NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON STRICTLY IMPLEMENTING THE STANDARDS FOR EXPENSES EXEMPTED FROM INDIVIDUAL INCOME TAX AND NON-TAXABLE ITEMS

the ministry of finance, the state administration of taxation

Notice of the Ministry of Finance and the State Administration of Taxation on Strictly Implementing the Standards for Expenses Exempted
from Individual Income Tax and Non-Taxable Items

CaiShui [2004] No.40

February 6, 2004

Finance offices or bureaus and administrations of local taxation of all provinces, autonomous regions, and municipalities directly
under the Central Government, and cities directly under state planning, and finance bureau of Xinjiang Production and Construction
s:

Recently, some regions have, in violation of tax laws and the national uniform provisions, increased the standard for expenses exempted
from “income from wages and salaries” of individual income tax without permission, and enlarged the application scope for non-taxable
items. These violations have breached the principle of administering taxation according to law, and are harmful for achieving uniform
tax policies, equitable tax burdens and normalized taxation systems, and have brought about very negative influence on the adjustment
of income distribution , the organization of the revenue from individual income tax, and the rectification and normalization of taxation
order. In order to implement the policy and strategy of managing state affairs according to law, and genuinely materialize the requirements
for administration by law, and maintain the seriousness, authority and unity of the tax law, we hereby give the following Notice
on issues concerning the regulation of the standard for expenses exempted from individual income tax and non-taxable items:

To administer taxation according to law and unify tax policies is the embodiment of implementing the basic policy of managing state
affairs by law and administration by law, and is also an important measure for perfecting the system of socialist market economy,
and rectifying and regulating the order of market economy. As was pointed out in the Decision of the Central Committee of the Communist
Party of China on Some Issues Concerning the Improvement of the Socialist Market Economy, which was adopted by the third Plenary
Session of the 16th CPC Central Committee, efforts shall be made to enhance law enforcement and to improve the capabilities and levels
of administrative law enforcement, so as to guarantee the effective implementation of laws and regulations and to safeguard the unity
and dignity of the legal system. The Law of the People’s Republic of China on the Administration of Tax Collection and its detailed
implementation rules prescribe that “No departments, entities or individuals are permitted to make without authorization, by violating
laws or administrative regulations, decisions regarding the collection of tax or the cessation thereof, the reduction, exemption
or refund of tax, the payment of tax evaded or overdue or other decisions in conflict with tax laws or administrative regulations”.
“Any decision conflicting with the tax laws and administrative regulations, made by whatever department, entity or individual, is
void without exception, and the tax authorities shall not execute such a decision and shall report to the higher tax authorities.”
And the Individual Income Tax Law of the People’s Republic of China is the tax law formulated by the National People’s Congress,
and all the regions, departments, entities and individuals shall have the duty to maintain the seriousness, integrity and uniformity
of the Individual Income Tax Law consciously, and have no right to change the provisions of the tax law at will.

II.

For the ten years since the implementation of the existing Individual Income Tax Law. The construction of socialist market economy
of our country has seen great developments, and the conditions of national economy and individual income have changed greatly. As
a result, some provisions of the existing Individual Income Tax Law cannot fully meet the requirements for such developments and
changes, and indeed needs to be revised and further perfected according to the new changes. Therefore, the Central Committee of the
Communist Party of China and the State Council have attached high importance to it, and the requirement for “improving individual
income tax” has been put forward in the Decision of the Central Committee of the Communist Party of China on Some Issues Concerning
the Improvement of Socialist Market Economy, and on this basis the state legislative departments have listed the revision of Individual
Income Tax Law into the lawmaking plan. But, before the completion of the revision on Individual Income Tax Law, the existing provisions
must be abided by. No district, department or entity may be permitted to improve the standards for deduction of expenses for Individual
Income Tax without authorization of the National People’s Congress and the Standing Committee of the National People’s Congress,
nor shall they enlarge the application scope for non-taxable items in any disguised form or exceeding their power. According to the
state law for the administration on tax collection, all levels of taxation authorities shall not implement the provisions of documents
concerning the improvement of standard for expenses exempted from individual income tax without permission or enlarging the application
scope for non-taxable items by some regions in violation of the uniform policy, and the provisions having been implemented shall
be stopped.

III.

Since the implementation of the new taxation system in 1994, in order to meet the requirements for economic development and the continuous
deepening the reform of economic system, the Ministry of Finance and the State Administration of Taxation have, according to their
power for taxation administration, distributed documents concerning items exempt from individual tax. The policies prescribed in
these documents have clearly specified the contents, standards and application scope (object). The taxation authorities at all levels
shall strictly abide by the provisions as required in their implementation, and shall not enlarge the application scope (objects)
or improve standards without permission, nor shall they enlarge these provisions to a uniform standard applicable to all individuals.

IV.

The finance and taxation authorities at all levels shall perform their functions resolutely in accordance with the provisions of the
law on the administration of tax collection, and propose opinions of administering taxation according to law when the local governments
are making research and planning to make provisions not in conformity with the Individual Income Tax Law. And they shall elaborate
on the relevant provisions of tax law to the respective government, and report to the upper level finance and taxation authorities
according to the provisions of law on the administration of tax collection. After receiving this Notice, the finance and taxation
authorities at all levels shall report to the local Party and government leaders in time, and do a good job in publicizing and explaining
this to the Party and government leaders and all circles of the society as well as the vast taxpayers, so as to ensure the accurate
implementation of the Individual Income Tax Law and promote the overall, coordinated and healthy development of socialist economy.

the ministry of finance, the state administration of taxation
2004-02-06

THE SUPERVISION AND INSPECTION PROGRAM FOR THE REVIEW AND EXAMINATION OF PREFERENTIAL TAX POLICIES FOR DEVELOPMENT ZONES

State Administration of Taxation

Circular of the State Administration of Taxation concerning the Distribution of the Supervision and Inspection Program for the Review
and Examination of Preferential Tax Policies for Development Zones

GuoShuiHan [2004] No.349

State tax and local tax bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and municipalities
with independent budgetary status:

The State Administration of Taxation formulated the Supervision and Inspection Program for the Review and Examination of Preferential
Tax Policies for Development Zones (hereinafter referred to as the “Supervision and Inspection Program”) in order to further implement
the Circular of the State Administration of Taxation concerning the Review and Examination of Preferential Tax Policies for Development
Zones (Guo Shui Fa No.9 2004) and earnestly ensure that the review and inspection work achieve actual effects and expected goals.
All localities are required to organize supervision and inspection groups to carry out work in this regard according to uniform principles,
scopes and methods of supervision. The Supervision and Inspection Program is herewith circulated for your implementation. All localities
shall submit the written supervision report to the State Administration of Taxation (Department of Policies and Regulations) before
the end of March. The State Administration of Taxation will organize supervisory group for selective examination in the first ten
days of April.

State Administration of Taxation

March 10th, 2004

The Supervision and inspection Program for the Review and examination of Preferential Tax Policies for Development Zones

This program is formulated with a view to further implementing the Circular of the State Administration of Taxation concerning the
Review and Examination of Preferential Tax Policies for Development Zones (Guo Shui Fa [2004] No. 9, hereinafter referred to as the
“Circular”), strengthening the review and examination of the preferential tax policies for development zones and guiding self-examination
and self-correction of local tax authorities.

Principles of Supervision

(1)

Upholding the law and relevant norms. Supervision and inspection shall, on the basis of current taxation laws, regulations and rules,
be carried out in accordance with the requirements of the Circular with reference to the state uniform preferential tax policies
for development zones.

(2)

Upholding objectivity and impartiality. The materials collected and the situation reflected in the course of supervisions should be
true and valid; the subjective and objective reasons for the identified problems should be analyzed in great detail and shall not
be exaggerated or understated.

(3)

Upholding stress on key points. The supervision shall be carried out with priority in accordance with the scopes of supervision and
the different taxation preferential policies applied in development zones at state level and at or below provincial level. The review
and examination shall be conducted thoroughly instead of being conducted as a mere formality so as to achieve actual effects.

Organization of Supervision

The leaders in charge of tax authorities in various regions shall head the supervisory groups in person. The legal departments shall
facilitate the organizing of the supervisory groups with involvement of other relevant departments. The supervisory groups shall
supervise more than two tax authorities at prefecture and municipal level chosen with pertinence in the light of the actual situation
of different places.

The supervision work shall be carried out for around ten days during the middle ten days of March.

Scope of Supervision

The scope of supervision is the implementation of the Circular of the State Administration of Taxation and self-examination and self-correction
by various local authorities, including:

(1)

The application of preferential tax policies for development zones, including the application of preferential tax policies for the
economic and technological development zones, the coastal economic open zones, the high tech industrial development zones established
under the approval of the State Council as well as other state-level parks and various development zones established under the approval
of the governments at or below the provincial level.

(2)

The implementation of preferential tax policies for the development zones. Whether such problems exist in state-level development
zones as enterprises outside the development zones enjoying the preferential tax policies for those inside, enterprises registered
within but operated outside the zones enjoying the preferential tax policies for the zones, the preferential tax policies being granted
to the newly-established enterprises without strict examination of their qualification or development zones by itself expanding the
scope of application of preferential tax policies, increasing the preferential tax rates and extending the preferential period. Whether
such problems exist for the development zones at or below the provincial level to enact preferential tax policies beyond their taxation
jurisdiction or enjoy preferential tax policies applied for the state-level development zones.

(3)

Specific opinions and suggestions put forward by various localities in the light of the status quo of various development zones at
all levels as well as the implementation of the preferential tax policies inside the development zones.

Methods of Supervision

(1)

Listening to Reports

The supervisory groups shall listen to the reports on the review of preferential tax policies for development zones presented by the
tax authorities at prefecture and municipal level, which shall cover the following contents:

The understanding by leaders of the tax authorities at prefecture and municipal level of the importance of the review and examination
of preferential tax policies for development zones; progress of the transmission of the Circular to the state and local tax authorities
at municipality and county level; progress of organizing and arranging the review and examination of preferential tax policies for
development zones in compliance with the Circular, whether concrete implementation program has been formulated and whether self-examination
and self-correction have been carried out.

(2)

Holding Symposia

The supervisory groups shall, on the basis of listening to the reports, hold symposia attended by relevant personnel from development
zones of different kinds at all levels to further find out the application and implementation of preferential tax policies for development
zones as well as problems and suggestions arising from the course of implementation.

(3)

On-the-spot Inspection

The supervisory groups shall, on the basis of the information in hand, carry out on-the-spot investigation and inspection in selected
tax authorities of the development zones at state level and at or below provincial level. The inspection shall focus on issues such
as whether the preferential tax policies are enacted without authorization, whether the application scope of preferential tax policies
is enlarged and whether the preferential tax rates are increased and the period extended. During the on-the-spot supervision and
inspection, the supervisors shall fill in the original copy of the work memo of review and examination of preferential tax policies
for development zones in line with the actual situations.

(4)

Paying Visits to Enterprises

When carrying out investigations into matters such as applying inside policies of various development zones by outside enterprises
and enterprises registered with the zones but running business operated outside, as well as other matters found out during the inspection,
on which an investigation is needed to be extended to enterprises, visits to these enterprises shall be conducted in order to get
a clearer picture and ascertain the matters.

Requirements of Supervision

All local tax authorities shall deepen their understanding, strengthen their leadership, carry out the supervision and inspection
work conscientiously and ensure the problems are identified. Going through the motions is strictly prohibited.

State Administration of Taxation
2004-03-10

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON CARRYING OUT THE SPECIAL CAMPAIGN CONCERNING SEVERE CRACKDOWN ON PYRAMID SELLING AND DISGUISED PYRAMID SELLING

State Administration for Industry and Commerce

Circular of the State Administration for Industry and Commerce on Carrying out the Special campaign concerning Severe Crackdown on
Pyramid Selling and Disguised Pyramid Selling

Gong Shang Ming Dian [2004] No.16

April 5, 2004

The administration for industry and commerce in all provinces, autonomous regions, municipalities directly under the Central Government
and the cities specifically designated in the state plan,

In the recent years, upon the unified arrangement of the State Council, the administrative departments of industry and commerce at
all level have regarded crackdown on pyramid selling and disguised pyramid selling as an important task of rectifying and standardizing
the order of the market economy, and under the leadership of the CCP committees and people’s departments at all levels and in close
cooperation with other relevant departments, obvious effects have been obtained. However, since this year pyramid selling and disguised
pyramid selling have risen to some extent so the situation is still serious in cracking down on pyramid selling and disguised pyramid
selling. A new situation appeared that in-school students in some regions gathered to participate in the pyramid selling activities;
some illegal organizations, under various banners, by expanding members and organizing networks, are engaged in pyramid selling and
disguised pyramid selling; even in some non-focus regions appears the situation that pyramid sellers gathered and carried out illegal
activities. Recently, with regard to the activities of pyramid selling and disguised pyramid selling which appeared in Guangdong
Maoming, Hubei Wuhan, Jiangsu Wuxi and Chongqing, leaders of the State Council attached much importance and explicitly indicated
that once found, pyramid selling and disguised pyramid selling shall be clamped down. For the purpose of implementing the spirits
of the instruction of the leaders of the State Council, the State Administration for Industry and Commerce has decided that as of
the issuance date of this Circular till July 30, a special campaign shall be organized and carried out to severely crack down on
pyramid selling and disguised pyramid selling. Relevant issues are hereby notified as follows:

Guiding thoughtWe shall take the important thought of the “Three Represents” as our guide and seriously put into practice the guidelines
of the 16th National Party Congress and the Third Plenary Congress and the Central Economic Working Conference. We shall lay emphasis
on politics, overall situation and stability and further strengthen the sense of political responsibility and mission. We shall take
every effective measure to severely crack down on pyramid selling and disguised pyramid selling and continuously consolidate the
progress achieved.

FocusThe focus of special campaign shall be: to continue the full swing implementation of crackdown on pyramid selling, ban all kinds
of pyramid selling and disguised pyramid selling behavior, investigate and treat major cases of pyramid selling and disguised pyramid
selling, firmly prevent the surge of large-scale pyramid selling and disguised pyramid selling activities. We shall focus on clamping
down on hideouts and severely crack down on pyramid selling and disguised pyramid selling which mainly employs the method of “counting
the number of people”. We shall ban the use of Internet for pyramid selling and disguised pyramid selling. We shall investigate and
treat in a strict manner the illegal activities by both domestic and overseas enterprises that participate in pyramid selling and
disguised pyramid selling. We shall strictly punish in accordance with the law those enterprises situated at the intersection of
transformation, who are engaged in pyramid selling and training activities against the regulation.

Major regions and targeted enterprisesThe major regions in special campaign are Guangxi, Guangdong, Hebei, Henan, Jilin, Liaoning,
Shandong, Shanxi, Jiangsu, Sichuan, Chongqing and Beijing. We shall also allocate personnel in other regions and concentrate both
the personnel and time to launch a powerful and dynamic special campaign in a nationwide scale. During the action, we shall resolutely
ban the illegal activities of a group of pyramid selling and disguised pyramid selling organizations, such as “Wuhan Xintian”, “Shenzhen
Wenbin”, “Elite 88”, “US Distance Learning” and “US Internet Fund”, once it is found that they take part in those activities.

Specific measures

(1)

We shall crack down on every sign of activities and continue to remain highly alert. Each region shall start with implementing the
responsibility system and fault-prosecution system. They shall strengthen daily oversight and management and improve the market inspection
system, improve the early-warning mechanism and emergency handling mechanism, and gradually establish administrative oversight and
management system to crack down on pyramid selling and disguised pyramid selling. We shall further strengthen the supervision and
control of the joining area between cities and rural areas and regions with high density of migrant population. These regions are
all characterized by greater potential and higher ratio of cases. The steps taken above are aimed at wiping out pyramid selling and
disguised pyramid selling at their embryonic stage and preventing them from becoming a trend.

(2)

We shall lay emphasis on the key points and keep a firm hand on investigating and treating major cases. We shall make full-scale examination
of the regions which have turned out a relatively strong response towards pyramid selling and disguised pyramid selling activities.
We shall organize and unify the investigation and treatment of trans-regional pyramid selling, cooperate with relevant departments
like public security bureau in investigation and treatment of major cases of pyramid selling and disguised pyramid selling and concerned
organizations, which have brought great impact on the society and involved wide scope of areas and seriously endangered social stability
and damaged the economic order. We shall punish severely the organizers of pyramid selling and disguised pyramid selling and transfer
them to judicial organ for criminal liabilities , if they constitute crimes. We shall resolutely clamp down on those enterprises
who are engaged in illegal activities of pyramid selling and disguised pyramid selling.

(3)

We shall increase the strength of supervision on enterprises situated at the intersection of transformation. It is important to learn
thoroughly the operation of those enterprises within the area under one’s jurisdiction, improve every item of supervision system,
and to rectify and standardize those enterprises in strict accordance with the state regulation. It is also important to investigate
and treat according to the law those engaged in illegal activities like pyramid selling, training in violation of the regulation
and trans-regional operation. We shall make public the typical cases and urge the enterprises situated at the intersection of transformation
to regulate their business conduct in accordance with the state regulations.

(4)

We shall strengthen publicity and guidance and increase the strength of supervision by the society. We shall take various effective
steps to publicize greatly the relevant state regulation and make public and unveil the harm and cheating of pyramid selling and
disguised pyramid selling, make public the typical cases, so that the general public can better identify and voluntarily resist them.
We shall strengthen the cooperation with relevant departments and do a good job directed at the public consisting college and university
students, youth, women, farmers and laid-off workers. We shall mobilize the whole society to take part in crackdown on pyramid selling
and disguised pyramid selling, thus forming a favorable trend where the whole society make a joint effort to combat and crack down
on illegal activities.

State Administration for Industry and Commerce
2004-04-05

REPLY OF THE DEPARTMENT OF GENERAL AFFAIRS OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING APPROVING TO AUTHORIZE THE DESIGNATED FOREIGN EXCHANGE BANKS TO EXAMINE THE TRANSFER OF FOREIGN EXCHANGE FUNDS IN THE NON-RESIDENT INDIVIDUAL FOREIGN EXCHANGE ACCOUNTS TO THE CAPITAL ACCOUNTS OF FOREIGN-FUNDED ENTERPRISES

Reply of the Department of General Affairs of the State Administration of Foreign Exchange Concerning Approving to Authorize the Designated
Foreign Exchange Banks to Examine the Transfer of Foreign Exchange Funds in the Non-resident Individual Foreign Exchange Accounts
to the Capital Accounts of Foreign-funded Enterprises

Hui Zong Fu [2004] No. 27
May 17, 2004

Shanghai Bureau of the State Administration of Foreign Exchange:

Your Bureau’s Request for Instructions about the Authorization to the Designated Foreign Exchange Banks to Examine the Transfer of
Foreign Exchange Funds in the Non-resident Individual Foreign Exchange Accounts to the Capital Accounts of Foreign-funded Enterprises
(Shanghai Hui Fa [2004] No.40) has been received. An official reply is hereby given as follows:

Under the relevant provisions in Paragraph 2 of Article 1 of the Notice of the State Administration of Foreign Exchange on the Relevant
Issues regarding the Improvement of Foreign Exchange Administration of Direct Investments by Foreign Investors (Hui Fa [2003] No.
30), we hereby consent your Bureau to authorize the appointed foreign exchange banks within your jurisdiction to verify the transfer
of foreign exchange funds in the non-resident individual foreign exchange accounts to the capital accounts of foreign-funded enterprises.

Your Bureau shall conduct the relevant business in the designated foreign exchange banks according to the Operational Procedures for
the Designated Foreign Exchange Banks to Transfer the Foreign Exchange Funds in the Non-resident Individual Foreign Exchange Accounts
to the Capital Accounts of Foreign-funded Enterprises as established by your Bureau.

Your Bureau shall strengthen the inspection of the conducting such kind of business by the designated foreign exchange banks, and
shall seriously cope with any problem as suffered by virtue of the relevant provisions.

State Administration of Foreign Exchange
2004-05-17

OFFICIAL REPLY OF THE MINISTRY OF COMMERCE ON SEVERAL ISSUES CONCERNING THE LIQUIDATION TERMINATION AND OPERATION RESUMPTION OF FOREIGN FUNDED ENTERPRISES IN THE COURSE OF THEIR LIQUIDATION

Ministry of Commerce

Official Reply of the Ministry of Commerce on Several Issues Concerning the Liquidation Termination and Operation Resumption of Foreign
Funded Enterprises in the Course of Their Liquidation

Shang Fa Han [2004] No.45

Guangzhou Foreign Trade and Economic Cooperation Bureau:

In response to your Request for Instructions to Several Issues Concerning the Application Filed by the Guangzhou Anwang Rubber Tyre
Co., Ltd for Continuous Operation (Hui Wai Jing Mao Zi [2004] No. 28), related issues are hereby replied as follows:

Where a foreign funded enterprise goes through such formalities as to during its operation period apply for early termination of its
contract and articles of association followed by its dissolution, then to enter a liquidation procedure after approved by the examination
and approval authority, and lastly to apply to the said authority for liquidation termination and operation resumption in the course
of its liquidation, the said authority shall, without prejudice to the interests of any creditor of the enterprise, third person
or the public and in no violation of policies concerning the utilization of industries with foreign investment, approve the said
enterprise under the liquidation to terminate its liquidation and resume operation.

An enterprise applying for termination of liquidation and resumption of operation must comply with relevant Chinese laws and regulations
and meet the following requirements:

Its investors unanimously agree to terminate its liquidation and resume the operation;

Its authoritative organ decides to terminate its liquidation and resume the operation;;

The liquidation committee agrees on the termination of liquidation and resumption of operation and submits statements to the progress
of liquidation activities;

It hasn’t nullified its registration with the administration for industry and commerce;

Its period of operation hasn’t expired;

It satisfies all requirements of laws and regulations in terms of the business premise of a legal person;

It hasn’t have its property distributed yet or a shareholder having shared the said property has returned or undertakes to return
such property within a specified period; and

Neither investors nor it has any committed act in violation of laws, regulations and rules.

Whereas, the examination and approval authority shall demand an applicant submit the following documents:

an application letter signed and sealed by all the investors with respect to the termination of liquidation and resumption of operation;

a resolution adopted by the enterprise authoritative organ in terms of the termination of liquidation and resumption of operation;

a letter of the liquidation committee on approving the termination of liquidation and resumption of operation;

statements of the liquidation committee on the progress of liquidation activities;

the articles of association, contract, approval certificates and business license of the enterprise;

a certificate showing any shareholder having shared the property of the enterprise has returned such property or a letter of such
shareholder undertaking to return the enterprise’s property in the possession of him within a specified period; and

other documents as required by departments of commerce.

An official reply is hereby given that the examination and approval authority may, after the aforesaid documents undergo its examination
and are found correct, directly reply to whether or not approve the application filed by an enterprise for its liquidation termination
and operation resumption. Should the liquidation termination and operation resumption be granted, a prior official reply on approving
an application for early termination of the contract and articles of association and the dissolution of the enterprise shall not
be required to be revoked. The approval reply shall be copied to enterprise’s department in charge, the Customs, authorities for
foreign exchange control, authorities responsible for the registration of enterprises and tax authorities at the same time.

Ministry of Commerce of the People’s Republic of China

July 15, 2004

Ministry of Commerce
2004-07-15

CIRCULAR OF THE CHINA SECURITIES REGULATORY COMMISSION ON SEVERAL ISSUES CONCERNING THE STANDARDIZATION ON OVERSEAS LISTING OF SUBORDINATED ENTERPRISES OF DOMESTICALLY-LISTED COMPANIES

China Securities Regulatory Commission

Circular of the China Securities Regulatory Commission on Several Issues Concerning the Standardization on Overseas Listing of Subordinated
Enterprises of Domestically-Listed Companies

Zheng Jian Fa [2004] No.67

August 10, 2004

To various listed companies:

In accordance with the provisions of such laws, administrative regulations as the Company Law of the People’s Republic of China, the
Securities Law of the People’s Republic of China and the Special Provisions of the State Council Concerning the Overseas Offering
and Listing of Shares by Joint Stock Limited Companies, related issues concerning the standardization on overseas listing of the
enterprises subordinated to domestically-listed companies (hereinafter referred to as “listed companies”) are hereby notified as
follows:

Overseas listing of the enterprises subordinated to listed companies as used herein shall refer to acts of subordinated enterprises
under the control of listed companies (hereinafter referred to as “subordinated enterprises”) to issue shares in a public offer on
overseas securities markets.

Listed companies shall meet the following requirements if their subordinated enterprises apply for overseas listing:

(1)

Listed companies have been profitable for the last consecutive three years.

(2)

Businesses and assets, into which listed companies’ issued shares and raised funds in the last three fiscal years were invested, shall
not be used as capital of the subordinated enterprises for the application for overseas listing.

(3)

Net profits of subordinated enterprises enjoyed by listed companies according to rights and interests in consolidated statements of
the last fiscal year shall not exceed 50% of net profits of such listed companies in consolidated statements;

(4)

Net assets of subordinated enterprises enjoyed by listed companies according to rights and interests in consolidated statements of
the last fiscal year shall not exceed 30% of net assets of such listed companies in consolidated statements;

(5)

No horizontal competition may exist between listed companies and their subordinated enterprises, their assets and financial affairs
shall be separated from each other and no cross appointment among management personnel may take place between them;

(6)

Shares of subordinated enterprises as held by directors, senior executives and affiliated persons of the listed companies and their
enterprises subordinated shall not exceed 10% of the total share capital before such subordinated enterprises are listed abroad;

(7)

Listed companies may not have the circumstance that their funds or assets are occupied by any individual, legal person or other organization
and affiliated person hereto which have de facto control, and there is no other major affiliated transaction that will injure the
companies’ rights and interests; and

(8)

Limited companies haven’t committed grave offenses in contravention of laws and regulations in the recent three years.

As to matters on the overseas listing of subordinated enterprises, listed companies shall, according to the requirements of this Circular,
make resolutions on the following items subject to laws:

(1)

The board of directors shall make resolutions on such matters as whether or not overseas listing of subordinated enterprises conform
to this Circular, overseas listing programs of subordinated enterprises, commitments made by listed companies to maintain their independent
listing status as well as explanations on the capacity to continue their profits and prospects of their continuous profits, and shall
report all of such matters to the shareholders’ general meeting for approval;

(2)

The shareholders’ general meeting shall item by item review and vote for the overseas listing programs of subordinated enterprises,
independent listing status maintained by listed companies, explanations on capacity for continuous profits and prospects of their
continuous profits as stated under proposals submitted by the board of directors; and

(3)

Where directors of listed companies and their senior executives arrange shareholding plans for subordinated enterprises, independent
directors shall solicit voting rights from shareholders of tradable shares (public shares) for the said arrangement, the resolution
of which shall be adopted with half or more of the voting rights held by shareholders of tradable shares (public shares) present
at the shareholder’s general meeting.

Listed companies shall appoint securities operating institutions, which were registered with the China Securities Regulatory Commission
and incorporated into a name list of sponsored institutions, to act as their financial advisors (hereinafter referred to as “financial
advisors”) in charge of the maintenance of the continuous listing status of such companies. Such financial advisors shall exercise
the following duties:

(1)

The financial advisor shall, according to this Circular, carry out an conscientiously investigation and verification in due diligence
on documents of application filed by the enterprises subordinated to listed companies for overseas listing, produce financial advisor
reports, undertake that there is no false recording, misrepresentation or important omission in listed companies’ application documents
with good reasons and firmly believe that listed companies will still hold independent and continuous listing status, and retain
persistently-operable core assets and business, after the enterprises subordinated to such listed companies are listed abroad;

(2)

Financial advisors shall, within the remaining days of the current year when subordinated enterprises are listed abroad and a full
fiscal year thereafter, ceaselessly supervise listed companies to maintain their listing status and shall undertake the following
tasks:

to continuously focus on independent operating status and persistent operation capacity of the core assets and business of listed
companies;

in respect of changes in assets and financial status made by subordinated enterprises that have grave impacts on interests and benefits
of listed companies, as well as other important information affecting the share price of listed companies, to supervise such listed
companies to perform their obligations of disclosure subject to laws; and

within ten working days after the completion of continuous supervision, to report to the China Securities Regulatory Commission and
stock exchanges the “Summary Report on Continued Listing”.

Listed companies shall, on the next day following the events below, perform their obligations of disclosure:

(1)

resolutions adopted by the board of directors and the shareholders’ general meeting in terms of the overseas listing of subordinated
enterprises;

(2)

acceptance of application filed by subordinated enterprises to the China Securities Regulatory Commission for overseas listing;

(3)

approved overseas issuance in an public offer of subordinated enterprises; and

(4)

listed companies shall timely disclose major events to domestic investors which are firstly disclosed by subordinated enterprises
to foreign investors and may cause abnormal fluctuations of share price. Listed companies shall, under items of significant events
in the annual report, explain business development of their subordinated enterprises.

Any financial advisor shall, by applying mutatis mutandis the provisions of the Interim Measures for the Stock Issuance and Listing
Recommendation System, observe laws, administrative regulations, provisions stipulated by the China Securities Regulatory Commission
as well as industry codes of practice, follow the principles of honesty and good faith in due diligence, conscientiously produce
related financial advisor reports, and continuously supervise listed companies to maintain their independent listing status. The
China Securities Regulatory Commission shall, in accordance with the Interim Measures for the Stock Issuance and Listing Recommendation
System, conduct supervision over the practice of financial advisors.

The enterprises subordinated to listed companies applying for overseas listing shall prepare and report application documents and
relevant materials according to the requirements of the China Securities Regulatory Commission, which shall be responsible for granting
administrative licenses to the said subordinated enterprises for their application for overseas listing.

This Circular shall not apply to listed companies that simultaneously issue domestic listing of Chinese-oriented stocks and domestic
listing of foreign-oriented stocks

China Securities Regulatory Commission
2004-08-10

AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

e00167

Standing Committee of the National People’s Congress

Auction Law of the People’s Republic of China

(Adopted at the 20th session of the Standing Committee of the Eighth National People’s Congress on July 5th, 1996, promulgated by
Order No. 70 of the President of the People’s Republic of China on July 5th, 1996, and effective as of January 1st, 1997; Revised
at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on August
28th, 2004)

ContentsChapter I General Provisions

Chapter II Objects of Auction

Chapter III Parties to Auction

Section 1 Auctioneer

Section 2 Client

Section 3 Bidder

Section 4 Vendee

Chapter IV Auction Procedures

Section 1 Authorization of Auction

Section 2 Announcement of Auction and Display of Objects of Auction

Section 3 Execution of Auction

Section 4 Commission

Chapter V Legal Liability

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is formulated with a view to standardizing acts of auction, maintaining order of auction and protecting the lawful rights
and interests of all the parties in activities of auction.

Article 2

This Law applies to auction activities conducted by auction enterprises within the territory of the People’s Republic of China.

Article 3

Auction refers to the means of selling and buying by which specific articles or goods or property rights are transferred through public
bidding to the bidder that offers the highest price.

Article 4

The parties in activities of auction shall observe the pertinent laws and administrative rules and regulations and adhere to the principles
of openness, fairness, justice and good faith.

Article 5

The department in charge of administration of the auction trade under the State Council shall conduct supervision over and administration
of the auction trade throughout the country.

The departments in charge of administration of the auction trade under the people’s governments of provinces, autonomous regions,
municipalities directly under the Central Government, or cities divided into districts shall conduct supervision over and administration
of the auction trade in their respective administrative regions.

Chapter II Objection of Auction

Article 6

Objects of auction shall be articles or goods or property rights which are owned by the client or which the client may dispose of
according to the law.

Article 7

Articles or goods or property rights banned for sale by laws or administrative rules and regulations shall not be made objects of
auction.

Article 8

As regards the articles or goods or property rights whose transference is subject to examination and approval as prescribed by laws
or regulations of the State Council, the parties concerned shall, before their auction, conduct the formalities for the examination
and approval according to the law.

As regards the cultural relics under authorization for auction, they shall, before their auction, be subject to appraisal and permission
given according to the law by the administrative department for cultural relics at the locality of the auctioneer’s residence.

Article 9

As regards articles or goods confiscated or used to offset tax money or fines by the administrative organs of the State in conformity
with law and other articles or goods, all of which should be auctioned through authorization as prescribed by regulations of the
State Council, the auction shall be conducted by auctioneers designated by the people’s governments of the provinces, autonomous
regions or municipalities directly under the Central Government or of the cities divided into districts, where such property is located.

Auction of articles or goods confiscated or used to offset tax money or fines by the People’s Courts according to the law and other
articles or goods that are retrieved but cannot be returned to their owners shall be governed by the provisions of the preceding
paragraph.

Chapter III Parties to Auction

Section 1 Auctioneer

Article 10

An auctioneer refers to an enterprise legal person that is established in conformity with this Law and the Company Law of the People’s
Republic of China and engaging in activities of auction.

Article 11

Auction enterprises may be established in cities divided into districts. Establishment of an auction enterprise shall be subject to
examination, verification and approval by the department in charge of the auction trade under the people’s government of the province,
autonomous region, or municipality directly under the Central Government in the place where the enterprise is to be established and
shall be registered with the administrative department for industry and commerce for obtaining a business license.

Article 12

To establish an auction enterprise, the following conditions shall be satisfied:

(1)

having a registered capital of RMB one million yuan or more;

(2)

having its own name, organizational structure, premises and Articles of Association;

(3)

having auction masters and other employees commensurate with the trade;

(4)

having rules for the auction trade that accord with the provisions of this Law and other relevant laws;

(5)

observing the regulations of the State Council relating to development of the auction trade; and

(6)

other conditions as prescribed by laws or administrative rules and regulations.

Article 13

An auction enterprise engaging in the auction of cultural relics shall have a registered capital of RMB 10 million yuan or more and
employees with the professional knowledge about auction of cultural relics.

Article 14

Auction activities shall be presided over by auction masters.

Article 15

An auction master shall fulfill the following requirements:

(1)

having acquired a 3-year college education or a higher education and professional knowledge about auction;

(2)

having worked two years at least in an auction enterprise; and

(3)

being a person of good conduct.

Anyone, who has been discharged from public employment or whose qualification certificate of auction master been revoked for less
than five years or who has been subject to criminal punishment for intentional offense, shall not be employed as an auction master.

Article 16

Examination for qualification of auction masters shall be arranged unifiedly by the Auction Trade Association. Persons who pass the
examination shall be issued qualification certificates for auction masters by the aforesaid association.

Article 17

The Auction Trade Association is a public organization legal person established in conformity with law and a self-disciplined organization
for the trade of auction. The Auction Trade Association shall, pursuant to this Law and its own Articles of Association, conduct
supervision over auction enterprises and masters.

Article 18

An auctioneer shall be enpost_titled to request his clients to make clear the origins and defects of the objects of auction.

An auctioneer shall make defects of the objects of auction known to bidders.

Article 19

An auctioneer shall have the duty of taking care of the articles or goods delivered by his clients to him for auction sale.

Article 20

After accepting entrust, the auctioneer may not entrust another auctioneer to perform the auction without prior consent of his client.

Article 21

An auctioneer shall keep the identity of his client or vendee confidential if so requested.

Article 22

An auctioneer and his employees may not get involved as bidders in the auction sale which is arranged by themselves and may not entrust
another to act as a bidder on their behalf.

Article 23

An auctioneer may not put his own articles or goods or property rights on an auction sale which is arranged by himself.

Article 24

When an auction transaction is concluded, the auctioneer shall deliver the money paid for the objects of auction to the clients as
agreed and transfer the objects of auction to the vendees as agreed.

Section 2 Client

Article 25

A client refers to a citizen, legal person or other organization that authorizes an auctioneer to auction his or its articles, goods
or property rights.

Article 26

A client may conduct the formalities for authorization of auction by himself or through his agent.

Article 27

A client shall make clear the origins and defects of the objects of auction to the auctioneer.

Article 28

A client shall be enpost_titled to determine the reservation price for the objects of auction and require the auctioneer to keep it confidential.

As regards auction of State assets, assessment of which is required pursuant to law or regulations of the State Council, assessment
shall be made by the appraisal institution established according to the law, and reservation prices for the objects of auction shall
be determined on the basis of the assessment made.

Article 29

A client may withdraw the objects of auction before the auction sale commences. In such a case, the client shall pay to the auctioneer
the expenses as agreed; in the absence of such an agreement, the client shall pay to the auctioneer a reasonable amount of expenses.

Article 30

A client may not participate in bidding and may not authorize others to bid on his behalf.

Article 31

Where it is agreed that the objects of auction shall be transferred by the client, after the auction transaction is concluded, the
client shall transfer the objects of auction to the vendees.

Section 3 Bidder

Article 32

A bidder refers to a citizen, legal person or other organization that participates in the bidding for objects of auction.

Article 33

Where requirements for selling and buying of objects of auction are provided for by law or administrative rules and regulations, a
bidder shall fulfill those requirements.

Article 34

A bidder may take part in bidding by himself or authorize his agent to participate in it.

Article 35

A bidder shall be enpost_titled to be informed of defects of the objects of auction and be enpost_titled to inspect them and to have access
to information relating to them.

Article 36

Once a bidder bids for a price, it shall be irrevocable, and it shall lose its binding force as soon as another bidder offers a higher
price.

Article 37

Bidders or bidders and auctioneers may not collude with each other out of ill intention to harm the interests of others.

Section 4 Vendee

Article 38

A vendee refers to a bidder who purchases an object of auction at the highest price offered by him.

Article 39

A vendee shall pay for the object of auction at the price agreed, in the case of failing that, he shall bear liabilities for default
or, with the consent of the client, the auctioneer may put the object of auction up at auction again.

In case the object of auction is auctioned again, the former vendee shall pay the commission that he himself and the client should
pay for the first auction sale. Where the price for the second auction sale is lower than that for the first one, the former vendee
shall make up the difference.

Article 40

In case a vendee fails to obtain the object of auction as agreed, he shall be enpost_titled to request the auctioneer or client to bear
liabilities for default.

Where a vendee fails to collect the object of auction as agreed, he shall pay the storage charge incurred thereby.

Chapter IV Auction Procedures

Section 1 Authorization Auction

Article 41

When a client authorizes auction of articles or goods or property rights, he shall provide his identity certificate and, as required
by the auctioneer, the ownership certificate for the objects of auction, or certificates and any other materials testifying that
he may dispose of the objects of auction according to the law.

Article 42

The auctioneer shall verify the pertinent certificates and materials offered by the client. When an auctioneer accepts authorization,
he shall enter into a contract for authorization of auction with the client.

Article 43

The auctioneer may have the objects of auction evaluated, if he deems it necessary.

In case the conclusion of the expert evaluation does not conform to the descriptions of the objects of auction as specified in the
contract for authorization of auction, the auctioneer shall be enpost_titled to demand modification or cancellation of the contract.

Article 44

In a contract for authorization of auction, the following particulars shall be specified:

(1)

the name or post_title and address of the client and auctioneer;

(2)

post_title, specifications, quantity and quality of the object of auction;

(3)

reservation price offered by the client;

(4)

time and place of the auction;

(5)

time and manner of delivery or transference of the object of auction;

(6)

commission, manner and time limit for its payment;

(7)

manner and time limit for payment of the purchase;

(8)

liabilities for breach of the contract; and

(9)

other matters as agreed upon between parties.

Section 2 Announcement of Auction and Display of Objectives of Auction

Article 45

The auctioneer shall announce the opening of an auction seven days before the date of auction.

Article 46

The following particulars shall be specified in the announcement of auction:

(1)

time and place of auction;

(2)

objects of auction;

(3)

time and place for display of the objects of auction;

(4)

formalities supposed to conduct for participating in bidding; and

(5)

other matters in need of announcement.

Article 47

Announcement of an auction shall be released through newspapers or other media.

Article 48

The auctioneer shall display the objects of auction before the auction sale and provide pertinent information and conditions for bidders
to check the objects of auction.

The duration of display shall be at least two days.

Section 3 Execution of Auction

Article 49

The auction master shall announce the auction rules and points for attention before the auction sale commences.

Article 50

Where there is no reservation price for an object of auction, the auction master shall make it clear prior to the auction sale.

Where there is a reservation price for an object of auction and the highest price offered by a bidder does not reach the reservation
price, the offer shall be non-binding force and the auction master shall cease the auction sale of the aforesaid object.

Article 51

When the highest offer is confirmed by the auction master by knocking the gavel or any other way of public confirmation, the auction
transaction is concluded.

Article 52

After a transaction is concluded, the vendee and the auctioneer shall affix a written confirmation.

Article 53

When an auction sale is under way, minutes of auction shall be made and signed by the auction master and the recorder, as well as
the vendee if a transaction is concluded.

Article 54

The auctioneer shall properly keep the complete set of account books pertaining to business operation, the auction minutes and any
other relevant materials.

The period for maintaining the account books, auction minutes and other relevant materials as specified in the preceding paragraph
shall beat least five years, counting as of the date of expiration of the contract for authorization of auction.

Article 55

Where there is necessity to make changes in certificates or licenses or to transfer ownership of property rights, pursuant to law,
with regard to the objects of auction, the client and vendee shall conduct the formalities to the relevant administrative organ by
producing the transaction certificate prepared by the auctioneer and relevant materials.

Section 4 Commission

Article 56

The client and vendee may enter into an agreement with the auctioneer on the proportion of commission.

Where a transaction is concluded in the absence of such an agreement, the auctioneer may charge a commission of not more than five
percent of the transaction price from the client and the vendee respectively. The proportion of commission to be charged shall be
determined according to the principle that it is in inverse proportion to the transaction price.

In case no transaction is concluded, the auctioneer may charge the client the expenses as agreed. In the absence of an agreement,
the auctioneer may charge the client a reasonable amount for the expenses of auction.

Article 57

With respect to the auction of articles or goods specified in Article 9 of this Law, where a transaction is concluded, the auctioneer
may charge the vendee a commission of not more than five percent of the transaction price. The proportion of commission to be charged
shall be determined according to the principle that it is in inverse proportion to the transaction price.

In case no transaction is concluded, the provisions of Paragraph 3, Article 56 of this Law shall apply.

Chapter V Legal Liability

Article 58

Where a client, in violation of the provisions of Article 6 of this Law, authorizes auction of articles or goods or property rights
that he does not own or he has no right to dispose of according to the law, he shall bear liability in jure. Where the auctioneer
knowingly auctions articles or goods or property rights that the client does not own or has no right to dispose of according to the
law, he shall bear joint and several liability.

Article 59

Where a State organ, in violation of the provisions of Article 9 of this Law and without permission, disposes of articles or goods
for the auction of which it should authorize the auctioneer designated by the people’s government of the province, autonomous region,
municipality directly under the Central Government or of the city divided into districts where such property is located, the persons
who are directly in charge and other persons who are directly responsible for the offense shall be given administrative sanctions
according to the law, where losses have been caused to the State, they shall be liable for compensation.

Article 60

Where anyone, in violation of the provisions of Article 11 of this Law, establishes an auction enterprise without permission and
registration, the enterprise shall be prohibited by the administrative department for industry and commerce, the illegal gains shall
be confiscated and he may also be fined at least once but not more than five times the amount of the illegal gains.

Article 61

Where an auctioneer or client, in violation of the provisions of Paragraph 2, Article 18 , or Article 27 of this Law, fails to make
clear defects of the objects of auction and thus causes losses to the vendee, the vendee shall be enpost_titled to claim compensation
from the auctioneer; where the client is responsible for the loss, the auctioneer shall have the right of recourse against the client.

Where an auctioneer and client declare, before the auction sale, that they cannot guarantee the genuineness or quality of an object
of auction, they shall not be liable for the warrant of the defects.

In the absence of such declaration, the period for limitation of action for claim of compensation shall be one year, counted as of
the day the party concerned came to know or should have known that his rights were infringed upon. The period for limitation of action
for claim of compensation for personal or property damage occasioned by defects in an object of auction shall be governed by the
pertinent provisions of the Law of the People’s Republic of China on Product Quality and other laws.

Article 62

Where an auctioneer or any of his employees, in violation of the provisions of Article 22 of this Law, participates in bidding or
authorizes another to bid on his behalf, the administrative department for industry and commerce shall give the auctioneer a disciplinary
warning, and may impose on him a fine of not less than once but not more than five times the commission for auction. If the violation
is gross, his business license shall be revoked.

Article 63

Where an auctioneer, in violation of the provisions of Article 23 of this Law, puts his own articles or goods or property rights
up at auction that is arranged by himself, the administrative department for industry and commerce shall confiscate his earnings
from the auction sale.

Article 64

Where a client, in violation of the provisions of Article 30 of this Law, participates in bidding or authorizes another to bid on
his behalf, the administrative department for industry and commerce may impose on him a fine of not more than 30% of the transaction
price.

Article 65

Where bidders or bidders and auctioneers, in violation of the provisions of Article 37 of this Law, collude with each other out of
ill intention and thus cause losses to another, the auction shall be invalid and they shall be liable for compensation according
to the law. The administrative department for industry and commerce shall impose on the bidders that participate in such collusion
a fine of not less than 10% and not more than 30% of the highest price offered; it shall impose on the auctioneers that participate
in such collusion a fine of not less than 10% and not more than 50% of the highest price offered.

Article 66

Where an auctioneer collects commission in violation of the provisions in Section 4 of Chapter IV of this Law pertaining to the proportion
of commission, he shall return the part that exceeds the stipulated proportion to the client and vendee. The price control authorities
may impose on the auctioneer a fine of not less than once and not more than five times the commission for auction.

Chapter VI Supplementary Provisions

Article 67

This Law shall apply to foreign nationals, foreign enterprises and organizations that authorize auction or participate in bidding
within the territory of the People’s Republic of China.

Article 68

Auction enterprises, established before the implementation of this Law, that do not satisfy the conditions prescribed in this Law
shall, within the prescribed time limit, satisfy such conditions; as regards those that fail to satisfy the aforesaid conditions
within the time limit, the administrative department for industry and commerce shall cancel their registration and revoke their business
licenses. Specific measures in this regard shall be formulated separately by the State Council.

Article 69

This Law shall be implemented as of January 1st, 1997.

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

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

e01613

Standing Committee of the National People’s Congress

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

(Adopted at the 16th Session of the Standing Committee of the Ninth National People’s Congress on July 8th, 2000; Revised at the 11th
Session of the Standing Committee of the Tenth National People’s Congress on August 28th, 2004)

ContentsChapter 1 General Provisions

Chapter 2 The Protection of Seed Resources

Chapter 3 The Selection, Cultivation, Examination and Approval of Seed

Chapter 4 The Production of Seed

Chapter 5 The Business Operation of Seed

Chapter 6 The Usage of Seed

Chapter 7 The Quality of Seed

Chapter 8 The Import, Export of and Foreign Cooperation on Seed

Chapter 9 The Administrative Management of Seed

Chapter 10 Legal Liabilities

Chapter 11 Supplementary Provisions

Chapter 1 General Provisions

Article 1

The present law is enacted with a view to making reasonable use of seed resources; controlling the selection, production, business
operation and use of seed; protect the legal rights of the producers, business operators and users of seed; promoting seed quality;
boosting the industrialization process of seed; and accelerating the development of the planting and forestry industries.

Article 2

This law shall apply to the breeding, selection, production, business operation, usage, management of seed and other activities in
China.

The term “seed” in this Law means the materials of crops and forest trees used for planting or propagation, including seed grains,
fruits, roots, stems, seedlings, buds and leaves, etc.

Article 3

The administrative departments in charge of agriculture and forestry under the State Council are respectively in charge of the work
of crop seed and forest tree seed in China. The local crop administrative departments and forestry administrative departments above
the county level should respectively take charge of the work of crop seed and forest tree seed within their respective administrative
region.

Article 4

The State supports the protection of seed resources, the breeding, production, rebirth and popularization of quality seeds. The state
encourages the combination of seed breeding and seed production, and both encourages and rewards persons and entities that have good
performance in the work of seed resource protection, quality seed selection, breeding, popularization, etc.

Article 5

The People’s government above the county level shall make development plans according to the guidelines of strengthening agriculture
through science and education and to the requirements for the development of the planting and forestry industries, and should adopt
some methods of finance, credit and revenue to ensure the implementation of the plans.

Article 6

Special funds shall be set up by the State Council and the People’s governments of the provinces, autonomous regions, municipalities
directly under the State Council to support the selection, breeding and popularization of quality seed. Specific measures shall be
formulated by the State Council.

Article 7

The State shall establish a seed reserve system to meet the demand of production in case of disasters and to ensure the safety of
agricultural production. The reserved seed shall be checked and replaced on a regular basis. Specific measures for seed reserves
shall be formulated by the State Council.

Chapter 2 The Protection of Seed Resources

Article 8

The State protects seed resources according to law. No individual or entity may usurp on or destroy the seed resources. Wild seed
resources are also subject to the special protection of the State and shall be prohibited from collection or felling. In special
cases such as scientific research where collection or felling is necessary, the collection or felling shall be subject to the approval
of the administrative departments of agriculture and forestry under the State Council or the People’s Governments of the provinces,
autonomous regions, municipalities directly under the State Council.

Article 9

The State shall collect, sort out, appraise, record, preserve, exchange and utilize seed resources in a planned way, and regularly
release the catalog of available seed resources. The administrative departments of agriculture and forestry under the State Council
shall provide detailed measures for the above listed activities.

The administrative departments of agriculture and forestry under the State Council should establish a state seed resources database,
and the administrative departments of agriculture and forestry under the People’s Governments of the provinces, municipalities and
cities directly under the State Council may, where necessary, establish seed resources databases and protection areas according to
actual needs.

Article 10

The State has sovereignty over the seed resources. The supplying by any individual or entity of seed resources to foreign countries
shall be subject to the approval of the administrative departments of agriculture and forestry under the State Council. The introduction
of foreign seed resources into China should be handled according to the relevant stipulations of the administrative departments of
agriculture and forestry under the State Council.

Chapter 3 The Selection, Cultivation, Examination and Approval of Seed

Article 11

The administrative departments of agriculture, forestry, science and technology, education, etc., under the State Council and the
People’s Governments of the provinces, autonomous regions, and municipalities directly under the Central Government, shall organize
relevant entities to carry out the research of seed selection and of the techniques and methods of seed selection.

The State encourages and supports entities and individuals to breed and develop quality seed.

Article 12

The State shall establish a new plant species protection system. The system will grant the rights of a new species to those cultured
or to those species discovered in the wilderness that have not yet been cultivated or developed and that are characterized by novelty,
uniqueness, consistency and stability. The new plant species protection system will protect the lawful rights and interests of the
holder. Specific measures shall be subject to the relevant provisions of the State. If the selected species has been widely disseminated,
the breeder shall be enpost_titled to obtain corresponding economic profits according to law.

Article 13

If an individual or an entity’s income has decreased because of the establishment of forests for test or experiment purposes, or the
establishment of areas for the collection of quality saplings, or the establishment of gene bases with the approval of the administrative
departments of forestry, the administrative departments that has given such approvals shall give economic compensation to the individual
or entity according to related stipulations.

Article 14

A safety assessment should be carried out for the selection, breeding, test, examination and popularization of trans-genetic plant
species, and safety measures shall be adopted strictly. The State Council shall determine the details.

Article 15

Main crop or tree species shall pass the safety examination and be approved at the national or provincial level before popularization.
An applicant can directly apply for the examination and approval of either level. Those main crop and tree species as determined
by the administrative departments of agriculture and forestry under the People’s Government of provinces, autonomous regions and
municipalities directly under the Central Government shall be examined and approved by the corresponding provincial department.

The methods for the examination and approval of main crop species and tree species shall embody the rule of equity, openness, science
and efficiency. Such measures shall be formulated by the administrative departments of agriculture and forestry under the State Council.

The administrative departments of agriculture and forestry under the State Council and the People’s Governments of provinces, autonomous
regions and municipalities directly under the Central Government shall respectively establish a committee for the examination and
approval of crop and tree Species to take on the examination and approval of main crop and forestry species. The committee shall
be comprised of professional experts in these fields.

In regions with an ecological diversity, the administrative departments of agriculture and forestry for provinces, autonomous regions
and municipalities directly under the Central Government may entrust a city or an autonomous prefecture with districts under them
to administer the examinations of and the approvals for the main crop and tree species suitable for popularization within specific
ecological regions.

Article 16

The lists of main quality crop varieties and tree seeds and saplings that have passed the national-level examination and have been
approved shall be distributed by the administrative departments of agriculture and forestry under the State Council, and the seeds
or saplings on the list may be popularized throughout the country. A list of those seeds and saplings that have passed provincial
examinations and have been approved may be distributed by the administrative departments under the People’s Government of a province,
an autonomous region or a municipality directly under the Central Government, and the seeds or saplings listed may be popularized
in the specified ecological region. Similar ecological regions in nearby provinces, autonomous regions or municipalities directly
under the Central Government may introduce seed approved in other regions into their own only after the approval of the administrative
departments of agriculture and forestry under the People’s Government of a province, an autonomous region or a municipality directly
under the Central Government.

Article 17

The crop species that do not pass the examination and approval cannot be released, transferred or popularized.

Tree species that fail to pass the examination or to obtain approval cannot be regarded as quality seeds to use and popularize, but
if there is necessity to use them for production, they shall be subject to the verification of the Tree Species Examination and Approval
Committee.

Article 18

If the applicant objects to the result of the examination and approval process for a particular crop variety, she/he can ask for the
original Examination and Approval Committee or the Committee of a higher level to re-examine that variety.

Article 19

Where foreign individuals, businesses or organizations with no regular abode or business place in China apply for the examination
and approval of seeds, they shall entrust the matter to Chinese institutions with legal qualifications engaged in scientific research,
production and operation in seeds.

Chapter 4 Seed Production

Article 20

A permission-based system shall be put into practice for commercial seed production of crop and tree varieties.

The licenses for the production of crossbreed seed and parent seed of main crops, original seed of conventional strains and the seed
of main improved tree varieties shall be issued by the People’s Government administrative departments of agriculture and forestry
of provinces, autonomous regions and municipalities directly under the Central Government. They shall be issued only after they have
been examined and approved by the administrative departments of agriculture and forestry under the local People’s Government at the
county level. The production licenses for other seeds shall be issued by the administrative departments of agriculture and forestry
under the local People’s Government at the county level or above.

Article 21

Entities applying for the seed-production license shall possess the following qualifications

(1)

Possessing the isolation and cultivation conditions required for seed propagation;

(2)

Possessing a site for seed-production free of quarantined plant diseases and insect pests or a seed-collection forest approved by
forestry administrative department under the People’s Government above the county level;

(3)

Possessing enough capital and facilities to produce and test the seed;

(4)

Possessing professional technicians for seed production and test;

(5)

Complying with other conditions stipulated by laws and regulations.

To apply for a license for the production of seeds with the rights of new plant variety, consent in written form must be sought from
the entity owning the seed rights.

Article 22

The seed-production license must indicate seed species, production place, and valid period, and other details regarding the seed variety
and production location.

It is forbidden to counterfeit, alter, buy or lease a seed-production license, and it is also forbidden for any entity or individual
to carry out seed production without a license or against the stipulations under the license.

Article 23

The production of commercial seeds shall follow the technical procedures for seed production and the procedures for seed test and
quarantine.

Article 24

The collection of seeds at the production site shall be organized by the operator of the site, and it shall be carried out according
to related national standards.

It is forbidden to pick immature seed, damage the parent trees, and to collect seeds from inferior quality forests or trees.

Article 25

The producer must record and file a record of the details of his/her commercial seed production. The record shall indicate the production
place, environmental conditions, original crop, parent seed resources, persons in charge of quality and technology, field-check record,
the weather record of production place, and seed distribution etc.

Chapter 5 Seed Operation

Article 26

A license system shall be carried out for seed operation. The seed operator must first obtain a seed-operation license before applying
for the transaction or modification of an operating license to the administrative office of industry and commerce.

A multi-level system of examination, approval and granting for the seed-operation license shall be put into practice at every level.
The administrative departments of agriculture and forestry under the local People’s Governments above the county level issue and
examine the seed-operation license. The administrative departments of agriculture and forestry of the local People’s Government of
the county level shall audit the seed-operation license of main crossbreed crop seeds, parent seeds, seeds of normal resources, and
the seeds of main improved tree species. The administrative departments of agriculture and forestry of the People’s Government of
provinces, autonomous regions and municipalities directly under the Central Government shall check and grant the license. The seed-operation
licenses for seed companies that combine seed selection, cultivation, production and operation and import/export companies, whose
registered capital meets the requirements stipulated by the administrative department of agriculture and forestry under the State
Council, shall be examined by the of agriculture and forestry under the People’s Governments of provinces, autonomous regions and
municipalities directly under the Central Government, and shall be granted by the administrative department of agriculture and forestry
under the State Council.

Article 27

The residual ordinary seeds that have been bred and used by farmers can be sold and exchanged on the market without any operating
license, and the People’s Government of provinces, autonomous regions and municipalities directly under the Central Government shall
formulate administrative measures.

Article 28

The State encourages and supports scientific research entities, schools and technicians to research on and legally develop, deal in
and popularize the new varieties of crops and improved forest varieties.

Article 29

The entity or individual applying for the seed-operation license shall possess the following qualifications

(1)

Having the capital consistent with the species and quantity of the seeds that they deal in, and can independently assume the civil
responsibilities;

(2)

Having the personnel that can correctly identify the seeds that they deal in, check the seed quality, and master the technologies
for the storage and protection of seeds;

(3)

Having the business place that is suitable for the variety and quantity of the seeds they deal in, the facilities for the processing,
packing and storage of the seeds, and the device to check the quality of the seeds, and

(4)

Other conditions stipulated by laws and regulations.

For the seeds operators who only deal in those seeds for which no further sub-package is needed, or for the distributors entrusted
in written form by those seeds operators who possess the seed-operation license, they need not transact a seed-operation license.

Article 30

The valid area for a seeds operation license shall be determined by the department that has granted it within its domination. The
seed operator can establish branches according to the valid area stipulated by the seed-operation license and need not obtain any
further licenses. But they shall file a record to the local administrative departments of agriculture and forestry and the original
license-granting office within 15 days after they have transacted or modified the operation license.

Article 31

The seed-operation license must indicate the business scope, operation method, valid area and valid period for the seed operation.

It is forbidden to counterfeit, change, buy or borrow the seed-operation license, and it is forbidden for any entity or individual
with no license or without complying with the stipulations of the license to deal in seeds.

Article 32

The seed operator shall comply with related stipulations of laws and regulations to provide the seed users with the characteristics,
the main instructions for the planting, the conditions for the usage of the seeds and related consultancy services, and shall be
responsible for the seed quality.

No entity or individual is allowed to interfere with the independent operation rights of the seed operator.

Article 33

No one is permitted purchase the seeds of rare trees and the forest seeds subject to restricted purchase by the People’s Government
of the corresponding level without the approval of the competent administrative department of forests of the People’s Governments
of the provinces, autonomous regions, and municipalities directly under the Central Government.

Article 34

The seeds to be sold shall be processed, classified and packed, except for those that cannot be processed or packed.

The big-package seeds or the imported seeds may be divided into smaller packages, but the entity to carry this task must be marked
clearly and it shall be fully responsible for the seed quality.

Article 35

The seeds to be sold shall be attached with a label indicating seed type, variety, name, production place, quality indicators, quarantine
certificate number, license number of seed production and operation, or document number for import examination and approval, etc.
The contents of the label shall be consistent with the seed to be sold.

For the sale of imported seeds, a Chinese label must be attached.

For the sale of trans-genetic plant seeds, it must be marked with obvious written language and provided with safety control measures
as well.

Article 36

The seed operator must establish files for seed operation, indicating brief content on the sources, processing, storage, transportation
and quality check of the seed, and the persons responsible and where the seed will be sold.

The operation documents of annual crop seeds shall be kept for two years after the sale, while the administrative departments of agriculture
and forestry under the State Council shall stipulate the archival period of the operation documents for perennial crop seeds and
tree seeds.

Article 37

The contents of seed advertisements shall be consistent with this law and other laws and regulations related to advertising, and the
description of the main characteristics shall be in line with the examined and approved bulletin.

Article 38

The seeds to be transferred or mailed out of a county shall be attached with a quarantine certificate.

Chapter 6 The Usage of Seed

Article 39

The seed user having the right to buy seeds fully of his/her own free will, and no entity or individual is allowed to interfere illegally.

Article 40

The forestation project mainly or fully invested by the State or the forestation project carried out by a state forestry entity shall
use the improved forest variety according to the plan formulated by the administrative department of forestry.

The State shall support the forestation of shelterbelt using improved forest variety and other forestation projects with special usage.

Article 41

If a seed user suffers loss because of the seed quality, the seed supplier shall compensate for it, and the compensation shall include
the money for the purchase of the seeds, related expenses and the loss of attainable profits.

After the operator compensates for the buyer’s loss, the operator has the right, if the seed user’s loss has been caused by the seed
producer or other operators, to claim for the compensation from the seed producer or other operators.

Article 42

If a civil dispute is caused by seed usage, the parties can come to agreement by negotiation or intermediation. If one of the parties
is reluctant to resolve the dispute by above methods or the dispute cannot come to agreement, the party can apply for arbitration
to the arbitration organizations. The party can also directly go to the People’s Court.

Chapter 7 Seed Quality

Article 43

The administrative departments of agriculture and forestry under the State Council shall stipulate the industry standards and quality
management methods of seed production, processing, package, check and storage.

The administrative department of agriculture and forestry shall be in charge of the supervision of the seed quality.

Article 44

The administrative department of agriculture and forestry can entrust a quality test unit to check the seed quality.

The seed quality test institution shall possess corresponding test conditions and abilities and pass the examination of related administrative
departments under the People’s Government above the provincial level.

Article 45

The institutions for the test of seed quality shall be equipped with qualified seed inspectors who shall have the following qualifications

(1)

Graduating from a technical secondary school, majoring in a related subject;

(2)

Having engaged in the work of seed quality test for more than three years;

(3)

Having passed the examination of the administrative departments of agriculture and forestry under the People’s Government above the
provincial level.

Article 46

It is forbidden to produce or deal in false or inferior quality seeds. False seed includes the following

(1)

Use non-seed to imitate seed or use a kind of seed to imitate another kind of seed; and

(2)

The seed variety, type and production place are not consistent with the contents of the label.

The following are inferior quality seeds

(1)

The seed whose quality is lower than that of the national standards;

(2)

The quality is lower than what is marked on the label;

(3)

The quality has changed and the seeds cannot be used as seeds;

(4)

The percentage of weed seeds is more than the stipulated value; and

(5)

With maleficent organisms quarantined by the State.

Article 47

In case that the crop seed must be used because of force majeure, and its quality is lower than that of the seed-usage standards of
the national or local government, the seed usage must be approved by the People’s Government above local county level, while the
forest seed must be approved by the People’s Government of local provinces, autonomous regions and municipalities directly under
the Central Government.

Article 48

The entity or individual engaged in the seed selection, cultivation, production, operation and management shall comply with stipulations
of related quarantine law and administrative regulations to avoid the spread of dangerous diseases, insect pests and weeds for plants.

It is forbidden for any entity or individual to carry out inoculation experiments on plant diseases and insect pests in a seed production
base.

Chapter 8 Import, Export and Foreign Cooperation for Seed

Article 49

The quarantine system must be put into practice for seed import and export to prevent plant dangerous diseases, insect pests and weeds
from coming into or going out of China. The detailed quarantine work shall be carried out according to the quarantine law of plant
import and export.

Article 50

The legal entities or other organizations engaged in the business of seed import and export must possess the seed-operation license;
in addition, they must get the permission to carry out import and export trade on seeds according to foreign trade law and administrative
regulations.

The State Council shall stipulate the limits of power to examine and approve the introduction of crop seeds or forest seeds from foreign
countries, stipulate the examination and approval measures to import and export crop seeds and forest seeds, and determine the administrative
measures to introduce trans-genetic plant species from foreign countries.

Article 51

The quality of imported and exported seed shall meet national standards or industry standards. If there is no national standards or
industry standards for the seed quality, the standard in the contract shall be carried out accordingly.

Article 52

Seed import to produce seed for foreign countries shall not be restricted by Paragraph1 of Article 50 , provided that there is a seed
production contract, the imported seed must only be used for seed production and its products cannot be sold in China.

The crop varieties imported from foreign countries for test must be cultivated in isolation, and the harvest cannot be sold as commercial
seed in China.

Article 53

It is forbidden to import and export false or inferior quality seeds, or the seeds that are not permitted to import and export by
national stipulations.

Article 54

For the foreign enterprises or other economic organizations to invest in seed production and operation in China, the administrative
measures and examination/approval procedures shall be formulated by related departments under the State Council pursuant to related
laws and administrative regulations.

Chapter 9 Administrative Management for Seed

Article 55

The administrative departments of agriculture and forestry are the law enforcement agencies on seeds. Seed law enforcers shall identify
themselves by showing their certificate of law execution when legally carrying out their line of duty.

To implement this law, the administrative departments of agriculture and forestry can check the locale.

Article 56

The administrative departments of agriculture and forestry and their personnel may not take part in or undertake activities of seed
production or operation. The organizations of seed production and/or operation may not take part in or undertake the administrative
management work of seeds. The administrative department and the organizations of seed production and/or operation shall be separated
from each other on personnel and financial affairs.

Article 57

The administrative departments of agriculture and forestry under the State Council and the People’s Governments of provinces, autonomous
regions and municipalities directly under the Central Government, in whose regions the seed is cultivated other than where the organizations
of seed production and/or operation are registered, shall strengthen the coordination and management on seed cultivation. The traffic
and transportation departments shall first guarantee the transportation of seeds.

Article 58

When granting related licenses, the administrative departments of agriculture and forestry shall not charge any expenses except the
production costs of certificates.

Chapter 10 Legal Responsibilities

Article 59

For any entity or individual who violates the stipulations of this law to produce or deal in false seeds or inferior quality seeds,
the administrative departments of agriculture and forestry or other administrative management organizations of industry and commerce
under the People’s Government of the county level or above shall order them to stop production or operation, confiscate the seeds
and illegal income, revoke the seed-production license, seed-operation license or business license, and impose a fine for the illegal
actions. If there is illegal income, a fine of 5 to 10 times the illegal income shall be imposed on them; if there is no illegal
income, a fine of RMB 2,000 Yuan to RMB 50,000 Yuan shall be imposed. If a crime is constituted, criminal responsibilities shall
be investigated and affixed according to related laws.

Article 60

For those who break the stipulations of this law and have done one of the following, the administrative departments of agriculture
and forestry under the People’s Government above the county level shall order them to correct, confiscate the seeds and illegal income,
impose a fine of 1 to 3 times the illegal income, and impose, if there is no illegal income, a fine of RMB 1,000 Yuan to RMB 30,000
Yuan on them, revoke the seed-production license or seed-operation license. If is crime is constituted, criminal responsibilities
shall be investigated and affixed according to related laws

(1)

Producing seeds without having obtained the seed-production license, or by counterfeiting, changing, buying or leasing the seed-production
license, or going against the stipulations of the seed-production license.

(2)

Dealing in seeds without having obtained the seed-operation license, or by counterfeiting, changing, buying or leasing the seed-operation
license, or going against the stipulations of the seed-production license.

Article 61

For those who break the stipulations of this law and have done one of the following, the administrative departments of agriculture
and forestry under the People’s Government above county level shall order them to correct, confiscate the seeds and the illegal income,
impose a fine of 1 to 3 times the illegal income, impose, if there is no illegal income, a fine of RMB1,000 Yuan to RMB20,000 Yuan
on them, revoke the seed-production license or seed-operation license. If a crime is constituted, criminal responsibilities shall
be investigated and affixed according to related laws

(1)

Selling seeds produced for foreign countries in China;

(2)

The harvest of the test-crop seeds introduce into China is sold as commercial seeds in China; and

(3)

Privately collecting or felling of natural variety resources protected by the State.

Article 62

THE CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE START OF THE APPROVAL CERTIFICATE FOR INLAND ENTERPRISES TO INVEST IN HONG KONG AND MACAO SAR

The General Office of the Ministry of Commerce

The Circular of the General Office of the Ministry of Commerce on the Start of the Approval Certificate for Inland Enterprises to
Invest in Hong Kong and Macao SAR

The authorities in charge of commerce of all provinces, autonomous regions and cities directly under state planning, and all enterprises
directly under central government:

Pursuant to the Circular of the Ministry of Commerce and the Hong Kong and Macao Affairs Office of the State Council on the Printing
and Distributing the Regulations of the Ratification for Inland Enterprises to Invest and Establish Enterprises in Hong Kong and
Macao SAR (Shang He Fa [2004] No. 452), inland enterprises that intend to invest and establish enterprises in Hong Kong and Macao
SAR, shall obtain the Approval Certificate for Inland Enterprises to Invest in Hong Kong and Macao SAR (hereinafter referred to as
the Approval Certificate) after they are ratified. The Approval Certificate is the final voucher of the ratification from the state
for inland enterprises to invest and establish enterprises in Hong Kong and Macao SAR. The Approval Certificate is printed by the
Ministry of Commerce in a unified way. The inland enterprises shall go through matters concerning foreign exchange, banks, customs
and foreign affairs on the basis of the Approval Certificate and ratification documents.

The Ministry of Commerce will start to use the Approval Certificate for Inland Enterprises to invest in Hong Kong and Macao SAR from
October 1, 2004, the sample attached below.

It is thereby notified.

Attachment (omitted)

The General Office of the Ministry of Commerce

September 9, 2004

The General Office of the Ministry of Commerce
2004-09-09

THE ANNOUNCEMENT OF THE MINISTRY OF JUSTICE OF PRC

The Ministry of Justice

The Announcement of the Ministry of Justice of PRC

[2004] No. 35

September 27, 2004

In accordance with the Measure for the Administration of the inland representative offices of the lawyer’s firm of Hong Kong, Macao
SAR (Order No. 70 of the Ministry of Justice), the following 35 inland representative institutions of the law offices of Hong Kong,
as qualified in the annual examination, are approved to undertake practice in inland area to provide Hong Kong SAR and overseas legal
service. The announcement is hereby given as follows:

(1)

Beijing Office

WOO, KWAN, LEE&; LOBEIJINGOFFICE (HK)

Chief Representative: Eddie Lee Kwan Hung

Previous approval date: September 6, 1993

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0002

Address: Room 509, Tower W3, Oriental Plaza, No. 1 East Chang An Avenue, Dongcheng District, Beijing

Post Code: 100738

Telephone: (010)85181928

Fax: (010)85181595

Website: www.wkll.com

E-mail: wkllbjwkllbj.com

CHU&; LAUSOLICITORS&; NOTARIESBEIJINGOFFICE (HK)

Chief Representative: Lau Hon Chuen

Previous approval date: September 6, 1993

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0003

Address: Room 1220, Jingshan Interchina Commercial Building, No.33 Dengshikou Street, Doncheng District, Beijing

Post Code: 100006

Telephone: (010)65229937

Fax: (010)65229937

VIVIENCHAN&; CO.BEIJINGOFFICE (HK)

Chief Representative: Vivien Chan

Previous approval date: September 6, 1993

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0004

Address: Suite 508, Changan Tower, 10 East Changan Street, Dongcheng District, Beijing

Post Code: 100006

Telephone: (010)65227072,65227069

Fax: (010)65226967

W.K.TO&; CO.BEIJINGOFFICE (HK)

Chief Representative: To Wai Keung

Previous approval date: June 26, 1996

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0005

Address: China Merchants Center, 09D2 China Merchants Tower, No. 118 Jian Guo Street, Chao Yang District, Beijing

Post Code: 100020

Telephone: (010)65669681, 65683003

Fax: (010)65669681

Website: www.wktoco.com

E-mail: mailwktoco.com

WILKINSON&; GRISTBEIJINGOFFICE (HK)

Chief Representative: Grace Fung

Previous approval date: June 8, 2000

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0008

Address: Suite 1005, Office Tower W2, Oriental Plaza, 1 East Chang An Avenue, Beijing

Post Code: 100738

Telephone: (010)85181521,85181522,85181523,85181524

Fax: (010)85181520

Website: www.wilgrist.com

E-mail: beijingwilgrist.com

JOHNSONSTOKES&; MASTERBEIJINGOFFICE (HK)

Chief Representative: Robert Terence Tung Kwong Shien

Verified date: January 9, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.2-001

Address: Suite 2918-2924 China World Tower 1 No.1 Jian Guo Men Wai Avenue Beijing

Post Code: 100004

Telephone: (010)65052202

Fax: (010)65052225

Website: www.jsm-law.com

E-mail: jsmbeijingjsm-law.com

DEACONSBEIJINGOFFICE (HK)

Chief Representative: Cheung Wing Choi, Franki

Verified date: January 9, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.2-002

Address: Suite 11, Level 8, Tower W1 The Towers, Oriental Plaza 1 East Chang An Avenue Dong Cheng District Beijing

Post Code: 100738

Telephone: (010)85182338

Fax: (010)85182339

Website: www.deaconslaw.com

E-mail: beijingdeaconslaw.com

ANTHONYCHIANG&; PARTNERSBEIJINGOF-FICE (HK)

Chief Representative: Chiang, Sheung Yee Anthony

Verified date: April 3, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-026

Address: B3203 Eagle Run Plaza, No.26 Xiaoyun Road, Chaoyang District, Beijing

Post Code: 100016

Telephone: (010)84580335

Fax: (010)84580385

Website: www.acp.com.hk

E-mail: karenkacp.com.hk

LIVASIRI&; CO.BEIJINGOFFICE (HK)

Chief Representative: Fan Zhencheng

Previous approval date: October 20, 1992

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0001

Address: Room 1105A, Donghai Center Building, Jia 24, Jian Guo Men Wai Road, Chaoyang District, Beijing,

Telephone: (010)65155922

Fax: (010)65155923

(2)

Shanghai Office

10.

VINCENTT.K.CHEUNG.YAP&; CO.SHANGHAIOFFICE (HK)

Chief Representative: Lee Kee Wai Frank

Previous approval date: October 20, 1992

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0009

Address: Room 806, South of Hong Kong Plaza, No. 283, Middle of Huaihai Road, Lu Wan District, Shanghai

Post Code: 200021

Telephone: (021)63906886

Fax: (021)63850323

E-mail: vtkcpsouninet.com.cn

11.

PHILIPK.H.WONG, KENNEDYY.H.WONG&; CO.SHANGHAIOFFICE (HK)

Chief Representative: Kennedy Y.H. Wong

Previous approval date: October 20, 1992

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0010

Address: Room 904, Orient Overseas Mansion, No.841 Yan’an (M) Road, Jingan District, Shanghai

Post Code: 200040

Telephone: (021)62890222,62898248

Fax: (021)62898248

E-mail: infopwkwco.com.cn

12.

PATRICKLEONG&; MANSOLICITORSSHANGHAIOFFICE (HK)

Chief Representative: Patrick T.C. Leong

Previous approval date: October 20, 1992

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0011

Address: Tower 8, Building 5, No.30 Fenyanglu, Xuhui District, Shanghai

Post Code: 200031

Telephone: (021)64330283

Fax: (021)64330283

13.

ALANLAM, YAM&; PE.SHANGHAIOFFICE (HK)

Chief Representative: Lam Man Bun, Alan

Previous approval date: September 6, 1993

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0012

Address: Tower C, Floor 11, Dong-zhan Commercial Mansion NO.669 Beijing Rd.(W) Shanhai

Post Code: 200041

Telephone: (021)62718257,62718258

Fax: (021)62718256

E-mail: lampshanghaishiuol.cn.net

14.

JOHNSONSTOKES&; MASTERSHANGHAIOF-FICE (HK)

Chief Representative: Ho Kun Lok

Previous approval date: March 16, 1995

Re-verified date: August 15, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0013

Address: Suite 2501-2504, Plaza 66, No. 1266, Nan Jing Road West, Shanghai

Post Code: 200120

Telephone: (021)62880688

Fax: (021)62880131,62880132

Website: www.jsm.com.hk

E-mail: jsmjsmshanghai.com

15.

VIVIENVHAN&; CO.SHANGHAIOFFICE (HK)

Chief Representative: George Ribeiro

Previous approval date: January 9, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2003 No.2-003

Address: Room.1106B, ShuiOn Plaza, No.333 Huaihai Zhong Road, Shanghai

Telephone: (021)63879222

Fax: (021)63879111

16.

KWOK&; YINSHANGHAIOFFICE (HK)

Chief Representative: Kwok Lam Kwong, Larry

Previous approval date: April 19, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-029

Address: Room 8003, No.2111 Pudong South Road, Shanghai

Telephone: (021)58398377

17.

ANGELAWANG&; COSHANGHAIOFFICE (HK)

Chief Representative: Wang Poey Foon, Angela

Previous approval date: May 15, 2003

Registered Lawyer’s Certificate No.: Si Fa Zheng Gang Zi 2003 No.1-0001

Address: Room 3708, Westgate Mall, 37th, Floor, No. 1038 Nanjing Road (W), Shanghai

Telephone: (021)62679773

Fax: (021)62723877

18.

FAIRBAIRNCATLEYLOW&; KONGSHANGHAI, OFFICE (HK)

Previous approval date: January 9, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0033

Address: 4110 , Hong Kong New World Tower, No.300, Huai Hai Zhong Road, Luwan District, Shanghai

Post Code: 200021

Telephone: (021)63353376

Fax: (021)63353370

Website: www.fclrlaw.com.hk

19.

CHARLTONS, SHANGHAI, OFFICE (HK)

Previous approval date: December 25, 2002

Registered Lawyer’s Certificate Approval No.: Si Lv Zheng Gang Zi 2002 No.1-0034

Address: Floor 25, Bund Center, No.222 East Yan’an Rd., Huangpu District, Shanghai

Post Code: 200002

Telephone: (021)63351908

Fax: (021)63351909

Website: www.charltonslaw.com

(3)

Guangzhou Office

20.

GALLANTY.T.HO&; CO.GUANGZHOUOFFICE (HK)

Chief Representative: Tsui Kei Pang

Previous approval date: October 20, 1992

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0014

Address: Room 830, Huanyuan Mansion, Huanyuan Hotel, No.368 East Huanshi Road,Guangzhou,Guangdong

Post Code: 510064

Telephone: (020)83338999-830

Fax: (020)83765692

E-mail: gythogzpublic.guangzhou.gd.cn

21.

NG&; SHUMSOLICITORSGUANGZHOUOFFICE (HK)

Chief Representative: Ng Siu Pang

Previous approval date: October 20, 1992

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0015

Address: Room 1102, DongJung Building, No.836, Dong Feng Road East, Guangzhou

Post Code: 510080

Telephone: (020)87678613

Fax: (020)87604340

E-mail: ngshumgz21cn.com

22.

DAVIDY.Y.FUNG&; CO.GUANGZHOUOF-FICE (HK)

Chief Representative: Ho Kai Cheng

Previous approval date: September 6, 1993

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0017

Address: 15B, Office Tower A, Guangdong International Hotel, No. 339, Huanshi Donglu, Guangzhou, Guangdong

Post Code: 510095

Telephone: (020)83311000

Fax: (020)83311135

E-mail: dyyfgz21cn.com

23.

DEACONS, GUANGZHOUOFFICE (HK)

Chief Representative: Zee Yiu Sang David

Previous approval date: September 6, 1992

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0018

Address: Room 2108, Floor 21, South Tower, No. 371-375, Guangzhou World Trade Center, Huanshi Donglu, Guangzhou, Guangdong

Post Code: 510095

Telephone: (020)87785678

Fax: (020)87770488

E-mail: guangzhoudeaconslaw.com

24.

STEPHENSONHARWOOD&; LOGUANGZHOUOFFICE (HK)

Chief Representative: Michael Henry Hoddinott

Representative: JeremyGiovanniSargent

Previous approval date: September 6, 1993

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0019

Address: Room 2809, Peace World Building, No.362-366, Huanshi Donglu, Guangzhou, Guangdong

Post Code: 510060

Telephone: (020)83880590

Fax: (020)83863119

E-mail: gloriagzoshl.com.hk

25.

TONYKAN&; CO.SOLICITORS&; NOTARIESGUANGZHOUOFFICE (HK)

Chief Representative: Xu Cijun

Previous approval date: March 16, 1995

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0020

Address: 15 C, Office Tower A, Guangdong International Hotel, No.339, Huanshi Zhonglu, Guangzhou, Guangdong

Post Code: 510095

Telephone: (020)83350833

Fax: (020)83311456

E-mail: kantony21cn.com

26.

K.Y.LO&; CO, SOLICITORS, GUANGZHOUOFFICE (HK)

Chief Representative: Li Man Pong

Previous approval date: March 16, 1995

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0021

Address: Room 704, South Tower, Guangzhou World Trade Center, No. 371-375, Huanshi Donglu, Guangzhou, Guangdong

Post Code: 510095

Telephone: (020)87693246

Fax: (020)87757988

E-mail: kylos704163.com

27.

STEVENSON, WONG&; CO.GUANGZHOUOFFICE (HK)

Chief Representative: Lo Hang Fong

Approval date: June 19, 1993

Registered Lawyer’s Certificate No.: Gang No.1-030

Address: Room 1704,CITIC Plaza, No.233, Tian He North Road, Guangzhou, Guangdong

Post Code: 510613

Telephone: (020)87521228

Fax: (020)87521268

E-mail: generalsw-prc.com

28.

ROBERTSONSGUANGZHOUOFFICE (HK)

Chief Representative: Maurice Lee

Representative: Stephen Wong

Approval date: December 25, 2002

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0035

Address: 12E, Gaosheng Building No.109 Tiyu Road (West), Guangzhou, Guangdong

Post Code: 510620

Telephone: (020)38795260

Fax: (020)38795468

E-mail: kevin_wongrobertsonshk.com

(4)

Shenzhen Office

29.

HASTING&; CO.SHENZHENOFFICE (HK)

Chief Representative: Kong Yuen Hoong

Previous approval date: February 6, 1993

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0023

Address: Floor 11, Zhongjian Building, No. 2105, Shennan East Road, Shenzhen, Guangdong

Post Code: 518000

Telephone: (0755)2175288

Fax: (0755)2175168

30.

TONYKAN&; CO.SHENZHENOFFICE (HK)

Chief Representative: Tony Kan

Approval date: January 9, 2002

Registered Lawyer’s Certificate No.: Gang No.2-005

Address: Room 1713, Floor 17, International Culture Building, NO.3039, Shennan Zhong Road, Shenzhen

Post Code: 518033

Telephone: (0755)83292323

Fax: (0755)83292383

E-mail: kantony21cn.com

(5)

Tianjin Office

31.

FREDKANTIANJINOFFICE (HK)

Chief Representative: FREDKAN

Approval date: February 10, 1998

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0024

Address: No.1009, Tower A, International Economic Trade Center, No. 59, Machangdao, Hexi District, Tianjin

Post Code: 300203

Telephone: (022)23139761

Fax: (022)23139763

Website (Email): www.fredkan.com

(6)

Fuzhou Office

32.

MICHAELCHEUK, WONG&; KEEFUZHOUOF-FICE (HK)

Previous approval date: June 8, 2000

Registered Lawyer’s Certificate No.: Si Lv Zheng Gang Zi 2002 No.1-0025

Chief Representative: Ji Huashi

Address: Unit F, Floor 15, World Trade Plaza, No. 71 Wu Si Road, Fuzhou, Fjuian

Post Code: 350001

Telephone: (0591)7612393

Fax: (0591)7612181

E-mail: mcwk163.net

(7)

Chengdu Office

33.

P.C.WOO&; CO.CHENGDUOFFICE (HK)

Previous approval date: April 3, 2002

Registered Lawyer’s Certificate No.: Gang No.1_031

Chief Representative: Zheng Muzhi

Address: Tower K, Floor 7, The First City Group, No. 308, Shuncheng Avenue, Chengdu

Post Code: 610017

Telephone: (028)86528737

Fax: (028)86528095

Website (E-mail): http: //www.pcwoo.com

(8)

Xi’an Office

34.

SIT, FUNG, KWONG&; SHUM, XIANOF-FICE (HK)

Previous approval date: April 19, 2002

Registered Lawyer’s Certificate No.: Gang No.1-032

Chief Representative: Chen Weiliang

Address: Room 616, Shaanxi Zhong Da International Mansion, No. 30 Nanda Jie, Xi’an, Shanxi

Post Code: 710002

Telephone: (029)7203203

Fax: (029)7203033

E-mail: sfkssfks-xian.com

(9)

Ninbo Office

35.

FORD, KWAN&; COMPANYSOLICITORS&; NOTAR-

IESNINGBOOFFICE (HK)

Previous approval date: November 5, 2003

Registered Lawyer’s Certificate No.: 2003 No.1-0002

Chief Representative: He Qilian

Address: No. 818, CITIC International Hotel, No.1 Jiangdongbei Lu, Ningbo, Zhejiang

Post Code: 315000

Telephone: (0574)87376099

Fax: (0574)87727257

Website: www.fordkwan.com

The Ministry of Justice
2004-09-27

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Brazilian Laws

CONSTITUTIONAL AMENDMENTS part 4 – 1988 Constitution

CONSTITUTIONAL AMENDMENTS part 3 – 1988 Constitution

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON STRICTLY IMPLEMENTING THE STANDARDS FOR EXPENSES EXEMPTED FROM INDIVIDUAL INCOME TAX AND NON-TAXABLE ITEMS

THE SUPERVISION AND INSPECTION PROGRAM FOR THE REVIEW AND EXAMINATION OF PREFERENTIAL TAX POLICIES FOR DEVELOPMENT ZONES

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON CARRYING OUT THE SPECIAL CAMPAIGN CONCERNING SEVERE CRACKDOWN ON PYRAMID SELLING AND DISGUISED PYRAMID SELLING

OFFICIAL REPLY OF THE MINISTRY OF COMMERCE ON SEVERAL ISSUES CONCERNING THE LIQUIDATION TERMINATION AND OPERATION RESUMPTION OF FOREIGN FUNDED ENTERPRISES IN THE COURSE OF THEIR LIQUIDATION

CIRCULAR OF THE CHINA SECURITIES REGULATORY COMMISSION ON SEVERAL ISSUES CONCERNING THE STANDARDIZATION ON OVERSEAS LISTING OF SUBORDINATED ENTERPRISES OF DOMESTICALLY-LISTED COMPANIES

AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

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

THE CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE START OF THE APPROVAL CERTIFICATE FOR INLAND ENTERPRISES TO INVEST IN HONG KONG AND MACAO SAR

THE ANNOUNCEMENT OF THE MINISTRY OF JUSTICE OF PRC

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