CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT TAX ISSUES CONCERNING THE PILOT JOINT DEVELOPMENT OF BONDED AREAS AND PORT ZONES

State Administration of Taxation

Circular of the State Administration of Taxation on Relevant Tax Issues Concerning the Pilot Joint Development of Bonded Areas and
Port Zones

Guo Shui Fa [2004] No.117

To State tax bureaus of various provinces, autonomous regions, municipalities directly under the Central Government and cities specifically
designated in the state plan:

In accordance with the Official Reply of the General Office of the State Council on Approving the Pilot Joint Development of Shanghai
Waigaoqiao Bonded Area and Port Zone (Guo Shui Han2003No.81), it is approved to carry out pilot joint development of Shanghai
Waigaoqiao bonded area and port zone, and, in Waigaoqiao port zone with enclosed fence, to allocate a piece of land covering an
area of 1.03 square meters as logistics zone of Waigaoqiao bonded area (hereinafter referred to as the “bonded logistics zone”).
Related tax policies to be implemented in such bonded logistics zone are hereby released as follows:

A bonded logistics zone is a particular area which is approved by the State Council and administered by the Customs in a closed way.

Goods transported into the bonded logistics zone by enterprises outside the zone (hereinafter referred to as enterprises outside the
bonded logistics zone) shall be regarded as exported goods. Such enterprises shall, upon presentation of goods declaration for exportation
(special for export tax refund) issued by the Customs in conjunction with other required certificates, apply to the competent tax
authority for tax refund (exemption). Enterprises outside the bonded logistics zone as used in these Measures shall refer to enterprises
authorized with the right to import or export (including industry and trade companies engaged in foreign business, foreign-funded
enterprises and productive enterprises with the right to import or export)and productive enterprises which have no right to import
or export but entrust other enterprises with such right to make export declaration.

After receiving the application filed by enterprises outside the bonded logistics zone for tax refund (exemption), the competent tax
authority shall conduct examination and verification in strict compliance with the Circular of the State Administration of Taxation
on Printing and Issuing the Interim Measures on Taxation Administration of Export Processing Zones (Guo Shui Fa2000No.155), the
Circular of the State Administration of Taxation on Tax Refund for Water, Electricity and Gas Consumed in Export Processing Zones
(Guo Shui Fa2002No.116), the Official Reply of the State Administration of Taxation on Tax Refund for Exportation of Goods and
Materials for Capital Construction in Wuhu Export Processing Zone(Guo Shui Han2004No.805)and other pertinent documents, and shall
process the tax refund application after no incompliance and incorrectness has been found in such examination and verification.

With regard to the sales, export and consigned processing of goods by enterprises located in the bonded logistics zone, tax policies
applicable to such enterprises as well as tax administration shall be carried out by applying mutatis mutandis Document Guo Shui
Fa2000No.155.

This Circular shall come into effect as of the date when the bonded logistics zone is checked and accepted by the General Administration
of Customs, the State Administration of Taxation and other pertinent departments and is operated in a closed way by the customs.

State Administration of Taxation

September 13, 2004

State Administration of Taxation
2004-09-13

CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY AND CHINA SECURITIES REGULATORY COMMISSION ON THE RELEVANT ISSUES CONCERNING SECURITIES INVESTMENT OF ENTERPRISE ANNUITY FUND

the Ministry of Labor and Social Security, China Securities Regulatory Commission

Circular of the Ministry of Labor and Social Security and China Securities Regulatory Commission on the Relevant Issues concerning
Securities Investment of Enterprise Annuity Fund

Lao She Bu Fa [2004] No. 25

The labor and social security offices or bureaus of all the provinces, autonomous regions, and municipalities directly under the Central
Government, and the regulatory bureaus under China Securities Regulatory Commission of all the provinces, autonomous regions, municipalities
directly under the Central Government, and cities specifically designated in the state plan, the Shanghai and Shenzhen Stock exchanges,
the China Securities Depository and Clearing Corporation Limited, and the Securities Association of China,

For the purpose of implementing the Several Opinions of the State Council on Pushing forward the Reform and Opening and Stable Development
of Capital Market, ensuring the safety of enterprise annuity fund, maintaining the legitimate rights and interests of the parties
of the enterprise annuity fund management, and promoting the healthy development of enterprise annuity fund, The Circular on the
relevant issues concerning the securities investment of enterprise annuity fund is hereby issued as follows:

The fiduciaries, trustees, and investment custodians shall, in accordance with the Trial Measures for Enterprise Annuity Fund Management,
manage the enterprise annuity fund and engage in securities investment activities.

II.

A trustee shall apply for opening securities account for enterprise annuity fund upon the entrustment of a fiduciary. In light of
each portfolio that is managed by the investment custodian of enterprise annuity fund, the securities account shall be opened in
the joint name of the enterprise annuity plan and the trustee.

III.

A trustee shall be responsible for the clearing and settlement of the capital of enterprise annuity fund entrusted to it. An investment
custodian shall ensure the ordinary operation of the securities transaction of enterprise annuity fund, and assume the settlement
responsibilities for its acts of overbuying and short selling in the course of investment.

IV.

A trustee shall apply for opening a settlement reserve account in its own name in the China Securities Depository and Clearing Corporation
Limited (hereinafter referred to as the China Clearing Corporation) for clearing and settling the capital of all the funds (including
enterprise annuity fund) entrusted to it.

An investment custodian shall lease or arrange special seats for securities transaction of enterprise annuity fund for different trustees.

VI.

A trustee and an investment custodian shall timely obtain the settlement data of securities transaction of enterprise annuity fund
from the stock exchange and the China Clearing Corporation, and shall check with the stock exchange and the China Clearing Corporation
in time if any mistake is discovered in the data.

VII.

As a contact person for information disclosure of a stock exchange, a trustee shall, in accordance with the requirements of the business
rules of a stock exchange, report the relevant materials and remind the fiduciary of fulfilling the obligation of information disclosure
in time.

VIII.

A fiduciary, trustee, and investment custodian shall, in accordance with the Business Guide for the Depository and Clearing of Securities
Investment of Enterprise Annuity Fund (See the Annex), carry out management on securities account concerning enterprise annuity fund
and the relevant businesses of securities depository, custody and settlement, etc.

IX.

The Ministry of Labor and Social Security shall regularly or irregularly conduct supervision over and inspection on fiduciaries, trustees
and investment custodians for their implementation of the aforesaid provisions.

The present Circular shall be applicable to other social securities funds that may be used for securities investment as prescribed
in other regulations as of the date of its promulgation.

Annex: Business Guide for the Depository and Clearing of Securities Investment of Enterprise Annuity Fund

Ministry of Labor and Social Security and China Securities Regulatory Commission

September 29, 2004 Annex:Business Guide for the Depository and Clearing of Securities Investment of Enterprise Annuity Fund

Article 1

For the purpose of facilitating the participation of enterprise annuity fund in the investment activities in the securities market,
ensuring the safety of fund assets, and protecting the legal rights and interests of employees, the present Business Guide is formulated
in accordance with the state laws and regulations, the Trial Measures on Enterprise Annuity, the Trial Measures on Enterprise Annuity
Fund Management, and in light of the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as the
CSRC) and the relevant business rules of the China Securities Depository and Clearing Corporation Limited (hereinafter referred to
as the China Clearing Corporation).

Article 2

The present Business Guide shall be applicable to the management on securities accounts concerning the investment of enterprise annuity
fund and the relevant securities depository, custody and clearing, and other businesses.

Article 3

The securities account of enterprise annuity fund shall be opened by the trustee of enterprise annuity plan (hereinafter referred
to as the “trustee”) directly at the Shanghai and Shenzhen branches of the China Clearing Corporation (hereinafter referred to as
the China Clearing Corporation uniformly).

Article 4

When opening a securities account of enterprise annuity fund, a trustee shall provide the following materials:

The application Form for Registration of Securities Account of an Institution;

The original copy and photocopy of the letter of confirmation (including registration number) on enterprise annuity plan as issued
by the regulatory institutions of enterprise annuity fund under the labor security department;

The power of attorney from the fiduciary of the enterprise annuity plan to the trustee (hereinafter referred to as the “fiduciary”);

The photocopies of the certificate of the legal representative of the trustee and the valid identification document of the legal representative;

The power of attorney of the legal representative or the documents of approval of the parent bank on the qualification of its branch
bank for their launching enterprise annuity fund custody business;

The photocopy of the business license of the trustee with his/its seal of authorization;

The original copy of the trusteeship agreement concluded between the fiduciary and the trustee;

The original copy and photocopy of the valid identification documents of the handling agent; and

Other materials as required by the China Clearing Corporation.

Article 5

A trustee shall, when filling in the Application Form for Registration of Securities Account of an Institution, fill in the item of
“name of the holder” with “**enterprise annuity plan plus the name of the trustee and the item of “number of identification documents”
with “registration number in the letter of confirmation of enterprise annuity plan as issued by the regulatory institution of enterprise
annuity fund under the labor security department”. The name of enterprise annuity plan and the registration number shall be filled
in according to item (2) of Article 4 of the present Business Guide. Ten securities accounts may be opened separately in different
markets for a single enterprise annuity fund, except the case that any more securities account is approved by the CSRC and the Ministry
of Labor and Social Security.

Article 6

The China Clearing Corporation may open an account after examining the materials as prescribed in Article 4 of the present Business
Guide and if there is no mistake in them, and shall keep the original copy or photocopy of the prescribed documents.

Article 7

In case a trustee applies for inquiring about the registration materials of a securities account, alteration, reporting the loss of
account card and its makeup, writing off the account or for other businesses, it shall handle it with reference to the relevant provisions
of the Rules of the China Securities Depository and Clearing Corporation Limited for Securities Account Management. Articles 8 and
9 of the present Business Guide shall be followed for the alteration of the trustee of enterprise annuity plan.

Article 8

After a trustee of an enterprise annuity plan is altered, a new trustee shall be entrusted to apply for handling the alteration of
registration materials of securities account. An applicant shall submit the following materials:

The application Form for Alteration of Registration Materials of Securities Accounts;

The power of attorney from a fiduciary to a trustee;

The photocopy of the certificate of legal representative of a trustee and the valid identification document of the legal representative;

The power of attorney of the legal representative of a trustee or documents of approval of the parent bank for the qualification of
its branch bank for its launching enterprise annuity fund trusteeship business;

The photocopy of the business license of a trustee with its seal of authorization;

The original copy of the trusteeship agreement concluded by a fiduciary and a new trustee;

The securities account card;

The letter of confirmation for rescinding trusteeship relations as issued by the former trustee;

The original copy and photocopy of the valid identification documents of the handling agent; and

10.

Other materials as required by the China Clearing Corporation.

Article 9

In case the trustee for enterprise annuity plan is altered, the China Clearing Corporation may alter the registration materials of
the securities account after examining the materials as prescribed in Article 8 of the present Business guide and if there is no
mistake in them, and shall keep the original copy or photocopy of the prescribed documents.

Article 10

When applying for handling the relevant account business, a trustee shall pay the corresponding fees according to the charging standard
for the account of relevant institutions of the China Clearing Corporation.

Article 11

As a participant in the clearing of the China Clearing Corporation (hereinafter referred to as the “clearing participant”), a trustee
shall complete capital clearing and settlement with a net amount of such securities transactions under its trusteeship as the total
enterprise annuity funds. For acts of overbuying and short selling occurred during the investment operation of enterprise annuity
fund, a trustee shall be responsible for prosecuting the relevant responsible person for the corresponding settlement liabilities,
and report to the relevant regulatory departments.

Article 12

Before handling the clearing business, a clearing participant shall conclude a clearing agreement with the China Clearing Corporation,
specifying the rights and obligations of each party.

Article 13

A clearing participant shall open a sole settlement reserve account in its own name at the China Clearing Corporation, and through
the account complete the capital clearing business of all the funds under its trusteeship (excluding QFII) with a net amount. As
one part of the trust fund, the enterprise annuity fund shall be brought into the settlement reserve account of the clearing participant
for clearing with a single net amount.

Article 14

A clearing participant shall preserve the designated fee-collection account at the China Clearing Corporation and receive the fund
transferred from the settlement reserve account through the account. The name of the designated fee-collection account shall be in
conformity with that of the clearing participant.

Article 15

In case there is any alteration on the name of the clearing participant, the designated gathering account, the entrusted enterprise
annuity fund and other information, the clearing participant shall provide the corresponding materials to the China Clearing Corporation
in time and handle formalities for alteration of clearing account.

Article 16

In case any clearing participant who has opened the settlement reserve account newly increases entrusted enterprise annuity fund,
it shall submit to the China Clearing Corporation the power of attorney from a fiduciary. The newly increased enterprise annuity
fund of a trustee and other fund under his/its trusteeship shall participate in the clearing of single net amount of the settlement
reserve account of the clearing participant together.

Article 17

After a fiduciary alters a trustee, the newly appointed trustee shall open a settlement reserve account in the China Clearing Corporation
in accordance with the provisions of Articles 11, 12, 13 of the present Business guide, or implement according to Article 16 of
the present Business guide.

Article 18

For the enterprise annuity fund under the trusteeship of a clearing participant, the China Clearing Corporation shall check and ratify
the corresponding minimum clearing reserve in accordance with the relevant provisions on the management of clearing reserve. The
balance at the end of a day in the clearing reserve account of a clearing participant shall not be lower than the minimum amount
of clearing reserve as checked and ratified by the China Clearing Corporation.

Article 19

The securities transactions on enterprise annuity fund shall be carried out through special transaction seats. After the market is
closed in each transaction day (T day), the China Clearing Corporation shall compute the amount of securities receivable and payable
in the securities account of enterprise annuity fund, and produce the securities clearing data on the basis of the amount of transactions
and other data of the securities account of special transaction seat of enterprise annuity fund of stock exchange in the T day; and
compute the net amount of capital receivable or payable by the clearing participant on the basis of the transaction amount and other
data of all the funds under the trusteeship of the clearing participant in the T day to determine the relevant settlement liabilities.

Article 20

After completing the clearing in T day, the China Clearing Corporation shall store the securities and capital clearing data in the
current day into the clearing system as the basis and instructions for settlement of securities and capital of the clearing participant,
and the clearing participant shall obtain such data from the system of the China Clearing Corporation timely.

The China Clearing Corporation shall be regarded as having notified the clearing participant of the settlement instruction unless
when a clearing participant is unable to obtain the relevant data due to the reason of the system of the China Clearing Corporation.

Article 21

A clearing participant shall perform the settlement obligations in a timely manner in light of the instruction of the China Clearing
Corporation for settlement of securities and capital. If a clearing participant has any objection to the clearing data provided by
the China Clearing Corporation, it shall represent it to the China Clearing Corporation in a timely manner. If there is a real clearing
error after being checked by the China Clearing Corporation, the China Clearing Corporation shall correct it, but the clearing participant
may not refuse to perform or delay the performance of the settlement obligations of the current day because of this.

Article 22

The China Clearing Corporation shall, in light of the current business regulations and on the basis of the clearing data at the T
day, complete the settlement of securities and capital that are finally irrevocable with the clearing participant on the T+1 day.

Article 23

A clearing participant shall pay clearing mutual insurance fund as required in light of the principle of bearing risk together in
order to prevent the clearing risk. The provisions of the China Clearing Corporation shall be followed for the payment and deposit,
adjustment, management and use of the clearing mutual insurance fund.

Article 24

The China Clearing Corporation shall collect securities clearing risk fund from the clearing participants as an agent in accordance
with the provisions of the Interim Measures for the Management of Securities Clearing Risk Fund as promulgated by the CSRC and the
Ministry of Finance.

Article 25

Any overdraft occurred in the settlement reserve account of a clearing participant shall be deemed as breach of contract in capital
settlement. The China Clearing Corporation may take the following measures against its breach of contract in capital settlement:

According to the amount of overdraft of the clearing participant, computing the interests on the overdraft and the fine for breach
of contract in light of the relevant provisions of the China Clearing Corporation.

The clearing participant may, before 15:00 o’clock of the transaction date (T+1 day), file an application with the China Clearing
Corporation for detaining the securities for overdraft, and specify the overdraft fund securities account entrusted by it and the
amount of overdraft. The China Clearing Corporation shall detain the securities by turn from the back to the front according to the
order of buying the securities as designated by it in the overdraft fund securities account, until the market value of the securities
detained has reached 120% of the amount of overdraft (the market value of the securities shall be computed at the closing price of
the day, the same hereinafter). In case the value of all the securities in the fund securities account is less than 120% of the amount
of overdraft, all the securities in the fund securities account shall be detained.

In case the clearing participant fails to designate the overdraft fund, the China Clearing Corporation shall have be enpost_titled to determine
by itself not to deliver the securities that are equal to 120% market value of the amount of overdraft.

Any overdraft of capital settlement caused by the clearing participant shall be registered as the bad business record of the clearing
participant by the China Clearing Corporation;

Reporting the overdraft of capital settlement to the CSRC in a timely manner. And

Asking the stock exchange to restrict or suspend the buying of securities in the overdraft fund securities account as designated by
the clearing participant.

Article 26

In case any short selling occurs in the fund securities account entrusted by a clearing participant, it shall be deemed as breach
of contract by the clearing participant in securities settlement. The China Clearing Corporation may not pay the capital equivalent
to the short selling price temporarily on the T+ 1 day, and shall compute and collect the fine for breach of contract on the basis
of the short selling price in accordance with the relevant provisions of the China Clearing Corporation. If the short selling securities
have been made up within two transaction days, the China Clearing Corporation may rescind the temporary detainment on the short selling
price. Or else, the China Clearing Corporation shall buy securities equal to the amount of short selling with the capital detained
temporarily, and the gains and losses occurred thereby shall be traced back by the clearing participant to the party liable or returned
by the clearing participant.

Article 27

The China Clearing Corporation shall have the right to make special monitoring on the clearing participants with higher clearing risks,
and may take measures to raise the amount of payment of clearing mutual insurance fund, if necessary, and adjust the proportion and
time of payment and deposit of minimum clearing reserve, so as to prevent the relevant risks effectively.

Article 28

In case a clearing participant applies for writing off its settlement reserve account, he/it may, after settling the creditor’s rights
and debts related to securities depository and clearing with the China Clearing Corporation, apply to the China Clearing Corporation
for transferring and paying the balance of clearing reserve and the balance of clearing mutual insurance fund.

Article 29

The power to interpret the present Business Guide shall remain with the China Clearing Corporation.

the Ministry of Labor and Social Security, China Securities Regulatory Commission
2004-09-29

CIRCULAR OF MINISTRY OF EDUCATION ON ISSUING MEASURES ON PUTTING ON RECORD OF PROJECT AND NUMBERING OF PROJECT APPROVAL LETTER OF CHINESE-FOREIGN COOPERATION IN RUNNING SCHOOLS (FOR TRIAL IMPLEMENTATION)

Ministry of Education

Circular of Ministry of Education on Issuing Measures on Putting on Record of Project and Numbering of Project Approval Letter of
Chinese-foreign Cooperation in Running Schools (For Trial Implementation)

Jiao Wai Zong [2004] No. 73

The education departments (the education committees) of all the provinces, autonomous regions and municipalities directly under the
Central Government,

We hereby print and distribute the Circular on Issuing Measures on Putting on Record of Project and Numbering of Project Approval
letter of Chinese-foreign Cooperation in Running Schools (For Trial Implementation) to you. Please carry it out correspondingly.

Appendix: Measures on Putting on Record of Project and Numbering of Project Approval Letter of Chinese-foreign Cooperation in Running
Schools (For Trial Implementation)

Ministry of Education

October 12, 2004 Appendix:Measures on Putting on Record of Project and Numbering of Project Approval Letter of Chinese-foreign Cooperation in Running Schools
(For Trial Implementation)

Article 1

The present Measures are formulated in accordance with Regulations of the People’s Republic of China on Chinese-foreign Cooperation
in Running Schools (hereinafter referred as to “Regulations on Chinese-foreign Cooperation in Running Schools”) and Measures for
the Implementation of Regulations of the People’s Republic of China on Chinese-foreign Cooperation in Running Schools (hereinafter
referred as to “Measures for the Implementation of Regulations on Chinese-foreign Cooperation in Running Schools”).

Article 2

The procedures and norms of the putting on record of project and numbering of project approval letter of Chinese-foreign cooperative
schools approved to run according to laws by the educational administrative departments of the people’s government of various provinces,
autonomous regions and municipalities directly under the Central Government should apply the present Measures.

The norms of the numbering of project approval letters of Chinese-foreign cooperative schools approved to run according to laws by
the educational administrative department of the State Council should apply the present Measures.

Article 3

The numbering of project approval letter of Chinese-foreign cooperation in running schools is consist of eight parts combined by letters
and numbers, which shall contain the examination and approval authorities, administrative division where it is located, school level
and nature , serial number and other contents of the institution of Chinese-foreign cooperation in running schools. The first part
(three letters) is the code of the examination and approval authorities, which respectively represent the educational administrative
department of the State Council and the educational administrative departments at the provincial level; The second part (two numbers)
is the code of administrative division; The third part (two letters) is the code of the country and region where foreign educational
institutions are located; The fourth part (one number) represents the level of running schools; The fifth part (one letter) is for
differentiation of the academic degree education and the non-academic degree education; The sixth part (four numbers) means the year
of examination and approval; The seventh part (four numbers) is the serial number of the project of national Chinese-foreign cooperation
in running schools; The eighth part (one letter) is for differentiation of the project of Chinese-foreign cooperation in running
schools established before or after the implementation of Regulations on Chinese-foreign Cooperation in Running Schools and Measures
for the Implementation of Regulations on Chinese-foreign Cooperation in Running Schools.

Article 4

The project approval letter of Chinese-foreign cooperative schools to be run according to laws should be numbered unifiedly by the
educational administrative department of the State Council and the serial number is exclusive.

Article 5

Chinese-foreign cooperative schools approved to run according to laws by the educational administrative departments of the people’s
government of various provinces, autonomous regions and municipalities directly under the Central Government should be reported by
that department to the educational administrative department of the State Council for record and submit the application for the serial
number of project approval letter of Chinese-foreign cooperation in running schools.

Article 6

The educational administrative departments of the people’s government of various provinces, autonomous regions and municipalities
directly under the Central Government should submit the application in accordance with the samples attached to the present Measures
and meanwhile submit the copy and mdb e-copy of the Application Form of Chinese-foreign Cooperation in Running Schools of the project
of Chinese-foreign cooperative schools approved to run.

The educational administrative department of the State Council should carry out registration and putting on record and finish the
work of numbering within 7 working days after receiving the application.

Article 7

In accordance with the serial number checked by the educational administrative department of the State Council, the educational administrative
departments of the people’s government of various provinces, autonomous regions and municipalities directly under the Central Government
issue the project approval letter of Chinese-foreign cooperation in running schools to the institutions of Chinese-foreign cooperative
schools approved to run according to laws.

Article 8

In the event of violation of the provisions of Regulations on Chinese-foreign Cooperation in Running Schools and Measures for the
Implementation of Regulations on Chinese-foreign Cooperation in Running Schools, or in case that the project of the Chinese-foreign
cooperation in running schools is examined and approved beyond authority, educational administrative department of the State Council
may not put on record.

Where the project of Chinese-foreign cooperation in running schools approved by the educational administrative departments of the
people’s government of various provinces, autonomous regions and municipalities directly under the Central Government obviously violates
the provisions of Regulations on Chinese-foreign Cooperation in Running Schools and Measures for the Implementation of Regulations
on Chinese-foreign Cooperation in Running Schools, it may not be put on record for the time being, and the department and bureau
of the State Council in charge of the educational administrative department shall suggest the examination and approval authorities
to rectify by themselves.

Article 9

Putting on record and numbering of approval letter of the cooperative project in running schools run by educational institutions in
the Mainland and the educational institutions in Hong Kong SAR, Macao SAR and Taiwan should be implemented in accordance with the
present Measures.

Article 10

The interpretation of the present Measures should be vested in the educational administrative department of the State Council and
be effective as of the date of promulgation.

Appendix:

The Sample of Report of Application for Putting on Record;

The Sample of Replying Letter for Approval of Putting on Record;

The Sample of Replying Letter for Not Putting on Record for the Time Being. htm/e03621.htmSample of Application Report for Numbering aaZi

Sample of Application Report for Numbering
aaZi [200 No. aa/font>

The Report on Register Numbering of Project of Chinese-foreign Cooperation in Running Schools (Project of Mainland-Hong Kong, Macao
and Taiwan Cooperation in Running Schools)

Department of International Cooperation and Exchanges of Ministry of Education:
Upon deliberation, this department (commission) approves that aa(herein referred to as Chinese educational institutions or Mainland
educational institutions) and aa(herein referred to as foreign educational institutions or Hong Kong, Macao and Taiwan educational
institutions) cooperate in running aa(project), offering aaaaaducation (the school-running level shall be made sure
and education for academic qualifications shall be differentiated from education for non-academic qualifications). In accordance
with Regulations on Chinese-foreign Cooperation in Running Schools and Measures for the Implementation of Regulations on Chinese-foreign
Cooperation in Running Schools, please put it on record and determine the license numbering of Chinese-foreign cooperation in running
schools project (license numbering of the project of Mainland-Hong Kong, Macao and Taiwan cooperation in running schools).
Appendices:
1. The Copy of Application Form of Project of Chinese-foreign Cooperation in Running Schools (or Application Form of Project of Mainland-Hong
Kong, Macao and Taiwan Cooperation in Running Schools)
2. mdb E-document of Application Form of Project of Chinese-foreign Cooperation in Running Schools (or Application Form of Project
of Mainland-Hong Kong, Macao and Taiwan Cooperation in Running Schools)

The Education Department (Commission) of aaaaarovinces (autonomous regions, municipalities directly under the Central Government)
aonthaayaear
Contact Person:
Contact Telephone:
Address:
Post Code:

Sample of Reply of Approval of Numbering
Jiao Wai Si Zong [200 No. aa/font>

The Reply of Register Numbering of Project of Chinese-foreign Cooperation in Running Schools (Project of Mainland-Hong Kong, Macao
and Taiwan Cooperation in Running Schools)

The Education Department (Commission) of arovinces (autonomous regions, municipalities directly under the Central Government):
aaZi [200 No. aawas learned.
In accordance with Regulations on Chinese-foreign Cooperation in Running Schools and Measures for the Implementation of Regulations
on Chinese-foreign Cooperation in Running Schools, the Project of Chinese-foreign Cooperation in Running Schools (Project of Mainland-Hong
Kong, Macao and Taiwan Cooperation in Running Schools) submitted by your department (commission) –aaaaais approved to put
on record. The license numbering of project of Chinese-foreign cooperation in running schools (license numbering of project of Mainland-Hong
Kong, Macao and Taiwan cooperation in running schools) is determined to be: aaaaa
It is hereby replied.

Department of International Cooperation and Exchanges of Ministry of Education
aonthaayaear

Sample of Reply of Disapproval of Numbering for the Time Being
Jiao Wai Si Zong [200 No. aa/font>

The Reply of Register Numbering of Project of Chinese-foreign Cooperation in Running Schools (Project of Mainland-Hong Kong, Macao
and Taiwan Cooperation in Running Schools)

The Education Department (Commission) of arovinces (autonomous regions, municipalities directly under the Central Government):
aaZi [200 No. aais accepted.
After verification, the Project of Chinese-foreign Cooperation in Running Schools (Project of Mainland-Hong Kong, Macao and Taiwan
Cooperation in Running Schools) submitted by your department (commission) –aaaaafails to accord with Article aof Regulations
on Chinese-foreign Cooperation in Running Schools and (or) Article aof Measures for the Implementation of Regulations on Chinese-foreign
Cooperation in Running Schools. aaaaa(the statement for disapproval shall be given), so we have decided not to put it on
record for the time being and suggest your department (commission) to file another application for putting on record after rectification.
It is hereby replied.

Department of International Cooperation and Exchanges of Ministry of Education
aonthaayaear

ANNOUNCEMENT OF THE STATE FOOD AND DRUG ADMINISTRATION BUREAU ON ADDING NANNING MUNICIPALITY TO BE PORT CITY OF DRUG IMPORT

State Food and Drug Administration Bureau

Announcement of the State Food and Drug Administration Bureau on Adding Nanning Municipality to be Port City of Drug Import

GuoShiYaoJianZhu [2004] No. 489

In order to further facilitate the import and export trade between China and ASEAN member countries, upon approval by the State Council,
Nanning Municipality is agreed to be another port city of drug import. Relevant matters are hereby announced as follows:

From the date of the issuing of this announcement, apart from the drugs prescribed in Article 10 of Measures for the Administration
of Drug Import, other import drugs (including narcotics, psychoactive drugs) may be imported through the port administered by Nanning
Customs which is directly under the Customs General Administration.

Nanning Drug Supervision and Administration Bureau is added to be port drug supervision and administration bureau. The Recording Office
of Nanning Drug Supervision and Administration Bureau shall undertake the concrete work on import record by Nanning Drug Supervision
and Administration Bureau.

Address: 14-4 Xinzhu Road, Naning, Guangxi Province

Post Code: 530022

Person to Contact: Ou Junjun

Telephone: 0771-5889761

Fax: 0771-5889761

E-mail: nn-portgxfda.gov.cn

The Drug Inspection Institution of Guangxi Zhuang Autonomous Region is authorized to be a Port Drug Inspection Institution.

Address: 1-1 Xinmin Road, Nanning, Guangxi Province

Post Code: 5300221

Telephone: 0771-2619291

Fax: 0771-2611064

It is hereby announced.

The State Food and Drug Administration Bureau

October 22, 2004

State Food and Drug Administration Bureau
2004-10-22

THE CONTROLLING INDEX FOR INDUSTRIAL PROJECT CONSTRUCTION LAND UTILIZATION (FOR TRIAL IMPLEMENTATION)

The Ministry of Land and Resources

Circular of the Ministry of Land and Resources on Promulgating and Implementing Controlling Index for Industrial Projects Construction
Land Utilization (for Trial Implementation)

Guo Tu Zi Fa [2004] No. 232

November 1, 2004

Departments of land and resources (departments of land, environment and resources, bureaus of land, resources and house administration,
bureaus of house, land and resources administration, and bureaus of programming, land and resources) of provinces, autonomous regions
and municipalities directly under the central government, bureaus of land administration of PLA as well as bureau of land and resources
of Sinkiang Production and Construction Corps:

In order to implement the Decision of the State Council on Deepening Reform and Strictly Administrating Land ([2004]No. 28), strengthen
the administration of industrial construction projects land and promote intensive utilization of construction land utilization, the
Ministry has formulated the “Controlling Index for Industrial Projects Construction Land Utilization (for Trial Implementation)”
(hereinafter referred to as Controlling Index) and promulgated it.

The Controlling Index for Industrial Project Construction Land Utilization (for Trial Implementation)

The controlling index for industrial projects construction land (hereinafter referred to as Controlling Index) are formulated to carry
out the basic national policy of treasuring land, rational utilization of land and cultivated land protection, to promote the intensive
utilization and optimum distribution of construction land and improve administration level of industrial projects construction land.

II.

The Controlling Index is controlling criteria for an industrial project or individual project or its supporting projects in land use

III.

The Controlling Index is significant norms by which administration departments of land and resources confirm industrial projects land
utilization scale in the stage of pre-examining and examining and approving construction land utilization, and crucial basis for
industrial enterprises and designing entities to establish industrial projects feasible study report and preliminary designing documents

Where there is index formulated by the state concerning relevant engineering project construction land utilization in an industry
that the industrial project is subject to, it shall be used in conjunction with the present controlling index.

IV.

The Controlling Index is composed of investment intensity, capacity ratio, construction quotiety, and proportion of administrative
office land and social amenities land. Industrial projects construction land utilization must meet the four indexes simultaneously.

Investment intensity shall meet the provision in table 1;

Capacity ratio shall meet the provision in table 2;

Construction quotiety shall not be lower than 30%; and

The acreage of land of administration and social amenities necessary to industrial projects shall not exceed a maximum of 7% of total
acreage of industrial projects land utilization. The building of non-productive accommodations such as residences, expert building,
hotels, hostels and training centers etc. is strictly prohibited.

Industrial projects construction shall adopt advanced production technology and facilities, shorten technological processes and economize
utilization of land. Industrial projects shall be established in standard multistory industrial building production if adapted, and
no land is supplied separately in principle.

VI.

Industrial projects construction shall strictly control afforestation percentage in production area. In industrial development zone
or industrial projects land, no garden-like factory is permitted.

VII.

This Controlling Index is composed of four parts, i.e. text, Application Introduction of Controlling Index (Appendix 1), City Grade
Division (Appendix 2) and Notes on the Classification of National Economic Industries (Appendix 3).

VIII.

The controlling index shall apply to newly-built industrial projects and mutatis mutandis to reconstruction and expansion industrial
projects.

htm/e03747.htmRegional Categories

Regional Categories Industry Code	Category 1		Category 2	Category 3	Category 4	Category 5	Category 5	Category 7
Regional Categories Industry Code	Grade of City and County	Grade1,2,3,4	Grade 5,6	Grade 7,8	Grade 9,10	Grade 11, 12	Grade 13, 14	Grade 15
13	680	350	75	75	70	10	80
14	680	350	75	75	70	10	80
15	680	350	75	75	70	10	80
16	680	350	75	75	70	10	80
17	680	350	75	75	70	10	80
18	680	350	75	75	70	10	80
19	680	350	75	75	70	10	80
20	350	080	80	40	50	05	80
21	575	260	15	30	25	80	80
22	680	350	75	75	70	10	80
23	250	800	305	00	50	75	80
24	680	350	75	75	70	10	80
25	250	800	305	00	50	75	80
26	250	800	305	00	50	75	80
27	375	700	965	350	125	020	80

Regional Categories Industrial Code	Type 1		Type 2	Type 3	Type 4	Type 5	Type 6	Type 7
Regional Categories Industrial Code	Grade of City and County	Grade1,2,3,4	Grade 5,6	Grade 7,8	Grade 9,10	Grade 11, 12	Grade 13, 14	Grade 15
28	375		700	965	350	125	020	80
29	250		800	305	00	50	75	80
30	800		440	050	20	00	40	80
31	350		080	80	40	50	05	80
32	700		160	575	080	00	10	80
33	700		160	575	080	00	10	80
34	250		800	305	00	50	75	80
35	700		160	575	080	00	10	80
36	700		160	575	080	00	10	80
37	375		700	965	350	125	020	80
39	700		160	575	080	00	10	80
40	825		060	235	530	275	155	80
41	700		160	575	080	00	10	80
42	350		080	80	40	50	05	80
43	350		080	80	40	50	05	80

Note: Regarding the division of city grade , please see annex 2.

Table 2

Controlling Index for Capacity Ratio

Industrial Categories

Capacity Ratio

Code

Name

agricultural and sideline food processing industry

food manufacturing industry

beverage manufacturing

tobacco processing industry

textile industry

textile apparel, footwear and headwear manufacturing industry

leather, fur, feather and their products industry

lumber processing industry and bamboo, bine, palm , grass products industry

furniture industry

paper making and paper products industry

printing industry and reproduction of recording medium

stationery and sporting goods industry

petroleum refining, coking industry and nuclear fuel industry

MEASURES FOR THE ADMINISTRATION OF ADVERTISING BUSINESS LICENSES

the State Administration for Industry and Commerce

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

No. 16

The Measures for the Administration of Advertising Business Licenses, which were deliberated and adopted at the executive meeting
of the State Administration for Industry and Commerce of the People’s Republic of China, are promulgated hereby, and shall go into
effect as of January 1st, 2005.

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

November 30, 2004

Measures for the Administration of Advertising Business Licenses

Article 1

With a view to strengthening supervision over and administration of advertising business activities and regulating the registration
on the examination and approval of advertising operations, the present Measures are formulated in accordance with the Advertising
Law of the People’s Republic of China, Administrative License Law of the People’s Republic of China, and the Regulation on the Management
of Advertising.

Article 2

The following entities that undertake advertising business may not carry out the corresponding advertising operations until after
having applied to the advertising supervision and administration organ in accordance with the present Measures and received an Advertising
Business License:

Radio stations, television stations, as well as publishers of newspapers, magazines and periodicals;

Public institutions; and

Entities that are subject to examination and approval of registration for advertising operations as prescribed by laws and administrative
regulations.

Article 3

The advertising supervision and administration organ as mentioned in the present Measures shall refer to the administrative department
of industry and commerce at or above the county level.

The advertising operator as mentioned in the present Measures shall refer to the various entities as listed in Article 2 , which apply
for undertaking advertising business according to the present Measures and have obtained an Advertising Business License.

Article 4

The Advertising Business License is the legal certificate of an advertising operator for its undertaking of advertising operations.

The Advertising Business License shall have an original copy and a duplicate, which shall be legally of equal effect.

The Advertising Business License specifies the certificate number, name of the advertising operator or institution, site for business
operation, legal representative or person-in-charge, advertising business scope , license issuing authority, issuing date, and other
items.

Article 5

In an Advertising Business License, the advertising business scope shall be checked and ratified according to the following terms:

Radio station: designing and producing radio advertisements, and publishing advertisements home and abroad by making use of self-owned
radio station.

TV station: Designing and producing television advertisements, and publishing advertisements home and abroad by making use of self-owned
TV station.

Newspaper office: Designing and producing printed advertisements, and publishing advertisements home and abroad by making use of self-owned
“aewspaper”.

Periodical or magazine office: Designing and producing printed advertisement, and publishing advertisements by making use of self-owned
magazine. And

Other entities concurrently managing advertising operations: Publishing aadvertisements by making use self-owned media or place,
designing or producing advertisements.

Article 6

The State Administration for Industry and Commerce shall take charge of the work for the supervision over and administration of Advertising
Business Licenses.

The advertising supervision and administration organs at all levels shall be responsible for the issuing, modifying, revoking of Advertising
Business Licenses within their jurisdictions and for the routine supervision and administration work.

Article 7

The following conditions shall be met when applying for an Advertising Business License:

Having the media or means for publishing advertisements directly;

Establishing specialized agencies dealing in advertising ;

Having equipments and business place for advertising operation; and

Having advertising professionals and advertising censor who knows well the advertising laws and regulations.

Article 8

The following procedures shall be followed when applying for an Advertising Business License:

The applicant shall submit the application documents as prescribed in Article 9 to the advertising supervision and administration
organ with jurisdiction at or above the county level where it is located.

The advertising supervision and administration organ shall make a decision on whether to grant approval or not within 20 days from
the date of acceptance. If it grants the approval, it shall issue an Advertising Business License; if it does not grant the approval,
it shall give an explanation in writing.

Article 9

The following application documents shall be submitted to the advertising supervision and administration organ when applying for the
Advertising Business Licenses:

Application Form for the Registration of Advertising Operations;

Certificate of Advertising Media. Radio stations, television stations, newspapers and periodicals and other media, which may not be
managed until after having obtained the approval as prescribed by laws and regulations, shall submit the relevant documents of approval;

Checklist of advertising equipments and certificate document concerning the business place;

The certificate documents concerning the person-in-charge of the advertising operators and advertising censors; and

Legal person registration certificate of the entity.

Article 10

An advertising operator shall carry out business activities within the advertising business scope as approved by the advertising supervision
and administration organ, and shall not alter the advertising business scopewithout applying for alteration and getting approval
from the advertising supervision and administration organ.

In case there is any alteration in the name of an entity, legal representative or person-in-charge or business place, the advertising
operator shall apply for alteration of the Advertising Business License within one month from the day when such alteration is made.

Article 11

An advertising operator shall submit the following application documents when applying for alteration of the Advertising Business
License:

Application Form for Alteration Registration of Advertising Operation;

The original and duplicate of the former Advertising Business Licenses; and

The certificate documents relating to the alteration of advertising business scope, name of the entity, legal representative or person-in-charge,
business place and other matters.

Article 12

The advertising supervision and administration organ shall make a decision on whether to approve the alteration or not within 10 days
from the date when it accepts the application for the alteration of the Advertising Business License. If it grants approval after
examination, it shall issue a new Advertising Business Licenses; if it does not grant approval, it shall give an explanation in writing.

Article 13

In case any advertising operator no longer meet the conditions as prescribed in Article 7 of the present Measures due to the change
of conditions or ceases undertaking advertising operations, it shall timely go through formalities of writing off the Advertising
Business License with the advertising supervision and administration organ.

Article 14

An advertising operator shall submit the following application documents when writing off the Advertising Business License:

Application Form for Write-off Registration of Advertising Operation;

The original and duplicate of the Advertising Business License; and

The certificate documents relating to the writing-off of the Advertising Business Licenses.

Article 15

In case any advertising operator, who has obtained the Advertising Business Licenses, no longer meets the conditions as prescribed
in Article 7 of the present Measures due to the change of conditions and fails to through the formalities of writing off the Advertising
Business License in accordance with the provisions of the present Measures, the license issuing authority shall revoke the Advertising
Business License.

Article 16

In case any advertising operator violates the provisions of the Advertising Law and its advertising business is terminated by the
advertising supervision and administration organ in accordance with the provisions of Articles 37, 39, and 41 of the Advertising
Law, and the license issuing authority shall revoke the Advertising Business License.

Article 17

An advertising operator shall place the original of the Advertising Business License at an eye-catching place of its business place.

No entity or individual may forge, alter, lease, lend, buy in and sell at a profit or transfer the Advertising Business License by
any other means.

Article 18

In case the Advertising Business License of any advertising operator is damaged or lost, its cancellation shall be announced on newspapers
or periodicals and make it up at the advertising supervision and administration organ in time.

Article 19

The advertising supervision and administration organ shall strengthen routine supervision and inspection and check periodically the
advertising operation qualification of any advertising operator that has obtained the Advertising Business License within its own
jurisdiction. The specific time for checking the advertising operation qualification and the contents to be checked shall be determined
by advertising supervision and administration organs at or above the provincial level.

An advertising operator shall accept the routine supervision of the advertising supervision and administration organ over its operation
conditions and take part in the inspection on the advertising operation qualification as required.

Article 20

Anyone who violates the provisions of the present Measures shall be given a punishment by the advertising supervision and administration
organ according to the following provisions:

If it undertakes advertising operations without an Advertising Business License, it shall be punished according to the relevant provisions
of the Measures of the State Council for Investigation into and Punishing and Banning Operations without Business Licenses.

If it obtains an Advertising Business License by means of submitting false documents or other fraudulent means, it shall be given
a warning, and be imposed upon a fine of no less than RMB 5000 Yuan but no more than 10,000 Yuan. If the case is serious, its Advertising
Business License shall be revoked. If the Advertising Business License is revoked by the advertising supervision and administration
organ in accordance with the provisions of this paragraph, it shall not apply for a Business License within one year.

If there is any alteration on any registration matter in the Advertising Business License without permission, and it fails to go through
alteration formalities in accordance with the provisions of the present Measures, it shall be ordered to correct and be fined up
to RMB 10,000 Yuan.

If an advertising operator fails to place the original of the Advertising Business License at an eye-catching place of its business
place, it shall be ordered to correct within a prescribed time limit; if it fails to correct exceeding the time limit, it shall be
fined up to RMB 3000 Yuan.

If it forges, alters, leases, lends, buys in and sells at a profit or transfers by other means its Advertising Business License, it
shall be fined RMB 3000 Yuan up to 10,000 Yuan. Or

If an advertising operator fails to take part in the inspection on the advertising operation qualification as required, fails to submit
the inspection materials for advertising operation qualification, refuses to accept the routine supervision and administration of
the advertising supervision and administration organ without reasonable ground, or disguises actual conditions or submit false materials
in the inspection, it shall be ordered to correct and be fined up to RMB 10,000 Yuan.

Article 21

In case any staff member of any advertising supervision and administration organ neglects his duty, misuses his authority, and engage
in malpractices for selfish ends during the process of administering Advertising Business Licenses, he shall be given an administrative
punishment. If a crime is committed, he shall be prosecuted for the criminal responsibility in accordance with law.

Article 22

The formats of the original and duplicate of the Advertising Business License, and the formats of the Application Form for the Registration
of Advertising Operation, the Application Form for Alteration Registration of Advertising Operation, and the Application Form for
Write-off Registration of Advertising Operation shall be uniformly made by the State Administration for Industry and Commerce.

Article 23

The advertising business scope of any applicant, advertising business items or business categories checked and ratified by advertising
supervision and administration organs at all levels in accordance with the provisions of Article 5 shall fit in with the conditions
it satisfies.

In case there are special provisions prescribed by the state restricting the advertising business scope, business items, and business
categories of any advertising operator, these provisions shall be abided by.

Article 24

Apart from applying to the specific provisions of the present Measures, the general provisions of the Administrative License Law on
the procedures for the implementation of relevant administrative license shall also be followed for the implementation procedures
for advertising operation licensing.

Article 25

The present Measures shall go into effect as of January 1st, 2005.

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

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING RELEVANT ISSUES ON THE CONTROL OF FOREIGN EXCHANGES RELATING TO THE USE OF FOREIGN CAPITALS FOR NON-PERFORMING ASSET DISPOSAL OF FINANCIAL ASSET MANAGEMENT COMPANIES

State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange Concerning Relevant Issues on the Control of Foreign Exchanges relating to
the Use of Foreign Capitals for Non-performing Asset Disposal of Financial Asset Management Companies

Hui Fa [2004] No.119

December 17, 2004

The branches and the foreign exchange administration departments of the State Administration of Foreign Exchange of all provinces,
autonomous regions, and municipalities directly under the Central Government, the branches of the State Administration of Foreign
Exchange in Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo, and the China Huarong Asset Management Corporation, the China Orient Asset
Management Corporation, the China Cinda Asset Management Corporation and the China Great Wall Asset Management Corporation:

For the purpose of regulating the control of foreign exchange relating to the use of foreign capitals for non-performing asset disposal
of financial asset management companies, this Circular is hereby notified as follows:

When selling or transferring non-performing assets to a foreign party, a financial asset management company shall report the issues
regarding the income and expenditure in foreign exchange and the remittance to the State Administration of Foreign Exchange for approval
within 15 working days after the trading program is approved by the department in-charge, and submit the following documents:

(i)

an application report on the issues regarding the foreign exchange income and expenditure and the remittance occurred in the asset
selling and transferring;

(ii)

an approval or registration document of the department in-charge on the trading program concerning the foreign sale or transfer of
non-performing assets;

(iii)

the relevant terms in the contract of asset sale and transfer; and

(iv)

an agreement of asset management and service, if the asset management company offers such asset management and service.

II.

Any foreign investor or its agent that has purchased or accepted the non-performing assets of a financial asset management company
shall go through the procedures for archival-filing registration on selling or transferring non-performing assets at the local foreign
exchange branch where the assets are located or at the branch designated by the State Administration of Foreign Exchange within 15
working days after the transaction is finished, and submit the following documents:

(i)

an approval document of the State Administration of Foreign Exchange on the sale or transfer of the relevant assets;

(ii)

a filled archival-filing registration form of external disposal of non-performing asset (see Annex I);

(iii)

a list of sold or transferred assets (its contents shall be detailed, including such fundamental information as the types of assets,
par value of the assets, debtors, term of debts and interest rates, etc.); and

(iv)

if an application is put forward by the agent, the relevant agency agreement, the agent’s business license and operational permit
shall be provided in addition.

III.

A foreign investor or its domestic agent may (purchase foreign exchanges) remit abroad the proceeds from reselling and retransferring
the non-performing assets or the proceeds from businesses. The approval procedure shall be gone through at the foreign exchange branch
where the assets are located or the branch designated by the State Administration of Foreign Exchange for the (purchase of foreign
exchanges) overseas remittance of proceeds, and a filled application form for remitting abroad the foreign party’s proceeds from
the external disposal of non-performing asset (see Annex II), an archival-filing registration form of external disposal of non-performing
asset, a list of items to be disposed of and a certificate file of proceeds shall be provided in addition. In case the tax shall
be paid according to the taxation regulations of our country, the relevant tax payment receipt or certificate shall be provided.

IV.

When handling the archival filing of assets sold or transferred, if the archival-filing assets are under any of the following circumstances,
the enterprise that has received equity investment shall abide by the relevant laws and regulations of the State and go through equity
assessment and confirmation procedures in accordance with the relevant regulations on the management of foreign exchanges:

(i)

if the assets to be filed contain equities;

(ii)

if the credits to be filed are turned into equities of the debtor’s enterprise;

(iii)

if the physical assets to be filed are contributed after conversion into cash at home; or

(iv)

if a foreign investor uses the proceeds from the domestic disposal of non-performing asset for domestic reinvestment.

In case a financial asset management company contributes its cash converted from non-performing assets to establish a foreign-invested
enterprise, it shall abide by the relevant provisions on the management of foreign exchanges relating to foreign-invested enterprises
and go through the relevant procedures at the foreign exchange branch where the foreign-invested enterprise is registered.

VI.

In case the non-performing assets to be disposed of by utilizing foreign capitals contain the third party guarantee, the financial
asset management company shall notify the guarantor of the original debtor and creditor contract.

When handling the archival-filing registration of transferring non-performing assets, the foreign investor or its agent shall give
a clear indication of the detailed instances about the guarantee in the asset archival-filing registration. The State Administration
of Foreign Exchange and its branches shall not register any guarantee that injures social public interests or breaks laws or regulations.

After a financial asset management company disposes of the non-performing assets by using foreign capitals, except for the original
guarantee , the debtor or the third party shall not offer any other guarantee for the sold or transferred credits.

VII.

In case the investor’s ownership of the archival-filing assets is lost due to the buyback, sale (transfer), recovery, stock transfer
or other causes, the foreign investor or its agent shall go through the procedures on canceling the archival filing of credits, physical
assets or equities at the foreign exchange branch where the registration is handled within 15 working days after the loss of the
ownership.

VIII.

In case a financial asset management company sells or transfers non-performing assets to the institutions or individuals in Hong Kong,
Macao and Taiwan and to the natural persons with foreign nationalities, it shall be implemented by referring to this Circular.

IX.

In case any other financial institution disposes of non-performing assets by using foreign capitals with the approval of the department
in-charge, , it shall be implemented by referring to this Circular.

Anyone violating this Circular shall be punished according to the Regulation on the Management of Foreign Exchanges or other relevant
provisions.

XI.

This Circular shall be implemented since January 1, 2005.

Annex:

Archival-filing Registration Form of External Disposal of Non-performing Asset(omitted)

Application Form for Remitting Abroad the Foreign Party’s Proceeds from the External Disposal of Non-performing Asset(omitted)

State Administration of Foreign Exchange
2004-12-17

MEASURES FOR THE ADMINISTRATION OF QUOTAS FOR COAL EXPORT

State Development and Reform Commission, Ministry of Commerce, Customs General Administration

Decree of the State Development and Reform Commission, the Ministry of Commerce and the General Administration of Customs of the People’s
Republic of China

No. 7

In accordance with the Foreign Trade Law of the People’s Republic of China and the Regulation of the People’s Republic of China on
the Administration of Import and Export of Goods, the State Development and Reform Commission has, in conjunction with the Ministry
of Commerce and the Customs General Administration, formulated the Measures for the Administration of Quotas for Coal Export, which
are hereby promulgated, and shall come into force on July 1, 2004.

Ma Kai, Director General of the State Development and Reform Commission

Lv Fuyuan, Minister of the Ministry of Commerce

Mou Xinsheng, Director General of the Customs General Administration

January 7th, 2004

Measures for the Administration of Quotas for Coal Export

Chapter I General Provisions

Article 1

With a view to regulating coal export, guarantee the compliance of the administration of quotas for coal export with the principles
of efficiency, impartiality, publicity and transparency, and to maintaining the normal order of coal export, the present Measures
are formulated in accordance with the relevant provisions in the Foreign Trade Law of the People’s Republic of China and the Regulation
of the People’s Republic of China on the Administration of Import and Export of Goods.

Article 2

The State Development and Reform Commission (hereinafter referred to as the SDRC) shall, in conjunction with the Ministry of Commerce,
be responsible for determining the total quantity of quotas for coal export of the whole country and the distribution thereof.

Article 3

The present Measures shall be applied to coal export under ordinary trade. The coal export by other trade means shall be subject to
the relevant existing provisions.

Chapter II Total Volume of and Application for Quotas for Coal Export

Article 4

The total volume of quotas for coal export in each year and the application procedures shall be announced by the SDRC on the website
of China Economic Information (https://www.cei.gov.cn) and that of the State Development and Reform Commission (https://www.sdpc.gov.cn)
by October 31 of the last year.

Article 5

The following factors shall be taken into account when determining the total volume of quotas for coal export:

(1)

Guaranty of the State’s economic safety;

(2)

Rational utilization of coal resources;

(3)

Conformity with the development planning, targets and polices of the State in respect of the relevant industries; and

(4)

Supplies and demands in the international and domestic markets.

Article 6

Coal export shall apply state-run trade administration. An export enterprise that has obtained the state-run trade right for coal
export may apply for quotas for coal export.

Article 7

An export enterprise shall file a quota application to the SDRC in due written form, and shall submit the relevant documents as required.

Article 8

The SDRC shall, from November 1 to 15 of each year, accept the applications filed by coal export enterprises for quotas for coal export
of the next year.

Chapter III Distribution, Adjustment and Administration of Quotas for Coal Export

Article 9

The SDRC shall, jointly with the Ministry of Commerce, distribute to the enterprises 80% of the total volume of quotas for coal export
for the next year by December 15 of each year, with the remaining part to be distributed no later than June 30th of the very year.

Article 10

The quotas for coal export shall be distributed by referring to the coal export performance of the enterprises during the last year.

Article 11

The validity period of a quota for coal export shall expire on December 31 of the current year.

Article 12

The distributed quotas may be adjusted, should any of the following circumstances occur:

(1)

There is any major change in international market;

(2)

There is any major change in the situation of domestic resources;

(3)

The schedules of using the quotas by export enterprises are obviously not balanced; or

(4)

Other circumstances under which the quotas need to be adjusted.

Article 13

A coal export enterprise shall, upon the strength of the approval document for quota, and in accordance with the relevant administrative
provisions on export permit, apply to the permit issuance institution authorized by the Ministry of Commerce for the export permit,
and shall, upon the strength of the export permit, go through the formalities of customs declaration and release upon inspection
in the customs afterwards.

The coal export permits shall be administered in accordance with the relevant provisions of the Ministry of Commerce on permit administration.

Article 14

A coal export enterprise shall report the information on using quotas for coal export of the last month to the SDRC for archival purposes
by the fifth day of each month.

Chapter IV Legal Liabilities

Article 15

Where a coal exporter is punished by the customs, the taxation authority, the commodity authority, the foreign exchange administration,
or any other organ due to its violation of laws or rules, the SDRC may, in accordance with the actual circumstance, deduct the quotas
for coal export that the coal exporter has already obtained.

Article 16

Where a coal exporter forges or alters an approval document or permit for export quotas, or obtains an approval document or export
permit for export quotas by deceptive or other unfair means, it/he shall be punished in accordance with Articles 66 and 67 of the
Regulation on Import and Export of Goods. The SDRC may also nullify the quotas for coal export that the coal exporter has already
obtained.

Article 17

Whoever has any dissents over any decision on quota distribution or penalty may either initiate an administrative reconsideration
in accordance with the Administrative Reconsideration Law, or bring a lawsuit to the people’s court in accordance with the law.

Chapter V Supplementary Provisions

Article 18

The responsibility to interpret the present Measures shall remain with SDRC, the Ministry of Commerce and the Customs General Administration.

Article 19

The present Measures shall come into force on July 1, 2004.

State Development and Reform Commission, Ministry of Commerce, Customs General Administration
2004-01-07

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING MATTERS RELATED TO STRENGTHENING THE ADMINISTRATION OF THE SPECIAL BILL OF PAYMENT OF IMPORT VAT AND THE INVOICE OF WASTE MATERIAL

The State Administration of Taxation

Circular of The State Administration of Taxation Concerning Matters Related to Strengthening the Administration of the Special Bill
of Payment of Import VAT and the Invoice of Waste Material

Guo Shui Han[2004]No.128

January 21, 2004

To the national taxation bureaus of all the provinces, autonomous regions and municipalities directly under the State Council and
cities with separate plans under the state plan,

In order to crack down the illegal activity of tax evasions by using the Special Bill of Payment of Import VAT and the invoice of
waste material, to strengthening the administration and supervision of VAT and to plug the tax leak, the State Administration of
Taxation (hereinafter refer to as SAT) promulgate the Measures on audit the Special Bill of Payment of Import VAT and the Measures
on audit the invoice of waste materials to you departments now, and the concerning matters are hereby notified as follows:

It is presently an important measure of strengthening the administration of VAT and of plugging tax leaks to strengthen the administration
and supervision of the Special Bill of Payment of Import VAT and the invoice of waste material. After the promulgating of this circular,
all the bureaus and offices of SAT shall convene the special meeting to assign the tasks, to comprehensively spread the spirit of
this circular, to train the competent officials and taxpayers so that the policy can be fully implemented.

In order to meet the need of one-window contrasting of the 4 sorts of non-VAT-invoice including the invoice of waste materials, the
custom duty payment certificate, the receipt of primary product purchasing and the invoice of transportation cost, it is decided
to alter the content of reporting form specified in the Measure of Tax Declaration of Normal VAT Taxpayers as follows:

(1)

Adjust the column 5 of the Annex II of Tax Return of VAT to ” among them: Custom duty payment certificate”. This column reflects specifically
the deducted purchasing tax amount declared with the custom duty payment certificate according to the laws and regulations of the
imported goods of the taxpayers, including the goods of the tax rate of 17% and 13%

(2)

Adjust the column 6 of the Annex II of Tax Return of VAT to “the receipt of primary product purchasing and normal invoice”. This column
reflects specifically the deducted purchasing tax amount declared with the receipt of primary product purchasing and normal invoice
according to the laws and regulations because of the purchasing of the tax-free primary products of the taxpayers.

(3)

Adjust the column 7 of the Annex II of Tax Return of VAT to “the invoice of waste materials”. This column reflects specifically the
deducted purchasing tax amount declared with the normal invoice according to the laws and regulations because of the purchasing of
the waste materials of the taxpayers.

(4)

Adjust the column 8 of the Annex II of Tax Return of VAT to “the invoice of transportation cost”. This column reflects specifically
the deducted purchasing tax amount declared with the normal invoice of transportation cost according to the laws and regulations
because of the purchasing of the taxpayers

The SAT will promulgate the provisions on the matters of information collection, audit and check of the custom duty payment certificate
and the invoice of waste material later.

The questions in the course of implement of this circular shall be reported to the national taxation bureau at the provincial level,
and then be consulted and reflected to the State Administration of Taxation.

Linkman:

Liu Feng, Office of Invoice Tax Control, Department of Circulation Tax 010-63417700

Gong Bin, Office of audit and evaluation, Department of Circulation Tax 010-63417797

Liu Hao, Office of VAT, Department of Circulation Tax 010-63417705

This circular shall go into effect as of February 1, 2004

Annex I:Measures on Audit of Special Bill of Payment of Import VAT

After getting all the Special Bill of Payment of Import VAT (hereinafter referred to as the custom duty payment certificate) to deduct
the VAT, the normal VAT payers shall fill the detailed list of deduct (Appendix I ) one by one according to the custom duty payment
certificate, and shall report them with the tax return simultaneously at the time of VAT declaration. The taxpayers are allowed to
offer the paper documents of the detailed list of deduct of the custom duty payment certificate only when they declare in February
(those who miss the period of declaration shall re-offer after the period of the month), and from March, the taxpayers shall offer
the paper documents and the software or other memory medium that record the electronic data of the detailed list of deduct at the
same time. The purchasing tax amount shall not be deducted if the mentioned documents are not offered. The very certificate cannot
be used to deduct the purchasing tax amount if the detailed list of deduct of the custom duty payment certificate was not filled
or not totally filled according to the related regulations.

The information collection software of the detailed list of deduct of custom duty payment certificate shall be unified tapped by the
SAT, and shall be freely provided to the taxpayers by the competent tax authority. The national tax bureaus and taxpayers can download
the software from the website of the State Administration of Taxation (https://chinatax.gov.cn) after February 25.

The custom duty payment certificate that obtained after February 1, 2004 shall be declared to deduct before the deadline of the first
declaration period after 90 days of the obtain of the certificate, and shall not deduct any purchasing tax amount after the deadline.
The custom duty payment certificate that obtained before January 31, 2004 must be declared to deduct before the declaration period
of May, 2004, and it can not be used to deduct any purchasing tax amount after the period.

The competent tax authority shall do the following audit in the procedure of VAT declaration.

(1)

To audit whether there is data in the column 5 of the Annex II of the VAT Tax Return and to audit the offer of the deduct list if
there is any data.

(2)

To audit whether the deduct list of the custom duty payment certificate is fully filled.

(3)

To audit whether the data in the column of Tax amount in the deduct list equals to the data in the column of Tax amount of the custom
duty payment certificate in the Annex II of the VAT Tax Return.

The competent tax authority shall demand the taxpayers to re-offer the related documents or to redeclare after amending the related
data if it was found out that the taxpayer did not offer the deduct list or there exist problem after the audit.

The normal VAT taxpayers are allowed not to offer the deduct list if they do not obtain the current custom duty payment certificate.

Annex IIMeasures on auditing the invoice of waste materials

The unit managing the recycling of wasted materials (hereinafter refer to as waste-units) shall fill one by one the detailed list
of waste materials (hereinafter refer to as the detailed list of making) according to the normal invoices of selling the materials,
and shall offer it in accordance with the VAT tax return in the course of VAT declaration. The taxpayers are allowed to offer the
paper documents of the detailed list only when they declare in February (those who miss the period of declaration shall re-offer
after the period of the month), and from March, the taxpayers shall offer the paper documents and the software or other memory medium
that record the electronic data of the deduct list at the same time.

The waste-unit shall tap the finance stamp and the stamp of the invoice maker when they make the normal invoice in the course of selling
the waste materials. The normal VAT taxpayers of manufacturing units cannot deduct the purchasing tax amount with the invoice that
has no stamp of the invoice maker.

After getting all the invoice of waste materials to deduct the VAT, the normal VAT payers shall fill the deduct bill of invoice of
waste materials (appendix 3, hereinafter refer to as the detailed list of deduct) one by one according to the invoice, and shall
offer them with the tax return simultaneously at the time of VAT declaration. The taxpayers are allowed to offer the paper documents
of the deduct list only when they declare in February (those who miss the period of declaration shall re-offer after the period of
the month), and from March, the taxpayers shall offer the paper documents and the software or other memory medium that record the
electronic data of the deduct list at the same time. The purchasing tax amount shall not be deducted if the mentioned documents are
not offered. The very certificate cannot be used to deduct the purchasing tax amount if the deduct list was not filled or not totally
filled according to the related regulations.

The information collection software of the detailed list of deduct and the detail list of making shall be unified tapped by the State
Administration of Taxation, and shall be freely provided to the taxpayers by the competent tax authority. The national tax bureaus
and taxpayers can download the software from the website of the State Administration of Taxation (https://chinatax.gov.cn) after February
25.

The invoice of waste materials made after March 1, 2004 shall be declared to deduct before the deadline of the first declaration period
after 90 days of the making of the invoice, and shall not deduct any purchasing tax amount after the deadline. The invoice of waste
materials made before March 1, 2004 must be declared to deduct before the declaration period of June, 2004, and it can not be used
to deduct any purchasing tax amount after the period.

The invoice of waste materials without the stamp of invoice maker that made before March 1, 2004 being holding by the manufacturing
units is allowed to deduct the purchasing tax amount, and the column of ID of Sell Taxpayer and the column of No. of the Competent
Tax Authority of the Sell Taxpayer are allowed not to be filled temporarily.

The detailed list of making and the detailed list of deduct are allowed not to be offered to the competent tax authority in the case
of the waste-unit did not make the invoice of waste materials and the normal VAT taxpayers did not obtain the invoice.

The competent tax authority shall do the following audit in the procedure of VAT declaration.

(1)

To audit the declaration of the waste-unit

i.Whether the detailed list of making is fully filled

ii. Whether the data in the item of Total Amount in the column of Invoice Amount in the detailed list of making equals to or less
than the data in the item of Saleroom of Tax-free Goods in the column 16 Making Normal Invoice in the Annex I of the VAT tax return

(2)

To audit the declaration of the obtain of the invoice of waste materials

i. Whether there is data in the column 7 Invoice of waste materials and whether offer the detailed list of deduct if there is data

ii. Whether the detailed list of deduct is fully filled

iii. whether the data in the column of Invoice Amount and column of Deduct Tax Amount is equals to the data In the column 7 Invoice
of waste materials of the Annex II of VAT tax return

The competent tax authority shall demand the taxpayers to re-offer the related documents or to re- declare after amending the related
data if it was found out that the taxpayer did not offer the detailed list of making and the detailed list of deduct or there exist
problem after the audit.

The waste-unit that be proved to falsely making the invoice of waste materials will not apply the policy of exempt VAT, and will be
punished by the competent tax authority in accordance with the related laws and regulations.

Annex: the sample of the stamp of invoice maker (omitted)

The State Administration of Taxation
2004-01-21

PROVISIONS ON THE ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

Ministry of Commerce

Decree of the Ministry of Commerce of the People’s Republic of China

No.2

Provisions on the Establishment of Investment Companies with Foreign Investment, which were revised and adopted at the 2nd executive
meeting of the Ministry of Commerce of the People’s Republic of China on February 12, 2004, are hereby promulgated, and shall come
into force after 30 days as of the date of promulgation.

Lv Fuyuan, Minister of the Ministry of Commerce

February 13, 2004

Provisions on the Establishment of Investment Companies with Foreign Investment

Article 1

With a view to promoting the foreign investors to make investment in China, introducing foreign advanced technology and management
experiences, the People’s Republic of China permits foreign investors to establish investment companies in China according to the
laws, regulations and the provision of China on foreign investment and the provisions.

Article 2

A investment company mentioned in the provisions means a foreign-funded enterprise engaging in direct investment, which is established
by a foreign investor in China either in the form of a solely foreign-owned enterprise or a joint venture with a Chinese investor.
The export procurement center shall be a limited liability company.

Article 3

To establish an investment company, the following requirements shall be satisfied:

(1)

1. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The total assets of the investor shall be no less than U.S.D400, 000,000 in the year before the application. And the investor shall
have established a foreign-funded enterprise within the territory of China, the amount of actual contribution to the registered capital
of which shall be no less than U.S.D 10, 000,000, and which shall have more than three projects which are intended to be invested,
or; 2. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The investor shall have established more than 10 foreign-funded enterprises, the amount of actual contribution to the registered
capital of which shall be no less than U.S.D30, 000,000;

(2)

The Chinese investor in a joint venture foreign-funded investment company shall have good credit standing, and necessary economic
strength for establishing the investment company. The total assets of the investor shall be no less than RMB100, 000,000 Yuan in
the year before the application.

(3)

The registered capital of the investment company shall be no less than U.S.D 30, 000,000.

The foreign investor applying for establishing an investment company shall be a foreign company, enterprise or economical organization.
If there are more than 2 investors, at least one of the investors who take major proportion of the stock right shall meet the provisions
of Subparagraph 1, Paragraph 1 of this Article.

Article 4

The foreign investor meeting the requirements provided in Subparagraph 1, Paragraph 1, Article 3 of the provisions may invest to
establish an investment company in the name of the constituent company exclusively owned by him.

Article 5

If a foreign investor applying for establishing an investment company meets the requirements provided in Subparagraph 1, Paragraph
1, Article 3 of the provisions, the investor shall submit a letter of guaranty to the approving authority, guaranteeing the contribution
to the registered capital and the transfer of the technology owned by him or the company related to him when the investment company
established by him invests within the territory of China.

For those establishing the investment companies in the name of the constituent company exclusively owned by them, the parent company
shall submit a letter of guaranty to the approving authority, guaranteeing that the constituent company shall complete the contribution
to the registered capital of the investment company, and guaranteeing the contribution to the registered capital and the transfer
of the technology owned by the parent company or its branch companies when the investment company is established within the territory
of China.

Article 6

The investor applying for establishing a investment company shall submit the following documents to the competent authority of commerce
of the province, autonomous region, municipality directly under the Central Government, or city directly under state planning where
the investment company is located. After having been consented to upon preliminary examination, the documents shall submit to the
Ministry of Commerce for examination and approval.

(1)

Letter of project suggestion on establishing a investment company in the form of joint venture, the feasibility study report, the
contract, the articles of association signed by all the investors;

When establishing an investment company exclusively owned by a foreign investor, the letter of project suggestion, the application
form of the foreign enterprise, the feasibility study report, the articles of association signed by the foreign investor;

(2)

Proof document of qualifications, registration document (photocopy), and legal representative (duplicated) of all the investors

(3)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the enterprises having been funded by the foreign investor;

(4)

The statements of assets and liabilities of all the investors in the last 3 years which have been audited according to the laws;

(5)

The letter of guaranty which shall be submitted according to Article 5 of the provisions;

(6)

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the documents above-mentioned shall uniformly be formal documents.

If the documents are signed by non-legal persons, the authorizing letter signed by the legal person of the investor shall be presented.

If the investor authorizes the intermediary organization to make the application, the authorizing letter signed by the legal person
of the investor shall be presented.

Article 7

The foreign investor shall make contribution to the registered capital of the investment company in freely convertible currency, or
the profit in the form of RMB it earned in the territory of China, or the lawful incomes in the form of RMB which is from the activities
such as assignment of the share or liquidation. The Chinese investor may make investment in RMB. The foreign investor who makes contribution
to the registered capital in the lawful incomes in the form of RMB shall submit the relevant verifying documents and tax voucher.
The contribution shall be completely paid in 2 years as of the date the business license is issued.

Article 8

The investment company shall keep at least U.S.D30, 000,000 in its registered capital used for making investment to the foreign-funded
enterprise newly established by it, or making investment to the amount of contribution of the foreign-funded enterprise (having completed
the assignment of share according to the law) that haven’t completely paid by its parent company or the relevant companies, or making
contribution to the increased part of the registered capital, or making investment to the establishment of organizations such as
the scientific research and development centre, or purchasing the stock right of the company shareholders in the territory of China(
Don’t include the stock right formed by the contribution that has been paid by the parent company of the investment company or its
relevant companies).

Article 9

If the registered capital of the investment company is no less than U.S.D30, 000,000, the amount of loan shall not exceed 4 times
of the registered capital that has been paid. If the registered capital of the investment company is no less than U.S.D100, 000,000,
the amount of loan shall not exceed 6 times of the registered capital that has been paid. If the required loan exceeds the above-mentioned
provisions because of business need, the investment company shall report to the Ministry of Commerce for approval.

Article 10

After being established by the approval of the Ministry of Commerce, the investment company may engage in the following business according
to the actual need when engaging in operational activities in China:

(1)

Making investment in the fields the State permits the foreign investors to invest in;

(2)

Providing the following services to the funded enterprise under the written authorization (adopted unanimously by the board of directors)
of the enterprise:

Giving assistance to or acting as procurator of the funded enterprise to purchase machine equipments, office equipments used by itself
and the raw material, component, machine replacement parts needed for production from home and abroad, and sell the products produced
by the funded enterprise at home and abroad, and provide services after selling;

ii.

Balancing the foreign exchange between the funded enterprises under the approval and supervision of the foreign exchange control departments;

iii.

Providing services such as technological support, staff training, personal administration inside the enterprise in the process of
production, sales, market development;

iv.

Giving assistance to the funded enterprise for seeking loan or providing bond for it;

(3)

Establishing scientific development centre or department within the territory of China, engaging in the research and development of
new products and new technique, transferring the achievements of research and development, and providing the corresponding technological
services;

(4)

Providing consulting service for the investors, and providing consulting service such as market information, investment policies related
to its investment for the relevant companies;

(5)

Carrying on the outsourcing business of its parent company and relevant company.

Article 11

The enterprise funded by the investment enterprise mentioned in the provisions means the enterprise meeting the following requirements:

(1)

The enterprise directly invested by the investment company, or jointly invested by the investment company and other foreign investors
and (or) Chinese investors. The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors
discount to the investment company shall be no less than 25 percent of the investment company’s registered capital;

(2)

The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors discount to the investment
company shall be no less than 25 percent of the investment company’s registered capital, after the investment company partly or completely
purchasing the stock right of the enterprises having been established in the territory of China invested by its investor or the relevant
companies of its investor, other investors and the investors in the territory of China;

(3)

The amount of investment of the investment company shall be no less than 10 percent of the registered capital of the enterprise funded
by the investment company.

Article 12

The investment company may provide financial support to the enterprise invested by it after being approved by China Banking Regulatory
Commission.

Article 13

The investment company may sponsor to establish an foreign-funded limited-liability company or hold the legal person shares of other
foreign-funded limited-liability companies that haven’t been listed for circulation. The investment company may also hold the legal
person shares of other limited-liability companies in the territory of China that haven’t been listed for circulation. The investment
company shall be treated as the foreign sponsor or shareholder of the limited-liability company.

Article 14

If the established investment company operates according to the laws, has no record of violating the laws, pays the registered capital
on schedule according to the provisions of the articles of association, the registered capital actually paid by the investors being
no less than U.S.D30, 000,000 and having been used according to the provisions of Article 8 , it may engage in the following business
according to the actual need when engaging in operational activities in China after being consented to by the competent authority
of commerce of the province, autonomous region, municipality directly under the Central Government, or city directly under state
planning where the investment company is established upon preliminary examination, making application to the Ministry of Commerce
and being approved by it:

(1)

Conducting the following business under the written authorization (adopted unanimously by the board of directors) of the enterprise
invested by it:

Selling the products produced by the funded enterprise by the way of distribution in the markets both at home and abroad;

ii.

Providing comprehensive services such as transportation and storage of goods for the enterprise funded by it.

(2)

Exporting the commodities within the territory of China by the way of agency, distribution, or establishing export procurement organization
(including internal organizations), and completing the drawback of duties paid for export according to the relevant provisions;

(3)

Purchasing the products produced by the funded enterprise and selling them both at home and abroad after systematically integrating
them, if the products of the funded enterprise cannot meet the need of systematically integrating, permitting it to purchase the
auxiliary products for systematical integration from home and abroad, but the value of the purchased products shall not exceed 50
percent of the total value of the products needed to be systematically integrated;

(4)

Providing relevant technological training for the internal distributors and agents of the products of the enterprise funded by it,
and the domestic companies and enterprises which have signed agreement on transfer of technology with the investment company, its
parent company or its relevant companies;

(5)

Before the funded enterprise going into operation or new products of the funded enterprise putting into production, permitting the
investment company to import the products related to products produced by the funded enterprise from the parent company and conducting
trial marketing at home;

(6)

Providing operational leasing services of machine and office equipments for the funded enterprise, or establishing an operational
leasing company according to the laws;

(7)

Providing services after selling for the products produced by the parent company.

(8)

Participating in overseas contracted projects of the Chinese enterprises that have the right to operate overseas contracted projects.

Article 15

The investment companies importing products according to Paragraph 3 and Paragraph 5 of Article 14 shall go through the formalities
according to the relevant provisions of the state. The funds used for import as mentioned above accumulated every year shall not
exceed the amount of the registered capital having been paid by the company.

Article 16

The investment company applying for operating the business of Article 14 of the provisions shall submit the following documents to
the Ministry of Commerce:

(1)

The application signed by the legal person of the investment company;

(2)

The agreement of the board of directors of the investment company;

(3)

The revised articles of association of the investment company;

(4)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

(5)

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

(6)

Other documents required by the Ministry of Commerce.

Article 17

The period of operation of the investment company shall be verified based on the nature of the project it intends to establish according
to the provisions of the State on the duration of the foreign-funded enterprises.

Article 18

The investment company investing to establish an enterprise shall report for examination and approval according to the competence
and procedure for examination and approval of the foreign-funded enterprise.

Article 19

When an investment company invests to establish an enterprise, the proportion of the foreign investor’s investment exclusively by
himself or jointly with other investors discount to the investment company shall be no less than 25 percent of the investment company’s
registered capital. The enterprise invested by it shall enjoin the treatment of foreign-funded enterprise, and be issued with the
approval certificate and business license of the foreign funded enterprise.

Article 20

The establishment of branch offices by the investment companies shall report to the Ministry of Commerce for examination and approval.
The investment company applying to establish a branch company shall meet the following requirements:

(1)

The registered capital of the investment company having been paid on schedule according to the provisions of the contract and articles
of association, and the amount having been paid shall be no less than U.S.D30, 000,000; or the investment company has invested to
establish or own more than 10 foreign funded enterprises;

(2)

The locality where the branch company is to be located shall be the areas where the investment or sales of products of the investment
company are centralized.

Article 21

The investment company meeting the requirements may apply for being identified as the regional headquarter of a multinational corporation
(hereinafter referred to as the regional headquarter), and complete the procedure of change.

(1)

The investment company applying for being identified as the regional headquarter shall meet the following requirements:

The registered capital having been paid is no less than U.S.D100, 000,000, or; the registered capital having been paid is no less
than U.S.D50, 000,000, the total amount of the assets in the year before the application shall be no less than RMB3, 000,000,000,
and the total amount of the profit shall be no less than RMB100, 000,000(accounted by merging the relevant provisions of the statements);

ii.

Meeting the provisions of Article 8 of the provisions;

iii.

Having established more than 2 science research and development organizations (among them at least an organization shall be the entity
of legal person)

(2)

The investment company having been identified as the regional headquarter may engage in the following business according to the actual
need when engaging in operational activities in China:

The business provided in Article 10 ,Article 14 of the provisions;

ii.

Importing and selling the products of the multinational corporation at home;

iii.

Importing raw and auxiliary materials, parts and fittings of machines which are needed when providing maintenance services for the
products of the funded enterprises and the multinational corporation;

iv.

Carrying on the outsourcing business of the enterprises both at home and abroad;

Engaging in goods delivery service according to the relevant provisions;

vi.

Establishing financial company and offering relevant financial services to the investment companies and the enterprises invested by
them after being approved by China Banking Regulatory Commission;

vii.

After being approved by the Ministry of Commerce, engaging in overseas contracted projects business and overseas investment, and establishing
leasing company for seeking funds and offering the relevant services;

viii.

Other business having been approved.

(3)

Procedure for examination and approval:

The investment company makes application to the competent authority of commerce of the province, autonomous region, municipality directly
under the Central Government, or city directly under state planning for preliminary examination, then report to the Ministry of Commerce;

ii.

The Ministry of Commerce shall make examination and reply in 30 days since having received all the documents for application, and
issue the changed Approval Certificate of the Foreign-funded Enterprise (adding to mark “the Regional Headquarter”) to those being
identified as the regional headquarters;

iii.

The investment company shall apply for going trough the registration for the change.

(4)

Documents for application

The application signed by the legal person of the investment company;

ii.

The agreement of the board of directors of the investment company and its multinational corporation;

iii.

The revised articles of association or contract of the investment company;

iv.

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

The approval certificates (duplicated) and business license (duplicated) of the funded enterprises;

vi.

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

vii.

The major financial statement audited by a Chinese registered accountant;

viii.

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the above-mentioned documents shall uniformly be formal documents.

The “multinational corporation” mentioned in this Article means the parent company of the corporation group to which the foreign investor
who establishes the investment company belongs.

Article 22

The investing activities of the investment company within the territory of China shall not be limited for the registered place of
the company.

Article 23

The taxation of the investment companies shall be taxed according to the relevant laws and regulations of China.

Article 24

The investment company shall conscientiously execute the project investment plan, and report the information of investment and operation
of the first year to the Ministry of Commerce for archival purpose according to the provided content and form in the first three
months of the next year. The above-mentioned material shall be regarded as one of the necessary materials for the investment company
to report when conducting the united annual examination.

Article 25

The investment company and the enterprises invested by it shall be independent legal persons or entities. The business intercourse
between them shall be treated as the business intercourse of the independent enterprises.

Article 26

The investment company and the enterprises invested by it shall obey the laws, regulations and provisions of China, and shall not
adopt any means to escape the management and tax payment.

Article 27

The investment company shall not directly engage in the production activities.

Article 28

The investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region investing to establish
the investment company in mainland of China shall meet the provisions.

Article 29

The Ministry of Commerce shall be responsible for the interpretation of the provisions.

Article 30

The Provisions shall take effect after 30 days as of the date of promulgation.

Ministry of Commerce
2004-02-13

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT TAX ISSUES CONCERNING THE PILOT JOINT DEVELOPMENT OF BONDED AREAS AND PORT ZONES

CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY AND CHINA SECURITIES REGULATORY COMMISSION ON THE RELEVANT ISSUES CONCERNING SECURITIES INVESTMENT OF ENTERPRISE ANNUITY FUND

CIRCULAR OF MINISTRY OF EDUCATION ON ISSUING MEASURES ON PUTTING ON RECORD OF PROJECT AND NUMBERING OF PROJECT APPROVAL LETTER OF CHINESE-FOREIGN COOPERATION IN RUNNING SCHOOLS (FOR TRIAL IMPLEMENTATION)

ANNOUNCEMENT OF THE STATE FOOD AND DRUG ADMINISTRATION BUREAU ON ADDING NANNING MUNICIPALITY TO BE PORT CITY OF DRUG IMPORT

THE CONTROLLING INDEX FOR INDUSTRIAL PROJECT CONSTRUCTION LAND UTILIZATION (FOR TRIAL IMPLEMENTATION)

MEASURES FOR THE ADMINISTRATION OF ADVERTISING BUSINESS LICENSES

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING RELEVANT ISSUES ON THE CONTROL OF FOREIGN EXCHANGES RELATING TO THE USE OF FOREIGN CAPITALS FOR NON-PERFORMING ASSET DISPOSAL OF FINANCIAL ASSET MANAGEMENT COMPANIES

MEASURES FOR THE ADMINISTRATION OF QUOTAS FOR COAL EXPORT

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING MATTERS RELATED TO STRENGTHENING THE ADMINISTRATION OF THE SPECIAL BILL OF PAYMENT OF IMPORT VAT AND THE INVOICE OF WASTE MATERIAL

PROVISIONS ON THE ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7