter	working materials in 39.01-39.14 into shape
39.19	self-adhesive plastic board, plate, film, foil, tape, flat-bar and other flat materials no matter whether rolled or not	working materials in 39.01-39.14 into shape
39.20	other non-foamed plastic board, plate, film, foil and flat-bar not produced by strengthening, laminating, supporting other materials or in similar method	working materials in 39.01-39.14 into shape
39.21	other plastic board, plate, film, foil and flat-bar	working materials in 39.01-39.14 into shape
39.22	plastic bathtub, showering tray, launder, washstand, bidet, bedspan, toilet seat, closestool cover, water-pumping tank and the similar sanitary ware	working materials in 39.01-39.14 into shape
39.23	plastic products for transportation and packing of goods; plastic stopple, lid and similar products	working materials in 39.01-39.14 into shape
39.24	plastic tableware, kitchenware and other household appliances and washing ware	working materials in 39.01-39.14 into shape
39.25	other plastic products for construction in unspecified tariff code	working materials in 39.01-39.14 into shape
39.26	other plastic products and products of other materials specified in tariff code 39.01-39.14	Ministry of Commerce 2004-12-28

MEASURES FOR THE ADMINISTRATION OF FOREIGN INSURANCE INSTITUTIONS’ REPRESENTATIVE OFFICES IN CHINA

2004011520040301China Insurance Regulatory Commissionepdf/e03340.pdfJforeign insurance institutions, representative offices in China, application, establishment, supervision and administratione03340Measures for the Administration of Foreign Insurance Institutions’ Representative Offices in ChinaBaoJianHuiLing [2004] No. 1January 15th, 2004Chapter I General ProvisionsArticle 1 With a view to strengthening the administration of foreign insurance institutions’ representative offices in China (hereinafter referred
to as “representative offices”), and meeting the needs for the opening of China’s insurance market to the outside world, the present
Measures are formulated in accordance with the “Insurance Law of the People’s Republic of China”.Article 2 Foreign insurance institutions mentioned in the present Measures refer to the insurance companies, reinsurance companies, insurance
intermediary institutions, insurance associations and other insurance organizations, which are registered outside the territory of
China.Representative offices mentioned in the present Measures refer to the representative offices and general representative offices established
by foreign insurance institutions inside the territory of China upon approval, engaging in liaison, market investigations and/or
other similar non-business activities.The chief representative mentioned in the present Measures refers to the principal responsible person of a representative office;
the general representative mentioned in the present Measures refers to the principal responsible person of a general representative
office.Article 3 The representative offices must abide by the laws and regulations of China and the relevant provisions of China Insurance Regulatory
Commission (hereinafter referred to as CIRC).The legal rights and interests of the representative offices are under the protection of China law.Article 4 CIRC shall, in accordance with the law and upon authorization of the State Council, perform its supervisory duties towards representative
offices.The dispatched offices of CIRC shall, within the scope of authorization of CIRC, conduct daily supervision on the representative offices
within their respective jurisdictions on behalf of CIRC.Chapter II Application and EstablishmentArticle 5 A foreign insurance institution that applies for establishing a representative office (hereinafter referred to as the “applicant”)
shall meet the following conditions:(1)It is in good business condition;(2)It has no records of major violation of laws or rules within 3 years prior to the application date;(3)Other prudential conditions prescribed by CIRC.Article 6 The formal application form for planned establishment of a representative office shall be provided by CIRC.Article 7 An applicant shall submit the following documents:(1)a formal application form;(2)an application letter to the chairman of CIRC, which is signed by the board chairman or general manager;(3)a photocopy of the business license or lawful certificate for opening the business or registration certificate, which was checked
and issued by the relevant competent authority of the country or region of the locality;(4)the articles of association of the office, a name list of the board members, and a name list of the management staff or main partners;(5)the annual reports of the 3 years prior to the application date;(6)the opinions issued by the relevant competent authority of the country or region of the locality on the applicant’s establishment
of the representative office inside the territory of China, or a recommendation letter issued by the industrial association of the
involved industry. The opinions or recommendation letter shall state the records of penalties imposed upon the applicant during the
3 years prior to their/its issuance;(7)a power of attorney to the chief representative, which is signed by the board chairman or general manager;(8)the resume and other relevant certificates of the chief representative to be appointed; and(9)other documents prescribed by CIRC.The photocopies of the “business license”, “lawful certificate for opening the business” and “registration certificate” must be notarized
by a public notary institution lawfully established in the country or region of the applicant’s locality, or be authenticated by
the Chinese embassy or consulate accredited to that country.Article 8 An applicant shall submit the application documents to CIRC. CIRC shall handle the applications for the planned establishment of representative
offices separately in light of the following circumstances:(1)If there is any error in the application documents that may be corrected on the spot, it shall permit the applicant to correct such
error on the spot;(2)If the application documents are not complete or are not in statutory form, it shall, either on the spot or within 5 days, inform
the applicant once for all of all the contents to be supplemented, or else it shall be regarded as having accepted the application
as of the date of receiving the application documents;(3)If the application documents are complete and in statutory form, or the applicant has submitted all the supplemented application documents
as required, it shall accept the application.Whether CIRC accepts an application or not, it shall issue a written document bearing a special seal and with the date indicated on
it.Article 9 CIRC shall make a decision on whether to grant the approval within 20 days as of accepting an application. If it is unable to make
such a decision within 20 days, the period may be extended for 10 days upon approval of the chairman of CIRC, and CIRC shall inform
the applicant of the reason for extension of the period.CIRC shall issue an approval certificate, if it decides to grant the approval; if not, it shall state the reason in writing.Article 10 A representative office shall, after obtaining the approval certificate, make industrial and commercial registration in accordance
with the relevant provisions.A representative office shall move into a fixed office site within 3 months as of obtaining the approval certificate; if it fails
to move into a fixed office site within 3 months, the original approval certificate shall be automatically invalidated.Article 11 A foreign insurance institution that has established 2 or more representative offices inside the territory of China may file an application
to CIRC for designating one of representative offices as the general representative office.Article 12 A foreign insurance institution that applies for designating a general representative office shall submit an application letter written
to the chairman of CIRC, which is signed by the board chairman or general manager.The procedures for the establishment of a general representative office shall be the same as those of a representative office.Chapter III Supervision and AdministrationArticle 13 The name of a representative office shall be composed of the following contents in sequence: “name of the foreign insurance institution”,
“name of the city of the locality” and “representative office”; the name of a general representative office shall be composed of
the following contents in sequence: “name of the foreign insurance institution” and “general representative office in China”.Article 14 Except the principal responsible person, the main employees of a representative office shall be addressed as “representatives” or
“deputy representatives”.Article 15 The employees of a representative office shall abide by the laws and regulations of China, have good virtues and behaviors, and have
no evil records.Article 16 A general representative shall have no less than 8 years of work experience, and an educational qualification of specialized college
or above; a chief representative shall have no less than 5 years of work experience, and an educational qualification of specialized
college or above.Where a general representative or chief representative does not have an educational qualification of specialized college or above,
he/she shall have no less than 10 years of work experience with the insurance industry.Article 17 There shall be no more than 3 foreign employees in each representative office.Article 18 No representative office or its employees shall conclude any agreement or contract with any legal person or natural person, which
might bring income to the representative office or to the foreign insurance institution it represents. Nor shall they take part in
any business activities.Article 19 A representative office shall have its independent and fixed office site and full-time employees.Article 20 A general representative or chief representative shall not hold offices concurrently in 2 or more representative offices; nor shall
he/she hold an office in any business institution inside the territory of China.Article 21 A general representative or chief representative shall be permanently stationed in the representative office to preside over the daily
work. If he/she is to be absent from the representative office for more than 1 month running, he/she shall designate a special person
to perform the duties on his behalf, and report to the local office dispatched by CIRC in writing.Article 22 A representative office shall, by the end of February in each year, submit a work report of the last year in duplicates to the local
office dispatched by CIRC, and the said dispatched office shall transfer it to CIRC.The work report shall be filled out in line with the format prescribed by CIRC.Article 23 A representative office shall, within 6 months after the end of each accounting year of the foreign insurance institution it represents,
submit the foreign insurance institution’s annual report of the last year respectively to CIRC and the local office dispatched by
CIRC.Article 24 Where the foreign insurance institution represented by a representative office is under any of the following circumstances, the representative
office shall, within 10 days as of the occurrence of the event, submit a written report to CIRC, and meanwhile send a copy to the
local office dispatched by CIRC:(1)The company’s articles of association, registered capital or registered address is modified;(2)The foreign insurance institution is divided or merged or its principal responsible person is changed;(3)The foreign insurance institution is operating at a heavy loss;(4)The foreign insurance institution is penalized due to violation of laws or rules;(5)The relevant competent authority of the country or region where the foreign insurance institution is located takes major supervisory
measures against the said institution; or(6)Other events that heavily impact the foreign insurance institution’s business.Article 25 Where a representative office changes its general representative or chief representative, it shall apply to CIRC, and submit the following
documents:(1)an application letter to the chairman of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution
it represents;(2)a power of attorney of the general representative or chief representative to be appointed, which is signed by the board chairman or
general manager of the foreign insurance institution it represents; and(3)the certificates of identity and academic qualification as well as the resume of the general representative or chief representative
to be appointed.Article 26 Where a representative office is to be cancelled, it shall apply to CIRC, and submit an application letter written to the chairman
of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution it represents.Article 27 Where a representative office intends to change its name, it shall apply to CIRC, and submit an application letter written to the
chairman of CIRC, which is signed by the board chairman or general manager of the foreign insurance institution it represents, and
also submit the relevant certificates on the change of its name.Article 28 Where a representative office is under any of the circumstances prescribed in Articles 25 through 27 of the present Measures and files
an application to CIRC, CIRC shall make a decision on whether to grant the approval within 20 days as of receiving the complete application
documents.CIRC shall issue an approval certificate if it decides to grant the approval; if not, it shall state the reason in writing.Article 29 A representative office may only change its office address within the jurisdiction of the city where it is located.A representative office shall, within 5 days as of the date when its office address is changed, report to the local office dispatched
by CIRC, and submit the telephone and fax numbers of the new office address.Article 30 Where a representative office changes, increases or reduces its representatives, deputy representatives or foreign employees, it shall,
within 5 days as of the date when the persons are changed, increased or reduced, report to the local office dispatched by CIRC, and
submit the certificates of identity and academic qualification as well as the resumes of the appointed staff.Article 31 Where a representative office is changed into a general representative office upon approval, the original representative office shall
be cancelled automatically, and the general representative office shall go through the formalities for industrial and commercial
cancellation of the representative office within 1 month as of the date when CIRC approves the change.Article 32 Where, after the representative office of a foreign insurance institution is cancelled, the general representative office is the only
representative office in China, it shall change itself from general representative office into representative office.The general representative office shall file an application for change to CIRC, and submit an application letter signed by the board
chairman or general manager of the foreign insurance institution it represents. CIRC shall make a decision on whether to grant the
approval within 20 days as of accepting the application letter. CIRC shall issue the approval certificate if it decides to grant
the approval; if not, it shall state the reason in writing.Where a general representative office is changed into a representative office upon approval, the general representative office shall
be cancelled automatically, and the representative office shall, within 1 month as of the date when CIRC approves the change, go
through the formalities for industrial and commercial cancellation of the general representative office.Article 33 Where, after a representative office is cancelled, the foreign insurance institution it represented still has a general representative
office, the said general representative office shall be responsible for the unfinished affairs. If there is no general representative
office, other representative offices of the foreign insurance institution it represented shall be responsible for the unfinished
affairs. If all the representative offices of the foreign insurance institution it represented have been cancelled, the foreign insurance
institution it represented shall be responsible for the unfinished affairs.Article 34 CIRC and its dispatched offices shall carry out daily and annual inspections on the representative offices in accordance with the
law.The contents of daily and annual inspections include:(1)Whether the formalities for the changes in a representative office are complete;(2)Whether the contents of all application documents conform to the actual circumstances;(3)Whether the formalities for appointment or change of the employees in a representative office are complete;(4)Whether any representative office engages in business activities; and(5)Other particulars that CIRC and its dispatched offices consider necessary to be inspected.Chapter IV Legal LiabilitiesArticle 35 Any representative office established without approval by violating the present Measures shall be banned by CIRC in accordance with
the law.Article 36 Whoever violates the present Measures to engage in insurance business activities shall be penalized by CIRC in accordance with the
relevant laws and regulations. Whoever engages in any business activities other than insurance shall be imposed upon a warning by
CIRC, and be imposed upon a fine of not more than 30,000 Yuan, if the circumstance is serious.Article 37 Whoever fails to submit the report or documents required by Articles 22 through 24 of the present Measures shall be given a warning
by the local office dispatched by CIRC, and be ordered to make a correction.Article 38 The employees of a representative office who are directly liable for the violation of the present Measures shall be given a warning
by CIRC in light of the circumstance, and shall be imposed upon a fine of not more than 5,000 Yuan separately or jointly.Article 39 Where a representative office provides any false information or conceals any important fact, it shall be given a warning.Article 40 Whichever office violates other provisions in the present Measures shall be ordered to make a correction; or shall be given a warning,
if it fails to make a correction within the required time.Chapter V Supplementary ProvisionsArticle 41 The present Measures shall be referred to, if the insurance institutions from Hong Kong, Macao or Taiwan region are to establish representative
offices in the Mainland.Article 42 The present Measures shall be referred to, if the foreign insurance institutions are to establish offices in China upon approval of
CIRC.Article 43 Such phrases as “not less than”, “not more than” and “within” mentioned in the present Measures all include the given figure.Article 44 The relevant periods for approval and report as prescribed in the present Measures shall refer to the working days, and not include
holidays.Article 45 The responsibility to interpret the present Measures shall remain with CIRC.Article 46 The present Measures shall come into force on March 1, 2004. The Measures for the Administration of Foreign-Funded Insurance Institutions’
Representative Offices in China promulgated by CIRC on November 26, 1999 shall be repealed simultaneously.

China Insurance Regulatory Commission
2004-01-15

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUES CONCERNING FURTHER STRENGTHENING THE ADMINISTRATION ON THE COLLECTION OF STAMP TAX

State Administration of Taxation

Notice of the State Administration of Taxation on the Issues concerning Further Strengthening the Administration on the Collection
of Stamp Tax

GuoShuiHan [2004] No. 150

January 30th, 2004

The bureaus of local taxation of all provinces, autonomous regions, municipalities directly under the Central Government and cities
directly under the State planning:

Since the stamp tax came into practice in 1988, the local tax organs of all levels have been continuously strengthening the administration
on its collection and have formulated effective measures for collection according to the local conditions, thus ensuring the steady
growth of the income from stamp tax. However, with the establishment and development of the market economy of our country and the
promulgation and implementation of the new Law of the People’s Republic of China on the Administration of Tax Collection (hereinafter
referred to as LATC), some provisions governing the stamp tax can’t meet the actual needs of the administration on tax collection,
thus the discrepancies between these provisions and the LATC are becoming increasingly obvious. With a view to strengthening the
administration on the collection of stamp tax, stopping up the related loopholes, making it convenient for the taxpayers and guaranteeing
the continuous and steady growth of the income from stamp lax, the relevant issues concerning strengthening the administration on
the collection of stamp tax are hereby clarified as follows:

Strengthening the management of the taxable documents subject to stamp tax

The tax organs of all levels shall strengthen the management of the taxable documents subject to stamp tax, ask the taxpayers to establish
a uniform register of taxable documents subject to stamp tax, and ensure the timely, accurate and complete registration of various
taxable documents. With respect to an entity with numerous taxable documents or with several departments that may sign taxable documents
with other entities, the competent tax organ shall ask it to formulate the measures for the management of the registration of taxable
documents in light of the actual circumstances. A taxpayer shall, if possible, specify a special department or a special person to
be responsible for the management of the taxable documents.

In accordance with the Detailed Rules for the Implementation of the Law of the People’s Republic of China on the Administration of
Tax Collection, the taxable documents subject to stamp tax shall be preserved for 10 years.

Perfecting the measures for the regular aggregate payment of stamp tax

The tax organs of all levels shall strengthen the tax management of the entities subject to regular aggregate stamp tax, issue a regular
aggregate payment license to the entities upon approval and determine the time limit for the regular aggregate payments. In the meanwhile,
the tax organs shall require the taxpayers to regularly submit the statements on the regular aggregate payments for stamp tax, and
regularly examine the taxpayers’ aggregate payments for stamp tax.

Strengthening the management of the commission agents of the stamp tax

The tax organs of all levels shall strengthen the management of the payments of the tax stamps sold by the commission agents, and
shall conduct a thorough inspection over the sale of the tax stamps within their respective jurisdictions. Where a commission agent
violates the provisions governing the commissioned sale of tax stamps, it/he shall be disqualified from selling the tax stamps in
light of the seriousness of the circumstances. Any act of a commission agent that affects the sale of the tax stamps shall, once
found out, be corrected in good time.

A tax organ shall, in light of the actual local circumstance, choose some entities or individuals that have a perfect and standard
management system and a rather reliable credit standing to sell the tax stamps as commission agents, and shall often guide, examine
and supervise their work.

Verification of the collection of stamp tax

Pursuant to Article 35 of the LATC and the features of the sources of the stamp tax, and with a view to strengthening the management
of the collection of stamp tax, under any of the following circumstances, the local tax organ may verify the base for the taxpayer’s
payable stamp tax:

(1)

The taxpayer fails to establish a register for the taxable documents subject to stamp tax, or failing to register faithfully or keep
properly the taxable documents subject to stamp tax;

(2)

The tax base for the payable stamp tax is obviously low due to the taxpayer’ refusal or failure to faithfully provide taxable documents
subject to stamp tax;

(3)

The taxpayer adopts the way of paying the aggregate stamp tax regularly, but fails to submit statements on the regular aggregate payments
for stamp tax to the local tax organ within the time limit as required by the tax organ; after admonished by the latter to submit
the statements within a time limit, the taxpayer still fails to do so or the local tax organ has found out in its examination that
the former has failed to make regular aggregate payments for stamp tax.

A local tax organ shall, when verifying the collection of stamp tax, issue to the taxpayer a notice on the verification of the collection
of stamp tax, in which it shall specify the base of stamp tax and the time limit for the tax payments.

A local tax organ shall, when verifying the collection of stamp tax, according to the taxpayer’s actual income from production and
business operations and by referring to the previous information on the taxpayer’s payments for stamp tax and the contract conclusion
in the same trade, determine a scientific and reasonable amount or proportion as the base for the payments of stamp tax.

The tax organs of all levels shall gradually establish basic stamp tax database, which shall cover the information of the collection
of stamp tax in different trades and the relevant materials of different taxpayers, shall determine a scientific and reasonable assessment
model, and shall ensure that the collection be verified in time, accurately, fairly and reasonably.

The local tax organs of all provinces, autonomous regions, municipalities directly under the Central Government and cities directly
under the State planning may, in light of the requirements of the present Notice and their respective actual circumstances, formulate
measures for the verification and collection of stamp tax, specifying the scope of the taxable documents subject to stamp tax, the
basis for the verification, the time limit for the tax payments and the verification amount or proportion, etc., and shall report
them to the State Administration of Taxation for archival purposes.

State Administration of Taxation
2004-01-30

MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE SUPERVISION OF PROCESSING TRADE GOODS

the General Administration of Customs

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

No.113

The Measures of the Customs of the People’s Republic of China on the Supervision of Processing Trade Goods, which were approved after
deliberation at the executive meeting of the Administration on January 7th, 2004, are hereby promulgated and shall come into force
as of April 1st, 2004.

Mu Xinsheng, the Director of the General Administration of Customs

February 26th, 2004

Measures of the Customs of the People’s Republic of China on the Supervision of Processing Trade Goods

Chapter I General Provisions

Article 1

In order to promote the healthy development of processing trade, and to regulate the customs’ administration of processing trade goods,
the present Measures are formulated in accordance with the Customs Law of the People’s Republic of China and other relevant laws
and administrative regulations.

Article 2

The present Measures apply to the formalities for the filing for records, import and export customs declaration, processing, supervision,
and the verification and writing-off of processing trade goods.

The filing for records, import and export customs declaration, processing, and the verification and writing-off of goods under processing
trade shall be conducted through paper documents and electronic data.

Article 3

Meaning of the following terms used herein:

The term “processing trade” refers to the business activities in which the operating enterprise imports all or part of the raw or
ancillary materials, spare parts, components, and packaging materials (hereinafter referred to as materials), and after processing
or assembling, re-exports the finished products. It includes processing of supplied materials and processing of imported materials.

The term “processing of supplied materials” refers to the business activities in which the imported materials are supplied by the
overseas enterprise, and the operating enterprise need not pay foreign exchange for the import, but just carries out processing or
assembling in accordance with the requirements of the overseas enterprise, and charges for the processing, with the finished products
being marketed by the overseas enterprise.

The term “processing of imported materials” refers to the business activities in which the operating enterprise pays foreign exchange
for the import, and exports the finished products.

The term “goods under processing trade” refers to the imported materials, and finished processed products under processing trade,
as well as the leftover materials, inferior products, and byproducts generated during the processing, etc.

The term “processing trade enterprises” shall include the operating enterprises and processing enterprises that have been registered
with the customs.

The term “operating enterprise” refers to the various kinds of import and export enterprises and foreign-funded enterprises that conclude
the contracts of processing trade import and export with foreign parties, as well as the foreign processing and assembling service
companies that have obtained the license for processing of imported materials upon approval.

The term “processing enterprise” refers to the manufacturing enterprises that, upon entrustment by the operating enterprises, assume
the processing or assembling of the imported materials and that have the status of legal person, as well as the factories without
the status of legal person established by the operating enterprises, but employing relatively independent accounting and having obtained
the business certificate (license) of industry and commerce.

The term “unit consumption quantity” refers to the quantity of the imported materials consumed per finished export product by the
processing trade enterprise under normal production conditions, and it is referred to as “unit consumption” for short.

The term “deep processing and transfer” refers to the business activities in which the processing trade enterprise transfers the products
processed by using bonded imported materials to another processing trade enterprise for further processing and re-export.

The term “undertaking enterprise” refers to the production enterprise that concludes the processing contract with the operating enterprise
and undertakes the outward processing operations entrusted by the operating enterprise. The undertaking enterprise must register
with the customs and have the corresponding production capacity.

The term “outward processing” refers to the act of the processing trade enterprise to, as a result of the restriction of its own production
operations and upon approval of the customs and after finishing the relevant formalities, entrust the undertaking enterprise to process
a certain operation procedure with respect to the processing trade goods, and transport back the processed goods back to the operating
enterprise within a prescribed time limit for final re-export.

The term “inspection” refers to the act of the customs to check and verify whether the processing and production capacity, as well
as the import, transport, storage, processing, assembling, assignment, transfer, sale or export of processing trade goods, etc.,
declared by the processing trade enterprise conform to the facts and are in compliance with the relevant laws, administrative regulations
and rules, through such methods as verification of data, examination of documents, verification of goods against the relevant account
books, etc.

The term “verification and writing-off” refers to the act of the customs, at the application of the processing trade operating enterprise
for lift of control after completing the formalities for re-export or domestic sale etc., to lift the control if the application
of the operating enterprise is genuine and complies with the relevant laws, administrative regulations and rules upon examination
and inspection.

Article 4

Except there being other provisions by the State, if the imported materials under processing trade fall within import restrictions
imposed by the State, the operating enterprise shall be exempted from submitting the import license to the customs; if the finished
export products of processing trade fall within the export restrictions imposed by the State, the operating enterprise shall submit
the export license to the customs.

Article 5

Where the imported materials under processing trade are among those under bonded supervision, the customs shall, after the finished
goods are exported, make verification and writing-off according to the verified quantity of the goods actually processed and exported.
Where taxes are collected in advance pursuant to the provisions, the customs shall, after the finished goods are exported, return
the collected taxes according to the verified quantity of the goods actually processed and exported.

Where export customs duties shall be levied on the export products under processing trade, the customs shall collect the export customs
duties pursuant to the relevant provisions.

Article 6

The customs shall apply the system of guarantee with respect to processing trade goods pursuant to the provisions of the State.

Article 7

Processing trade goods may not be mortgaged, pledged, or placed under lien.

Article 8

The customs may, according to the needs of supervision, make inspections over the processing trade enterprises, which shall render
cooperation. Customs inspections shall not affect the normal business activities of the enterprises.

Article 9

Processing trade enterprises shall, in accordance with the Accounting Law of the People’s Republic of China and the relevant laws,
administrative regulations and rules of the State, establish account books, statements, and other relevant documents that comply
with the requirements of customs supervision to record the information of import, storage, assignment, transfer, sale, processing,
use, wearing-off, and export, etc., relating to its processing trade goods, keep accounts and make assessments on the basis of legal
and valid certificates.

A processing trade enterprise shall, pursuant to the provisions, submit to the customs the annual statements of the business operations
of the previous year and other relevant documents.

Chapter II Putting Processing Trade Goods on File

Article 10

An operating enterprise shall go through the formalities for putting processing trade goods on file with the customs of the place
where the processing enterprise is located.

Where the operating enterprise and the processing enterprise are not within the jurisdiction of the same customs directly under the
General Administration of Customs (GAC), the formalities for putting goods on file shall be carried out pursuant to the provisions
of the customs on the administration of processing trade in different places.

Article 11

When going through the formalities for putting processing trade goods on file, an operating enterprise shall faithfully report the
trade method, unit consumption, ports of import and export, as well as the commodity names, commodity numbers, specifications and
types, prices, and origins, etc., of the imported materials and export products.

Article 12

When going through the formalities for putting processing trade goods on file, an operating enterprise shall submit the following
documents:

Valid documents issued by the competent authority approving the operation of processing trade;

Certificate of Production Capacity of Processing Enterprise in Processing Trade issued by the competent authority, if the operating
enterprise itself has the capacity of processing;

Contract of entrusted processing and the Certificate of Production Capacity of Processing Enterprise in Processing Trade of the processing
enterprise issued by the competent authority, if the operating enterprise entrusts the processing to the processing enterprise;

Contract concluded by the operating enterprise with the foreign party; and

Other certificates and materials that the customs deems necessary to be submitted.

Article 13

If the documents are complete and valid and comply with Articles 10 to 12 herein upon examination by the customs, the customs shall
put the record on file within 5 workdays from the day of receipt of the application filed by the enterprise, and shall issue the
manual of processing trade.

Where it is necessary to handle the formalities for guarantee, the customs shall issue the manual of processing trade after the operating
enterprise finishes the formalities for guarantee pursuant to the provisions.

Article 14

Under any of the following circumstances, the customs shall refuse to put the record on file and notify the operating enterprise in
writing:

The imported materials or export products fall within those prohibited by the State from import and export;

The products to be processed fall within those prohibited by the State from being processed and produced within China;

The imported materials are those for which the customs is unable to apply bonded supervision;

The operating enterprise or processing enterprise is one that is not permitted to carry out processing trade as provided for by the
State; or

The operating enterprise applies to the customs for filing for record without reporting and surrendering the manual of processing
trade, upon its expiration, to the customs within the prescribed time lime.

Article 15

Where the operating enterprise or processing enterprise is under any of the following circumstances, the customs may put on record
for it after the operating enterprise provides guarantee of the same value as that of the payable taxes or provides a letter of indemnity
from the bank;

Being suspected of smuggling or rule breaking, and the customs has put the case on file for investigation and the case has not been
concluded yet; or

Being required by the customs to make rectification as a result of poor management and the rectification has not ended yet.

If the operating enterprise or processing enterprise is under any of the following circumstances and the customs has good reason to
believe that there is high risk in supervision, the customs may handle the case by analogy with the preceding paragraph and notify
the relevant enterprise in writing:

Leasing the factory or equipment;

Engaging in the processing trade for the first time;

Having applied for an extension of the Manual of Processing Trade for twice or more; or

Having filed for a record of processing trade in different places.

Article 16

Where the customs has found that the documents submitted by the operating enterprise for putting on record processing trade goods
are not in conformity with the facts, it shall deal with the case pursuant to the following provisions:

Where the goods have not been imported, the customs shall write off the record thereof; or

Where the goods have been imported, the enterprise may apply for returning them or may continue to perform the contract after providing
the customs with a cash deposit of the same value as that of the payable taxes or providing a letter of indemnity from the bank.

Article 17

An operating enterprise that has put on record the processing trade goods may apply to the customs for the sub-volume or follow-up
volume of the Manual of Processing Trade.

Article 18

Where there is any alteration in the record of the processing trade goods, the operating enterprise shall go through the formalities
for alteration within the valid term of the manual of processing trade. Where it is necessary to report to the original examining
and approving organ for approval, such a report shall be made.

Chapter III Import, Export and Processing of Goods Under the Processing Trade

Article 19

Where an operating enterprise imports goods under processing trade, it may either import them from foreign counties, areas under special
supervision by the customs, or bonded warehouses, or transfer them into China by way of deep processing and transfer. Where an operating
enterprise exports goods under processing trade, it may export the goods to foreign countries, areas under special supervision by
the customs, or bonded warehouses, or transfer them out of China by way of deep processing and transfer.

Article 20

An operating enterprise shall make import and export customs declaration of processing trade goods by taking with it such relevant
documents as the manual of processing trade, and the special customs declaration form for import and export processing trade goods,
etc.

Article 21

The goods imported and exported by operating enterprises by way of processing trade shall be included in the customs statistics.

Article 22

An operating enterprise, upon approval of the competent authority, may carry out deep processing and transfer, and shall go through
the relevant formalities pursuant to the provisions of the customs on the administration of deep processing and transfer of processing
trade goods.

Article 23

An operating enterprise may carry out outward processing business upon approval of the customs. Outward processing trade shall be
carried out within the valid term of the manual of processing trade.

When contracting out the processing trade, an operating enterprise may not sell the processing trade goods to the undertaking enterprise.
The undertaking enterprise may not contract the processing of the processing trade goods to any other enterprise again.

Article 24

An operating enterprise shall transport back to itself such processing trade goods as the finished products, leftover materials, residual
materials, inferior products, and byproducts, etc., generated in the outward processing.

Article 25

Under any of the following circumstances, the customs shall not approve the outward processing operation:

The operating or undertaking enterprise is suspected of smuggling or rule breaking, and the case has been put on file by the customs
for investigation and has not been concluded;

The operating enterprise contracts the major operation out to others for processing; or

The management of production and operation of the operating enterprise or undertaking enterprise is not in conformity with the requirements
of customs supervision.

Article 26

The operating enterprise and undertaking enterprise shall both subject themselves to the customs supervision. The operating enterprise
shall, in accordance with the customs requirements, faithfully report the consignment, processing, unit consumption, and storage,
etc., of the goods contracted out for processing.

Article 27

In the case of urgent need for the processing of export goods, the operating enterprise may, upon ratification of the customs, interchange
bonded materials with non-bonded materials.

The interchange between bonded materials with non-bonded materials shall be limited to the same enterprise, and shall stick to the
principle of being the same type, same specification, same quantity, and not for profit.

Bonded imported materials for processing of supplied materials may not be interchanged with non-bonded materials.

Article 28

If the operating enterprise must use some non-bonded materials due to the needs of processing techniques, it shall first faithfully
declare to the customs the proportion, category, specification, type, and quantity of the non-bonded materials to be used, and the
customs shall write off those non-bonded materials from the total materials consumed for the export products.

Article 29

Where an operating enterprise needs to return to or change the imported materials with the original supplier as a result of quality
problem, or non-conformity of the imported materials with the specification or type with that stipulated in the contract, it may
go through the formalities for customs declaration directly with the port customs. Bonded imported materials that have already been
processed may not be returned or changed.

Chapter IV Verification and Writing-off of Processing Trade Goods

Article 30

The operating enterprise shall process and re-export the imported materials within the prescribed time limit, and shall report to
the customs for verification and writing-off within 30 days from the day of export of the last batch of finished products under the
Manual of Processing Trade or the day of expiration of the Manual of Processing Trade.

Where the contract concluded by an operating enterprise with the foreign party is terminated before expiration, the enterprise shall
report to the customs for verification and writing-off within 30 days from the day of termination of the contract.

Article 31

The operating enterprise shall, when reporting for verification and writing-off, faithfully declare the information about the imported
materials, the finished products, for export leftover materials, residual materials, inferior products, byproducts, and unit consumption,
etc, and shall submit to the customs the Manual of Processing Trade, the special customs declaration form for import and export of
processing trade goods, as well as the other documents that the customs requires.

Article 32

The customs shall accept the report for verification and writing-off if the documents are complete and valid upon examination. If
the customs rejects the application, it shall notify the enterprise of the reasons in writing, and the enterprise shall report for
verification and writing-off again pursuant to the provisions.

Article 33

The customs may make the verification and writing-off through paper documents or electronic data, and may go to the factories to make
inspections if necessary, and the enterprise shall render cooperation.

The customs shall make the verification and writing-off within 30 days from the day of the acceptance of the report. Where it is necessary
to extend the period due to special circumstances, it may be extended for 30 days upon approval of the director of the customs directly
under the GAC or the director of the subordinate customs authorized thereby.

Article 34

Where the imported materials or finished products under processing trade are instead sold on the domestic market due to certain reasons,
the customs may, on the strength of the valid document of approval for domestic sale issued by the competent authority, collect taxes
on the bonded imported materials according to law and collects additional interest for late tax collection. Where the imported materials
fall within the import restrictions imposed by the state, the operating enterprise shall also submit the import license to the customs.

Article 35

Where the operating enterprise returns the imported materials under processing trade out of China, the customs shall make the verification
and writing-off on the strength of the relevant certificate of returning.

Where the operating enterprise abandons the processing of goods upon approval of the customs, the provisions of the customs on the
administration of abandoned import goods shall be followed. And the customs shall make the verification and writing-off on the strength
of the relevant certificates of acceptance of the abandoning.

Article 36

The leftover materials, residual materials, inferior products, and byproducts generated by the operating enterprise in the production
process, and the bonded goods suffering losses from disasters shall be dealt with in accordance with the provisions of the customs
on the administration of such materials and goods. The customs shall make the verification and writing-off on the strength of the
relevant documents.

Article 37

If an operating enterprise loses its manual of processing trade, it shall report to the customs in good time.

The customs shall write off the lost manual of processing trade after handling the case in accordance with the relevant provisions.

Article 38

With respect to the Manual of Processing Trade that is allowed to write off upon verification, the customs shall issue the Notification
of the Conclusion of Verification and Written-off to the operating enterprise.

Article 39

Where the operating enterprise has provided guarantee, the customs shall discharge the guarantee pursuant to the provisions after
the verification and writing-off is concluded.

Article 40

The records of processing trade goods and the written-off documents shall be kept for 3 years from the day of conclusion of the verification
and writing-off of the manual of processing trade.

Article 41

Where a processing trade enterprise is split, merged, or becomes insolvent, it shall report to the customs in good time and finish
the customs formalities.

Where the processing trade goods are sealed by the people’s court or the relevant law enforcement department, the processing trade
enterprise shall report to the customs within 5 workdays from the day of the sealing of those goods.

Chapter V Legal Liabilities

Article 42

If any party, in violation of the provisions hereof, commits smuggling or any other acts against customs control, the customs shall
deal with the offender in accordance with the relevant provisions of the Customs Law of the People’s Republic of China and the Implementation
Rules of Administrative Punishment of the Customs Law of the People’s Republic of China. And if a crime has been constituted, the
offender shall be subjected to criminal liabilities.

Chapter VI Supplementary Provisions

Article 43

Where a bonded factory carries out processing trade, the provisions on the administration of bonded factories in the processing trade
shall be followed.

Article 44

Where a bonded group in the processing of imported materials carries out processing trade, the provisions of the customs on the administration
of bonded groups in the processing of imported materials shall be followed.

Article 45

Where a processing trade enterprise subject to computer network supervision carries out processing trade, the provisions of the customs
on the administration of computer network control of processing trade enterprises shall be followed.

Article 46

Where a processing trade enterprise carries out processing trade in such areas under special customs supervision as bonded zones or
export processing zones, the provisions of the customs on the administration of areas under special customs supervision such as bonded
zones and export processing zones shall be followed.

Article 47

The declaration and verification of unit consumption shall be carried out in accordance with the provisions of the customs on the
administration of unit consumption of processing trade.

Article 48

Separate provisions shall be formulated with respect to the administration of the tax refund by the customs after the export of processing
trade goods on which taxes have been collected upon import.

Article 49

The power to interpret the present Measures shall remain with GAC.

Article 50

The present Measures shall come into force as of April 1st, 2004.

the General Administration of Customs
2004-02-26

CIRCULAR ON ISSUES CONCERNING THE JOINT ANNUAL INSPECTION AND COMPREHENSIVE PERFORMANCE EVALUATION OF OVERSEAS INVESTMENT IN 2004

Ministry of Commerce, State Administration of Foreign Exchange

Circular on Issues concerning the Joint Annual Inspection and Comprehensive Performance Evaluation of Overseas Investment in 2004

Shanghehan [2004] No.6

March 18, 2004

The Foreign Trade and Economic Commissions (Offices or Bureaus), Departments (Bureaus) of Commerce of all provinces, autonomous regions,
municipalities directly under the central government, cities separately listed in the state budgetary planning, and branches/foreign
exchange authorities of the State Administration of Foreign Exchange in provinces, autonomous regions, municipalities directly under
the central government, and Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo, the State Tobacco Monopoly Administration, and all companies
directly under the central government:

In 2003, all local commerce authorities, local foreign exchange authorities and headquarters of companies directly reporting to the
central government (hereinafter referred to as the annual inspectors), on the basis of close coordination and cooperation as well
as efforts to overcome the impacts of the SARS epidemic, carried out the first joint annual inspection and comprehensive performance
evaluation of overseas enterprises set up by Chinese corporations with their direct investment. Anticipated effect was achieved.
Experience shows that the joint annual inspection mechanism has played an important role in reinforcing and perfecting the macro
supervision and regulation of Chinese overseas investment, which therefore should be carried on. However, there still existed some
deficiencies in the joint annual inspection in 2003. For example, a few provincial and municipal investors did not pay enough attention
to the inspection and failed to fulfill their obligation of being supervised and regulated, which was manifested by the fact that
some overseas enterprises did not take part in the inspection as they were not dually informed by their domestic investors.

As the joint annual inspection and comprehensive performance evaluation in 2004 will soon start, all annual inspectors are kindly
requested to be fully and carefully prepared On the basis of the overall experience of 2003, the annual inspection and comprehensive
performance evaluation in 2004 is expected to be more successful. In view of the problems occurred last time, we have made some adjustments
to the procedure and content of the joint annual inspection in 2004. Issues relating to the joint annual inspection in 2004 are publicized
as follows:

Annual Inspectees

All overseas enterprises that were established by Chinese investors prior to January 1, 2002 with their direct investment, through
acquisition or equity purchase (except for overseas companies being set up by aid fund provided by the Chinese government, in countries
and regions without diplomatic ties with China, or in the financial sector) shall take part in the annual inspection and performance
evaluation.

Those overseas enterprises being set up between Jan 1st, 2002 and Dec 31st, 2003, by aid fund to foreign countries or regions, or
in countries and regions with no diplomatic relations with China are only required to submit Form 1, Form 2 and Form 4 provided in
the Annual Inspection Report> , the financial statements for overseas enterprises, the foreign exchange registration paper for overseas
investment or other documents certifying the approval of foreign exchange for overseas investment (Written explanations are required
in case of failure to present the above documents).

The annual inspectors should give enough publicity to the annual inspection; inform all domestic investors to attend the joint annual
inspection 2004 in time through releasing public notices at local media. They are also required to, based on information about the
2003 inspection and their own database, carefully check up the attendance of administered companies with focuses on those that have
completed the overseas investment approval procedures and foreign exchange registration procedures but did not duly attend the 2003
inspection.

Annual inspection Date: Apr 1st – Jun 15th, 2004

Annual inspection documents:

(1)

Due to some changes in the procedures and contents of the joint annual inspection, adjustments are also made to the Annual Inspection
Report accordingly. Investors may download the new from the website of the Ministry of Commerce (www.mofcom.gov.cn) or that of the State Administration of Foreign Exchange (www.safe.gov.cn),
print it on A4 paper, fill it according to the actual information of the overseas enterprise, and submit it in 3 copies.

(2)

Those enterprises which had attended the 2003 ion and attained the Annual Inspection Certificate shall submit one copy of the Annual
Inspection Report and the (3)

Those overseas enterprises which for the first time attend the joint annual inspection shall submit one copy of the Annual Inspection
Report to the local authorities in charge of commerce affairs or headquarters of enterprises directly under the central government,
and another copies together with the financial statements of the overseas enterprises and the foreign exchange registration documents
for overseas investment to the local foreign exchange authorities. Should domestic investors enable to provide the foreign exchange
registration documents for overseas investment, they may present such other documents certifying the approval of foreign exchange
for overseas investment as the written reply from the foreign exchange authority concerning the sources of foreign exchange after
their examination and approval letter concerning the purchase and remittance of foreign exchange. All the above documents shall be
submitted as annexes. Written explanations are needed in case of failure to provide any documents.

Annual inspection procedures for the local foreign exchange authorities.

Local foreign exchange authorities shall, within 15 days after receiving complete annual inspection documents from domestic investors,
carry out the annual inspection following procedures listed below:

(1)

Auditing Form 2 and Form 4 of the Annual Inspection Report. With regard to Form 2, focus of the examination should be put on the authenticity
and validity of the foreign exchange approval for overseas investment based on their working files. The examination of Form 4 shall
be focused mainly on whether the figures filled in by the investors accord with the overseas enterprises’ financial statements.

(2)

Grading the inspectees according to the examination result of the inspection documents and the grading standard, filling the grades
in the Column of ” Comment of the Foreign Exchange Authority” in Form 5 of the Annual Inspection Report, and stamping the Seal of
Approval for Capital Account Foreign Exchange Business (2)” in the “Annual Inspector” Column. All branches of the foreign exchange
administration may authorize the central branches to complete the preliminary audit and grading of the annual inspection documents
presented by enterprises under their jurisdiction according to the actual situation of their localities. Branches and central branches
of the foreign exchange administration re-check the result of the preliminary audit and stamp the Seal of Approval for Capital Account
Foreign Exchange Business (2)” in the “Annual Inspector” Column.

(3)

One copy of the Annual Inspection Report will be handed back to the investor, who shall transmit it to the local foreign exchange
administration or the headquarter of the enterprise directly under the central government. Other documents shall be kept on file.

Annual inspection procedures for the local commerce authorities or the headquarters of enterprises directly under the central government.

After receiving the Annual Inspection Report from the foreign exchange authority, the local commerce authorities or the headquarters
of enterprises directly under the central government carry out the annual inspection following the procedures listed below:

(1)

Evaluate the performance of the overseas enterprises by using the comprehensive overseas investment performance evaluation software.
Multiply the score by 50% to get the final result for filling in the Column of “Overseas Investment Performance” in Form 5. The year
for comprehensive performance evaluation shall be filled in as 2004.

(2)

Undertake the evaluative work of overseas enterprises originally done by the Chinese diplomatic missions abroad in charge of economic
and commercial affairs. The contents and standard will be simplified to: 1 Check, whether the overseas enterprises are established
and running well (the full mark is 6); 2. Check whether there exist serious problems in the operation of the overseas enterprises
(the full mark is 4). The local commerce authorities or the headquarters of enterprises directly under the central government shall
carry out investigations seriously and make objective evaluations. The overseas Chinese diplomatic missions in charge of economic
and commercial affairs may be consulted when necessary.

(3)

Fill the above scores (cumulative total of 10) and the score (cumulative total of 20) for the performance of the investor and its
overseas enterprise in complying with China’s provisions concerning overseas investment in the Column of “Comment of the Local Commerce
Authority or Headquarter of Enterprise Directly under the Central Government” in Form 5 of the Annual Inspection Report. The highest
score for the Column shall be changed to 30 accordingly.

(4)

Fix the annual inspection grade of the overseas enterprises according to their total score and record the grade on the Annual Inspection
Certificate with the special Annual Inspection Seal stamped on, then give the Annual Inspection Certificate to the investors.

(5)

After the annual inspection work is finished, email the data files composed by the overseas investment comprehensive performance evaluation
system to the Ministry of Commerce at pengnanfeng@mofcom.gov.cn ; and then email the annual inspection result (the grade of overseas
enterprises) to the Ministry of Commerce at lijian@mofcom.gov.cn.

Sum-up of the annual inspection work

On the basis of the inspection result, the annual inspectors shall carefully summarize relevant information of overseas investment
and draft the annual inspection work report. The local commerce authorities or headquarters of enterprises directly under the central
government shall submit their work report to the Ministry of Commerce before Jun 30th, 2004. The local foreign exchange authorities
shall submit their work report and the Basic Information Sheet of the Joint Annual Inspection of Overseas Investment (which may be
downloaded from the website of SAFE: www.safe.gov.cn) to State Administration of Foreign Exchange before Jun 30th, 2004.

The Cross-check and sharing of annual inspection data

The local commerce authority and foreign exchange authority shall provide to each other and cross check the annual inspection data
summary.

Management of Archives

Relevant documents in the 2003 and 2004 annual inspections shall be kept in the domestic investors’ corresponding files under the
category of overseas enterprise or that of foreign exchange for overseas investment, and managed by the local commerce authorities
and foreign exchange authorities. All written documents will be kept for as long as 3 years.

Punishments to Enterprises not Attending the Inspection

After the annual inspection is completed, the local commerce authorities and foreign exchange authorities shall focus on penalizing,
according to relevant provisions, those investors within their jurisdiction that are involved in unlawful overseas investment or
failure to fulfill their obligation of being supervised and regulated. Domestic investors that have gone through foreign exchange
registration procedures for overseas investment, or approval procedures for the establishment of overseas enterprises, but did not
take part in the 2004 annual inspection, shall be dealt with differently depending on their specific circumstances. Refer to Annex
1 for the detailed principles for dealing with these enterprises.

10.

Make-up Examination and Approval Procedures

Those domestic investors that have invested abroad without duly going through domestic approval procedures can apply for make-up examination
and approval to the local commerce authority and foreign exchange authority after participating in the 2004 joint annual inspection
and comprehensive performance evaluation. The Annual Inspection Certificate for the concerned year shall be attached in the application.
Refer to Annex 2 for the specific make-up examination and approval procedures for the establishment of overseas enterprises.

11.

For questions concerning the 2004 joint annual inspection, please contact (the Department of Foreign Economic Cooperation of) the
Ministry of Commerce, or (the Department of Capital of) the State Administration of Foreign Exchange. Contact person: (Ministry of
Commerce) Lijian and Pengnanfeng Telephone : 010-65197482 Fax : 010-65197481 ; (State Administration of Foreign Exchange) Ma Shaobo
and Feng Yanqiu Telephone : 010-68402252 Faxes: 010-68402253.

The Circular is hereby publicized.

Annexes:

Principles for Dealing with Enterprises not Attending the Annual Inspection

Make-up Procedures of Domestic Authorities for the Establishment of Overseas Enterprises

Basic Information Sheet of the Joint Annual Inspection of Overseas Investment (omitted)

Annual Inspection Report (omitted)

Annex 1:Principles for Dealing with Enterprises not Attending the Annual Inspection

For those overseas enterprises which have been liquidated or withdrawn their overseas staffs and stopped any substantive business
activities though unliquidated, the local commerce administration shall nullify their approval certificates, while the local foreign
exchange authority shall cancel their foreign exchange registration records for overseas investment and urge them to transmit their
income after liquidation or remaining assets back to China. When going through procedures to cancel foreign exchange registration
records, domestic investors shall deliver the following documents: a written application; liquidation report should the concerned
overseas enterprises be liquidated; financial statements should the overseas enterprises have withdrawn their overseas staffs and
stopped their substantive business activities but have not been liquidated.

For those overseas enterprises which still have not started any business activities after completing the approval procedures for the
establishment of overseas enterprises for 2 years, no local commerce administrations shall handle formalities to extend the validity
of their approval certificates. The local foreign exchange authorities shall cancel their foreign exchange registration records for
overseas investment.

For those overseas enterprises which have not attended the 2004 annual inspection unjustifiably, the local commerce administrations
and foreign exchange authorities shall keep a close watch on them, list these overseas enterprises and their corresponding domestic
investors, and copy the list to the Ministry of Commerce and State Administration of Foreign Exchange. The competent authorities
in charge of commercial affairs and foreign exchange shall grant no overseas investment related preferential policies to them within
3 years starting from the year when the enterprises should have attended the inspection. Before their misconducts are settled, approval
will not be granted to any of their new overseas investment.

Annex 2:Make-up Procedures of Domestic Authorities for the Establishment of Overseas Enterprises

For those overseas enterprises which have completed the procedures for the registration of foreign exchange for overseas investment,
but which have not gone through approval procedures for the establishment of overseas enterprises, the commerce authorities shall
give them an opportunity to go through the make-up procedures for the approval of the establishment of overseas enterprises according
to relevant regulations, and copy the approval documents to the competent authority in charge of foreign exchange.

For those overseas enterprises which have got the approval for the establishment of overseas enterprises but have not gone through
the procedures for the registration of foreign exchange for overseas investment, the foreign exchange authorities shall give them
an opportunity to go through the make-up registration procedures in line with the provision of the Circular of the State Administration
of Foreign Exchange on Issues concerning Deepening the Reform on the Administration of foreign exchange for Overseas Investment (Huifa
[2003] No. 120).

Those overseas enterprises which have gone through neither the approval procedures for the establishment of overseas enterprises nor
the procedures for the registration of foreign exchange for overseas investment, shall apply to the commerce authorities for their
approval of the establishment of overseas enterprises first, and then to the foreign exchange authorities for going through the procedures
for the registration of foreign exchange for overseas investment. In case more fund needs to be remitted abroad to the overseas enterprise
to expand its capital base, before applying to the commerce authority for its approval of establishment of the overseas enterprise,
the domestic investor shall first go to the foreign exchange authority for its examination of the sources of foreign exchange for
overseas investment.

Ministry of Commerce, State Administration of Foreign Exchange
2004-03-18

CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON LIQUIDATING FIXED ASSET INVESTMENT PROJECTS

The General Office of the State Council

Circular of the General Office of the State Council on Liquidating Fixed Asset Investment Projects

Guo Ban Fa [2004] No.38

People’s Governments in all provinces, autonomous regions, municipalities under direct control of the Central Government, all Ministries
and Commissions under the State Council, and Organizations directly under the State Council:

At present, China’s economy maintains a steady and rapid development, accompanied with a further-enhanced economic effectiveness and
a good overall economic performance. However, some salient contradictions and problems during the economic development remain ineffectively
relieved, some of which are still growing unchecked, mainly in the overheated and oversized investment in fixed assets, and the salient
tension between demand and supply in coal, electricity, petroleum, transportation and important raw materials.

At present, efforts shall be put forth in solving the problem of overheated investment so as to promote the steady and rapid development
of economy and to avoid large economic fluctuations. In order to further strengthen the macroeconomic regulation, the State decides
to liquidate the fixed asset projects.

Guiding Thought and Principle

The liquidation work shall carry out the scientific development concept, and all are required to unify their thoughts to the decision
of arrangement of the Central Government, fully aware of the problem of overheated investment and its harmful influences. All the
regions and all the authorities are shall, though this liquidation, replace their attentions to the enhancement of the quality and
benefit of the economic growth, and firmly surmount the phenomena of blind competition with each other, rash launching of projects
and rash putting up establishments.

The liquidation shall be conducted in accordance with the current laws, administrative regulations and state policies, and mainly
with the national industrial policies and industrial program, the laws and regulations governing land administration, environmental
protection, bank loaning, project examination and approval etc., and the circulars of the State on controlling the construction of
steel, electrolytic aluminum, cement, the office buildings training centers of the Party and government authorities, city express
track transportation facilities, golf course etc.. Measures shall be adopted towards a project that fails to be in line with these
requirements, such a project as should be discontinued shall be discontinued, and such a project as should be redressed within a
time limit shall be redressed within the time limit.

The liquidation work shall be subject to the principle of giving prominence to key points, providing guidance tailored to the situation,
and handling each case on its own merits. Importance shall be attached to the structural readjustment while curbing the overheated
investment. Such projects as have low technological contents, exceed the demand of market, and fail to be in line with the requirements
of structural readjustment, and especially those highly energy-consuming, water-consuming, material-consuming, environment-polluting
projects of haphazard investment and low-level redundant construction shall be firmly contracted. The liquidation of the project
promoted by governmental activities shall be strengthened, and the project that has a high technological content and is in line with
the requirements of structural readjustment, and supports shall continually be granted to agriculture, forestry, water conservancy,
ecological construction environmental infrastructure, social programs and other projects in weaker fields that need to be strengthened.

The liquidation work shall be carried out in accordance with the affiliation of the project. The National Development and Reform Commission
shall be responsible for the organization work of the liquidation, and shall, together with the Ministry of Supervision, the Ministry
of Land and Resources, the Ministry of Construction, the People’s Bank of China, the National Audit Office, the State Environmental
Protection Administration, the China Banking Regulatory Commission etc., strengthen the supervision and examination of the liquidation
in accordance with their own division of work.

II.

Liquidation Scope

All regions, all authorities and all related authorities shall conduct a comprehensive examination and liquidation of all the projects
under construction and projects to be constructed. The “project under constriction” as mentioned above refers to such a project as
is already started, and the “project to be constructed” as mentioned above refers to such a project as is already applied for by
a project unit, as is under the handling of the governmental authorities and as is not started yet.

The key areas subject to liquidation: 1 projects of steel, electrolyte aluminum, cement, office building and training centers of the
Party and government authorities, city express track transportation facilities, golf course, exhibition center, logistics park, and
large-sized shopping center etc.; 2 all the projects that has been newly started since 2004.

Projects of agriculture, forestry, water conservancy (including “six small rural projects (water-efficient irrigation, potable water
supplies, road building, methane production facilities, hydroelectric plants, and pasture enclosure)”), ecological construction,
education (excluding university city), public health, and science (excluding scientific and technological park) shall be beyond the
liquidation scope.

III.

Content of Liquidation

The projects under construction and to constructed shall be examined one by one in liquidation, which shall include:

Whether being in line with the national industrial policies and programs; and

Whether being in line with the general program of land utilization and integrated into the annual program of land utilization; and

Whether being in line with the national provisions concerning environmental protection and passing the environmental impact assessment;
and

Whether being in line with the general planning of a city; and

Whether being in line with the procedures governing project examination and approval and other constructions; and

Whether being in line with the credit policies and the relevant provisions governing fixed asset investment; and

Whether being in line with the provisions in Circular of the General Office of the State Council on Transmitting and Issuing Several
Opinions of the National Development and Reform Commission and Other Authorities on Curbing Irrational Investment in Steel, Electrolytic
Aluminum and Cement Industries (Guo Ban Fa [2003] No.103), Circular of the General Office of the Central Committee of the Communist
Party of China and the General Office of the State Council on Continually Tightening the Control the Construction of the Office Building
and Training Center Project of the Party and Government Authorities (Zhong Ban Fa [2003] No.3), Circular of the General Office of
the State Council on Strengthening the Administration of the Construction of the City Express Track Transportation Facilities (Guo
Ban Fa [2003] No.81) and Circular of the General Office of the State Council on Suspending the New Construction of Golf Courses (Guo
Ban Fa [2004] No.1).

Whether falling within the items stipulated in Circular of the General Office of the State Council on Strictly Prohibiting the Illegal
Construction of the Thermal Power Generating Units of Equivalent to or Less than 1.35 Million Kilowatts (Guo Ban Fa Ming Dian [2002]
No.6), and the Catalogue of Outdated Production Capacities, Techniques and Products to Be Eliminated (Batch I, Batch II and Batch
III) (Decree of the State Economic and Trade Commission No.6, No.16, and No.32) promulgated by the former State Economic and Trade
Commission.

Whether being in line with other laws, administrative regulations and State policies governing the project construction.

IV.

Post-liquidation Treatment

Such a project under construction as is prohibited by explicit State orders, and as fails to be in line with the Land Administration
Law and other laws, administrative regulations and State policies shall be discontinued.

Such a project under construction as fails to be in line with the provisions for environmental protection, the city planning, project
examination and approval, and other construction procedures and with the credit policies and other requirements shall be suspended,
and be ordered to redress within a time limit.

With regard to such a project under construction as is in line with the provisions in laws, administrative regulations and State policies,
the construction scheduling shall be reasonably arranged upon the base of carrying out the construction conditions of the project
hereof.

Such a project to be constructed as fails to be in line with laws, administrative regulations and State policies shall be prohibited
from initialization and from an unauthorized starting.

A new project of steel, electrolytic aluminum and cement shall in principle not be launched in this year. And some particular major
projects of structure readjustment and optimization, of which a starting is truly needed in this year, shall obtain an approval of
the State.

Work Style

The provincial people’s government shall be responsible for the liquidation of the local projects, the relevant authorities under
the State Council and shall be responsible for the liquidation of projects subject to the Central Authorities, with regard to the
project co-funded by the Central Authorities and the local authorities, the relevant authorities under the State Council shall be
responsible for the liquidation of the one that has more funds from the Central Authorities, and the provincial people’s government
shall be responsible for the liquidation of the one that has more funds from the local authorities.

The National Development and Reform Commission shall be concretely responsible organizing and urging the carrying-out of liquidation,
and conduct supervisions and selective inspections on the liquidation work from the perspectives of the national industrial policies,
industrial programs, and the procedure governing the project examination and approval etc..

The Ministry of Land and Resources, the Ministry of Construction and the State Environmental Protection Administration shall conduct
supervisions and selective inspections from the perspectives of land administration, city planning and environmental protection etc.,
the China Banking Regulatory Commission shall conduct supervisions and selective inspections from the perspectives of the credit
policies and the provisions governing the fixed asset loaning, and shall be responsible for conducting selective inspections on the
loans for the packed projects of city construction.

A leading group led by the National Development and Reform Commission and composed of the Ministry of Supervision, the Ministry of
Land and Resources, the Ministry of Construction, the People’s Bank of China, the National Audit Office, the State Environmental
Protection Administration, the China Banking Regulatory Commission and other authorities, shall be concretely responsible for the
liquidation work.

VI.

Work Schedule

Great importance shall be attached to by all the regions and all the authorities, and the leadership shall be strengthened; the major
persons in charge shall themselves assume leadership, transfer personnel to constitute interim agencies, clearly define the duties,
formulate well-conceived work programs, and organize and carry out the liquidation work as soon as possible.

The liquidation work of all the regions and all the authorities shall be finished within one and half months as the date of the promulgation
of this Circular, and report their liquidation results and treatment measures to the National Development and Reform Commission.

(1)

The liquidation results and treatment measures for all the projects under construction and to be constructed within the liquidation
scope; and

(2)

The per-project treatment opinions of construction discontinuance, construction suspension for redressment within a time limit, abolition
of project initialization and being in line with the requirements for a project with a gross investment of equivalent to or more
than RMB 10 million Yuan in the key liquidation area, and for a project with a gross investment of equivalent to or more than RMB
30 million Yuan in other liquidation areas.

After all the regions and all the authorities finish their liquidation works, the National Development and Reform Commission, the
Ministry of Supervision, the Ministry of Land and Resources, the Ministry of Construction, the People’s Bank of China, the National
Audit Office, the State Environmental Protection Administration, and the China Banking Regulatory Commission shall conduct selective
inspections on the liquidation results. And after finishing the aforesaid selective inspections, the National Development and Reform
Commission shall, together the relevant authorities, formulate liquidation reports and submit them to the State Council.

All the regions and all the authorities shall keep the big pictures in mind, truly do well the liquidation work, submit the liquidation
results according to fact, and avoid the occurrences of local and industrial protectionisms. And a special attention shall be paid
to the problems arising possibly from the discontinuance or suspension of project construction, and preprograms shall be formulated
to do well the post-liquidation work. Once those acts are found true that practicing fraudulences and intentional concealments, and
new undesirable aftermaths arising after the discontinuance or suspension of project construction due to the work, the related leaders
shall be investigated for liabilities.

The liquidation of fixed asset investment projects has wide implications and involves policy considerations. All the authorities under
the State Council shall earnestly fulfill their duties, cooperate closely and strengthen intercommunications, and timely detect and
solve cooperatively the salient problems arising from the liquidation work. And major problems shall be reported to the State Council.

The General Office of the State Council

April 27, 2004

The General Office of the State Council
2004-04-27

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION OF INVESTMENTS

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION
OF INVESTMENTS

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

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

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

Desiring to intensify the economic co-operation of both States on the basis of equality and mutual benefits;

Have agreed as follows:

Article 1

Definitions

For the purpose of this Agreement:

(1)

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

(a)

movable and immovable property as well as other rights in rem, such as, mortgages, pledges and liens;

(b)

shares, stocks and any other kind of participation in companies;

(c)

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

(d)

intellectual property rights, including copyrights, patents, trade marks, trade names, technological process, know-how and good will;

(e)

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

Any change in the form in which assets are invested shall not affect their character as investments, provided that such change is
not contrary to the laws and regulations of the host country.

(2)

The term “Investor” means:

(a)

any natural person who has the nationality of one Contracting Party in accordance with the laws and regulations of one Contracting
Party;

(b)

any legal person or economic entity incorporated or constituted under the laws and regulations of the Contracting Party, irrespective
of whether or not for profit and whether its liabilities are limited or not.

(3)

The term “Return” means the amounts yielded by investments, such as profits, dividends, interests, royalties or fees.

(4)

The term “Territory” means, as regards of each Contracting Party, the territory under its sovereignty including adjacent seas and
submarine areas and other seaside areas over which the Contracting Party exercises, in accordance with international law, sovereign
rights or jurisdiction.

Article 2

Promotion and Protection of Investment

(1)

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

(2)

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

(3)

Each Contracting Party shall ensure that the management, maintenance, use, enjoyment, or disposal of investment in its territory of
investors of the other Contracting Party, shall not in any way be impaired by any unreasonable or discriminatory measures.

Article 3

Treatment of Investment

(1)

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

(2)

Each Contacting Party shall accord to investments and investors of the other Contracting Party treatment no less favorable than that
accorded to investments and investors of any third State.

(3)

The provisions of Paragraph (2) of this Article shall not be construed so as to oblige one Contracting Party to extend to the investments
and investors of the other Contracting Party, the benefit of any treatment, preference or privilege by virtue of:

(a)

any existing or future customs union, common market, free trade zone or other similar international agreement to which either of the
Contracting Party is or may become a party, or any other form of regional economic organization;

(b)

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

(c)

any international agreement or arrangement for facilitating frontier trade.

Article 4

Expropriation

(1)

Neither Contracting Party shall expropriate, nationalise 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 the following conditions are met:

(a)

for the public interests

(b)

under domestic legal procedure

(c)

without discrimination

(d)

against compensation

(2)

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the market value of the expropriated investments
immediately before the expropriation is taken or the impending expropriation becomes public knowledge, which is earlier. The value
shall be determined in accordance with generally recognized principles of valuation. The compensation shall be made without delay,
be effectively realisable and freely transferable.

(3)

The investor affected shall have a right to access, under the law of the Contracting Party making the expropriation, to the competent
court of that Contracting Party, in order to review the amount of compensation and the legality of any such expropriation.

Article 5

Compensation for Damages and Losses

(1)

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or
other armed conflict, a state of national emergency, revolt, insurrection or riot in the territory of the latter Contracting Party,
shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other settlement
no less favourable than that which the latter Contracting Party accords to the investors of its own or any third State. The compensation
shall be freely transferable.

Article 6

Repatriation of Investments and Returns

(1)

Each Contracting Party shall guarantee to the investors of the other Contracting Party the transfer of their investments and returns
held in its territory, particularly though not exclusively:

(a)

profits, dividends, interests and fees;

(b)

proceeds of total or partial sale or liquidation of investments;

(c)

payments made pursuant to loan agreement in connection with an investment;

(d)

royalties in connection with paragraph 1 (d) of Article 1 ;

(e)

payments of technical assistance;

(f)

payments in connection with projects on contract;

(g)

compensation paid under Article 4 and 5 of this agreement

(h)

earnings of nationals of the other Contracting Party who work in connection with an investment in the territory of one Contracting
Party in accordance with the laws and regulations of this latter.

(2)

The Contracting Parties shall further ensure that transfers referred to in paragraph 1 of this Article shall be made without undue
delay, in a freely convertible currency and at the prevailing market rate of exchange applicable on the date of transfer.

Article 7

Subrogation

If a Contracting Party or its Agency makes a payment to its investor in the territory of the other Contracting Party, such other Contracting
Party shall recognise the transfer of any right or claim of such investor to the former Contracting Party or its Agency, and recognise
the subrogation of the former Contracting Party or its Agency to such right or claim. The subrogated right or claim shall not be
greater than the original right or claim of the said investor.

Article 8

Settlement of Disputes between Contracting Parties

(1)

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 channel.

(2)

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.

(3)

Such tribunal comprises of three arbitrators. Within two months from the date on which either Contracting Party receives the written
notice requesting arbitration from the other Contracting Party, each Contracting Party shall appoint one arbitrator. Those two arbitrators
shall, within further two months, together select a third arbitrator who is a national of a third State having diplomatic relations
with both Contracting parties as Chairman of the arbitral tribunal.

(4)

If the arbitral tribunal has not been constituted within four months from the receipt of the written notice for arbitration, either
Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to appoint
the arbitrator (s) who has or have not been appointed. If the President is a national of either Contracting Party or is otherwise
prevented from discharging the said function, the next most senior member of the International Court of Justice who is not a national
of either Contracting Party or is not otherwise prevented from discharging the said function shall be invited to make such necessary
appointments.

(5)

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 recognised by both Contracting Parties.

(6)

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

(7)

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

(1)

Any dispute between a Contracting Party and an investor of the other Contracting Party, related to an investment, shall be as far
as possible settled amicably through negotiations.

(2)

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

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

-to the International Center for settlement of Investment Disputes (the Center) under the Convention on the Settlement of Disputes
between States and Nationals of Other States, done at Washington on March 18,1965;

Once the investor has submitted the dispute to the jurisdiction of the concerned Contraction Party or to the Center, the choice of
one of the two procedures shall be final.

Article 10

Other Obligations

(1)

If the provisions of law of either Contracting Party or obligations under international law existing at present or established hereafter
between the Contracting Parties in addition to this Agreement contain a regulation, whether general or specific, entitling investments
made by investors of the other Contracting Party to a treatment more favorable than is provided for by this Agreement, such provisions
shall prevail over this Agreement.

(2)

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.

(3)

Investments subject to the commitments mentioned in the previous Paragraph shall be governed, without prejudice to the provisions
of this Agreement, by the terms of those commitments insofar as their provisions are more favorable than those provided by this Agreement.

Article 11

Other Provision

Investors of one Contracting Party shall enjoy the most favored-nation treatment in the territory of the other Contracting Party in
respect of all the matters subject to this Agreement.

Article 12

Application

This Agreement shall apply to investments, which are made by investors of either Contracting Party in the territory of the other Contracting
Party after 8th of July in 1979 in the People’s Republic of China and after 1st January 1957 in the Republic of Tunisia. However
the Agreement shall not apply to any dispute concerning an investment which arose before its entry into force.

Article 13

Entry into force, Duration and Termination

(1)

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

(2)

This Agreement shall continue in force if either Contracting Party fails to give a written notice to the other Contracting Party to
terminate this Agreement one year before the expiration of the period specified in Paragraph 1 of this Article.

(3)

After the expiration of initial ten years period, either Contracting Party may at any time thereafter terminate this Agreement by
giving at least one year’s written notice to the other Contraction Party.

(4)

With respect to investments made prior to the date of termination of this Agreement, the provisions of Article 1 to 12 shall continue
to be effective for a further period of ten years from such date of termination.

In Witness Whereof the duly authorised representatives of their respective Governments, have signed this Agreement.

Done in duplicate at Tunisia on 21 June 2004 in the Chinese, Arabic and English languages, all texts being equally authentic. In case
of divergence of interpretation, the English text shall prevail.

For The People’sFor The Republic

Republic of China of Tunisia

Protocol to the Agreement Between the People’s Republic of China and the Republic of Tunisia for the Reciprocal Encouragement and
Protection of Investments

On signing the Agreement between the People’s Republic of China and the Republic of Tunisia for the Reciprocal Encouragement and Protection
of Investments, the undersigned representatives have, in addition, agreed on the following provisions, which shall constitute an
integral part of the Agreement:

Ad article 6

Notwithstanding the provisions of paragraph 2 of Article 6 of the Agreement, the transfer shall comply with relevant procedures stipulated
by the existing laws and regulations relating to foreign exchange administration of the host country. Such procedures must not be
carried out in any way to impair or derogate from the principles of free and undue delayed transfer.

Ad article 9

The Republic of Tunisia 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 international arbitration under Article 9 paragraph (2). The People’s Republic of China guarantees that such a
procedure will take a maximum period of three months.

The procedure specified in paragraph 1 allows the investor to apply to the competent administrative authorities but in any way to
judicial authorities for settlement of the dispute.

If the dispute still exists after the maximum period of the administrative procedures specified in paragraph 1, the investor may submit
the dispute to the competent court or to the International Center for Settlement of Investment Disputes for arbitration according
to article 9 paragraph (2) of the Agreement.

In Witness Whereof the duly authorised representatives of their respective Governments, have signed this Agreement.

Done in duplicate at Tunis on 21 June 2004 in the Chinese, Arabic and English languages, all texts being equally authentic. In case
of divergence of interpretation, the English text shall prevail.

For the People’sFor the Republic

Republic of Chinaof Tunisia

Mr. Wei JinanguoMme Saida Chtioi

Vice-Minister ofSec retaire d’Etat aupres du

CommerceMinistre du AffairesEtrangeres

The Government of the People’s Republic of China
2004-06-21

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION SUPPLEMENTARY NOTICE ON TRIAL IMPLEMENTATION OF TAX REFUND (EXEMPTION) FOR EXPORT OF GOODS UNDER SMALL-SCALE BORDER TRADE SETTLED IN RENMINBI

GENERAL OFFICE OF THE MINISTRY OF COMMERCE NOTICE ABOUT FURTHER CLARIFYING THE PROCEDURES FOR THE APPLICATION FOR, EXAMINATION AND APPROVAL OF FOREIGN-FUNDED COMMERCIAL ENTERPRISES

PROVISIONS ON THE SUBSTANTIAL TRANSFORMATION OF CRITERIA IN NON-PREFERENTIAL RULES OF ORIGIN

MEASURES FOR THE ADMINISTRATION OF FOREIGN INSURANCE INSTITUTIONS’ REPRESENTATIVE OFFICES IN CHINA

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUES CONCERNING FURTHER STRENGTHENING THE ADMINISTRATION ON THE COLLECTION OF STAMP TAX

MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE SUPERVISION OF PROCESSING TRADE GOODS

CIRCULAR ON ISSUES CONCERNING THE JOINT ANNUAL INSPECTION AND COMPREHENSIVE PERFORMANCE EVALUATION OF OVERSEAS INVESTMENT IN 2004

CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON LIQUIDATING FIXED ASSET INVESTMENT PROJECTS

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION OF INVESTMENTS

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