ECONOMIC CONTRACTS INVOLVING FOREIGN INTEREST

(Adopted at the Tenth Session of the Standing Committee of the Sixth National People’s Congress and promulgated by Order No. 22 of
the President of the People’s Republic of China on March 21, 1985, and effective as of July 1, 1985)

CONTRACT

   Article 1. This Law is formulated with a view to protecting the lawful rights and interests of the parties to Chinese-foreign economic contracts
and promoting the development of China’s foreign economic relations.

   Article 2. This Law shall apply to economic contracts concluded between enterprises or other economic organizations of the People’s Republic
of China and foreign enterprises, other economic organizations or individuals. (hereinafter referred to as ” contracts” ). However,
this provision shall not apply to international transport contracts.

   Article 3. Contracts shall be concluded according to the principle of equality and mutual benefit and the principle of achieving agreement
through consultation.

   Article 4. In concluding a Contract,the parties must abide by the law of the People’s Republic of China and shall not harm the public interest
of the People’s Republic of China.

   Article 5. The parties to a contract may choose the proper law applicable to the settlement of contract disputes. In the absence of such a
choice by the parties, the law of the country which has the closest connection with the contract shall apply.

The law of the People’s Republic of China shall apply to contracts that are to be performed within the territory of the People’s Republic
of China, namely contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and Chinese-foreign
cooperative exploration and development of natural resources.

For matters that are not covered in the law of the People’s Republic of China, international practice shall be followed.

   Article 6. Where an international treaty which is relevant to a contract, and to which the People’s Republic of China is a contracting party
or a signatory, has provided differently from the law of the People’s Republic of China, the provisions of the international treaty
shall prevail, with the exception of those clauses on which the People’s Republic of China has declared reservation.

   Article 7. A contract shall be formed as soon as the parties to it have reached a written agreement on the terms and have signed the contract.
If an agreement is reached by means of letters, telegrams or telex and one party requests a signed letter of confirmation, the contract
shall be formed only after the letter of confirmation is signed.

Contracts which are subject to the approval of the state, as provided for by the laws or administrative regulations of the People’s
Republic of China, shall be formed only after until such approval is granted.

   Article 8. Appendices specified in a contract shall be integral parts of the contract.

   Article 9. Contracts that violate the law or the public interest of the People’s Republic of China shall be void.

In case any terms in a contract violate the law or the public interest of the People’s Republic of China, the validity of the contract
shall not be affected if such terms are cancelled or modified by the parties through consultations.

   Article 10. Contracts that are concluded by means of fraud or duress shall be void.

   Article 11. A party which is responsible for the invalidity of a contract shall be liable for the losses suffered by the other party as a result
of the contract becoming invalid.

   Article 12. A contract shall, in general, contain the following terms:

(1) the corporate or personal names of the contracting parties and their nationalities and principal places of business or domicile;

(2) the date and place of the signing of the contract;

(3) the type of contract and the kind and scope of the object of the contract;

(4) the technical conditions, quality, standard, specifications and quantity of the object of the contract;

(5) the time limit, place and method of performance;

(6) the terms of price, amount and method of payment, and various incidental charges;

(7) whether the contract is assignable or, if it is, the conditions for its assignment;

(8) liability to pay compensation and other liabilities for breach of the contract;

(9) the ways for settling contract disputes; and

(10) the language(s) in which the contract is written and its validity.

   Article 13. So far as it may require, a contract shall provide for the limits of the risks to be borne by the parties in performing the object;
if necessary, it shall provide for the coverage of insurance for the object.

   Article 14. Where a contract needs to be performed continuously over a long period, the parties shall set a period of validity for the contract
and may also stipulate conditions for its extension and its termination before its expiry.

   Article 15. In the contract the parties may agree to provide a guaranty. The guarantor shall be held liable within the agreed scope of guaranty.

   Article 16. A contract shall be legally binding as soon as it is established in accordance with the law. The parties shall perform their obligations
stipulated in the contract. No party shall unilaterally modify or rescind the contract.

   Article 17. A party may temporarily suspend its performance of the contract if it has conclusive evidence that the other party is unable to
perform the contract. However, it shall immediately inform the other party of such suspension. It shall perform the contract if
and when the other party provides a sure guarantee for performance of the contract. If a party suspends performance of the contract
without conclusive evidence of the other party’s inability to perform the contract, it shall be liable for breach of contract.

   Article 18. If a party fails to perform the contract or its performance of the contractual obligations does not conform to the agreed terms,
which constitutes a breach of contract, the other party is enpost_titled to claim damages or demand other reasonable remedial measures.
If the losses suffered by the other party cannot be completely made up after the adoption of such remedial measures, the other party
shall still have the right to claim damages.

   Article 19. The liability of a party to pay compensation for the breach of a contract shall be equal to the loss suffered by the other party
as a consequence of the breach. However, such compensation may not exceed the loss which the party responsible for the breach ought
to have foreseen at the time of the conclusion of the contract as a possible consequence of a breach of contract.

   Article 20. The parties may agree in a contract that, if one party breaches the contract, it shall pay a certain amount of breach of contract
damages to the other party; they may also agree upon a method for calculating the damages resulting from such a breach.

The breach of contract damages as stipulated in the contract shall be regarded as compensation for the losses resulting from breach
of contract. However, if the contractually agreed breach of contract damages are far more or far less than is necessary to compensate
for the losses resulting from the breach, the party concerned may request an arbitration body or a court to reduce or increase them
appropriately

   Article 21. If both parties breach the contract, each shall be commensurately liable for the breach of contract that is its responsibility.

   Article 22. A party which suffers losses resulting from a breach of contract by the other party shall promptly take appropriate measures to
prevent the losses from becoming severer. If the losses are aggravated as a result of its failure to adopt appropriate measures,
it shall not be enpost_titled to claim compensation for the aggravated part of the losses.

   Article 23. If a party fails to pay on time any amount stipulated as payable in the contract or any other amount related to the contract that
is payable, the other party is enpost_titled to interest on the amount in arrears. The method for calculating the interest may be specified
in the contract.

   Article 24. If a party is prevented from performing all or a part of its obligations due to force majeure, it shall be relieved of all or a
part of his obligations.

If a party cannot perform its obligations within the contractually agreed time limit due to an event of force majeure, it shall be
relieved of the liability for delayed performance during the period when the aftereffect of the event lasts.

An event of force majeure means an event that the parties could not have foreseen at the time of conclusion of the contract, both
parties being unable to either avoid or overcome its occurrence and consequences.

The scope of force majeure events may be specified in the contract.

   Article 25. The party which fails to perform wholly or in part its contractual obligations due to an event of force majeure shall promptly inform
the other party so as to mitigate the losses which might possibly be inflicted on the other party, and shall also provide a certificate
issued by the relevant agency within a reasonable period of time.

   Article 26. When a party assigns, wholly or in part, its contractual rights and obligations to a third party, it must obtain the consent of
the other party.

   Article 27. In the case of a contract which, according to the laws or administrative regulations of the People’s Republic of China, is to be
formed with the approval of the state, the assignment of the contractual rights and obligations shall be subject to the approval
of the authority which approved the contract, unless otherwise stipulated in the approved contract.

   Article 28. A contract may be modified if both parties agree through consultation.

   Article 29. A party shall have the right to notify the other party that a contract is rescinded in any of the following situations:

(1) if the other party has breached the contract, thus adversely affecting the economic benefits they expected to receive at the time
of the conclusion of the contract;

(2) if the other party fails to perform the contract within the time limit agreed upon in the contract, and again fails to perform
it within the reasonable period of time allowed for delayed performance;

(3) if all the obligations under the contract cannot be performed due to an event of force majeure; or

(4) if the contractually agreed conditions for the rescission of the contract are present.

   Article 30. For a contract consisting of several parts that are independent from each other, some of them may be rescinded according to the
provisions of the preceding article while the other parts will remain valid.

   Article 31. A contract shall be terminated in any one of the following situations:

(1) if the contract has already been performed in accordance with the agreed terms;

(2) if an arbitration body or a court has decided that the contract shall be terminated; or

(3) if the parties agree through consultation to terminate the contract.

   Article 32. Notices or agreements on the modification or rescission of contracts shall be made in writing.

   Article 33. In the case of a contract which, according to the laws or administrative regulations of the People’s Republic of China, is to be
established with the approval of the state, any significant modification of the contract shall be subject to the approval of the
authority which approved the contract, and the rescission of the contract shall be filed with the same authority for the record.

   Article 34. The modification, rescission or termination of a contract shall not affect the rights of the parties to claim damages.

   Article 35. The contractually agreed terms for the settlement of disputes shall not become invalid because of the rescission or termination
of a contract.

   Article 36. The contractually agreed terms for the settlement of accounts and liquidation of a contract shall not become invalid because of
the rescission or termination of the contract.

   Article 37. If disputes over a contract develop, the parties shall, as far as possible, settle them through consultation, or through mediation
by a third party.

If the parties are unwilling to settle their dispute through consultation or mediation, or if consultation or mediation proves unsuccessful,
they may, in accordance with the arbitration clause provided in the contract or a written arbitration agreement reached by the parties
afterwards, submit the dispute to a Chinese arbitration body or any other arbitration body for arbitration.

   Article 38. If no arbitration clause is provided in the contract, and a written arbitration agreement is not reached afterwards, the parties
may bring a suit in a people’s court.

   Article 39. The time limit for filing a suit or applying for arbitration in respect of a dispute over a contract for the purchase and sale of
goods shall be four years, counting from the day when the party is aware or ought to be aware of its rights being infringed upon.
The time limit for filing a suit or applying for arbitration in respect of a dispute over any other contract shall be stipulated
separately by law.

   Article 40. If new legal provisions are formulated while contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint
ventures, or Chinese-foreign cooperative exploration and development of natural resources, that have been concluded with the approval
of the state, are being performed within the territory of the People’s Republic of China, the performance may still be based on the
terms of the contracts.

   Article 41. This Law may apply to contracts concluded before it goes into effect, if this is agreed by the parties through consultation.

   Article 42. The State Council shall, in accordance with this Law, formulate rules for its implementation.

   Article 43. This Law shall go into effect on July 1, 1985.

(Adopted at the Tenth Session of the Standing Committee of the Sixth National People’s Congress and promulgated by Order No. 22 of
the President of the People’s Republic of China on March 21, 1985, and effective as of July 1, 1985)

   Article 1. This Law is formulated with a view to protecting the lawful rights and interests of the parties to Chinese-foreign economic contracts
and promoting the development of China’s foreign economic relations.

   Article 2. This Law shall apply to economic contracts concluded between enterprises or other economic organizations of the People’s Republic
of China and foreign enterprises, other economic organizations or individuals. (hereinafter referred to as ” contracts” ). However,
this provision shall not apply to international transport contracts.

   Article 3. Contracts shall be concluded according to the principle of equality and mutual benefit and the principle of achieving agreement
through consultation.

   Article 4. In concluding a Contract,the parties must abide by the law of the People’s Republic of China and shall not harm the public interest
of the People’s Republic of China.

   Article 5. The parties to a contract may choose the proper law applicable to the settlement of contract disputes. In the absence of such a
choice by the parties, the law of the country which has the closest connection with the contract shall apply.

The law of the People’s Republic of China shall apply to contracts that are to be performed within the territory of the People’s Republic
of China, namely contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and Chinese-foreign
cooperative exploration and development of natural resources.

For matters that are not covered in the law of the People’s Republic of China, international practice shall be followed.

   Article 6. Where an international treaty which is relevant to a contract, and to which the People’s Republic of China is a contracting party
or a signatory, has provided differently from the law of the People’s Republic of China, the provisions of the international treaty
shall prevail, with the exception of those clauses on which the People’s Republic of China has declared reservation.

   Article 7. A contract shall be formed as soon as the parties to it have reached a written agreement on the terms and have signed the contract.
If an agreement is reached by means of letters, telegrams or telex and one party requests a signed letter of confirmation, the contract
shall be formed only after the letter of confirmation is signed.

Contracts which are subject to the approval of the state, as provided for by the laws or administrative regulations of the People’s
Republic of China, shall be formed only after until such approval is granted.

   Article 8. Appendices specified in a contract shall be integral parts of the contract.

   Article 9. Contracts that violate the law or the public interest of the People’s Republic of China shall be void.

In case any terms in a contract violate the law or the public interest of the People’s Republic of China, the validity of the contract
shall not be affected if such terms are cancelled or modified by the parties through consultations.

   Article 10. Contracts that are concluded by means of fraud or duress shall be void.

   Article 11. A party which is responsible for the invalidity of a contract shall be liable for the losses suffered by the other party as a result
of the contract becoming invalid.

   Article 12. A contract shall, in general, contain the following terms:

(1) the corporate or personal names of the contracting parties and their nationalities and principal places of business or domicile;

(2) the date and place of the signing of the contract;

(3) the type of contract and the kind and scope of the object of the contract;

(4) the technical conditions, quality, standard, specifications and quantity of the object of the contract;

(5) the time limit, place and method of performance;

(6) the terms of price, amount and method of payment, and various incidental charges;

(7) whether the contract is assignable or, if it is, the conditions for its assignment;

(8) liability to pay compensation and other liabilities for breach of the contract;

(9) the ways for settling contract disputes; and

(10) the language(s) in which the contract is written and its validity.

   Article 13. So far as it may require, a contract shall provide for the limits of the risks to be borne by the parties in performing the object;
if necessary, it shall provide for the coverage of insurance for the object.

   Article 14. Where a contract needs to be performed continuously over a long period, the parties shall set a period of validity for the contract
and may also stipulate conditions for its extension and its termination before its expiry.

   Article 15. In the contract the parties may agree to provide a guaranty. The guarantor shall be held liable within the agreed scope of guaranty.

   Article 16. A contract shall be legally binding as soon as it is established in accordance with the law. The parties shall perform their obligations
stipulated in the contract. No party shall unilaterally modify or rescind the contract.

   Article 17. A party may temporarily suspend its performance of the contract if it has conclusive evidence that the other party is unable to
perform the contract. However, it shall immediately inform the other party of such suspension. It shall perform the contract if
and when the other party provides a sure guarantee for performance of the contract. If a party suspends performance of the contract
without conclusive evidence of the other party’s inability to perform the contract, it shall be liable for breach of contract.

   Article 18. If a party fails to perform the contract or its performance of the contractual obligations does not conform to the agreed terms,
which constitutes a breach of contract, the other party is enpost_titled to claim damages or demand other reasonable remedial measures.
If the losses suffered by the other party cannot be completely made up after the adoption of such remedial measures, the other party
shall still have the right to claim damages.

   Article 19. The liability of a party to pay compensation for the breach of a contract shall be equal to the loss suffered by the other party
as a consequence of the breach. However, such compensation may not exceed the loss which the party responsible for the breach ought
to have foreseen at the time of the conclusion of the contract as a possible consequence of a breach of contract.

   Article 20. The parties may agree in a contract that, if one party breaches the contract, it shall pay a certain amount of breach of contract
damages to the other party; they may also agree upon a method for calculating the damages resulting from such a breach.

The breach of contract damages as stipulated in the contract shall be regarded as compensation for the losses resulting from breach
of contract. However, if the contractually agreed breach of contract damages are far more or far less than is necessary to compensate
for the losses resulting from the breach, the party concerned may request an arbitration body or a court to reduce or increase them
appropriately

   Article 21. If both parties breach the contract, each shall be commensurately liable for the breach of contract that is its responsibility.

   Article 22. A party which suffers losses resulting from a breach of contract by the other party shall promptly take appropriate measures to
prevent the losses from becoming severer. If the losses are aggravated as a result of its failure to adopt appropriate measures,
it shall not be enpost_titled to claim compensation for the aggravated part of the losses.

   Article 23. If a party fails to pay on time any amount stipulated as payable in the contract or any other amount related to the contract that
is payable, the other party is enpost_titled to interest on the amount in arrears. The method for calculating the interest may be specified
in the contract.

   Article 24. If a party is prevented from performing all or a part of its obligations due to force majeure, it shall be relieved of all or a
part of his obligations.

If a party cannot perform its obligations within the contractually agreed time limit due to an event of force majeure, it shall be
relieved of the liability for delayed performance during the period when the aftereffect of the event lasts.

An event of force majeure means an event that the parties could not have foreseen at the time of conclusion of the contract, both
parties being unable to either avoid or overcome its occurrence and consequences.

The scope of force majeure events may be specified in the contract.

   Article 25. The party which fails to perform wholly or in part its contractual obligations due to an event of force majeure shall promptly inform
the other party so as to mitigate the losses which might possibly be inflicted on the other party, and shall also provide a certificate
issued by the relevant agency within a reasonable period of time.

   Article 26. When a party assigns, wholly or in part, its contractual rights and obligations to a third party, it must obtain the consent of
the other party.

   Article 27. In the case of a contract which, according to the laws or administrative regulations of the People’s Republic of China, is to be
formed with the approval of the state, the assignment of the contractual rights and obligations shall be subject to the approval
of the authority which approved the contract, unless otherwise stipulated in the approved contract.

   Article 28. A contract may be modified if both parties agree through consultation.

   Article 29. A party shall have the right to notify the other party that a contract is rescinded in any of the following situations:

(1) if the other party has breached the contract, thus adversely affecting the economic benefits they expected to receive at the time
of the conclusion of the contract;

(2) if the other party fails to perform the contract within the time limit agreed upon in the contract, and again fails to perform
it within the reasonable period of time allowed for delayed performance;

(3) if all the obligations under the contract cannot be performed due to an event of force majeure; or

(4) if the contractually agreed conditions for the rescission of the contract are present.

   Article 30. For a contract consisting of several parts that are independent from each other, some of them may be rescinded according to the
provisions of the preceding article while the other parts will remain valid.

   Article 31. A contract shall be terminated in any one of the following situations:

(1) if the contract has already been performed in accordance with the agreed terms;

(2) if an arbitration body or a court has decided that the contract shall be terminated; or

(3) if the parties agree through consultation to terminate the contract.

   Article 32. Notices or agreements on the modification or rescission of contracts shall be made in writing.

   Article 33. In the case of a contract which, according to the laws or administrative regulations of the People’s Republic of China, is to be
established with the approval of the state, any significant modification of the contract shall be subject to the approval of the
authority which approved the contract, and the rescission of the contract shall be filed with the same authority for the record.

   Article 34. The modification, rescission or termination of a contract shall not affect the rights of the parties to claim damages.

   Article 35. The contractually agreed terms for the settlement of disputes shall not become invalid because of the rescission or termination
of a contract.

   Article 36. The contractually agreed terms for the settlement of accounts and liquidation of a contract shall not become invalid because of
the rescission or termination of the contract.

   Article 37. If disputes over a contract develop, the parties shall, as far as possible, settle them through consultation, or through mediation
by a third party.

If the parties are unwilling to settle their dispute through consultation or mediation, or if consultation or mediation proves unsuccessful,
they may, in accordance with the arbitration clause provided in the contract or a written arbitration agreement reached by the parties
afterwards, submit the dispute to a Chinese arbitration body or any other arbitration body for arbitration.

   Article 38. If no arbitration clause is provided in the contract, and a written arbitration agreement is not reached afterwards, the parties
may bring a suit in a people’s court.

   Article 39. The time limit for filing a suit or applying for arbitration in respect of a dispute over a contract for the purchase and sale of
goods shall be four years, counting from the day when the party is aware or ought to be aware of its rights being infringed upon.
The time limit for filing a suit or applying for arbitration in respect of a dispute over any other contract shall be stipulated
separately by law.

   Article 40. If new legal provisions are formulated while contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint
ventures, or Chinese-foreign cooperative exploration and development of natural resources, that have been concluded with the approval
of the state, are being performed within the territory of the People’s Republic of China, the performance may still be based on the
terms of the contracts.

   Article 41. This Law may apply to contracts concluded before it goes into effect, if this is agreed by the parties through consultation.

   Article 42. The State Council shall, in accordance with this Law, formulate rules for its implementation.

   Article 43. This Law shall go into effect on July 1, 1985.