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NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE CONSUMPTION TAX RATE OF IMPORTED CIGARETTES

the ministry of finance, the state administration of taxation

Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Consumption Tax Rate of Imported Cigarettes

CaiShui [2004] No.22

January 29th, 2004

The Customs General Administration:

With a view to consolidating the policy of consumption tax on imported cigarettes and homemade cigarettes, and upon the approval of
the State Council, we hereby adjust the consumption tax rate of imported cigarettes, and give the following Circular on relevant
issues:

I.

From March 1, 2004, the proportional consumption tax rate applicable to imported cigarettes shall be determined in accordance with
the following measures:

1.

The price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional consumption
tax rate = (duty-paid value + customs duty + fixed consumption tax rate) /(1￿￿consumption tax rate). Among them, the duty-paid value
and the customs duty shall be the duty-paid value and the amount of customs duty of each standard carton of 200 cigarettes; the fixed
consumption tax rate shall be 0.6 Yuan (which comes from the calculation according to the existing fixed consumption tax rate) for
each standard carton of 200 cigarettes; the consumption tax rate shall be fixed as 30%.

2.

In case the price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional
tax rate is 50 Yuan or more, the proportional tax rate applicable shall be 45%. If the price of each standard carton of imported
cigarettes (200 cigarettes), which are determined for applying proportional tax rate, is less than 50 Yuan, the proportional tax
rate applicable shall be 30%.

II.

The composite assessable value of consumption tax applicable to and the amount of taxable consumption tax on imported cigarettes
shall be calculated according to the proportional consumption tax rate applicable as determined in the foregoing paragraph.

1.

The composite assessable value of consumption tax on imported cigarettes = (duty-paid value + customs duty + fixed consumption tax
rate)/(1?Cproportional consumption tax rate applicable to imported cigarettes).

2.

The amount of taxable consumption tax = the composite assessable value of consumption tax on imported cigarettes ￿￿the proportional
consumption tax rate applicable to imported cigarettes + fixed amount of consumption tax. Among them, the fixed amount of consumption
tax = quantity of imported cigarettes checked and ratified by the customs ￿￿ixed consumption tax rate, and the fixed consumption
tax rate shall be 150 Yuan for each standard box of 50,000 cigarettes.

Please comply with and implement this notice accordingly.



 
the ministry of finance, the state administration of taxation
2004-01-29

 






RULES FOR TAXATION ADMINISTRATIVE REVIEW (INTERIM)






State Administration of Taxation

Decree of the State Administration of Taxation of the People’s Republic of China

NO.8

Rules on Taxation Administrative Review (interim) , deliberated and adopted at the first executive meeting of the State Administration
of Taxation on January 17th, 2004, are hereby promulgated and shall be put in force as of May 1st, 2004.

Xie Xuren, Director of the State Administration of Taxation

February 24th, 2004

Rules for Taxation Administrative Review (interim)

Chapter I General Provisions

Article 1

With a view to preventing and rectifying the violations of laws or specific improper administrative actions of the tax authorities,
protecting the legal rights and interests of taxpayers and other interested parties, and ensuring and supervising the tax authorities
to lawfully exercise their mandate the current Rules are formulated in accordance with the Law of the People’s Republic of China
on Administrative Review, the Law of the People’s Republic of China on the Administration of Tax Collection and other relevant regulations.

Article 2

Taxpayers and other interested parties who believe their legal rights and interests have been infringed by a specific administrative
action of a tax authority, may apply for review to the taxation administrative review authority in accordance with legal procedures.
The Rules are applicable to taxation administrative review authorities in accepting the application for review and in making decisions
on administrative review.

Article 3

The tax administrative review authority referred to in the Rules (hereinafter referred to as the review authority) are those tax authorities
that lawfully investigate and make administrative review decisions on specific administrative actions after receiving applications
for review.

Article 4

Agencies of the review authorities in charge of taxation legal affairs (hereinafter referred to as legal affairs agencies) shall shoulder
the specific responsibility of administrative review and perform the following duties:

(1)

Accepting the application for administrative review;

(2)

Investigating and searching for evidence from relevant organizations and persons, consulting documents and materials;

(3)

Examining whether a specific administrative action under a review application is lawful and proper and drafting an administrative
review decision.

(4)

Handling or transferring examination applications listed in Article 9 of the Rules;

(5)

In accordance with the prescribed jurisdiction and procedures, putting forward proposals for handling actions violating the Administrative
Review Law and the Rules;

(6)

Handling matters for responding to administrative lawsuits lodged because of objections to administrative review decisions;

(7)

Examining and supervising the administrative review work of tax authorities at lower levels;

(8)

Handling compensation issues as result of the administrative review cases;

(9)

Collecting statistics, making reports and keeping files for administrative review, lawsuits and compensation cases.

Tax authorities at all levels shall establish sound legal affairs agencies and assign fulltime clerks in charge of administrative
review and corresponding lawsuits to ensure smooth progress of the work.

Article 5

In performing the administrative review duties, the review authorities shall fortify the awareness of responsibility and service,
establish the concept of rule-based administration, follow the principles of legitimacy, impartiality, transparency, timeliness and
convenience for the people, adhere to correcting errors if any, cleave to laws, and ensure the correct implementation of the laws
and regulations.

Article 6

If taxpayers and other parties concerned disagree to tax administrative review decisions, they may bring administrative lawsuits to
the people’s courts in accordance with the Law on Administrative Procedures.

Article 7

Expenses incurred in administrative review and litigation in the tax authorities at all levels shall be covered by administrative
budget.

Chapter II Scope of Taxation-related Administrative Review

Article 8

The review authorities shall accept applications for administrative review as a result of objections to any of the following specific
administrative actions:

(1)

Tax collection by the tax authorities, including specific administrative actions such as confirming the taxable entities, taxable
items, scope of taxation, tax reduction, exemption and refund, applicable tax rate, tax base, intermediate links of taxation, time
limit for tax payment and tax collection methods as well as tax collection, imposing fines on tax owed, actions of withholding agents,
and tax collection by agents entrusted by tax authorities.

(2)

Measures taken by the tax authorities to guarantee the tax revenue:

(a)

Written notification to banks or other financial institutions to temporarily freeze an account;

(b)

Seizing or detaining commodities, goods or other property.

(3)

Failure to timely withdraw tax revenue guarantee measures by the tax authorities which results in infringement of the legal rights
and interests of taxpayers;

(4)

Mandatory enforcement measures taken by the tax authorities:

(a)

Written notifications to banks or other financial organizations to withhold tax payments from deposits of the concerned parties;

(b)

Selling or auctioning the seized or detained commodities, goods or other properties.

(5)

Administrative penalty imposed by the tax authorities:

(a)

fines;

(b)

confiscation of properties and illegal income;

(c)

depriving the right of getting export tax refund.

(6)

The actions of the tax authorities in refusing to lawfully handle a matter or to give a reply:

(a)

Refusing to approve tax reductions and exemptions or export tax refund;

(b)

Refusing to credit the tax;

(c)

Refusing to rebate tax;

(d)

Refusing to issue tax registration certificate or sell invoices;

(e)

Refusing to issue tax payment vouchers and receipts;

(f)

Refusing to identify the normal value-added tax payers;

(g)

Refusing to approve deferred tax declaration, and deferred tax payment.

(7)

The actions of the tax authorities in disqualifying the general VAT payers;

(8)

The actions of the tax authorities in capturing and stopping selling invoices;

(9)

The actions of the tax authorities in ordering the taxpayers to present tax payment guarantees or not to lawfully confirm the validity
of their tax payment guarantees.

(10)

The actions of the tax authorities in refusing to lawfully grant awards to tax evasion reporters.

(11)

Decision of the tax authorities of notifying the border exit department to prevent exit of border.

(12)

Other specific administrative actions of the tax authorities.

Article 9

Any taxpayers or other parties concerned believing that the following basis for the specific administrative actions of the tax authorities
are illegal may apply to the review authorities for examining these basis when applying for the administrative review of the specific
administrative actions:

(1)

The rules of the State Administration of Taxation and other departments of the State Council:

(2)

The rules of the tax authorities at other levels;

(3)

The rules of the local people’s governments;

(4)

The rules of departments of the local people’s governments.

The provisions mentioned in the preceding Paragraph exclude regulations and rules.

Chapter III Jurisdiction of the Taxation Administrative Review

Article 10

Objections against specific administrative actions of tax authorities at any level shall be referred to the tax authorities at a higher
level for administrative review.

The objections against the specific administrative actions of the local tax bureaus at provinces, autonomous regions and municipalities
directly under the central government may be taken to the State Administration of Taxation or the people’s governments of provinces,
autonomous regions and municipalities directly under the central government for review.

Article 11

The objections against the specific administrative actions of the State Administration of Taxation shall be taken to the State Administration
of Taxation for administrative review. In case of disagreement to the review decision, the applicants may lodge an administration
lawsuit to the people’s court or may apply to the State Council for arbitration. The ruling of the State Council is final.

Article 12

Those who have any objections against the specific administrative actions of tax authorities or organizations other than those prescribed
in Articles 10 and 11 of the Rules shall apply for administrative review in accordance with the following rules:

(1)

Those who have any objections against the specific administrative actions of municipalities separately listed in the state budgetary
planning shall apply for administrative review to the provincial tax bureaus.

(2)

Those who have objections against the specific administrative actions of tax offices or inspection departments of tax bureaus at any
level shall apply for administrative review to their supervising tax authorities.

(3)

Those who have objections against the withholding actions of withholding agents shall apply for administrative review to the tax authorities
at a higher level than the competent tax authorities in charge of the withholding agent. As for objections against the tax collection
actions of agencies entrusted by the tax authorities, the application for review shall be brought to the tax authorities at a higher
level than the authorization tax authority.

(4)

For tax-related cases jointly investigated by the state tax bureau,(including inspection department and tax office) and local tax
bureau (including inspection bureau and tax office) , tax authority and other administrative departments, all departments involved
shall, in accordance with their respective jurisdiction, take specific administrative actions respectively rather than jointly after
consulting other parties.

For objections against the specific administrative actions jointly made by the state tax bureau (including inspection bureau and tax
office) and local tax bureau (including inspection bureau and tax office) , the application for review shall be made to the State
Administration of Taxation. For objections against the specific administrative actions made jointly by the tax authority and other
administrative departments, the application for review shall be submitted to their common supervising administrative authority at
a higher level.

(5)

For objections against the specific administrative actions of a dissolved tax department made before it was dissolved, the application
for the review shall be submitted to the tax authority at a higher level than the former tax authority.

For any one of the circumstances described in(2) ,(3) ,(4) and(5) , the applicants may apply for review to the local county people’s
government where the specific administrative action occurs. The county people’s governments accepting the application shall be responsible
for transferring the application according to laws and regulations.

Chapter IV Application for Tax Administrative Review

Article 13

Applicants may put forward the application for administrative review within 60 days after being notified of the specific administrative
action of the tax authorities. Where the legal time limit is delayed due to justifiable reasons such as force majeure or obstacles
set by the respondents, the application time limit shall start from the date of the elimination of the obstacles.

Article 14

Where the taxpayers, withholding agents and sureties of tax payment object to the actions listed in Item 1 and Subparagraph 1,2,3
in Item 6 of Article 8 of the Rules, they shall apply for administrative review first. Should disagreement to the decision of the
administrative review occur, they might then appeal to the people’s court.

Where applicants apply for administrative review according to the preceding provisions, they shall first pay taxes and overdue fines
or provide relevant guarantees in line with the tax amount and time limit confirmed by tax authorities in accordance with laws and
regulations, after the confirmation of which by the tax authorities, they may apply for administrative review within 60 days starting
from the date of confirmation.

The means of guarantee provided by applicants include surety, mortgage and pledge. The tax authorities taking the specific administrative
action shall examine the qualification and credit of the surety, and have the right to refuse those without legal qualifications
or ensuring capacity. The tax authorities taking the specific administrative action shall examine the mortgage and pledge provided
and shall refuse to confirm those falling short of legal conditions.

Article 15

Where the applicants object to other specific administrative actions than the actions listed in Item 1 and Subparagraph 1, 2, 3 in
item 6 of Article 8 of the Rules, they may apply for administrative review or directly appeal to the people’s court.

Article 16

Applicants may make applications either in written form or orally. In case of oral application, the review authorities shall record
on spot the basic information about the applicants, their request for administrative review, and the key facts, arguments and time
of the review application.

Article 17

Taxpayers or other parties concerned requesting for administrative review are the applicants of the tax administrative review, specifically
refer to the taxpayers, withholding agents, tax guarantee providers and other persons concerned.

Where the citizens having the right to apply for administrative review are dead, their families or close relatives may apply for administrative
review. Where the citizens having right to apply for administrative review lose behavioral ability or are disabled, their legal representatives
may apply for the administrative review on their behalf.

Where the legal persons or other organizations having right to apply for administrative review are merged, split or terminated, the
legal persons or other organizations inheriting their right may apply for the administrative review.

Other citizens, legal persons or organizations having a stake in the specific administrative action under review may participate in
the administrative review as third party.

A third party who is not the target of a specific administrative action but whose right has been directly deprived of, restricted
or who is compelled to obligations by such specific administrative action, may apply for administrative review personally if the
direct target does not make the application.

Applicants and third parties may entrust agents to take part in the administrative review on their behalf, while the respondents shall
not entrust any agents to participate in the administrative review on their behalf.

Article 18

Where taxpayers or other parties concerned apply for administrative review on the specific administrative action of the tax authorities,
the tax authorities taking the action shall be the respondents.

Article 19

An applicant shall not institute an administrative lawsuit to the people’s court within the legal time limit for administrative review,
should his application to the review authority for administrative review have been submitted and accepted. Should an applicant have
lodge an administrative lawsuit to the people’s court, which has accepted the case, the applicant shall not apply for administrative
review.

Chapter V Acceptance of Tax Administrative Review

Article 20

After receiving the application for administrative review, the review authority shall examine it within 5 days and make a decision
on whether to accept it. The review authority shall refuse those applications inconsistent with the Rules and notify the applicants
in written form.

Applications for administrative review shall be refused in the following circumstances:(1) applications for cases outside the scope
of administrative review;(2) applications submitted after the legal time limit;(3) applications without specific respondent and objects
of administrative review;(4) applications having been submitted to other review authorities for administrative review and been accepted;(5)
applications whose applicants have brought the cases to the people’s court, which has accepted the case;(6) applications whose applicants
have disputes on tax with the tax authorities, and have not pay tax and late fee or have provided no guarantees or invalid guarantee;(7)
applications whose applicants do not meet the qualifications for application.

For those qualified applications that are not under the jurisdiction of a review authority, the review authority shall inform the
applicants of the right review authorities they should turn to.

Should the review authority do not examine the application and make a decision on refusing it within time limit prescribed above after
receiving the application for administrative review, the application shall be considered as being accepted.

Article 21

For those qualified review applications, the date when the legal affairs sections of the review authorities receive them shall be
the date of acceptance. The review authorities shall notify the applicants of the acceptance of the application in written form.

Article 22

For the specific administrative actions that shall be first applied to the review authorities for administrative review and then be
brought to the people’s court if the applications are rejected, or no replies are given when the legal time limit for the review
expires, the taxpayers or other parties concerned may lawfully bring the cases to the people’s court within 15 days after receiving
the rejection letters or after the expiration of the administrative review deadline, if the review authorities refuse to accept the
applications or fail to reply within the review time limit.

In case of extension of review time limit according to Article 43 of the Rules, the date of the expiration of the review time limit
shall be the date after the extension.

Article 23

Where the taxpayers and other parties concerned lawfully apply for review, but the review authorities refuse to accept without justifiable
reasons, the tax authorities at higher level shall order the review authorities to accept the applications if the applicants do not
appeal to the people’s court. If necessary, the tax authorities at higher level may directly accept the applications.

Article 24

During the term of the review, the specific administrative action shall not cease unless one of the following circumstances exists:

(1)

The respondent believes it necessary to cease;

(2)

The review authority believes it necessary to cease;

(3)

The applicant applies for ceasing implementation and the review authority believes the request is reasonable and determines to cease
the implementation;

(4)

It shall cease according to laws and regulations.

Article 25

The administrative review shall be suspended in any of the following circumstances:

(1)

The applicant dies and it is necessary to wait for the inheritor to make clear whether or not to participate in the administrative
review;

(2)

The applicant has lost the capability to engage in litigation and his legal representative has not been designated yet;

(3)

The administrative institution, the legal person or any other organization as one of the parties has terminated, and the party to
inherit its rights and obligations has not been determined yet;

(4)

The review authority can not investigate for a while because of force majeure;

(5)

The basis for the specific administrative action is being processed according to Article 39 and 40 of the Rules;

(6)

The adjudication of the case pending is dependent on the results of the trial of another case that has not yet been concluded;

(7)

The respondent is performing certain duties as the applicant applied for;

(8)

Other circumstances that warrant the suspension of the administrative review.

The suspension of the administrative review shall be notified to parties concerned in written form. The administrative review shall
resume after the causes of the suspension have been eliminated.

Article 26

The administrative review shall be terminated in any of the following circumstances:

(1)

The applicant withdraws the application for administrative review according to Article 38 of the Rules;

(2)

After accepting of the application, the review authority finds that other review authority or the people’s court has accepted the
case prior to it;

(3)

The applicant dies without an inheritor, or the inheritor waives the right to apply for administrative review;

(4)

After the termination of a legal person or other organization, the applicant of the administrative review, its inheritor waives the
right to apply for administrative review; If 60 days after the suspension of an administrative review due to circumstances 1 and
2 of Article 25 , nobody applies to resume, the administrative review shall be terminated unless sound reasons are presented;

(5)

The review authority finds out that the requirements for accepting applications are not met after accepting the application for administrative
review.

The termination of the administrative review shall be notified to relevant parties in writing.

Chapter VI Evidence

Article 27

Evidence shall be classified as follows:

(1)

documentary evidence;

(2)

material evidence;

(3)

video and audio material;

(4)

testimonies of witnesses;

(5)

statements of the parties concerned;

(6)

appraisal conclusions; and

(7)

written record of spot inspection or investigation, and written record at the locale.

Article 28

In the administrative review, the respondent shall have the burden of proof for the specific administrative action it has undertaken.

Article 29

The review authority shall take facts supported by evidence as the basis for the review of the cases.

Article 30

The review authority shall examine the validity of the evidence from the following aspects based on the specific circumstances of
each case:

(1)

whether the evidence meets the requirement on legal form;

(2)

whether the procurement of evidence meets the requirement prescribed by laws, regulations, rules, judicial interpretations and other
provisions;

(3)

whether there exist any other law-violating circumstances that have an impact on the validity of the evidence.

Article 31

The review authority shall examine the authenticity of evidence from the following aspects based on specific circumstances of each
case:

(1)

the causes that lead to the evidence;

(2)

the objective circumstances when the evidence is found;

(3)

whether the evidence is original and whether the duplicated copy is consistent with the original.

(4)

whether the interest of the witness or person providing the evidence is connected with the parties concerned in the case;

(5)

other factors that may influence the authenticity of evidence.

Article 32

The following evidence materials shall not be taken as the basis for deciding on a verdict:

(1)

evidence materials collected in a way that goes against the legal proceedings;

(2)

evidence materials infringing other persons’ lawful rights and interests obtained in such ways as shooting and recording on the sneak,
wire tapping etc;

(3)

evidence materials procured in such wrongful ways as temptation, fraud, menace, violence etc;

(4)

evidence materials provided by parties concerned beyond the time limit without reasonable grounds;

(5)

duplicates provided by a party concerned who refuses to present the originals without reasonable grounds, and cannot present any other
supporting evidence, which are not acknowledged by the counterpart;

(6)

evidence materials which are unable to determine true or false;

(7)

testimony provided by a witness unable to express his idea precisely;

(8)

other evidence materials bearing no validity and authenticity.

The relevant materials procured by the legal affairs agencies according to item 2 of Article 4 of the Rules shall not be taken as
evidence supporting the specific administrative action of the respondent.

Article 33

In the course of an administrative review, the respondent shall not go its own way to collect evidence from the applicant, other relevant
organizations or individuals.

Article 34

The applicant and the third party may have access to the written reply of the respondent, evidence and justifications for the specific
administrative action, and other relevant materials. The review authority shall not refuse except for materials concerning state
secrets or commercial secrets or the privacy of individuals.

Chapter VII Decision of Tax Administration Review

Article 35

The administrative review adopts the way of paper examination in principle. Where, however, the applicants request for or the legal
affairs section believes it necessary, the opinions of the applicants, respondents and the third party shall be solicited, and relevant
organizations or individuals may be consulted for useful information.

Article 36

The review authority shall comprehensively examine the factual evidence, legal proceedings, legal basis and the validity and propriety
of the rights and obligations provided for, which are the basis for the specific administrative action of the respondent.

Article 37

The legal affairs agency of a review authority shall deliver the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application to the respondent within 7 days after accepting the review application.

The respondent shall put forward a written reply and provide the evidence, basis and other relevant materials for taking the specific
administrative action within 10 days after receiving the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application.

Article 38

Before the review decision is made, the applicant may withdraw its application, but shall not apply again for administrative review
based on the same basic facts or reasons.

Article 39

Where an applicant applies for examination of the relevant rules when applying for administrative review according to Article 9 of
the Rules, the review authority shall lawfully handle that within 30 days if it has the right to do so. If it is beyond its mandate,
the review authority shall transfer the case to the appropriate administrative department within 7 days in conformity with the legal
procedures. The administrative department with proper mandate shall settle the case within 60 days according to the law. During the
processing period, the examination on the specific administrative action shall be suspended.

Article 40

Where the review authority believes, during the examination, that the specific administrative action of the respondent is not legally
based and the authority has the right to deal with it, the review authority shall deal with it within 30 days according to the law.
For cases beyond its mandate to deal with, the review authority shall, within 7 days, transfer it in line with the legal procedures
to the appropriate state department. During the process of handling the legal basis,, the examination on the specific administrative
action shall be suspended.

Article 41

The legal affairs agency shall examine the validity and properness of the specific administrative action taken by the respondent,
put forward proposals and, upon consent of the head of the review authority, work out the review decision in conformity with the
following rules:

(1)

Where the facts are clear, evidence strong, legal basis correct, procedures lawful and content proper, the review authority shall
maintain the administrative action.

(2)

Where the respondent fails to perform its statutory duty, the review authority shall make a decision that the respondent shall perform
its duty within certain time limit.

(3)

In one of the following circumstances, the review authority shall decide to cancel, change or confirm the action unlawful. Should
an administrative action be decided to cancel, change or confirmed unlawful, the review authority may order the respondent to take
a new administrative action within certain time limit:

(a)

The main facts are not clear, the evidence is not sufficient.

(b)

The legal basis is wrong.

(c)

The legal procedures are not followed.

(d)

The respondent steps over or abuses its power.

(e)

The specific administrative action is obviously inappropriate.

Should the review authority order the respondent to take a new administrative action, the respondent shall not take the same or similar
action based on the same facts and arguments. However, where the review authority decides to cancel the action as it is found to
be taken in a way violating the legal procedures, the respondent is not bound by the above provision when taking a new administrative
action.

(4)

Where the respondent fails to put forward a written reply, provide the basis, evidence and other relevant materials for the specific
administrative action in accordance with Article 37 of the Rules, the specific administrat

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

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

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

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

March 16, 2004

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

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

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

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

1.

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

Samples

(7)

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

(8)

The containers of holding the goods;

(9)

Other goods used for non-commercial purpose.

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

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

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

 



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

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

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

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

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

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

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

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

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

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

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






FUNDS FOR INVESTMENT IN SECURITIES LAW

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










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

Contents 

Chapter I     General Provisions 

Chapter II    Fund Managers 

Chapter III   Fund Custodians 

Chapter IV    Raising of Capital 

Chapter V     Trading of Fund Units 

Chapter VI    Subscription and Redemption of Fund Units 

Chapter VII   Operation of Funds and Disclosure of Information 

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

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

Chapter X     Supervision and Regulation 

Chapter XI    Legal Responsibility 

Chapter XII   Supplementary Provisions 

Chapter I 

General Provisions 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter II 

Fund Managers 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 19  A fund manager shall perform the following duties: 

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

(2) completing procedures for the registration of funds; 

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

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

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

(6) preparing interim and annual fund reports; 

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) it grossly violates laws or regulations; 

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

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

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

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

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

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

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

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

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

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

Chapter III 

Fund Custodians 

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 29  A fund custodian shall perform the following duties: 

(1) keeping safe custody of fund assets; 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) it grossly violates any law or regulation; 

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

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

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

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

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

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

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

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

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

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

Chapter IV 

Raising of Capital 

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

(l) an application report; 

(2) a draft fund contract; 

(3) a draft fund custodian agreement; 

(4) a draft prospectus; 

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

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

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

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

Article 37  A fund contract shall include the following information: 

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

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

(3) the mode of operation of the fund; 

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

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

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

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

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

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

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

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

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

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

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

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

(16) mechanism for resolution of disputes; and 

(17) other matters agreed upon by the parties. 

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

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

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

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

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

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

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

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

(8) risk warning statements; and 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter V 

Trading of Fund Units 

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

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

Article 48  T

ANNOUNCEMENT OF THE MINISTRY OF COMMERCE

Ministry of Commerce

Announcement of the Ministry of Commerce

[2004] No. 38

August 3rd, 2004

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

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

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

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

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

Japanese Companies:108%

The companies of ROK

1.

KOC Co., Ltd.: 28%

2.

All others: 35%

The companies of USA: 184%

The companies of France

1.

ATOFINA S.A.: 118%

2.

All others: 120%

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

 
Ministry of Commerce
2004-08-03

 



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

China Securities Regulatory Commission

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

Zheng Jian Ji Gou Zi [2004] No. 96

August 12, 2004

All securities companies:

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

1.

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

2.

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

3.

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

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

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

4.

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

5.

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

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

6.

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

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

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

7.

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

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

8.

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

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

 
China Securities Regulatory Commission
2004-08-12

 



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

Standing Committee of the National People’s Congress

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

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

ContentsChapter I General Provisions

Chapter II Aquaculture

Chapter III Fishing

Chapter IV Increase and Protection of Fishery Resources

Chapter V Legal Liability

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1

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

Article 2

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

Article 3

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

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

Article 4

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

Article 5

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

Article 6

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

Article 7

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

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

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

Article 8

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

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

Article 9

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

Chapter II Aquiculture

Article 10

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

Article 11

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

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

Article 12

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

Article 13

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

Article 14

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

Article 15

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

Article 16

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

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

Article 17

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

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

Article 18

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

Article 19

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

Article 20

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

Chapter III Fishing

Article 21

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

Article 22

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

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

Article 23

The State shall implement fishing license system on fishery industry.

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

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

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

Article 24

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

(1)

he has the fishing vessel inspection certificate;

(2)

he has the fishing vessel registration certificate;

(3)

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

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

Article 25

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

Article 26

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

Article 27

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

Chapter IV Increase and Protection of Fishing Resources

Article 28

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

Article 29

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

Article 30

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

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

Article 31

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

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

Article 32

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

Article 33

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

Article 34

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

Article 35

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

Article 36

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

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

Article 37

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

Chapter V Legal Liability

Article 38

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

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

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

Article 39

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

Article 40

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

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

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

Article 41

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

Article 42

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

Article 43

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

Article 44

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

Article 45

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

Article 46

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

Article 47

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

Article 48

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

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

Article 49

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

Chapter VI Supplementary Provisions

Article 50

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



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

 






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

Standing Committee of the National People’s Congress

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

No. 21

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

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

August 28th, 2004

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

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

1.

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

2.

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

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

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



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

 






MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

the China Securities Regulatory Commission

Order of the China Securities Regulatory Commission

No. 22

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

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

Chairman of the China Securities Regulatory Commission Shang Fulin

September 16, 2004

Measures for the Administration of Securities Investment Fund Management Companies

Chapter I General Provisions

Article 1

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

Article 2

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

Article 3

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

Article 4

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

Article 5

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

Chapter II Establishment of Fund Management Companies

Article 6

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

Article 7

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

The principal shareholders shall meet the following conditions:

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

Article 8

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

Article 9

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

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

1.

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

2.

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

3.

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

4.

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

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

Article 10

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

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

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

Article 11

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

Article 12

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

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

Article 13

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

Article 14

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

Article 15

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

1.

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

2.

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

3.

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

Article 16

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

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

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

Chapter III Alteration and Dissolution of Fund Management Companies

Article 17

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

1.

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

2.

Alteration of the name and domicile;

3.

Amendment to articles of association; and

4.

Other major matters prescribed by the CSRC.

Article 18

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

Article 19

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

1.

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

2.

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

3.

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

4.

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

5.

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

Article 20

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

Article 21

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

Article 22

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

Article 23

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

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

Article 24

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

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

Article 25

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

Article 26

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

Article 27

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

Article 28

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

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

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

Article 29

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

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

Article 30

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

Other conditions as prescribed by the CSRC.

Article 31

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

Article 32

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

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

Article 33

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

Article 34

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

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

Article 35

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

Chapter V Governance and Management of Fund Management Companies

Article 36

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

Article 37

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

Article 38

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

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

Article 39

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

Article 40

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

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

Article 41

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

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

1.

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

2.

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

3.

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

4.

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

Article 42

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

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

Article 43

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

Article 44

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

Article 45

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

Article 46

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

Article 47

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

Article 48

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

Article 49

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

Article 50

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

A fund management company shall draw risk reserves as required.

Article 51

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

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

Article 52

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

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

Article 53

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

Chapter VI Supervision and Administration

Article 54

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

Article 55

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

Article 56

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

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

1.

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

2.

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

3.

Quarterly report and annual report of supervisions and audit; and

4.

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

Article 57

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

Article 58

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

1.

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

2.

The shareholders of the company dispose its capital contribution;

3.

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

4.

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

5.

The shareholders enter into liquidation procedures or are taken over;

6.

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

7.

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

8.

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

9.

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

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

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

Article 59

Where the competent authority at the regis

1...345...29Page 4 of 29

CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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