NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS

State Administration of Foreign Exchange

Notice of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Control on Individual Foreign
Trade Operations

Hui Fa [2004] No.86

August 10, 2004

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

In order to promote the development of foreign trade and the facilitation of it and to improve the foreign exchange control, this
Notice is hereby promulgated as follows concerning the policy of foreign exchange control related to foreign trade in goods by individual
foreign trade operators:

“Individual foreign trade operators” used in the Notice refer to individuals who have gone through the industrial and commercial registration
or other formalities for business operation according to law, obtained the individual license of the industrial and commercial business
or other certificate of business operation, made registration for record according to the provisions of the competent department
of commerce of the State Council (with the exception where no archive registration is required by law) and obtained the right of
engaging in foreign trade operation.

To engage in foreign trade operation, the individual foreign trade operator shall go through the formalities for access to China Electronic
Port with the customs, and then go through the formalities for archive registration for the Roll of Import Entities Making External
Payment of Foreign Exchange or the verification of receipt of foreign exchange by export with the foreign exchange bureau (hereinafter
referred to as the “foreign exchange bureau”) of the place where he has made his industrial and commercial registration or has obtained
his business qualifications. Not until all the formalities mentioned above have been gone through can the individual foreign trade
operator open any settlement account of individual foreign trade or handle any receipt or payment of foreign exchange.

When making the archive registration for the Roll of Import Entities Making External Payment of Foreign Exchange or the verification
of receipt of foreign exchange by export, the individual foreign trade operator shall provide the foreign exchange bureau with the
following materials:

(1)

an application;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the duplicate and the copy of his license of industrial and commercial business or other certificates of business operation obtained
lawfully;

(4)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(5)

his registration certificate by the customs and its copy;

(6)

the code certificate of his organization and its copy;

(7)

his IC card of “China Electronic Port”; and(8) other materials required by the foreign exchange bureau.

The foreign exchange bureau shall handle relevant formalities for the individual foreign trade operator if all the materials mentioned
above are inerrably submitted.

The individual foreign trade operator may, with the approval of the foreign exchange bureau, open an individual settlement account
of foreign trade according to the need of his operation.

To apply for an individual settlement account of foreign trade, the individual foreign trade operator shall submit to the foreign
exchange bureau the following materials:

(1)

an application for opening an account in writing ;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(4)

the code certificate of his organization and its copy; and

(5)

other materials required by the foreign exchange bureau.

After checking and verifying all the materials mentioned above and finding no inerrability in them, the foreign exchange bureau shall
issue an Approval for Current Operation, by which the individual foreign trade operator may open an account with a bank engaging
in foreign exchange business in his place (hereinafter referred to as the “bank”). When opening an individual settlement account
of foreign trade for an individual, the bank shall add the word “individual” to the account post_title.

The foreign trade settlement accounts of individual foreign trade operators shall be incorporated into the information system of foreign
exchange account management. The limits thereon shall be fixed at 100% of the actual receipt of foreign exchange under the trade
of individual foreign trade operators in goods.

The access procedures and technical regulations on the incorporation of foreign trade settlement accounts of individual foreign trade
operators into the information system of foreign exchange account management shall be issued by the SAFE separately. Before such
issuance, formalities of foreign exchange control such as opening and closing of accounts mentioned above shall be handled by hand
temporarily.

The collection and payment in the foreign trade settlement account of a foreign trade operator means the collection and payment of
foreign exchange under the import and export of goods, including incidental the collection and payment under the trade in goods.

The foreign trade settlement account is a foreign exchange account so that no foreign cash can be deposited in or withdrawn from it.

Foreign exchange fund may be transferred between the individual foreign trade settlement account and the individual foreign currency
savings account of the same person, however, the fund transferred from the individual savings account to the foreign trade settlement
account shall be limited to external payment on the date of such transfer and can not be made for settlement of exchange. Fund in
the individual foreign trade settlement account may be transferred to the individual foreign cash savings account, however, fund
in the individual foreign cash savings account may not be transferred to the individual foreign trade settlement account.

In his operation of foreign trade in goods, the individual foreign trade operator may make purchase, external payment and settlement
of foreign exchange either directly with the bank or through his individual foreign trade settlement account. However, they can go
through formalities for external payment of foreign exchange neither directly through the individual foreign currency savings account
nor through other foreign currency savings accounts of the operator used alternatively or together.

Where any price of goods needs to be paid in advance externally under the trade in goods and one payment of equivalence is below US$30,000(including
US$30,000), the individual foreign trade operator shall go through the formalities for the external payment with the bank by presenting
relevant certifying materials such as the import contract, the verification form of payment of foreign exchange by import and the
proforma invoice. Where one payment of equivalence is beyond US$30,000, the individual foreign trade operator shall present the import
contract, the verification form of payment of foreign exchange by import, the proforma invoice and the letter of guarantee for such
payment in advance.

The foreign exchange receipt of the individual foreign trade operator from export of goods may be directly settled, or settled through
depositing it in his individual foreign trade settlement account, or settled through depositing it in his individual foreign trade
settlement account and then transferring it to his individual foreign currency savings account.

(1)

Where the amount in a lump sum is equal to or below the equivalent of US$10,000, the operator shall settle the foreign exchange directly
with the bank by presenting his ID certificate;

(2)

Where the amount in a lump sum or the cumulative sum in one day is more than the equivalent of US$10,000:

(a)

If the transaction is to be settled in form of letter of credit, letter of guarantee or documentary collection, the operator shall
go through the formalities for the settlement of foreign exchange by presenting the valid commercial documents in any kind of such
forms.

(b)

If the transaction is to be settled in form of remittance and the settlement of foreign exchange in self-operated export is directly
done or after depositing into the individual foreign trade settlement account, the operator shall go through the formalities for
settlement of foreign exchange with the bank after the verification of its authenticity by the bank by presenting the relevant certifying
documents such as his ID certificate, the export entry and the verification form of receipt of foreign exchange by export.

(3)

In the case of settlement of foreign exchange through depositing into the individual foreign trade settlement account and transferring
to the individual foreign currency savings account, in addition to the provisions of the two preceding items, the Circular of the
State Administration of Foreign Exchange on Problems Related to the Standardization of the Management of Residents’ Personal Foreign
Exchange Settlement (SAFE No. 18 [2004]) shall be abided by.

10.

As to the method of supervision under which a verification form of receipt of foreign exchange by export is required for export entry,
the individual foreign trade operator shall apply to the foreign exchange bureau for the verification form in accordance with the
relevant present provisions. The foreign exchange bureau shall, according to the situation of the operator’s business and the verification
performance, determine the number of verification forms to be issued and issue them to the operator. Any new individual foreign trade
operator applying for verification forms for the first time, in addition, shall present the original copy and the copy of the relevant
contract to the foreign exchange bureau which shall determine the number of verification forms to be issued and issue them to the
operator according to the concrete situation after auditing.

11.

In case individuals receive funds from abroad or making external payment in the operation of foreign trade, they shall handle statistical
declaration of international balance of payment in accordance with the provisions of the Measures for the Statistical Declaration
of International Balance of Payment and other relevant provisions and fill corresponding corporate declaration forms.

12.

The receipt and payment of foreign exchange of the individual foreign trade operator under the technology import and export and the
service trade shall be handled in accordance with the relevant provisions concerning the control of foreign exchange under non-trade
account of domestic institutions. Individuals’ receipt and payment of foreign exchange under capital and financial accounts shall
be handled in accordance with the relevant present provisions concerning the foreign exchange control.

This Circular shall not apply to individual foreign operators’ operation of any border trade or foreign trade in goods in any special
economic zones such as bonded areas or export processing areas.

13.

Individual foreign trade operators shall accept the supervision and inspection of the foreign exchange bureau. The foreign exchange
bureau shall, pursuant to the Regulations of the People’s Republic of China on Foreign Exchange Control and other regulations on
foreign exchange control, impose punishment on any individual foreign trade operator who violates this Circular or any other provisions
on foreign exchange control. If the violation constitutes a crime, the judicial departments shall investigate the violator for criminal
responsibility.

14.

Other matters on foreign exchange control not covered or clearly provided herein shall be handled by referring to the current policy
for control of foreign exchange related to foreign trade activities by domestic institutions.

This Circular shall go into effect 30 days later after its promulgation. After receiving this Notice, each branch of the SAFE and
department of foreign exchange shall promptly transmit the Notice to the sub-branches and banks under its jurisdiction and make it
public. Each Chinese-capital bank designated for foreign exchange business shall promptly transmit the Notice to its affiliated branches
and sub-branches. Any question occurred in the implementation of this Notice shall be fed back promptly to the SAFE.

State Administration of Foreign Exchange
2004-08-10

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

e00241

Standing Committee of the National People’s Congress

Company Law of the People’s Republic of China (2004 Revision)

(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29th, 1993. Revised for
the first time by the thirteenth session of the Standing Committee of the Ninth People’s Congress on December 25th, 1999; Revised
for the second time at the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s Republic
of China on August 28th, 2004)

ContentsChapter I General Provisions

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Section 2 Organizational Setup

Section 3 Solely State-owned Company

Chapter III Establishment and Organizational Setup of Joint Stock Company Limited

Section 1 Establishment

Section 2 Shareholder’s Meeting

Section 3 Board of Directors, Manager

Section 4 Supervisory Committee

Chapter IV Issue and Transfer of Shares of a Joint Stock Company Limited

Section 1 Issue of Shares

Section 2 Transfer of Shares

Section 3 Listed Company

Chapter V Corporate Bonds

Chapter VI Financial Affairs and Accounting of a Company

Chapter VII Merger and Division of a Company

Chapter VIII Bankruptcy, Dissolution and Liquidation

Chapter IX Branches of Foreign Companies

Chapter X Legal Responsibilities

Chapter XI Supplementary Provisions

Chapter I General Provisions

Article 1

The law is formulated in conformity with the Constitution with a view to establishing a modern enterprise system, standardizing the
organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors,
maintaining the socialist economic order and promoting the development of the socialist market economy.

Article 2

The term “company” as used in this law refers to a limited liability company or a joint stock company limited set up within the territory
of the People’s Republic of China pursuant to the provisions of this law.

Article 3

A limited liability company and a joint stock company limited are enterprise legal persons.

With respect to a limited liability company, a shareholder bears the responsibility to the company within the limit of the amount
of investment made by the shareholder and the company shall bear the responsibility for its debts with all its assets.

With respect to a joint stock company limited the entire capital is divided into shares of equal amount and the shareholders bear
responsibilities to their company within the scope of the number of shares they hold and the company shall bear responsibilities
for its debts with all its assets.

Article 4

Shareholders of a company, as capital contributor, shall be enpost_titled to enjoy capital gains, make major policy decisions and choose
managers in proportion to share of the investment they make in the company.

A company shall enjoy all legal person property rights formed by the investment by shareholders, enjoy civil rights, and bear the
civil responsibilities pursuant to law.

Ownership of the State-owned property rights in a company belongs to the State.

Article 5

A company shall operate independently with all its assets, and be responsible for its own profits and losses.

Under the macro-economic control and regulation by the State, a company shall have the autonomy in organizing its own production and
operations in accordance with market demand so as to raise its economic efficiency, step up its productivity and preserve and accrete
the value of its assets.

Article 6

A company shall institute an internal management system with a clear division of power and responsibility, a scientific management,
and a combine mechanism of incentives and restrictions.

Article 7

In changing over to a company, a State-owned enterprise shall first of all change its original operational mechanism, gradually and
systematically make an inventory of its own assets, define its own property right, clear its own credits and debts, appraise its
own assets and establish a standard internal organizational setup pursuant to law and administrative regulations concerned.

Article 8

A limited liability company or a joint stock company limited shall be set up pursuant to this law. Only those that can fulfill the
requirements as stipulated in this law can be registered as limited liability companies or joint stock companies limited; those that
cannot fulfill such requirements cannot be registered as a limited liability company or joint stock company limited.

Article 9

A limited liability company established pursuant to this law shall cover the words “limited liability” in its name.

A joint stock company limited established pursuant to this law shall be clearly indicated as a joint stock company limited in its

Article 10

A company shall make the location of its principal place of business as its address.

Article 11

A company established pursuant to this law shall formulate its Articles of Association that have a binding force on the company, its
shareholders, directors, supervisors and managers alike.

The scope of business shall be defined in the Articles of Association and registered pursuant to law. If the scope of business covers
items restricted by law or administrative regulations, it shall be subject to approval pursuant to law.

A company shall perform its business activities within the scope registered. If a company has revised its Articles of Association
in accordance with legal procedures and registered for alteration with the registration authorities, it may change the scope of business.

Article 12

A company may invest in other limited liability companies or joint stock companies limited and bear responsibility to the companies
in which it has invested in proportion to the amount of investment it has made.

Apart from investment companies and holding companies as specified by the State Council, where a company invests in other limited
liability companies or joint stock companies limited, the aggregate amount of the investment shall not exceed 50% of the net assets
of the company, not including the capital gains of the latter put in by the company from its profits gained from the latter.

Article 13

A company may set up branches, which shall not enjoy the status of enterprise legal persons, and the parent company shall be responsible
for civil liabilities of its branches.

A company may set up subsidiaries which shall enjoy the status of enterprise legal persons and be independently responsible for their
own civil liabilities.

Article 14

In conducting business operations, a company shall observe the law, abide by business ethics, promote socialist culture and ethics,
and accept the supervision by the government and the public.

The legitimate rights and interests of a company shall be safeguarded by law against any infringement.

Article 15

A company shall protect the legitimate rights and interests of its staff and workers, strengthen labor protection, and ensure safe
production. A company shall provide its workers with vocational education and in job training in various forms to improve their working
quality.

Article 16

Workers of a company shall organize a trade union according to the law to carry out trade union activities and protect their legitimate
rights and interests. A company shall provide the necessary conditions for activities of its trade union.

A solely State-owned company or a limited liability company established by more than two State-owned enterprises or by more than two
State-owned investment entities shall exercise democratic management pursuant to the provisions of the Constitution and relevant
laws through the general meetings of the staff and workers or otherwise.

Article 17

The grassroots organizations of the Communist Party of China in a company shall carry out their activities pursuant to the Constitution
of the Communist Party of China.

Article 18

This law applies to limited liability companies established with foreign investment except otherwise laws concerning Sino-foreign
joint equity ventures, Sino-foreign joint cooperative ventures and foreign enterprises.

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Article 19

The establishment of a limited liability company shall be subject to the fulfillment of the following conditions:

The number of shareholders tallies with that prescribed by law;

The investment contributed by shareholders reaches the minimum amount of capital stipulated by law;

Shareholders participate in the formulation of Articles of Association;

The company has a suitable name and its organizational setup accords with that of a limited liability company.

The company has fixed production or operational site(s) and necessary conditions for production or operations.

Article 20

A limited liability company shall be established by capital contributions made up by at least two and not more than 50 shareholders.
Investment entities or departments authorized by the State may set up limited liability companies with sole State investment.

Article 21

Where a State-owned enterprise set up prior to the implementation of this law can satisfy the condition of a limited liability company
under this law, it may be reorganized into a solely State-owned limited liability company in the case of an investment entity with
a single investor, or into a limited liability company as stipulated in the first paragraph of the preceding Article in the case
of an investment entity with many investors.

The steps and specific methods for State-owned enterprises to convert into companies shall be formulated separately by the State Council.

Article 22

The Articles of Association of a limited liability company shall specify clearly:

Name and address of the company;

Scope of business of the company;

Registered capital of the company;

Names of shareholders;

Rights and obligations of shareholders;

Forms and amount of investment made by shareholders;

Conditions for shareholders to transfer their investment;

The organizations of the company and the methods of establishment, their powers and functions and rules of procedures for meetings;

Legal representative of the company;

10.

Grounds for dissolution of the company and liquidation methods; and

11.

Other matters deemed necessary by shareholders.Shareholders shall sign and seal the Articles of Association of the company.

Article 23

The registered capital is the total amount of investment paid in by all the shareholders registered with the registration department.

The amount of registered capital shall not be less than the amount specified below:

with respect to a company mainly engaging in production operations, RMB500,000;

with respect to a company mainly engaging in wholesales, RMB500,000;

with respect to a company mainly engaging in retail sales, RMB300,000;

with respect to a company engaging in technology development, consulting and services, RMB100,000.

If the minimum amount of registered capital of a limited liability company of a given trade shall be higher than those stipulated
in the preceding paragraph, it shall be determined separately by law or administrative regulations.

Article 24

Shareholders may make their investment in cash, in kind, in industrial property rights, in non-patented technology or land use rights,
which must be correctly assessed and verified in value terms without any over or under-valuation.

The assessment of land use rights in value shall be made pursuant to law or administrative regulations.

The amount of industrial property rights or non-patented technology in value shall not exceed 20 percent of the total value of the
registered capital of a limited liability company, except otherwise provided for by the State for the use of high and new technology.

Article 25

Shareholders shall pay in full their subscribed capital contributions as specified in the Articles of Association. In cases of making
investment in cash, the contribution in cash shall be deposited in full into a temporal account opened by the proposed limited liability
company in a bank. In cases of using investment in kind, industrial property rights, non-patented technology or land use rights,
the procedures for transfer of the property rights shall be completed pursuant to law.

Shareholders who fail to pay in the subscribed amount of investment as stipulated in the preceding paragraph shall be liable to breach
of a contract.

Article 26

After all the shareholders have paid in their investment, the investment shall be verified by a legal investment verification institution
and a certificate shall be produced by the institution.

Article 27

After all the investment paid in by shareholders is verified, a representative designated or an agent commonly commissioned by all
the shareholders shall apply for registration of establishment of the company with the registration department with an application
form for registration, the Articles of Association, investment verification documents and other documents of the company.

If an examination and approval procedure is required by law or administrative regulations, the document of approval shall be submitted
when the applications for establishment and registration are filed.

The company registration department shall grant registration if all the requirements stipulated by this law are fulfilled and issue
business licenses but if the requirements stipulated by this law are not fulfilled, the registration shall be refused.

The date of issue of the company business license shall be the date of establishment of the limited liability company.

Article 28

After the establishment of a limited liability company, if the actual value of the investment in kind, industrial property rights,
non-patented technology or land use rights are found to be apparently lower than the values set for in the Articles of Association
of the company, the shortage shall be made good by the shareholder(s) concerned with the other shareholder bearing joint responsibility.

Article 29

Where a limited liability company sets up branches at the time of its establishment, it shall apply for registration to obtain business
licenses for the branches.

Where a limited liability company sets up a branch or branches after its establishment, the legal representative of the company shall
apply for registration of the branch of branches to obtain business license(s).

Article 30

After the establishment, a limited liability company shall issue certificates of investment to shareholders. A certificate of investment
shall specify clearly:

Name of the company;

Date of registration of the company;

Registered capital of the company;

Names of shareholder, amount of investment paid in and the date of payment; and

Serial number and date of issue of the certificates of investment. Certificates of investment shall be affixed with the seal of the
company.

Article 31

A limited liability company shall keep a list of its shareholders with the following specified items:

Names or both names and address of shareholders;

Amount of investments paid in by the shareholders;

Serial number of the certificates of investment.

Article 32

Shareholders of a company shall have the right to review the minutes of meetings of shareholders and the financial and accounting
statements of their company.

Article 33

Shareholder shall get dividends in proportion to the amount of investment they have made. Where a company wants to increase its capital,
its shareholders have the priority of subscription.

Article 34

Shareholders are prohibited to withdraw their investment after the registration of the company.

Article 35

Shareholders may transfer to each other all or part of their investment.

With respect to transferring the investment to other people other than other shareholders of the company, a shareholder must get the
consent of the simple majority of the shareholders.

Shareholders who disapprove of the transfer shall buy the shares of investment to be transferred. If they fail to buy the shares,
it shall be regarded as approval of the transfer.

With respect to the investment shares having been approved to be transferred, other shareholders shall have the priority for the purchase
under the same conditions.

Article 36

After a shareholder has transferred its investment pursuant to law, the company shall record the name(s) and address(es) of the transferee(s)
and the amount of investment transferred in the list of shareholders.

Section 2 Organizational Setup

Article 37

The meeting of shareholders of a limited liability company shall be made up of all shareholders. The meeting of shareholders shall
be the authoritative organization of the company and exercises its powers pursuant to this law.

Article 38

The meeting of shareholders shall exercise the following powers:

To decide upon the operation policies and investment plans of the company.

To elect and replace directors and decide on matters relating to remuneration to directors.

To elect and replace the supervisors who are the representatives of shareholders and decide on the payment to supervisors.

To examine and approve the reports by the board of directors.

To examine and approve the reports by the supervisory committee or individual supervisors.

To examine and approve the annual financial and budget plan and financial accounting plan of the company.

To examine and approve the plans for company’s profit distribution and losses recovery.

To pass resolutions on the increase or decrease of registered capital.

To pass resolutions on the issue of bonds.

10.

To pass resolutions on the transfer of investment by shareholders to people other than shareholders.

11.

To pass resolutions on issues as merger, division, change in corporate form, dissolution and liquidation and other affairs of the
company.

12.

To revise the Articles of Association of the company.

Article 39

Methods of discussion and voting procedures of the meeting of shareholders shall be stipulated in the Articles of Association except
otherwise stipulated by this law.

The resolution on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the
company must be agreed by shareholders representing two-thirds of the voting rights.

Article 40

A company may revise its Articles of Association.

The resolution on the revision of the Articles of Association must be agreed by shareholders representing over two-thirds of the voting
rights.

Article 41

In a meeting of shareholders, the voting rights shall be exercised in proportion to the amount of investment made by shareholders.

Article 42

The first meeting of the shareholders shall be convened and presided over by the shareholder whose capital contribution is the largest.

Such shareholder shall exercise its rights pursuant to the provisions of this law.

Article 43

Meetings of shareholders shall be of regular meetings and irregular meetings.

Regular meetings shall be called pursuant to the provisions of the Articles of Association of the company. Irregular meetings may
be called upon the motion by shareholders who represent over one-fourth of the voting rights or by over one-third of the directors
or supervisors.

Where a limited liability company has a board of directors, the meeting of shareholders shall be called by the board of directors
and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable to perform the duty
due to special reasons, the meetings shall be presided over by a vice-chairman of the board of directors or a director designated
by the chairman of the board of directors.

Article 44

Where a meeting of shareholders is to be held, notice shall be given to all the shareholders 15 days before the meeting is held.

The meeting of shareholders shall keep minutes on matters discussed and to be signed by shareholders present.

Article 45

The board of directors of a limited liability company shall be made up of 3 to 13 persons.

With respect to a board of directors established by at least two State-owned enterprises or by at least two State-owned investment
entities, members of its board of directors shall include representatives of workers, who are to be elected by the workers through
democratic processes.

A board of directors shall have a chairman and may have one to two vice-chairmen. The method of election of the chairman and vice-chairmen
of the board of directors shall be stipulated in the Articles of Association of the company.

The chairman of the board of directors is the legal representative of the company.

Article 46

The board of directors shall be responsible to the meeting of shareholders and exercises the following powers:

To convene meetings of shareholders and report work to the meetings of shareholders.

To execute the resolutions passed by the meetings of shareholders.

To decide on the operation and investment plans.

To formulate the company’s annual financial budget and final accounts.

To formulate the profit distribution and losses recovery plans.

To formulate plans for increasing or decreasing registered capital of the company.

To draft plans for merger, division, change of corporate form and dissolution of the company.

To decide on the organizational setup of the company.

To appoint or dismiss manager (general manager) of the company (hereinafter referred to as “manager”), appoint or dismiss deputy managers
and financial officers of the company in accordance with the recommendation by the manager and decide on their remuneration.

10.

To formulate the basic management systems of the company.

Article 47

The term of office for the chairman of the board of directors shall be stipulated in the Articles of Association, in case that each
term of the office shall not be longer than three years. The chairman of the board of directors may be re-elected upon the expiration
of the term to serve another term.

Before the term of office of a director expires, the meeting of shareholders may not dismiss him (her) from his (her) posts without
justifiable reasons.

Article 48

The meetings of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman
of the board of directors is unable to perform his (her) duty due to special reasons, a vice-chairman of the board of directors or
a director designated by the chairman of the board of directors shall convene and preside over the meetings. A meeting of the board
of directors may be called upon the motion by at least one-third of the directors.

Article 49

The method of discussion and the procedures of voting at the meeting of the board of directors shall be stipulated in the Articles
of Association except otherwise stipulated in this law.

As regarding a meeting of the board of directors, a notice shall be given to the directors concerned 10 days before the meeting is
held.

The board of directors shall keep minutes of meetings made on the matters discussed and being signed by the directors present.

Article 50

A limited liability company shall have a manager, subject to appointment or dismissal by the board of directors. The manager shall
be responsible to the board of directors and exercise the following powers:

To be in charge of the company’s production operations and management of the company and organize the implementation of the decisions
of the board of directors.

Implementation of the annual operation and investment plans of the company.

To formulate the internal organizational setup plan.

To formulate the basic management system of the company.

To formulate specific rules and regulations of the company.

To propose the appointment or dismissal of deputy managers and financial officers of the company.

To appoint or dismiss management officers other than those required to be appointed or dismissed by the board of directors.

Other powers conferred by the Articles of Association and the board of directors. The manager shall attend the meeting of the board
of directors as a non-voting member.

Article 51

Where a limited liability company with a small number of shareholders and a small scale of operation, it may have one sole executive
director instead of the board of directors. The executive director may concurrently serve as the manager of the company.

The powers and functions of the managing director shall be defined in the Articles of Association pursuant to the provisions of Article
46 of this law.

Where a limited liability company has no board of directors, the managing director shall be the legal representative.

Article 52

A limited liability company with a relatively large scale of operation shall have a supervisory committee made up of not less than
three members and a convenor elected among the members.

The supervisory committee shall include representatives of shareholders and a certain proportion of workers’ representatives. The
specific proportion shall be specified in the Articles of Association.

The workers’ representatives to the supervisory committee shall be elected by workers through democratic process.

A limited liability company with a relatively small number of shareholders and of a small operation scale may have one to two supervisors.

Director, manager and financial officer of a company shall not concurrently serve as supervisors.

Article 53

The term of office of a supervisor is three years, upon the expiration of the term, a supervisor may be reappointed and serve another
term.

Article 54

The supervisory committee or individual supervisors of a company exercise the following powers:

To check up on the financial affairs of the company;

To supervise the law and regulation violating acts or the Articles of Association of directors and manager in performing their duties;

To request directors or manager to remedy their acts whenever such acts harm the interests of the company;

To propose the convening of an interim shareholders’ meeting; and

To exercise other powers as stipulated in the Articles of Association. Supervisors shall attend the meeting of the board of directors
as non-voting members.

Article 55

Whenever considering and deciding on wages, welfares, production safety of the staff and workers and labor protection and labor insurance
and other issues concerning the personal interests of the staff and workers, opinions of the trade union and the workers of the company
shall first of all be solicited and representatives of the trade union or workers shall be invited as observers to meetings concerned.

Article 56

Opinions and suggestions of the trade union and workers of the company shall also be solicited when considering and deciding on major
issues concerning the operation of the company and when major rules and regulation are formulated for the company.

Article 57

The following persons may not serve as the director, supervisor or manager of a company:

persons without or with restricted civil capacity;

persons who have committed the offences of corruption, bribery, infringement of property, misappropriation of property or sabotaging
the social economic order, and have been sentenced to criminal penalties, where less than five years have elapsed since the date
of completion of the sentence; or persons who have been deprived of their political rights due to criminal offense, where less than
five years have elapsed since the date of the completion of this deprivation;

persons who are former directors, factory directors of managers of a company or enterprise which has become bankrupt and been liquidated
as a result of mismanagement and are personally liable of bankruptcy of such company or enterprise, where less than three years have
elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise.

persons who were legal representatives of a company or enterprise which had its business licence revoked due to a violation of the
law and who are personally liable, where less than three years have been elapsed since the date of the revocation of the business
licence;

persons who have a relatively large amount of debts due and outstanding.

The election or appointment for directors, supervisors or manager of a company shall become invalid if not in conformity with the
preceding provisions.

Article 58

Civil servants of the State are not allowed to serve as directors, supervisors or managers of companies.

Article 59

Directors, supervisors and manager of a company shall abide by the Articles of Association, perform their duties faithfully, and safeguard
the interests of the company. They are not allowed to exploit their positions and powers in the company for personal gains.

Directors, supervisors or manager of a company are not allowed to exploit their position to accept bribes or other illegal income
or wrongfully take over the company property.

Article 60

Directors or manager of a company are not allowed to misappropriate the funds of the company or loan such funds to others.

Directors or manager of a company are not allowed to deposit the assets of the company in their own or other personal bank accounts.

Directors or manager of a company shall not provide assets of the company as guarantee for the debts owed by shareholders of the company
or by others.

Arti

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

Standing Committee of the National People’s Congress

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

No. 23

The Decision of the Standing Committee of the National People’s Congress about Amending the Auction Law of the People’s Republic of
China was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of
China on August 28th, 2004. It is hereby promulgated and shall come into effect as of the date of promulgation.

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

August 28th, 2004

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

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

Paragraph 3 of Article 5 shall be deleted.

Article 5 (3) shall be deleted.

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

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

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

CIRCULAR ON PROVISIONS CONCERNING ESTABLISHING CHINESE-FOREIGN COOPERATIVELY-RUN SCHOOL OFFERING HIGHER EDUCATION FOR ACADEMIC QUALIFICATIONS ABOVE REGULAR UNIVERSITY EDUCATION AND HANDLING OF PROGRAM APPLICATIONS

Ministry of Education

Circular on Provisions concerning Establishing Chinese-foreign Cooperatively-run School Offering Higher Education for Academic Qualifications
above Regular University Education and Handling of Program Applications

Jiao Wai Zong [2004] No.63

Departments (Committees) of Education in all provinces, autonomous regions, municipalities directly under the Central Government:

In accordance with the relevant provisions in the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in
Running Schools and the Implementation Measures for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation
in Running Schools, an application for establishing and conducting a Chinese-foreign cooperatively-run school offering higher education
for academic qualifications at or above the regular university education and granting corresponding-level certificates of academic
qualifications or certificates of academic degrees of a foreign educational institution shall, after obtaining the opinions from
the provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities of where the school to be established or the program to be conducted is located, be subject to the examination
and approval of the Ministry of Education. And this Circular is hereby given on relevant provisions concerning the application and
handling work as follows:

With regard to the Chinese-foreign cooperatively-run school and program to be established and conducted, a Chinese educational institution
shall, in March or September of every year, advance application to the provincial (autonomous regions, municipalities under direct
control of the Central Government) people’s government or education administrative authorities of where the school to be established
or the program to be conducted is located.

The application document for the school to be established shall include all the documents stipulated in Article XIV of the Implementation
Measures for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in Running Schools; and the application
document for the program to be conducted shall include all the items stipulated in Article XXXVII of the Implementation Measures
for the Regulations of the People’s Republic of China on Chinese-Foreign Cooperation in Running Schools.

The application documents submitted to the Ministry of Education shall be in quintuplicate, among which, an electronic file with an
extension name of “mdb” (please refer to the website of the Ministry of Education for the relevant procedure) shall be simultaneously
submitted with the Application Form for Chinese-Foreign Cooperatively-run School and the Application Form for Chinese-Foreign Cooperatively-run
Program.

II.

The exact time and procedure for the reception of the application document by the provincial (autonomous regions, municipalities under
direct control of the Central Government) people’s government or education administrative authorities (including the circumstances
under which the education administrative authorities receiving the relevant application document on behalf of the provincial people’s
government) shall be publicized.

III.

The provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities shall examine the application documents for the school to be established or the program to be conducted.
And the examination shall include the aspects as follows:

Whether the application document is complete and accords with the legal pattern; and

Whether the Application Form for Chinese-Foreign Cooperatively-run School and the Application Form for Chinese-Foreign Cooperatively-run
Program are correctly filled in, and whether there are missed columns; and

Whether the qualification of the two parties in the Chinese-foreign cooperatively-run schools accords with laws and regulations; and

Whether the contract signed by the two parties in the Chinese-foreign cooperatively-run schools accords with laws and regulations;
and

Whether the charter of the school to be established accords with laws and regulations.

In case that the application form is incorrectly filled in and the contract and charter of the cooperatively-run school fail to accord
with the laws and regulations, the applicant shall initiatively point them out to the Chinese educational institution.

Besides, with regard to the school to be established and the program to be conducted, the provincial (autonomous regions, municipalities
under direct control of the Central Government) people’s government or education administrative authorities shall put forward written
opinions on whether they are in line with the development requirement of the local education, whether they basically accord with
the stipulated conditions, whether they possess competitiveness and indispensability for the local region, and whether they belong
to the high-quality educational resources needed by the local region etc..

IV.

The provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government or education
administrative authorities shall, before April 20 or October 20 of every year, finish its examination work, and submit, before April
30 and October 30 of every year, to the Ministry of Education the written opinions of the provincial (autonomous regions, municipalities
under direct control of the Central Government) people’s government on the school to be established and those of the education administrative
authorities on the program to be conducted and the application document of the applicant to establish Chinese-foreign cooperatively-run
school.

The examination and approval time limit for the Ministry of Education shall be calculated from May 1 or November 1 of every year.
With regard to those applications received after April 30 or October 31 due to special reasons, the examination and approval time
limit for the Ministry of Education shall be calculated from the exact date of receiving the application documents and the written
opinions of the provincial (autonomous regions, municipalities under direct control of the Central Government) people’s government
or education administrative authorities.

The Ministry of Education will respectively organize expert deliberations on the application of the school to be established and the
program to be conducted, and will, in written form, inform the Chinese educational institutions the time needed for the expert deliberations.

The application of the Mainland educational institutions and the educational institutions from the Hong Kong Special Administrative
Region, the Macao Special Administrative Region or Taiwan Province for establishing and conducting a cooperatively-run school offering
higher education for academic qualifications at or above the regular university education shall be handled with reference to the
spirit of this Circular, and the application document shall undergo corresponding readjustments in accordance with the relevant provisions.

Please comply with and implement the provisions as mentioned above.

Ministry of Education

September 10, 2004

Ministry of Education
2004-09-10

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE EFFECTIVENESS OF THE AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF TRINIDAD AND TOBAGO ON THE AVOIDANCE OF DOUBLE TAXATION

State Administration of Taxation

Notice of the State Administration of Taxation on the Effectiveness of the Agreement between the Government of the People’s Republic
of China and the Government of the Republic of Trinidad and Tobago on the Avoidance of Double Taxation

Guo Shui Han [2003] No. 1103

The bureaus of state taxes and those of local taxes of all provinces, autonomous regions, municipalities directly under the Central
Government and cities specifically designated in the state plan, and Yangzhou Taxation Institute:

The Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income between the
Government of the People’s Republic of China and the Government of the Republic of Trinidad and Tobago was concluded in the Port
of Spain on September 18, 2003. The Agreement shall be effective after both contracting states have completed their respective legal
procedures. The text of the Agreement is hereby printed and distributed to you, please make good preparations prior to the implementation
of the Agreement.

Annex: Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income Between
the Government of the People’s Republic of China

State Administration of Taxation

September 28, 2004 Annex:Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income Between the Government
of the People’s Republic of China and the Government of the Republic of Trinidad and Tobago

In order to encourage international trade and investments, the Government of the People’s Republic of China and the Government of
the Republic of Trinidad and Tobago, desiring to conclude an agreement on the avoidance of double taxation and the prevention of
fiscal evasion with respect to taxes on income, have agreed to the following:

Article 1

Persons Covered

This Agreement shall apply to the persons who are residents of one or both of the contracting states.

Article 2

Taxes Covered

The current tax categories to which this Agreement shall apply are:

(a)

in the case of Trinidad and Tobago:

(1)the income tax;

(2)the corporate tax;

(3)the petroleum profit tax;

(4)the additional petroleum tax; and

(5)the unemployment tax.

(hereinafter referred to as “Trinidad and Tobago taxes”)

(b)

in the case of China:

(1)the individual income tax; and

(2)the foreign-funded enterprises and foreign enterprise income tax.

(hereinafter referred to as “Chinese taxes”)

This Agreement shall also apply to the identical or substantially similar taxes that are levied after the date of signature of this
Agreement as an addition or replacement to the current tax categories. The competent authorities of both contracting states shall
notify each other of any substantial changes made in their respective taxation laws within a reasonable time limit after such changes
are made.

Article 3

General Definitions

For the purpose of present Agreement, unless the context otherwise requires:

(a)

the term “Trinidad and Tobago” refers to the islands of Trinidad and Tobago, consisting of all the islands of the Republic of Trinidad
and Tobago, the inland water, territorial sea, the airspace above, the continental shelf and the exclusive economic zone beyond its
territorial sea within which the Republic of Trinidad and Tobago exercises its sovereign rights or jurisdiction in accordance with
the international law and its domestic legislation;

(b)

the term “China” means the People’s Republic of China. When used in a geographical sense, means all the territory of the People’s
Republic of China, in which the Chinese laws relating to taxation apply, including its territorial sea, and any area beyond its territorial
sea, within which the People’s Republic of China has sovereign rights of exploration for and exploitation of resources of the sea-bed
and its sub-soil and superjacent water resources in accordance with the international law;

(c)

the terms “a contracting state” and “the other contracting state” refers to Trinidad and Tobago or China, as the context requires;

(d)

the term “tax” refers to “Trinidad and Tobago taxes” or “Chinese taxes” as the context requires;

(e)

the term “person” refers to an individual, a company or any other body;

(f)

the term “company” refers to any legal person entity or any entity which is treated as a legal person entity for taxation purposes;

(g)

the terms “enterprise of a contracting state” and “enterprise of the other contracting state” refer to, respectively, an enterprise
operated by a resident of a contracting state and an enterprise operated by a resident of the other contracting state;

(h)

the term “international traffic” refers to any transport by a ship or aircraft operated by an enterprise of a contracting state, excluding
that by ship or aircraft which is operated solely between places in the other contracting state;

(i)

the term “competent authority” refers

(1)in the case of Trinidad and Tobago, to the minister of responsible for the public finance or his authorized representatives; while

(2)in the case of China, to the State Administration of Taxation or its authorized representatives.

(j)

the term “national” refers to:

(1)any individual possessing the nationality of a contracting state;

(2)any legal person, partnership or association deriving its status as such from the laws of a contracting state;

As regards the application of the agreement by a contracting state, any term not defined herein shall, unless the context otherwise
requires, have the meaning in which it has under the law of that contracting state concerning the taxes to which the agreement applies.

Article 4

Residents

For the purposes of this Agreement, the term “resident of a contracting state” means any person who, under the law of that state,
is obligatory to pay tax therein by reason of his domicile, residence, place of management, place of head office or any other criterion
of a similar nature. But the term doesn’t include the persons who are obligatory to pay tax only because of the income sourced from
this state, or the property located in this state.

Where by reason of the provisions of Paragraph 1 an individual is a resident of both contracting states, then his status shall be
determined as follows:

(a)

he shall be deemed as a resident of the contracting state in which he has a permanent domicile available to him; if he has a permanent
domicile available to him in each of the contracting states, he shall be deemed as a resident of the contracting state with which
his personal and economic relations are closer (center of vital interests);

(b)

if the state in which his center of vital interests lies cannot be determined, or if he has not a permanent home available to him
in either contracting state, he shall be deemed as a resident of the state in which he has a habitual abode;

(c)

if he has a habitual abode in each of the contracting states or in neither of them, he shall be deemed as a resident of the contracting
state of which he is a national;

(d)

if he is a national of both or neither of the contracting states, the competent authorities of the contracting states shall settle
the issue by mutual agreement.

Where, by reason of the provisions of Paragraph 1 of the present Article, a person other than an individual is a resident of both
contracting states, it shall be deemed to be a resident of the state in which the place of effective management of its business is
located. However, where such a person has the place of effective management of its business in one of the contracting state and the
place of head office of its business in the other contracting state, then the competent authorities of the contracting state shall
determine by mutual agreement the state of which the company shall be deemed to be a resident for the purpose of this Agreement.

Article 5

Permanent Establishment

For the purposes of this Agreement, the term “permanent establishment” refers to a fixed place of business through which the business
of an enterprise is wholly or partly carried on.

The term “permanent establishment”, in particular, includes:

(a)

a place of management;

(b)

a branch organization;

(c)

a representative office;

(d)

a factory;

(e)

a workshop, and

(f)

a mine, an petroleum or gas well, a quarry or any other place of extraction of natural resources.

The term “permanent establishment”, likewise, encompasses:

(a)

a building site, a construction, assembly or installation project, or the supervisory activities in connection therewith, but only
where such site, project or activities continue for a period of not less than 6 months;

(b)

the provision of services, including consultancy services, by an enterprise of a contracting state through employees or other engaged
personnel for the aforementioned purpose, provided that the period for such activities is continually or aggregately more than 6
months within any 12-month period.

(c)

an installation, drilling rig or ship used for the exploration of natural resources, but only if so used continuously for a period
of more than 3 months.

Notwithstanding the aforesaid provisions of this article, the term “permanent establishment” shall not include:

(a)

the use of facilities solely for the purpose of storage, display or delivery of goods or merchandise belonging to the enterprise;

(b)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of storage, display or delivery;

(c)

the inventory of goods or merchandise belonging to the enterprise solely for the purpose of processing by another enterprise;

(d)

the fixed business place established solely for the purpose of purchasing goods or merchandise or of collecting information for the
enterprise; and

(e)

the fixed business place established solely for the purpose of carrying out, for the enterprise, any other activity of a preparatory
or auxiliary nature;

(f)

the fixed business place established solely for the purpose of combining the activities listed in Items (a)through (e)of the present
Paragraph if such combination can attribute all the activities of the fixed business place with a preparatory or auxiliary nature.

Notwithstanding the provisions of Paragraphs 1 and 2, where a person (other than an agent of one with independent status to whom the
provisions of Paragraph 6 apply)is acting in a contracting state on behalf of an enterprise of the other contracting state, has and
habitually exercises an authority to conclude contracts in the name of the enterprise, that enterprise shall be deemed to have a
permanent establishment in the first-mentioned contracting state in respect of any activities which that person undertakes for the
enterprise, unless the activities of such person are limited to those mentioned in Paragraph 4 which, if exercised through a fixed
place of business, would not make this fixed place of business a permanent establishment.

An enterprise of a contracting state shall not be deemed to have a permanent establishment in the other contracting state merely because
it operates its business in that other state through a broker, general commission agent or any other agent with independent status
in the ordinary course of their business. However, if such agent acts wholly or nearly wholly on behalf of that enterprise, he shall
not be deemed as an agent with independent status as referred to in this Paragraph.

The fact that a company which is a resident of a contracting state controls or is controlled by a company which is a resident of the
other contracting state, or which operates business in that other contracting state (whether through a permanent establishment or
not), shall not itself constitute either company a permanent establishment of the other.

Article 6

Income from Immovable Property

Income derived by a resident of a contracting state from immovable property (including income from agriculture or forestry)situated
in the other contracting state may be taxed in that other contracting state.

The term “immovable property” shall have the meaning it has under the law of the contracting state in which the property in question
is situated. The term shall, in any case, include the property accessory to the immovable property, livestock and equipment used
in agriculture and forestry. The rights to which the provisions of general law respecting landed property apply, the usufruct of
immovable property and the rights to variable or fixed payments as consideration for the working of, or the right to work, the mineral
deposits, sources and other natural resources, the ships and aircrafts shall not be regarded as immovable property.

The provisions of Paragraph 1 shall apply to the income derived from the direct use, lease, or use in any other form of immovable
property.

The provisions of Paragraphs 1 and 3 shall apply to the income from immovable property of an enterprise and to the income from immovable
property used for the performance of independent personal services.

Article 7

Business Profits

The profits of an enterprise of a contracting state shall be taxable only in that state unless the enterprise carries on business
in the other contracting state through a permanent establishment situated therein. If the enterprise carries on business in the other
contracting state through a permanent establishment situated therein, the profits of the enterprise may be taxed in the other state,
but only those attributable to that permanent establishment.

In addition to applying the provisions of Paragraph 3, where an enterprise of a contracting state carries on business in the other
contracting state through a permanent establishment situated therein, the permanent establishment shall be regarded as the independent
affiliated enterprise engaging in the same or similar activities under the same or similar conditions. It shall be treated differently
and separately as an independent establishment from the enterprise. The profits of this permanent establishment that may be obtained
shall belong to the permanent establishment itself in each contracting state.

When determining the profits of a permanent establishment, deductions of expenses occurred in the business of the permanent establishment
may be allowed. The expenses include the executive and general administrative expenses, no matter whether they incurred in the state
in which the permanent establishment is situated or elsewhere.

Insofar as it has been customary in a contracting state to determine the profits to be attributed to a permanent establishment on
the basis of a distribution of the total profits of the enterprise to its various parts, the provisions in Paragraph 2 shall not
preclude that contracting state from determining the profits to be taxed by this method of profit distribution. However, the result
of adopting the method of profit distribution shall be in line with the principles provided in the present Article.

No profits may be attributed to a permanent establishment by reason of mere purchase by that permanent establishment of goods or merchandise
for the enterprise.

For the purposes of the aforesaid Paragraphs, the profits belonging to the permanent establishment shall be determined by the same
method year by year unless there is good and sufficient reason to change.

If the profits include the income items that are dealt with separately in other Articles of this Agreement, the provisions of those
Articles shall not be affected by the provisions of the present Article.

Article 8

Shipping and Air Transport

The profits from the operations of ships or aircrafts in international transport by an enterprise of a contracting state shall be
taxable only in that contracting state.

The provisions of Paragraph 1 shall also apply to the profits from operations under partnership, joint operations or participation
in an international operating agency.

Article 9

Associated Enterprises

Where

(a)

an enterprise of a contracting state participates directly or indirectly participates in the management, control or capital of an
enterprise of the other contracting state, or

(b)

a same person participates directly or indirectly in the management, control or capital of an enterprise of a contracting state and
an enterprise of the other contracting state,

and in either of the above cases, the commercial and financial relations between the two enterprises are different from those between
two independent enterprises, so the profits which would, but for those conditions, have obtained by one of the enterprises, may be
included in the profits of that enterprise and taxed accordingly.

Where a contracting state includes in the profits of an enterprise of that contracting state (and taxes accordingly)the profits on
which an enterprise of the other contracting state has paid taxes in that other contracting state and the profits so included are
profits which should have been obtained by an enterprise within the contracting state, then that other contracting state shall make
appropriate adjustment to the amount of the tax charged therein on those profits, where that other contracting state considers such
adjustment justifiable. In determining such adjustment, the other provisions of this Agreement shall be taken into consideration,
and the competent authorities of the contracting states shall consult each other, if necessary.

Article 10

Dividends

Dividends paid by a company that is a resident of a contracting state to a resident of the other contracting state may be taxed in
that other state.

However, such dividends may also be taxed in the contracting state of which the company paying the dividends is a resident and according
to the laws of that state, but if the recipient is the beneficial owner of the dividends, the tax so levied

(a)

shall not exceed 5 percent of the total amount of the dividends if the beneficial owner is a company that holds at least 25 percent
of the capital of the company paying the dividends; or

(b)

shall not exceed 10 percent of the total amount of the dividends in other circumstances.

The present Paragraph shall not affect the profit tax imposed on the company’s profits before paying the dividends.

The term “dividends” as used in the present Article refers to the income from the shares or other rights of participating in the profits
not of credit relationship, as well as the income from other corporate rights that are subject to the same taxation treatment as
the income from the shares by the laws of the state of which the company making the distribution is a resident.

The provisions of Paragraphs 1 and 2 shall not apply if the beneficial owner of the dividends, being a resident of a contracting state,
carries on business in the other contracting state of which the company paying the dividends is a resident, through a permanent establishment
situated therein, or provides in that other state the independent personal services from a fixed base situated therein, and the shares
for which the dividends are paid are effectively connected with such permanent establishment or fixed base. In such cases, the application
of the provisions of Article 7 or Article 14 shall depend on the concrete circumstances.

Where a company that is a resident of a contracting state derives profits or income from the other contracting state, that other contracting
state may not impose any tax on the dividends paid by the company, except insofar as such dividends are paid to a resident of that
other contracting state or insofar as the holding in respect of which the dividends are paid is effectively connected with a permanent
establishment or a fixed base situated in that other contracting state, nor subject the company’s undistributed profits to a tax
on the company’s undistributed profits, even if the dividends paid or the undistributed profits consist wholly or partly of profits
or income arising in such other state.

Notwithstanding the other provisions of this Agreement, where an enterprise that is a resident of a contracting state has a permanent
establishment in the other contracting state and derives profits or income from this permanent establishment, the part of profits
or income repatriated or deemed as repatriated to the enterprise that is resident of the first-mentioned contracting state shall
be taxed according to the laws of the other contracting state, but the tax rate shall not exceed 5%.

Article 11

Interest

The interest arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other contracting
state.

However, such interest may also be taxed in the contracting state in which it arises according to the laws of that contracting state,
but if the recipient is the beneficial owner of the interest, the tax so collected shall not exceed 10 percent of the total amount
of the interest.

Notwithstanding the provisions of Paragraph 2 of the present Article, the interest arising in a contracting state and derived by the
government of the other contracting state shall be exempted from taxation in the first-mentioned contracting state. The term “government”,

(a)

in the case of the Republic of Trinidad and Tobago, means

(1)the Central Bank of the Trinidad and Tobago;

(2)the Agricultural Development Bank;

(3)Export Insurance Company;

(4)the State Housing Authority;

(5)the State Insurance Regulatory Commission;

(6)the Housing Mortgage Bank;

(7)the Deposit Insurance Company;

(8)the Small Enterprise Development Company;

(9)the Development Financing Co. Ltd.;

(10)the Trinidad and Tobago Mortgage Financing Company; or

(11)any other similar institutions wholly owned by the government of Trinidad and Tobago upon the mutual agreement between the competent
authorities of the contracting states at any time.

(b)

while in the case of China, means the government of China, which shall include:

(1)the People’s Bank of China;

(2)the State Development Bank;

(3)the Import & Export Bank of China;

(4)the Agricultural Development Bank of China; or

(5)any other similar institution wholly owned by the government of China upon the mutual agreement between the competent authorities
of the contracting states at any time.

The term “interest” as used in the present Article refers to the income from various creditor’s rights, whether or not secured by
mortgage and whether or not carrying a right to participate in the debtor’s profits, and in particular, the income from public debts
and the income from bonds or debentures, including the premiums and prizes attached to such securities, bonds or debentures. The
penalty charges for late payment shall not be regarded as interest provided in the present Article.

The provisions of Paragraphs 1, 2 and 3 shall not apply, if the beneficial owner of the interest, being a resident of a contracting
state, carries on business in the other contracting state in which the interest arises through a permanent establishment situated
therein, or provides in that other contracting state independent personal services from a fixed base situated therein, and the creditor’s
right in respect of which the interest is paid is effectively connected with such permanent establishment or fixed base. In such
cases, the provisions of Article 7 or Article 14 shall apply in accordance with the circumstances.

The interest shall be deemed to arise in a contracting state when the payer is the government, a local authority or a resident of
that contracting state. Where, however, the person paying the interest, whether he is a resident of a contracting state or not, has
in a contracting state a permanent establishment or a fixed base, and the debts on which the interest is paid are connected with
the permanent establishment or a fixed base, and such interest is borne by such permanent establishment or fixed base, then such
interest shall be deemed to arise in the state in which the permanent establishment or fixed base is situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and some other persons,
the amount of the interest, regarding the credit for which it is paid, exceeds the amount which have been agreed upon by the payer
and the beneficial owner in the absence of such relationship, the provisions of this article shall apply only to the last-mentioned
amount. In such case, the excess part of the payments shall remain taxable according to the laws of each contracting state, but the
other provisions of this Agreement shall be taken into consideration.

Article 12

Royalties

Royalties arising in a contracting state and paid to a resident of the other contracting state may be taxed in that other contracting
state.

However, such royalties may also be taxed in the contracting state in which they arise according to the laws of that state, but if
the recipient is the beneficial owner of the royalties, the tax so collected shall not exceed 10 percent of the total amount of the
royalties.

The term “royalties” as used in the present Article refers to the payments of any kind received as a consideration for the use of,
or the right to use, any copyright of literary, artistic or scientific work including cinematographic films, or films or tapes for
radio or television broadcasting, any patent, trademark, design or model, plan, secret formula or process, or for the use of, or
the right to use, any industrial, commercial, or scientific equipment, or for information concerning industrial, commercial or scientific
experience.

The provisions of Paragraphs 1 and 2 shall not apply if the beneficial owner of the royalties, being a resident of a contracting state,
carries on business in the other contracting state in which the royalties arise through a permanent establishment situated therein,
or provides in that other state independent personal services from a fixed base situated therein, and the right or property in respect
of which the royalties are paid is effectively connected with such permanent establishment or fixed base. In such cases, the provisions
of Article 7 or Article 14 shall, as the case may be, apply.

The royalties shall be deemed to arise in a contracting state when the payer is the government, a local authority or a resident of
that contracting state. Where, however, the person paying the royalties, whether he is a resident of a contracting state or not,
has in a contracting state a permanent establishment or a fixed base in connection with the liability to pay the royalties, and such
royalties are borne by the permanent establishment or fixed base, then such royalties shall be deemed to arise in the contracting
state in which the permanent establishment or fixed base is situated.

Where, due to any special relationship between the payer and the beneficial owner or between both of them and some other person, the
amount of the royalties, regarding the use, right or information for which they are paid, exceeds the amount which would have been
agreed upon by the payer and the beneficial owner in the absence of such relationship, the provisions of this article shall apply
only to the last-mentioned amount. In such case, the excess part of the payments shall remain taxable according to the law of each
contracting state, but the other provisions of this Agreement shall be taken into consideration.

Article 13

Property Gains

Gains derived by a resident of a contracting state from the alienation of immovable property referred to in Article 6 and situated
in the other contracting state may be taxed in that other contracting state.

Gains from the alienation of movable property forming the part of the business property of a permanent establishment which an enterprise
of a contracting state has in the other contracting state or of movable property pertaining to a fixed base available to a resident
of a contracting state in the other contracting state for the purpose of providing independent personal services, including the gains
from the alienation of such a permanent establishment (alone or with the whole enterprise)or of such fixed base, may be taxed in
that other state.

Gains of an enterprise of a contracting state from the alienation of ships or aircraft operated in international transport or movable
property pertaining to the operation of such ships or aircrafts shall be taxable only in that contracting state.

Gains from the alienation of any property other than those as mentioned in Paragraphs 1 through 3 shall be taxable only in the contracting
state of which the alienator is a resident.

Article 14

Independent Personal Services

Income derived by a resident of a contracting state in respect of professional services or other activities of an independent nature
shall be taxable only in that state except that, under any of the following circumstances, such income may also be taxed in the other
contracting state:

(a)

if he has a fixed base regularly available to him in the other contracting state for the purpose of performing his activities, and
under this circumstance, only the income attributable to that fixed base may be taxed in that other state;

(b)

CIRCULAR OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION OF CHINA ON THE APPROVAL OF WENZHOU ECONOMIC AND TECHNOLOGY DEVELOPMENT ZONE AS THE NATIONAL ISO14000 DEMONSTRATIVE ZONE

State Environmental Protection Administration

Circular of the State Environmental Protection Administration of China on the Approval of Wenzhou Economic and Technology Development
Zone as the National ISO14000 Demonstrative Zone

Huan Han [2004] No. 348

October 11, 2004

The Zhejiang Provincial Environmental Protection Administration,

Your “Proposal on Recommending Wenzhou Economic and Technology Development Zone as applicant for the National ISO14000 Demonstrative
Zone” (Zhe Huan [2004] No. 105) has been received.

In accordance with the relevant stipulations set forth in the “Notice on the Establishment of ISO14000 National Demonstrative Zones”
(Huan Fa [1999] No, 105) and “Requirements for the Establishment of ISO14000 National Demonstrative Zones (Revised)” (Huan Fa [2002]
No. 126), we have organized a group to conduct the on-site inspection and acceptance of Wenzhou ETDZ on its work in constructing
a national ISO14000 demonstrative zone. On the basis of the report of construction work and the opinions of the inspection and acceptance
group, we hereby approve Wenzhou ETDZ as a national ISO14000 demonstrative zone. You shall earnestly carry out the demonstrative
work, further implement the ISO14000 quality standard series, so as to push forward the coordinated development of economy and environment.

State Environmental Protection Administration
2004-10-11

THE CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON EXEMPTION FROM BUSINESS TAX ON INSURANCE PROCEEDS OF HUATAI INSURANCE COMPANY OF CHINA, LTD.

The State Administration of Taxation

The Circular of the State Administration of Taxation on Exemption from Business Tax on Insurance Proceeds of Huatai Insurance Company
of China, Ltd.

Guo Shui Han [2004] No. 1165

The local taxation bureaus of all provinces, autonomous regions and cities specifically designated in the state plan:

Pursuant to relevant provisions of the Circular on Exemption from Business Tax on Certain Items (Cai Shui [1994] No.002) and the Circular
on Certain Issues of the Exemption from Business Tax on Life Insurance Business (Cai Shui [2001] No.118) of the Ministry of Finance
and the State Administration of Taxation, it is decided after deliberation to exempt from business tax on the insurance proceeds
gained from the “Huatai An Yi Financial Personal Vehicle Accident Insurance”, which is operated by Huatai Insurance Company of China,
Ltd. and satisfies the exemption terms and conditions.

The State Administration of Taxation

October 18th, 2004

The State Administration of Taxation
2004-10-18

PROMOTION OF AGRICULTURAL MECHANIZATION LAW

Law of the People’s Republic of China on Promotion of Agricultural Mechanization



	(Adopted at the 10th Meeting of the Standing Committee of the Tenth National People’s Congress on June 25, 2004 and promulgated by Order No.16 of the President of the People’s Republic of China on June 25,2004) Contents Chapter I General Provisions Chapter II Scientific Research and Development Chapter III Quality Safeguards Chapter IV Widespread Use Chapter V Commercialized Services Chapter VI Support Measures Chapter VII Legal Responsibility Chapter VIII Supplementary Provisions Chapter I General Provisions Article 1 This Law is enacted with a view to encouraging and supporting peasants and agricultural production and operation organizations to use advanced and applicable agricultural machines, promoting the mechanization of agriculture and developing modern agriculture. Article 2 For purposes of this Law, mechanization of agriculture means the process of improving the conditions of agricultural production and operation and continually raising the technological level of agricultural production and increasing the economic and ecological benefits of agriculture by equipping agriculture with advanced and applicable agricultural machines. For purposes of this Law, agricultural machines mean the machines and equipment used for agricultural production, primary processing of agricultural products and other activities relating to farming. Article 3 People’s governments at or above the county level shall incorporate the promotion of agricultural mechanization into their plans of national economic and social development, and take such measures as financial support, preferential taxation policy as prescribed by the State and financial aid, in order to gradually increase capital input into the mechanization of agriculture, give full play to the role of market mechanism, and promote the development of agricultural mechanization in compliance with the principles of adapting to local conditions, ensuring economic results, guaranteeing safety and protecting the environment. Article 4 The State provides guidance and support to peasants and agricultural production and operation organizations in their efforts to select advanced and applicable agricultural machines on their own. No units or individuals shall compel peasants and agricultural production and operation organizations to purchase agricultural machines they designate. Article 5 The State takes measures to publicize and disseminate scientific and technological knowledge about agricultural mechanization, to train people in professional skills needed for such mechanization, to promote information services for and to raise the level of such mechanization. Article 6 The administrative departments for agriculture under the State Council and other departments in charge of the work of agricultural mechanization shall, in accordance with the division of their respective duties, closely cooperate with each other, joining the efforts in successfully promoting agricultural mechanization. The departments in charge of the work of agricultural mechanization under the local people’s governments at or above the county level and other departments concerned shall, in accordance with the division of their respective duties, closely cooperate with each other, joining efforts in successfully promoting agricultural mechanization within their own administrative areas. Chapter II Scientific Research and Development Article 7 People’s governments at or above the provincial level and the relevant departments under them shall make arrangements for the units concerned to take such measures as tackling key technical problems and making experiments and demonstrations for the purpose of promoting basic and key scientific researches in agricultural machinery for the public good and the wide use of advanced and applicable agricultural machines. Article 8 The State supports the scientific research institutions, colleges and universities concerned to redouble their efforts in scientific and technological research in agricultural mechanization and, based on the different conditions of agricultural production and different needs of peasants, to make research and develop advanced and applicable agricultural machines; and it supports the efforts made to combine scientific research and teaching of agricultural machinery with their manufacturing and the promotion of their wide use in order that agricultural machinery will be geared to the needs of the technological development of agricultural production. Article 9 The State supports the manufactures of agricultural machines in their efforts to develop advanced and applicable agricultural machines and, by adopting advanced technologies, techniques and materials, to enhance the quality and raise the technological level of their products, reduce their costs of production and provide serialized and standardized agricultural machines characterized by multifunction, high quality, energy saving and reasonable price. Article 10 The State supports the introduction and use of advanced agricultural machines, their key spare parts and technology, and encourages the efforts to absorb foreign funds for purpose of conducting research in, developing, manufacturing and dealing in agricultural machines. Chapter III Quality Safeguards Article 11 The State strengthens the establishment of a standard system for agricultural mechanization, formulates and improves the standards for the quality of the agricultural machines manufactured, the quality of their repairs and maintenance and the quality of their operation. In respect of the technical requirements for the agricultural machines manufactured relating to personal safety, quality and safety of agricultural products and protection of the environment, mandatory technological standards shall be formulated in accordance with the provisions of relevant laws and administrative regulations. Article 12 Supervisory departments for product quality shall, according to law, be in charge of supervision over and spotcheck of the quality of the agricultural machines manufactured. Administrative departments for industry and commerce shall, according to law, tighten supervision and control over the markets of the agricultural machines manufactured. The administrative departments for agriculture under the State Council and the departments in charge of the work of agricultural mechanization under the people’s governments at the provincial level may, based on the complaints by the users of agricultural machines and on the actual need of agricultural production, arrange surveys of the applicability, safety, reliability and after-sale services of a particular type of the manufactured agricultural machines that are in use, and publish the results of the surveys. Article 13 Manufacturers and sellers of agricultural machines shall be responsible for the quality of the machines manufactured or sold by them, and shall , in accordance with relevant State regulations, be responsible for such after-sale services as the supply of spare parts and training. Manufacturers of agricultural machines shall, in accordance with State standards, industrial standards and the requirements of ensuring personal safety, install safety and protection devices on, and attach warning signs and warning in Chinese to, the agricultural machines manufactured by them. Articles 14 Where agricultural machines manufactured do not meet the quality requirements, the manufacturers or sellers of the machines shall be responsible for their repairs, replacement or return; and where losses in agricultural output or other losses are caused to the users of the agricultural machines, they shall compensate the users for the losses according to law. The users of the machines shall have the right to demand that the sellers of the machines make the compensation first. After the compensation is made by the sellers of the machines, if the responsibility rests with the manufacturers of the machines, the said sellers shall have the right to demand recovery from the said manufacturers. Where personal injuries or property losses are caused due to defects in agricultural machines, the manufacturers and sellers of machineries shall make compensations according to law. Article 15 Manufactured agricultural machines included in the catalogue of the products the certification of which is required by law but which are not certified or attached with the signs of certification are prohibited from leaving the factory, being sold or imported. Agricultural machines which do not meet the mandatory requirements of the technological standards of the State are prohibited from being manufactured and sold. Assembling of agricultural machines with defective or substandard spare parts or with spare parts of scrapped machines are prohibited. Chapter IV Widespread Use Article 16 The State supports efforts to promote the wide use of advanced and applicable agricultural machines among peasants and agricultural production and operation organizations. The agricultural machines the wide use of which is promoted shall meet the need of local agricultural development and, according to the provisions of the Law on Popularization of Agricultural Technology, the machines shall have to be proved to be advanced and applicable through experiment in the areas where their wide use is promoted. Manufacturers or sellers of agricultural machines may entrust institutions for experiment and verification of agricultural machines to test the applicability, safety and reliability of the agricultural machines of a finalized design manufactured or sold by them, and to make a technical appraisal. The said institutions shall publish the testing results of the agricultural machines in respect of their applicability, safety and reliability, providing information to peasants and agricultural production and operation organizations in their purchase of advanced and applicable agricultural machines. Article 17 People’s governments at or above the county level may, based on actual conditions, set up demonstration bases for agricultural mechanization in different agricultural areas, and encourage manufacturers of, dealers in agricultural machines, etc. to set up demonstration points for agricultural machines and guide peasants and agricultural production and operation organizations in their use of advanced and applicable agricultural machines. Article 18 The administrative department for agriculture under the State Council together with the department of finance and the department for comprehensive macro-economic control under the State Council shall, on the principles of promoting agricultural restructuring, protecting the natural resources and ecological environment, promoting the wide use of new agricultural technologies and speeding up the updating of agricultural machines and tools, determine and publish the catalogue of the advanced and applicable agricultural machines the wide use of which is supported by that the State, and make adjustment to the catalogue regularly. The departments in charge of the work of agricultural mechanization under the people’s governments at the provincial level together with the department of finance and the department for comprehensive macro-economic control at the corresponding level shall, on the principles mentioned above, determine and publish the catalogue of the advanced, applicable agricultural machines the wide use of which is supported by the people’s governments at the provincial level, and make adjustment to the catalogue regularly. To have their products included in the catalogue mentioned in the preceding paragraph, the manufacturers of agricultural machines shall, on a voluntary basis, submit an application and their products shall be subject to verification, by institutions for experiment and verification of agricultural machines in respect of their advancedness, applicability, safety and reliability. Article 19 The State encourages and supports peasants to cooperate in the use of agricultural machines, in order to raise the utilization ratio and operational efficiency of agricultural machines and to reduce operational cost. The State supports and protects peasants, while adhering to household contractual management, to engage in regional and standardized planting on a voluntary basis in order to raise the operational level of agricultural machines. No units or individuals shall, on the pretext of regional or standardized planting, encroach upon the peasants’ right of contractual management of land. Article 20 The administrative department for agriculture under the State Council and the departments in charge of the work of agricultural mechanization under the local people’s governments at or above the county level shall, upholding the principles of safe production and putting prevention first, improving the publicity of and education in the safe use of agricultural machines and control of such machines. When users of agricultural machines operate the machines, they shall do so in accordance with the safe operation regulations, and shall put up the protective devices or warning signs at the dangerous parts of the machines and at the place of operation. Chapter V Commercialized Services Article 21 Peasants and agricultural machines operation organizations may, on the principles of mutual voluntariness and consultation on an equal footing, provide local or nonlocal peasants and agricultural production and operation organizations with various kinds of compensated services of agricultural machinery operation. Compensated agricultural machinery operation shall be in conformity with the State and local standards for the quality of such operation. The State encourages the provision of agricultural machinery operation among different administrative regions. People’s governments at various levels and the relevant departments under them shall support such inter-regional agricultural machinery operation, maintain the order of such operation, provide conveniences and services, and exercise supervision over safety according to law. Article 22 People’s governments at various levels shall take measures to encourage and assist the development of multiforms of agricultural machinery service organizations, to facilitate the establishment of an information network for agricultural mechanization and improve the service system of agricultural mechanization. Agricultural machinery service organizations shall, based on the needs of peasants and agricultural production and operation organizations, provide such commercialized services as demonstration and promotion of the use of agricultural machines, training in practicable technologies, maintenance and repairs, information, and intermediary service. Article 23 Institutions for promotion of agricultural machinery technologies at the grassroots level established by the State shall rely on the experiment and demonstration bases in providing, without compensation, peasants and agricultural production and operation organizations with such public welfare services as promotion of and training in agricultural machinery technologies. Article 24 Any unit or individual engaged in agricultural machinery maintenance and repairs shall have the instruments and equipment needed for maintenance and repairs as well as the technicians with the professional skills for agricultural machinery maintenance and repairs, in order to guarantee quality. If the quality of repair is not up to standards, the repairer shall do the repairs again free of charge; and if personal injuries or property losses are caused, the repairer shall bear the responsibility for compensation according to law. Article 25 Manufacturers, dealers in and repairers of agricultural machines may, in accordance with the provisions of laws and administrative regulations and on a voluntary basis, establish industrial associations, practice self-discipline within the industry, provide services to the members of their associations and preserve lawful rights and interests of their members. Chapter VI Support Measures Article 26 The State takes measures to encourage and support the manufacturers of agricultural machines to increase their input in research and development of new products, new technologies and new techniques, and executes a preferential tax policy for scientific research in, and development and manufacture of agricultural machines. A certain amount of the funds for scientific and technological development arranged in the central or local budgets shall be used in support of technical innovation of the agricultural machinery industry. Article 27 The central and the provincial governments shall respectively allocate special funds to subsidize the peasants and agricultural production and operation organizations for their purchase of the advanced and applicable agricultural machines supported and promoted by the State. The funds for subsidies shall be used in accordance with the principles of openness, impartiality, timeliness and effectiveness. Such funds may be distributed to the peasants and agricultural production and operation organizations, and may also be used as a discount for the loans provided by banking institutions in support of the peasants and agricultural production and operation organizations that purchase advanced and applicable agricultural machines. The specific measures in this regard shall be formulated by the State Council. Article 28 Incomes from providing services in production with agricultural machines shall enjoy preferential taxation policy in accordance with State regulations. The State, based on the needs of agricultural and rural economic development, appropriates financial subsidies for the fuel oil used in agricultural production with agricultural machines. Such subsidies shall be given directly to the peasants and agricultural production and operation organizations that are engaged in operations with agricultural machines. The specific measures in this regard shall be formulated by the State Council. Article 29 Local people’s governments at various levels shall take measures to make greater efforts in the construction and maintenance of the infrastructure in respect of agricultural mechanization, such as rural roads for farm machines, in order to create the conditions for agricultural mechanization. Departments in charge of the work of agricultural mechanization under the local people’s governments at or above the county level shall establish the system of information gathering, sorting and issuing for agricultural mechanization, in order to provide peasants and agricultural production and operation organizations with information services free of charge. Chapter VII Legal Responsibility Article 30 Violations of the provisions in Article 15 of this Law shall be penalized in accordance with the relevant provisions in the Law on Product Quality; and if a crime is constituted, criminal responsibility shall be investigated according to law. Article 31 Where the driver or operator of agricultural machine violates the State procedures for safe operation and relevant regulations in his work, he shall be instructed to rectify and be penalized in accordance with the provisions of relevant laws and administrative regulations; and if a crime is constituted, criminal responsibility shall be investigated according to law. Article 32 When an institution for experiment and verification of agricultural machines fails to make verification for the manufacturers or sellers of agricultural machines in accordance with relevant regulations, forges the results of verification, or produces false certificates, thus causing losses to the users of agricultural machines, it shall bear the responsibility for compensation according to law. Article 33 Where the administrative department for agriculture under the State Council or the department in charge of the work of agricultural mechanization under a local people’s government at or above the county level, in violation of the provisions of this Law, compels, or does so in disguised form, the manufacturers or sellers of agricultural machines to have the agricultural machines they manufacture or sell verified, the competent department at the higher level or the supervisory organ shall instruct it to rectify within a time limit, and give administrative sanctions to the persons who are directly in charge and the other persons who are directly responsible. Article 34 Any unit or individuals that, in violation of the provisions in Articles 27 and 28 of this Law, withholds or misappropriates the funds for subsidies, shall be instructed by the competent organ at the higher level to return the funds withheld or misappropriated within a time limit, its/ his unlawful gains shall be confiscated; and the competent organ at the higher level, the supervisory organ or the entity it/ he belongs to shall give administrative sanctions to the persons who are directly in charge and the other persons who are directly responsible. If a crime is constituted, criminal responsibility shall be investigated according to law. Chapter VIII Supplementary Provisions Article 35 This Law shall go into effect as of November 1, 2004.

DETAILED IMPLEMENTATION RULES FOR THE REGULATION ON THE ADMINISTRATION OF ADVERTISING

the State Administration for Industry and Commerce

Order of the State Administration for Industry and Commerce of People’s Republic of China

No.18

The revised Detailed Implementing Rules for the Regulation on the Administration of Advertising, which were adopted at the executive
meeting of the State Administration for Industry and Commerce, are promulgated hereby and shall go into effect as of January 1, 2005.

Director General of the State Administration for Industry and Commerce Wang Zhongfu

November 30, 2004

Detailed Implementation Rules for the Regulation on the Administration of Advertising

Article 1

The present Detailed Implementing Rules are formulated in accordance with the provisions of Article 21 of the Regulation on the Administration
of Advertising (hereinafter referred to as the Regulation).

Article 2

The administrative scope as prescribed in Article 2 of the Regulation shall include:

(1)

advertisements that are published in newspapers, periodicals, books, directories, etc.;

(2)

advertisements that are broadcast on radio or television or shown in films, videos, slide shows, etc.;

(3)

advertisements made by way of road signs, neon lights, electronic display boards, show windows, lanterns, walls, etc. by using the
buildings or space of streets, public squares, airports, stations, wharves, etc.,;

(4)

advertisements that are displayed or posted inside or outside such places as theatres, stadiums, cultural centers, exhibition halls,
hotel, restaurants, pleasure grounds, marketplaces, etc.;

(5)

advertisements that are displayed, drawn or posted on automobiles, vessels, airplanes or other vehicles;

(6)

various types of advertising propaganda materials which are sent by mail;

(7)

advertising propaganda made by means of giving complimentary objects;

(8)

advertisements that are published, broadcasted, displayed or posted by other media or means .

Article 3

Any enterprise that applies for the approval to engage in advertising business, in addition to meeting such conditions as enterprise
registration etc., shall also meet the following conditions:

(1)

Having established an institution responsible for the market survey and having the relevant specialized personnel thereof;

(2)

Having managerial personnel who have good knowledge of advertising administrative legislation and the personnel who are able to undertake
the design, production and editing of advertisements;

(3)

Having full-time accounting personnel;

(4)

Having the ability to deal in the advertisements of foreign businessmen when applying to contract on or to act as an agent in operating
the advertisement of foreign businessmen.

Article 4

Broadcasting stations, TV stations, newspaper or periodical offices, public institutions, and other institutions as prescribed by
laws and administrative regulations shall meet the following conditions in their registration of permit for advertising operations:

(1)

Having the media or means to directly publish advertisements;

(2)

Having established a special organization for advertising operations;

(3)

Having the equipment and place for advertising operations;

(4)

Having specialized advertising personnel and censors familiar with the advertising laws and regulations.

Article 5

In case a Sino-foreign equity joint venture, a Sino-foreign cooperative enterprise or a foreign-funded enterprise applies for engaging
in advertising business, it shall be handled in accordance with the Provisions on the Administration of Foreign-funded Advertising
Enterprises and with reference to the Regulation, these Detailed Implementing Rules and other relevant provisions.

Article 6

In case an individual industrial and commercial household applies for engaging in advertising business, in addition to meeting the
conditions as prescribed in the Provisional Regulations on the Administration of Individual Industrial and Commercial Household Operations
in Towns and Villages, the individual shall have advertising professional skills and good knowledge of the advertising laws and regulations.

Article 7

In accordance with Article 6 of the Regulation, the advertising operator registration procedure shall be handled as follows:

(1)

An enterprise to engage in advertising business shall apply to the administration for industry and commerce with jurisdiction for
enterprise registration and shall be issued a business license.

(2)

Broadcasting stations, TV stations, newspaper or periodical offices, public institutions and other institutions as prescribed by laws
and administrative regulations, when applying for concurrently engaging in advertising business and being subject to registration
of permits for advertising operations, shall apply to the administration for industry and commerce of the province, autonomous region,
municipality directly under the Central Government and city under separate State planning or the authorized administrative body at
or above the county-level and shall be issued an Advertising Operation Permit.

(3)

An individual industrial and commercial household who engages in advertising operations shall apply to its local administration for
industry and commerce and shall be issued a business license after being registered with the local administration for industry and
commerce in accordance with the law.

Article 8

Any advertiser, who applies for cigarette advertising by means of such media as broadcasting, television, newspaper and periodical,
shall be subject to the approval of the administration for industry and commerce of his province, autonomous region, municipality
directly under the Central Government or the authorized municipal administrative body under provincial jurisdiction.

Article 9

In accordance with Article 7 of the Regulation, any client who applies for publishing an advertisement shall present the corresponding
certificates as follows:

(1)

An enterprise or an individual industrial and commercial household shall present its business license for inspection.

(2)

An administrative organ, social group or public institution shall present the certificate of its respective entity.

(3)

An individual shall present a certificate issued by its local township government, subdistrict office or the entity where he works.

(4)

A resident representative office of a foreign enterprise shall present for inspection its Registration Permit of Resident Representative
Office of Foreign Enterprise in China.

Article 10

In accordance with the provisions of item (1) of Article 11 of the Regulation, whoever applies for publishing an advertisement of
commodities shall present for inspection a quality certificate certifying that the commodity is up to State standards, ministerial
standards (specialized standards) or enterprise standards.

Article 11

In accordance with item (7) of Article 11 of the Regulation, relevant certificates shall be represented where anyone applies for
publishing any advertisements of the following types:

(1)

Whoever advertises on the publication of a newspaper or periodical shall present for inspection the registration certificate approved
by the press and publication organ of his province, autonomous region or municipality directly under the Central Government.

(2)

Whoever advertises on the publication of a book shall present a certificate of approval for the establishment of the publishing house
issued by the press and publication organs.

(3)

Whoever advertises by means of any of the various types of artistic and cultural performances shall present certification documents
in accordance with relevant provisions.

Article 12

In accordance with item (8) of Article 11 of the Regulation, relevant certificates shall be presented where anyone applies for carrying
and broadcasting advertisements of the following content:

(1)

Whoever advertises any of the various commodity fairs, order-placing meetings, trade fairs, etc., shall present a certificate of approval
issued by the competent authority of the sponsor.

(2)

Whoever advertises by means of notices or announcements concerning individual persons shall present a certificate issued by the institution
that he works for, township people’s government or subdistrict office.

Article 13

In case an advertiser applies for the publishing, broadcasting, displaying or posting of an advertisement, it shall present the original
copies of certificates as required or effective photocopies thereof.

Article 14

Agency fee for undertaking advertising work shall be 15% of the advertising expense.

Article 15

In case a domestic enterprise publish advertisements abroad, or if a foreign enterprise (organization) or a person of foreign nationality
undertakes and publish advertisements within the Chinese territory, it shall entrust an enterprise as an advertising agent who is
registered in China and authorized to provide advertising services. The violator shall be imposed on a fine of no more than three
times the illegal earnings but no more than 30,000 Yuan at the maximum, or a fine of no more than 10,000 Yuan if no illegal gains
were generated.

Article 16

In accordance with Article 12 of the Regulation, when acting as an agent for or as the issuer of an advertisement, the agent or issuer
shall be responsible for censoring the content of the advertisement and examining relevant certificates and shall be enpost_titled to
require the advertiser to provide any other necessary certificates and documents. An advertising agent or issuer shall not be permitted
to act as an agent of or issue an advertisement if the certificate is found to be illegal or incomplete or if the content of the
advertisement is found to be false.

An advertising operator shall establish a system of keeping records for and reexamining the advertising businesses undertaken and
service filing for advertisements. An advertising service file shall be kept for no less than one year.

Article 17

Where an advertiser violates the provisions of Article 3 or item (5) of Article 8 of the Regulation by using an advertisement to
mislead or cheat users or consumers, the advertiser shall be ordered to publish a corrected advertisement within a corresponding
area. In light of the seriousness of the case in question, a notice of criticism may be circulated and the advertiser may be imposed
a fine of no more than three times the illegal gains but no more than 30,000 Yuan at the maximum, or a fine of no more than 10,000
Yuan if there are no illegal gains and shall be liable to pay compensation if the advertiser have caused any damage to users or consumers.

Where an advertising operator assists a advertiser to practice fraud, in light of the seriousness of the case in question, a notice
of criticism may be circulated, the illegal gains, if any, may be confiscated and the advertising operator may be imposed on a fine
of no more than three times the illegal earnings but no more than 30,000 Yuan at the maximum, or a fine of no more than 10,000 Yuan
if there is no illegal gains. When the case is serious, the advertising operator may be ordered to suspend business operations for
rectification and its business license or Advertising Operation Permit may be revoked. Joint and several liabilities shall be borne
by the operator if damage results to users or consumers.

The costs of issuing an amended advertisement shall be borne jointly by the advertiser and the advertising operator.

Article 18

Where the provisions of Article 4 or item (6) of Article 8 of the Regulation are violated, a notice of criticism may be circulated,
the illegal gains, if any, may be confiscated, and a fine of no more than 5, 000 Yuan may be imposed on the violator or an order
may be given to suspend business operations for rectification in light of the seriousness of the case in question.

Article 19

Where an advertising operator violates the provisions of Article 6 of the Regulation by engaging in advertising business without
a necessary license, it shall be punished in accordance with the relevant provisions of the Measures for Investigating into, Punishing
and Banning Permitless Business Operations. Where an advertising operator violates the provisions by exceeding its approved business
scope, it shall be punished according to relevant provisions of the laws and regulations on the administration of enterprise registration.

Article 20

Where an advertiser violates the provisions of Article 7 of the Regulation, in light of the seriousness of the case in question,
a notice of criticism may be circulated and a fine of no more than 5,000 Yuan may be imposed.

Article 21

Where any provision of items (1), (2), (3) or (4) of Article 8 of the Regulation is violated, a notice of criticism shall be circulated
regarding the advertising operator involved, the illegal gains, if any, shall be confiscated and a fine of no more than 10,000 Yuan
shall be imposed on. As for the advertiser involved, a notice of criticism may be circulated and a fine of no more than 10,000 Yuan
may be imposed, in light of the seriousness of the case in question.

Article 22

Where a news organization violates the provisions of Article 9 of the Regulations a notice of criticism may be circulated, the illegal
gains, if any, may be confiscated and a fine of no more than 10,000 Yuan may be imposed in light of the seriousness of the case in
question.

Article 23

Where an advertising operator violates the provisions of Article 10 of the Regulation, a notice of criticism may be circulated, the
illegal gains, if any, may be confiscated and a fine of no more than 10,000 Yuan may be imposed, in light of the seriousness of the
case in question.

Article 24

Where an advertiser violates the provisions of Article 11 of the Regulation by forging, altering, fraudulently using or illegally
copying an advertising certificate, a notice of criticism shall be circulated and a fine of no more than 5,000 Yuan shall be imposed
on the advertiser.

Any advertising operator who violates the provisions of items (3) of Article 11 of the Regulation shall be fined up to 1,000 Yuan.

Where an advertising operator provides an advertiser with illegal or false certificates, a notice of criticism shall be circulated,
a fine of no more than 5, 000 Yuan shall be imposed and the operator shall bear joint and several liabilities.

Article 25

Where an advertising operator violates the provisions of Article 12 of the Regulation, a notice of criticism may be circulated, the
illegal gains, if any, may be confiscated and a fine of no more than 3,000 Yuan may be imposed, in light of the seriousness of the
case in question. In the event of incurrence of a fraudulent advertisement, the operator shall be responsible for issuing an amended
advertisement. Whoever brings damage or losses to users or consumers shall bear joint and several liabilities.

Article 26

If anyone violates the provisions of Article 13 of the Regulation by illegally displaying or posting advertisements, the illegal
gains, if any, shall be confiscated, a fine of no more than 5,000 Yuan shall be imposed and a time limit shall be specified for the
dismantling and removal of the offending advertisements. In the event of failure to dismantle and remove such an advertisement within
the specified time limit, the dismantling and removal of the advertisement shall be enforced coercively, and the costs incurred thereby
shall be borne by the party who displayed or posted the advertisement.

Article 27

Where the provisions of Articles 14 or 15 of the Regulation are violated, a notice of criticism may be circulated, an order may be
issued to rectify the situation within a specified time limit, the illegal gains, if any, may be confiscated and a fine of no more
than 5,000 Yuan may be imposed, in light of the seriousness of the case in question.

Article 28

The present Detailed Implementing Rules shall go into effect as of January 1, 2005

the State Administration for Industry and Commerce
2004-11-30

CIRCULAR OF MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON RESUMING TUNG BOARDING EXPORT TAX-REFUND MEASURES

Ministry of Finance &The State Administration of Taxation

Circular of Ministry of Finance and the State Administration of Taxation on Resuming Tung Boarding Export Tax-refund Measures

Cai Shui [2004] No.201

December 17, 2004

To departments (bureaus) of finance and bureaus of state taxation of provinces, autonomous regions, municipalities directly under
the Central Government, cites specifically designated in the state plan, the financial supervision commissioners’ offices of provinces,
autonomous Regions, municipalities directly under the Central Government, cites specifically designated in the state plan, Ministry
of Finance of Xinjiang Production and Construction Corporations,

The export tax refund rate on Tung boarding is furbished under the warrant from the state council, with relative questions notified
as follow,

The tax-refund rate of Tung boarding, whose duty number is 44079920, shall be 13%.

This circular shall be effective from the date of June 1, 2004 (The specific time for implementation shall be the export date as indicated
by the customs houses in the Declaration on Export Goods (Used specifically for export tax refund purpose).

This circular is specifically issued

Ministry of Finance &The State Administration of Taxation
2004-12-17

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS

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

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

CIRCULAR ON PROVISIONS CONCERNING ESTABLISHING CHINESE-FOREIGN COOPERATIVELY-RUN SCHOOL OFFERING HIGHER EDUCATION FOR ACADEMIC QUALIFICATIONS ABOVE REGULAR UNIVERSITY EDUCATION AND HANDLING OF PROGRAM APPLICATIONS

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE EFFECTIVENESS OF THE AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF TRINIDAD AND TOBAGO ON THE AVOIDANCE OF DOUBLE TAXATION

CIRCULAR OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION OF CHINA ON THE APPROVAL OF WENZHOU ECONOMIC AND TECHNOLOGY DEVELOPMENT ZONE AS THE NATIONAL ISO14000 DEMONSTRATIVE ZONE

THE CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON EXEMPTION FROM BUSINESS TAX ON INSURANCE PROCEEDS OF HUATAI INSURANCE COMPANY OF CHINA, LTD.

PROMOTION OF AGRICULTURAL MECHANIZATION LAW

DETAILED IMPLEMENTATION RULES FOR THE REGULATION ON THE ADMINISTRATION OF ADVERTISING

CIRCULAR OF MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON RESUMING TUNG BOARDING EXPORT TAX-REFUND MEASURES

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