1999

MEASURES OF THE PEOPLE’S REPUBLIC OF CHINA ON ADMINISTRATION OF INVOICE

The Ministry of Finance

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

No.6

“Measures of the People’s Republic of China on Administration of Invoice” is adopted by the State Council on December 12, 1993, and
is promulgated now.

Minister of the Ministry of Finance Liu Zhongli

December 23,1993

Measures of the People’s Republic of China on Administration of Invoice

Chapter I General Provisions

Article 1

These Measures are formulated in accordance with the Law of the People’s Republic of China on Administration of Tax Collection with
a view to strengthening the control of invoices and the supervision of financial affairs, to ensuring tax revenue of the State and
maintaining economic order.

Article 2

Units and individuals who print, receive, purchase, issue, obtain and keep invoices (hereinafter referred to as “units and individuals
who print and use invoices”) within the territory of the People’s Republic of China, must comply with these Measures.

Article 3

“The invoice” stated in these Measures refers to the certificates of payment or receipt of money made out or received in purchases
and sales of goods, provision or acceptance of services and in other business activities.

Article 4

The State Administration for Taxation takes the overall responsibility for the control of invoices nationwide. The branches of the
State Administration of Taxation and local tax bureaux of the provinces, autonomous regions and municipalities directly under the
Central Government (hereinafter referred to as “tax authorities of the provinces, autonomous regions and municipalities directly
under the Central Government”) shall, based on their respective responsibilities, make joint efforts to have good control of invoices
in their respective administrative regions.

The relevant departments of finance, audit, administrations for industry and commerce, and public security shall within the scope
of their responsibilities coordinate with the tax authorities to have good control of invoices.

Article 5

The categories, order of duplicates, contents and the range of usage of invoices shall be determined by the State Administration of
Taxation.

Article 6

Any unit and individual can inform against any act violating the legislation for the control of invoices. Tax authorities shall maintain
secrecy for the informers and present them with appropriate awards.

Chapter II Printing of Invoices

Article 7

Invoices shall be printed by enterprises appointed by tax authorities of the provinces, autonomous regions and municipalities directly
under the Central Government; special invoices for Value-Added Tax shall solely be printed by the State Administration of Taxation.
Printing, forgery and revision of invoices without permission are prohibited.

Article 8

Devices against forgery of invoices shall be produced by enterprises appointed by the State Administration of Taxation. Illegal manufacturing
of these anti-forgery devices is prohibited.

Article 9

Tax authorities of the provinces, autonomous regions and municipalities directly under the Central Government shall implement the
principle of unified control of the printing of invoices, strictly examine the qualifications of the enterprises engaged in printing
invoices and issue invoice printing permit to these appointed enterprises.

Article 10

lnvioces shall be stamped with a nationwide uniform stamp for supervision of the printing of invoices. The form of the stamp and the
requirements for the printing and layout of invoices shall be stipulated by the State Administration of Taxation. The stamp for supervision
of the printing of invoices shall be made by the tax authorities of the provinces, autonomous regions and municipalities directly
under the Central Government. Forgery of the stamp for supervision of the printing of invoices is prohibited.

A system of changing the printing plate at irregular intervals shall be implemented.

Article 11

In accordance with unified regulations of tax authorities, enterprises printing invoices shall establish a system for printing and
managing invoices, and measures for safe-keeping.

A system of person-in-charge of the usage and control of the stamp for supervision of the printing of invoices and the special anti-forgery
devices shall be implemented.

Article 12

Enterprises printing invoices must print the invoices in accordance with the type and amount approved by tax authorities.

Article 13

Invoices must be printed in Chinese. In autonomous regions, a national language used in common in that particular region can be added
to the invoices. If necessary, invoices can be printed in both Chinese and a foreign language simultaneously.

Article 14

Apart from the special invoices for Value-Added Tax, the invoices used by units and individuals in various provinces, autonomous regions
and municipalities directly under the Central Government should be printed within the respective provinces, autonomous regions and
municipalities directly under the Central Government; if for any reason they must be printed in other provinces, autonomous regions
and municipalities directly under the Central Government, the tax authorities of the relevant provinces, autonomous regions and municipalities
directly under the Central Government should obtain consent from the tax authorities of these other provinces, autonomous regions
and municipalities directly under the Central Government undertaking the printing of invoices. The invoices shall then be printed
by the enterprises appointed by the tax authorities of these other provinces, autonomous regions and municipalities directly under
the Central Government which undertake the printing of invoices.

Printing of invoices outside the territory of the People’s Republic of China is prohibited.

Chapter III Purchasing of Invoices

Article 15

All units and individuals who perform tax registration according to the law shall, upon receiving the tax registration certificate,
apply to acquire invoices from the respective tax authorities.

Article 16

Units and individuals applying for acquisition of invoices shall file an application for purchasing invoices, provide certificates
of identity of the person in charge, tax registration certificates or other relevant documents, as well as moulds for stamps of the
financial department or special stamps for invoices. After examination and approval of the relevant tax authorities, invoice purchase
books will be issued.

Units and individuals who need invoices shall, based on the categories, quantity and mode of acquisition approved by the relevant
authorities as indicated in the invoice purchase books, purchase invoices from the relevant tax authorities.

Article 17

Units and individuals who temporarily need to use invoices may directly apply to the relevant tax authorities for purchase.

Article 18

Units or individuals who temporarily carry on business activities outside their own provinces, autonomous regions and municipalities
directly under the Central Government should by presenting the certificates from the tax authorities of their original location,
apply for the acquisition of invoices from the local tax authorities where their business activities take place.

Tax authorities of the provinces, autonomous regions and municipalities directly under the Central Government shall regulate the procedures
for acquisition of invoices by units or individuals who temporarily carry on cross city or county business within the provinces,
autonomous regions and municipalities directly under the Central Government.

Article 19

For units and individuals from other provinces, autonomous regions and municipalities directly under the Central Government applying
for purchase of invoices for temporary business activities in the areas under their own jurisdiction, tax authorities can request
for provision of guarantors or a security deposit of not exceeding 10,000 yuan based on the face value of the invoices purchased
and handing in the invoices for disposal within a set time limit.

For those who hand in invoices on time for disposal, their guarantors shall be released from the commitments or have their security
deposit refunded; for those who fail to hand in the invoices for disposal on time, their legal liabilities should be taken over by
the guarantors or satisfied with the security deposit.

Tax authorities shall issue receipts upon collecting security deposit.

Chapter IV Issuance and Safekeeping of Invoices

Article 20

Units and individuals engaged in the sales of goods, provision of services and other business activities, should issue invoices to
the payers when collecting payment in business activities with outside parties. However, under extraordinary circumstances, payers
can issue invoices to payees.

Article 21

Units and individuals engaged in production and business activities should obtain invoices from payees for payment made in purchasing
commodities, accepting services and taking part in other business activities. Upon receipt of the invoice, they should not ask for
alteration of the name of article and amount of payment.

Article 22

Invoices not in line with the regulations must not be taken as the proof for reimbursement. Any unit and individual has the right
to refuse such invoices.

Article 23

Invoices should be issued column by column and with all the duplicates, in strict accordance with the time limit and sequence stipulated
in the regulations and be stamped with the unit’s stamp of the financial department or a special stamp for invoices.

Article 24

In use of computers to generate invoices, prior approval from the respective tax authorities should be obtained. Standard invoices
issued under the supervision of tax authorities besides the computer-generated invoices shall be used. The stubs of the invoices
so issued must be bound into booklets with sequential numbers.

Article 25

No unit or individual can lend, transfer or issue invoices on other unit’s or individual’s behalf. Without the prior approval from
the tax authorities, they cannot use invoices by tearing invoice books apart, nor expand the scope of usage of the special invoices.

Illegal sales or purchases of invoices, stamps for supervision of the printing of invoices and anti-forgery devices for invoices are
prohibited.

Article 26

The area of issuance of invoices is limited to the provinces, autonomous regions and municipalities directly under the Central Government
where the units and individuals purchase them.

Tax authorities of the provinces, autonomous regions and municipalities directly under the Central Government may regulate the procedures
for issuance of invoices cross city or county.

Article 27

Without prior approval, no unit or individual can carry, mail or transport blank invoices beyond the regions where these invoices
are bound to be used.

Carrying, mailing and transporting blank invoices into or from the territory of China is prohibited.

Article 28

Units and individuals issuing invoices should establish a system for the use and registration of invoices, prepare a invoice register
and report to the respective tax authorities on the use of invoices at regular intervals.

Article 29

Units and individuals issuing invoices should, at the same time as they go through the formalities for changing or cancelling tax
registration, go through the formalities for changing or cancelling invoices and invoice purchase books.

Article 30

Units and individuals issuing invoices should, in accordance with the regulations of the tax authorities, store and keep invoices
and shall not destroy the invoices without authorization. The stubs of the invoices already issued and the invoice register should
be kept for five years. Upon completion of the period the invoices shall be destroyed after examination by the relevant tax authorities.

Chapter V Inspection of Invoices

Article 31

In managing invoices, the tax authorities have the right to conduct the following inspections:

(1)

Examining the printing, purchasing, issuing, obtaining and safe keeping of invoices;

(2)

Selecting invoices to be examined;

(3)

Investigating and duplicating documents and materials related to the invoices;

(4)

Inquiring the parties concerned about the problems and the conditions related to the invoices;

(5)

Making notes, tape-recording, video-recording, taking photographs and making copies on the related state of affairs and data when
dealing with cases of investigation of invoices.

Article 32

Units and individuals printing and using invoices must accept lawful inspection by tax authorities, present the truth and provide
the relevant data without refusal or concealment.

Tax officials should present their tax inspection permits at the time of inspection.

Article 33

When tax authorities take away the invoices already issued for inspection, they should issue certificates for exchange of the invoices
to the units and individuals to be inspected. The certificates for exchange of the invoices and the invoices to be examined are equally
authentic. The units and individuals whose invoices have been taken away for inspection must not refuse the above arrangement.

Tax authorities should issue receipts when taking away blank invoices for inspection, blank invoices that are found in order should
be returned in time.

Article 34

In the course of examining the reporting of tax, should the tax authorities find any doubt with invoices or evidence concerning the
reporting of tax obtained outside China by the units or individuals, they may ask the units or individuals for certificates of confirmation
provided by foreign notary or chartered accountants. After examination and approval by the tax authorities, these invoices or evidence
could be taken as basis for book-keeping.

Article 35

In the course of examining invoices, tax authorities may find the need to check how the stubs and invoices are completed, they may
send out invoice completion checking cards to the units in possession of the invoices or stubs. These units concerned should complete
the cards in accordance with facts and return them in time.

Chapter VI Penalty Provisions

Article 36

Acts violating the legislation for management of invoices include:

(1)

Failure to print invoices or manufacture anti-forging devices for invoices in accordance with the relevant regulations;

(2)

Failure to purchase invoices in accordance with the relevant regulations;

(3)

Failure to issue invoices in accordance with the relevant regulations;

(4)

Failure to obtain invoices in accordance with the relevant regulations;

(5)

Failure to keep invoices in accordance with the relevant regulations;

(6)

Failure to accept inspection by tax authorities in accordance with the relevant regulations.

For all the units and individuals who have committed one of the above said acts, the tax authorities may order them to rectify within
a prescribed time limit, confiscate their illicit income and impose a fine of up to l0,000 yuan at the same time. Those who have
committed two or more of the acts listed above can be penalized on separate accounts.

Article 37

Tax authorities shall confiscate the blank invoices and the illicit income of those who illegally carry, mail, transport or keep these
invoices and a fine of up to 10,000 yuan may be imposed at the same time.

Article 38

Tax authorities shall seal up, detain or destroy the invoices illegally printed, counterfeited, bought or sold, and the privately
made stamps for supervision of the printing of invoices and the anti-forgery products for invoices. Tax authorities shall also confiscate
the illicit income and the tools used in committing the offenses; a fine between 10,000 yuan and 50,000 yuan may be imposed at the
same time; if these offenses constitute crimes, legal actions shall be taken against the offenders for their criminal liability.

Article 39

In cases of violations of the regulations on the control of invoices leading to the evasion and degraudation of tax by other units
or individuals, tax authorities shall confiscate the illicit income and a fine of no more than the actual amount of the tax evaded,
unpaid or underpaid may be imposed at the same time.

Article 40

If the units or individuals concerned do not agree to the decisions of the tax authorities on the penalties imposed, they can apply
to the higher tax authorities for reconsideration or file a suit at the People’s Court in accordance with the law; the tax authorities
which have made the decision on the penalties can apply to the People’s Court to forcefully execute the penalties if the parties
concerned have neither applied for reconsideration within the prescribed time, nor filed a suit at the People’s Court, nor implemented
the decisions.

Article 41

According to the relevant regulations, administrative sanctions shall be imposed on any tax officials who, by taking advantage of
their positions, deliberately place obstacles before any units or individuals who print or use invoices or indulge in acts in violation
of the regulations concerning the management of invoices. If such acts constitute criminal offenses, they shall be prosecuted for
their criminal liability.

Chapter VII Supplementary Provisions

Article 42

The special invoices used by State-owned financial, posts and telecommunications, railways, civil aviation, road and water transport
institutions, etc. may be managed by the respective competent departments of the State Council or the respective departments of the
people’s governments of the provinces, autonomous regions and municipalities directly under the Central Government after the approval
of the State Administration of Taxation or its branches in the provinces, autonomous regions and municipalities directly under the
Central Government.

Article 43

In accordance with the need for economic development and for the collection and supervision of tax, the State encourages the use of
cash registers. Specific procedures will be promulgated separately.

Article 44

The State Administration for Taxation shall be responsible for the interpretation of these Measures and the rules for their implementation
shall be formulated by the State Administration of Taxation.

Article 45

These Measures shall enter into force as of the date of promulgation. The Interim Measures on Administration of Countrywide Invoices
promulgated by the Ministry of Finance in 1986 and the Interim Provisions Concerning Administration of Invoices of Enterprises with
Foreign Investment and Foreign Enterprises promulgated in 1991 by the State Administration of Taxation shall be repealed simultaneously.



 
The Ministry of Finance
1993-12-23

 







BASIC LAW OF THE MACAO SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA

The National People’s Congress

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

No.3

The Basic Law of the Macao Special Administrative Region of the People’s Republic of China which is composed of the Method for the
Selection of the Chief Executive of the Macao Special Administrative Region(attachment I), the Method for the Formation of the Legislative
Council of the Macao Special Administrative Region(attachment II), the National Laws to Be Applied in the Macao Special Administrative
Region(attachment III) and the regional flag and the form of the regional emblem of the Macao Special Administrative Region, has
been adopted at the First Session of the Eighth National People’s Congress on March 31, 1993, and promulgated hereby for implementation
as of December 20, 1999.

President of the People’s Republic of China Jiang Zemin

March 31, 1993

Basic Law of the Macao Special Administrative Region of the People’s Republic of China ContentsPreamble

Chapter I General Principles

Chapter II Relationship Between the Central Authorities and the Macao Special Administrative Region

Chapter III Fundamental Rights and Duties of the Residents

Chapter IV Political Structure

Chapter V Economy

Chapter VI Cultural and Social Affairs

Chapter VII External Affairs

Chapter VIII Interpretation and Amendment of the Basic Law

Chapter IX Supplementary Provisions

Attachment I: Method for the Selection of the Chief Executive of the Macao Special Administrative Region

Attachment II: Method for the Formation of the Legislative Council of the Macao Special Administrative Region

Attachment III: National Laws to Be Applied in the Macao Special Administrative Region

Preamble

Macao, including the Macao Peninsula, Taipa Island and Coloane Island, has been part of the territory of China since ancient times;
it was gradually occupied by Portugal after the mid-16th century. On 13 April 1987, the Chinese and Portuguese Governments signed
the Joint Declaration on the Question of Macao, affirming that the Government of the People’s Republic of China will resume the exercise
of sovereignty over Macao with effect from 20 December 1999, thus fulfilling the long-cherished common aspiration of the Chinese
people for the recovery of Macao.

Upholding national unity and territorial integrity, contributing to social stability and economic development, and taking account
of its history and realities, the People’s Republic of China has decided that upon China’s resumption of the exercise of sovereignty
over Macao, a Macao Special Administrative Region will be established in accordance with the provisions of Article 31 of the Constitution
of the People’s Republic of China, and that under the principle of “one country, two systems”, the socialist system and policies
will not be practised in Macao. The basic policies of the People’s Republic of China regarding Macao have been elaborated by the
Chinese Government in the Sino-Portuguese Joint Declaration.

In accordance with the Constitution of the People’s Republic of China, the National People’s Congress hereby enacts the Basic Law
of the Macao Special Administrative Region of the People’s Republic of China, prescribing the systems to be practised in the Macao
Special Administrative Region, in order to ensure the implementation of the basic policies of the People’s Republic of China regarding
Macao.

Chapter I General Principles

Article 1

The Macao Special Administrative Region is an inalienable part of the People’s Republic of China.

Article 2

The National People’s Congress authorizes the Macao Special Administrative Region to exercise a high degree of autonomy and enjoy
executive, legislative and independent judicial power, including that of final adjudication, in accordance with the provisions of
this Law.

Article 3

The executive authorities and legislature of the Macao Special Administrative Region shall be composed of permanent residents of Macao
in accordance with the relevant provisions of this Law.

Article 4

The Macao Special Administrative Region shall safeguard the rights and freedoms of the residents of the Macao Special Administrative
Region and of other persons in the Region in accordance with law.

Article 5

The socialist system and policies shall not be practised in the Macao Special Administrative Region, and the previous capitalist system
and way of life shall remain unchanged for 50 years.

Article 6

The Macao Special Administrative Region shall protect the right of private ownership of property in accordance with law.

Article 7

The land and natural resources within the Macao Special Administrative Region shall be State property, except for the private land
recognized as such according to the laws in force before the establishment of the Macao Special Administrative Region. The Government
of the Macao Special Administrative Region shall be responsible for their management, use and development and for their lease or
grant to individuals or legal persons for use or development. The revenues derived therefrom shall be exclusively at the disposal
of the government of the Region.

Article 8

The laws, decrees, administrative regulations and other normative acts previously in force in Macao shall be maintained, except for
any that contravenes this Law, or subject to any amendment by the legislature or other relevant organs of the Macao Special Administrative
Region in accordance with legal procedures.

Article 9

In addition to the Chinese language, Portuguese may also be used as an official language by the executive authorities, legislature
and judiciary of the Macao Special Administrative Region.

Article 10

Apart from displaying the national flag and national emblem of the People’s Republic of China, the Macao Special Administrative Region
may also use a regional flag and regional emblem.

The regional flag of the Macao Special Administrative Region is a green flag with five stars, lotus flower, bridge and sea water.

The regional emblem of the Macao Special Administrative Region is composed of five stars, lotus flower, bridge and sea water encircled
by the words “Macao Special Administrative Region of the People’s Republic of China” in Chinese and “MACAO” in Portuguese.

Article 11

In accordance with Article 31 of the Constitution of the People’s Republic of China, the systems and policies practised in the Macao
Special Administrative Region, including the social and economic systems, the system for safeguarding the fundamental rights and
freedoms of its residents, the executive, legislative and judicial systems, and the relevant policies, shall be based on the provisions
of this Law.

No law, decree, administrative regulations and normative acts of the Macao Special Administrative Region shall contravene this Law.

Chapter II Relationship Between the Central Authorities and the Macao Special Administrative Region

Article 12

The Macao Special Administrative Region shall be a local administrative region of the People’s Republic of China, which shall enjoy
a high degree of autonomy and come directly under the Central People’s Government.

Article 13

The Central People’s Government shall be responsible for the foreign affairs relating to the Macao Special Administrative Region.

The Ministry of Foreign Affairs of the People’s Republic of China shall establish an office in Macao to deal with foreign affairs.

The Central People’s Government authorizes the Macao Special Administrative Region to conduct relevant external affairs on its own
in accordance with this Law.

Article 14

The Central People’s Government shall be responsible for the defence of the Macao Special Administrative Region.

The Government of the Macao Special Administrative Region shall be responsible for the maintenance of public order in the Region.

Article 15

The Central People’s Government shall appoint or remove the Chief Executive, the principal officials of the government and the Procurator-General
of the Macao Special Administrative Region in accordance with the relevant provisions of this Law.

Article 16

The Macao Special Administrative Region shall be vested with executive power. It shall, on its own, conduct the administrative affairs
of the Region in accordance with the relevant provisions of this Law.

Article 17

The Macao Special Administrative Region shall be vested with legislative power.

Laws enacted by the legislature of the Macao Special Administrative Region must be reported to the Standing Committee of the National
People’s Congress for the record. The reporting for record shall not affect the entry into force of such laws.

If the Standing Committee of the National People’s Congress, after consulting the Committee for the Basic Law of the Macao Special
Administrative Region under it, considers that any law enacted by the legislature of the Region is not in conformity with the provisions
of this Law regarding affairs within the responsibility of the Central Authorities or regarding the relationship between the Central
Authorities and the Region, the Standing Committee may return the law in question but shall not amend it. Any law returned by the
Standing Committee of the National People’s Congress shall immediately be invalidated. This invalidation shall not have retroactive
effect, unless otherwise provided for in the laws of the Region.

Article 18

The laws in force in the Macao Special Administrative Region shall be this Law, the laws previously in force in Macao as provided
for in Article 8 of this Law, and the laws enacted by the legislature of the Region.

National laws shall not be applied in the Macao Special Administrative Region except for those listed in Attachment III to this Law.
The laws listed therein shall be applied locally by way of promulgation or legislation by the Region.

The Standing Committee of the National People’s Congress may add to or delete from the list of laws in Attachment III after consulting
its Committee for the Basic Law of the Macao Special Administrative Region and the government of the Region. Laws listed in Attachment
III to this Law shall be confined to those relating to defence and foreign affairs as well as other matters outside the limits of
the autonomy of the Region as specified by this Law.

In the event that the Standing Committee of the National People’s Congress decides to declare a state of war or, by reason of turmoil
within the Macao Special Administrative Region which endangers national unity or security and is beyond the control of the government
of the Region, decides that the Region is in a state of emergency, the Central People’s Government may issue an order applying the
relevant national laws in the Region.

Article 19

The Macao Special Administrative Region shall be vested with independent judicial power, including that of final adjudication.

The courts of the Macao Special Administrative Region shall have jurisdiction over all cases in the Region, except that the restrictions
on their jurisdiction imposed by the legal system and principles previously in force in Macao shall be maintained.

The courts of the Macao Special Administrative Region shall have no jurisdiction over acts of state such as defence and foreign affairs.
The courts of the Region shall obtain a certificate from the Chief Executive on questions of fact concerning acts of state such as
defence and foreign affairs whenever such questions arise in the adjudication of cases. This certificate shall be binding on the
courts. Before issuing such a certificate, the Chief Executive shall obtain a certifying document from the Central People’s Government.

Article 20

The Macao Special Administrative Region may enjoy other powers granted to it by the National People’s Congress, the Standing Committee
of the National People’s Congress or the Central People’s Government.

Article 21

Chinese citizens who are residents of the Macao Special Administrative Region shall be enpost_titled to participate in the management of
state affairs according to law.

In accordance with the assigned number of seats and the selection method specified by the National People’s Congress, the Chinese
citizens among the residents of the Macao Special Administrative Region shall locally elect deputies of the Region to the National
People’s Congress to participate in the work of the highest organ of state power.

Article 22

No department of the Central People’s Government and no province, autonomous region, or municipality directly under the Central Government
may interfere in the affairs which the Macao Special Administrative Region administers on its own in accordance with this Law.

If there is a need for departments of the Central Government, or for provinces, autonomous regions, or municipalities directly under
the Central Government to set up offices in the Macao Special Administrative Region, they must obtain the consent of the government
of the Region and the approval of the Central People’s Government.

All offices set up in the Macao Special Administrative Region by departments of the Central Government, or by provinces, autonomous
regions, or municipalities directly under the Central Government, and the personnel of these offices shall abide by the laws of the
Region.

For entry into the Macao Special Administrative Region, people from other provinces, autonomous regions or municipalities directly
under the Central Government must apply for approval. Among them, the number of persons who enter the Region for the purpose of settlement
shall be determined by the competent authorities of the Central People’s Government after consulting the government of the Region.

The Macao Special Administrative Region may establish an office in Beijing.

Article 23

The Macao Special Administrative Region shall enact laws on its own to prohibit any act of treason, secession, sedition, subversion
against the Central People’s Government, or theft of state secrets, to prohibit foreign political organizations or bodies from conducting
political activities in the Region, and to prohibit political organizations or bodies of the Region from establishing ties with foreign
political organizations or bodies.

Chapter III Fundamental Rights and Duties of the Residents

Article 24

Residents of the Macao Special Administrative Region (“Macao residents”) shall include permanent residents and non-permanent residents.

The permanent residents of the Macao Special Administrative Region shall be:

(1)

Chinese citizens born in Macao before or after the establishment of the Macao Special Administrative Region and their children of
Chinese nationality born outside Macao;

(2)

Chinese citizens who have ordinarily resided in Macao for a continuous period of not less than seven years before or after the establishment
of the Macao Special Administrative Region and their children of Chinese nationality born outside Macao after they have become permanent
residents;

(3)

The Portuguese who were born in Macao and have taken Macao as their place of permanent residence before or after the establishment
of the Macao Special Administrative Region;

(4)

The Portuguese who have ordinarily resided in Macao for a continuous period of not less than 7 years and have taken Macao as their
place of permanent residence before or after the establishment of the Macao Special Administrative Region;

(5)

Other persons who have ordinarily resided in Macao for a continuous period of not less than 7 years and have taken Macao as their
place of permanent residence before or after the establishment of the Macao Special Administrative Region;

(6)

Persons under 18 years of age born in Macao of those residents listed in category (5) before or after the establishment of the Macao
Special Administrative Region.

The above-mentioned residents shall have the right of abode in the Macao Special Administrative Region and shall be qualified to obtain
permanent identity cards.

The non-permanent residents of the Macao Special Administrative Region shall be persons who are qualified to obtain Macao identity
cards in accordance with the laws of the Region but have no right of abode.

Article 25

All Macao residents shall be equal before the law, and shall be free from discrimination, irrespective of their nationality, descent,
sex, race, language, religion, political persuasion or ideological belief, educational level, economic status or social conditions.

Article 26

Permanent residents of the Macao Special Administrative Region shall have the right to vote and the right to stand for election in
accordance with law.

Article 27

Macao residents shall have freedom of speech, of the press and of publication; freedom of association, of assembly, of procession
and of demonstration; and the right and freedom to form and join trade unions, and to strike.

Article 28

The freedom of the person of Macao residents shall be inviolable.

No Macao resident shall be subjected to arbitrary or unlawful arrest, detention or imprisonment. In case of arbitrary or unlawful
detention or imprisonment, Macao residents have the right to apply to the court for the issuance of a writ of habeas corpus.

Unlawful search of the body of any resident or deprivation or restriction of the freedom of the person shall be prohibited.

Torture or inhuman treatment of any resident shall be prohibited.

Article 29

Macao residents shall not be punished by law, unless their acts constitute a crime and they shall be punished for it as expressly
prescribed by law at the time.

When charged with criminal offences, Macao residents shall enjoy the right to an early court trial and shall be presumed innocent
before convicted.

Article 30

The human dignity of Macao residents shall be inviolable. Humiliation, slander and false accusation against residents in any form
shall be prohibited.

Macao residents shall enjoy the right to personal reputation and the privacy of their private and family life.

Article 31

The homes and other premises of Macao residents shall be inviolable. Arbitrary or unlawful search of, or intrusion into, a resident’s
home or other premises shall be prohibited.

Article 32

The freedom and privacy of communication of Macao residents shall be protected by law. No department or individual may, on any grounds,
infringe upon the freedom and privacy of communication of residents except that the relevant authorities may inspect communication
in accordance with the provisions of the law to meet the needs of public security or of investigation into criminal offences.

Article 33

Macao residents shall have freedom of movement within the Macao Special Administrative Region and freedom of emigration to other countries
and regions. They shall have freedom to travel and to enter or leave the Region and shall have the right to obtain travel documents
in accordance with law. Unless restrained by law, holders of valid travel documents shall be free to leave the Region without special
authorization.

Article 34

Macao residents shall have freedom of conscience.

Macao residents shall have freedom of religious belief and freedom to preach and to conduct and participate in religious activities
in public.

Article 35

Macao residents shall have freedom of choice of occupation and work.

Article 36

Macao residents shall have the right to resort to law and to have access to the courts, to lawyers’ help for protection of their lawful
rights and interests, and to judicial remedies.

Macao residents shall have the right to institute legal proceedings in the courts against the acts of the executive authorities and
their personnel.

Article 37

Macao residents shall have freedom to engage in education, academic research, literary and artistic creation, and other cultural activities.

Article 38

The freedom of marriage of Macao residents and their right to form and raise a family freely shall be protected by law.

The legitimate rights and interests of women shall be protected by the Macao Special Administrative Region.

The minors, the aged and the disabled shall be taken care of and protected by the Macao Special Administrative Region.

Article 39

Macao residents shall have the right to social welfare in accordance with law. The welfare benefits and retirement security of the
labour force shall be protected by law.

Article 40

The provisions of International Covenant on Civil and Political Rights, International Covenant on Economic, Social and Cultural Rights,
and international labour conventions as applied to Macao shall remain in force and shall be implemented through the laws of the Macao
Special Administrative Region.

The rights and freedoms enjoyed by Macao residents shall not be restricted unless as prescribed by law. Such restrictions shall not
contravene the provisions of the first paragraph of this Article.

Article 41

Macao residents shall enjoy the other rights and freedoms safeguarded by the laws of the Macao Special Administrative Region.

Article 42

The interests of the residents of Portuguese descent in Macao shall be protected by the Macao Special Administrative Region in accordance
with law, and their customs and cultural traditions shall be respected.

Article 43

Persons in the Macao Special Administrative Region other than Macao residents shall, in accordance with law, enjoy the rights and
freedoms of Macao residents prescribed in this Chapter.

Article 44

Macao residents and other persons in Macao shall have the obligation to abide by the laws in force in the Macao Special Administrative
Region.

Chapter IV Political Structure

Section 1 The Chief Executive

Article 45

The Chief Executive of the Macao Special Administrative Region shall be the head of the Macao Special Administrative Region and shall
represent the Region.

The Chief Executive of the Macao Special Administrative Region shall be accountable to the Central People’s Government and the Macao
Special Administrative Region in accordance with the provisions of this Law.

Article 46

The Chief Executive of the Macao Special Administrative Region shall be a Chinese citizen of not less than 40 years of age who is
a permanent resident of the Region and has ordinarily resided in Macao for a continuous period of not less than 20 years.

Article 47

The Chief Executive of the Macao Special Administrative Region shall be selected by election or through consultations held locally
and be appointed by the Central People’s Government.

The specific method for selecting the Chief Executive is prescribed in Attachment I: “Method for the Selection of the Chief Executive
of the Macao Special Administrative Region”.

Article 48

The term of office of the Chief Executive of the Macao Special Administrative Region shall be five years. He or she may serve for
not more than two consecutive terms.

Article 49

The Chief Executive of the Macao Special Administrative Region, during his or her term of office, shall have no right of abode in
any foreign country and shall not engage in any activities for his or her personal gains. The Chief Executive,on assuming office,
shall declare his or her assets to the President of the Court of Final Appeal of the Macao Special Administrative Region. This declaration
shall be put on record.

Article 50

The Chief Executive of the Macao Special Administrative Region shall exercise the following powers and functions:

(1)

To lead the government of the Region;

(2)

To be responsible for the implementation of this Law and other laws which, in accordance with this Law, apply in the Macao Special
Administrative Region;

(3)

To sign bills passed by the Legislative Council and to promulgate laws;

To sign budgets passed by the Legislative Council and report the budgets and final accounts to the Central People’s Government for
the record;

(4)

To decide on government policies and to issue executive orders;

(5)

To formulate the administrative regulations and promulgate them for implementation;

(6)

To nominate and to report to the Central People’s Government for appointment the following principal officials: Secretaries of Departments,
Commissioner Against Corruption, Director of Audit, the leading members of the Police and the customs and excise; and to recommend
to the Central People’s Government the removal of the above-mentioned officials;

(7)

To appoint part of the members of the Legislative Council;

(8)

To appoint or remove members of the Executive Council;

(9)

To appoint or remove presidents and judges of the courts at all levels and procurators in accordance with legal procedures;

(10)

To nominate and report to the Central People’s Government for appointment of the Procurator-General and recommend to the Central People’s
Government the removal of the Procurator-General in accordance with legal procedures;

(11)

To appoint or remove holders of public office in accordance with legal procedures;

(12)

To implement the directives issued by the Central People’s Government in respect of the relevant matters provided for in this Law;

(13)

To conduct, on behalf of the Government of the Macao Special Administrative Region, external affairs and other affairs as authorized
by the Central Authorities;

(14)

To approve the introduction of motions regarding revenues or expenditure to the Legislative Council;

(15)

To decide, in the light of security and vital public interests, whether government officials or other personnel in charge of government
affairs should testify or give evidence before the Legislative Council or its committees;

(16)

To confer medals and post_titles of honour of the Macao Special Administrative Region in accordance with law;

(17)

To pardon persons convicted of criminal offences or commute their penalties in accordance with law; and

(18)

To handle petitions and complaints.

Article 51

If the Chief Executive of the Macao Special Administrative Region considers that a bill passed by the Legislative Council is not compatible
with the overall interests of the Region, he or she may give his or her reasons in writing and return it to the Legislative Council
within 90 days for reconsideration. If the Legislative Council passes the original bill again by not less than a two-thirds majority
of all the members, the Chief Executive must sign and promulgate it within 30 days or act in accordance with the provisions of Article
52 of this Law.

Article 52

The Chief Executive of the Macao Special Administrative Region may dissolve the Legislative Council under any of the following circumstances:

(1)

The Chief Executive refuses to sign a bill passed the second time by the Legislative Council; and

(2)

The Legislative Council refuses to pass a budget introduced by the government or any other bills which he or she considers concern
the overall interests of the Region, and after consultations, consensus still cannot be reached.

Before dissolving the Legislative Council, the Chief Executive must consult the Executive Council and he or she shall explain the
reason for it to the public.

The Chief Executive may dissolve the Legislative Council only once in each term of his or her office.

Article 53

If the Legislative Council of the Macao Special Administrative Region fails to pass the budget introduced by the government, the Chief
Executive may approve provisional short-term appropriations according to the level of expenditure of the previous fiscal year.

Article 54

The Chief Executive of the Macao Special Administrative Region must resign under any of the following circumstances;

(1)

When he or she loses the ability to discharge his or her duties as a result of serious illness or other reasons;

(2)

When, after the Legislative Council is dissolved because he or she twice refuses to sign a bill passed by it, the new Legislative
Council again passes by a two-thirds majority of all the members the original bill in dispute, but he or she still refuses to sign
it within 30 days; and

(3)

When, after the Legislative Council is dissolved because it refuses to pass a budget or any other bill concerning the overall interests
of the Macao Special Administrative Region, the newly elected Legislative Council still refuses to pass the original bill in dispute.

Article 55

If the Chief Executive of the Macao Special Administrative Region is not able to discharge his or her duties for a short period, such
duties shall temporarily be assumed by the secretaries of the departments in the order of precedence, which shall be stipulated by
law.

In the event that the office of Chief Executive becomes vacant, a new Chief Executive shall be selected within 120 days in accordance
with the provisions of Article 47 of this Law. During the period of vacancy, his or her duties shall be assumed according to the
provisions of paragraph 1 of this Article and the choice of the acting Chief Executive shall be reported to the Central People’s
Government for approval. The acting Chief Executive shall abide by the provisions of Article 49 of this Law.

Article 56

The Executive Council of the Macao Special Administrative Region shall be an organ for assisting the Chief Executive in policy-making.

Article 57

Members of the Executive Council of the Macao Special Administrative Region shall be appointed by the Chief Executive from among the
principal officials of the executive authorities, members of the Legislative Council and public figures.Their appointment or removal
shall be decided by the Chief Executive. The term of office of members of the Executive Council shall not extend beyond the expiry
of the term of office of the Chief Executive who appoints them. Members of the original Executive Council shall remain in office
until the new Chief Executive is selected.

Members of the Executive Council of the Macao Special Administrative Region shall be Chinese citizens who are permanent residents
of the Region.

The Executive Council shall be composed of seven to eleven persons. The Chief Executive may, as he or she deems necessary, invite
other persons concerned to sit in on meetings of the Council.

Article 58

The Executive Council of the Macao Special Administrative Region shall be presided over by the Chief Executive. The meeting of the
Executive Council shall be held at least once each month. Except for the appointment, removal and disciplining of officials and the
adoption of measures in emergencies, the Chief Executive shall consult the Executive Council before making important policy decisions,
introducing bills to the Legislative Council, formulating administrative regulations, or dissolving the Legislative Council.

If the Chief Executive does not accept a majority opinion of the Executive Council, he or she shall put the specific reasons on record.

Article 59

A Commission Against Corruption shall be established in the Macao Special Administrative Region. It shall function independently and
its Commissioner shall be accountable to the Chief Executive.

Article 60

A Commission of Audit shall be established in the Macao Special Administrative Region. It shall function independently

REGULATIONS ON ADMINISTRATIVE PROTECTION OF AGRICULTURAL CHEMICAL PRODUCTS

Regulations on Administrative Protection of Agricultural Chemical Products

     (Effective Date:1993.01.01–Ineffective Date:)

CHAPTER I GENERAL PROVISIONS CHAPTER II APPLICATION FOR ADMINISTRATIVE PROTECTION CHAPTER III EXAMINATION AND APPROVAL OF ADMINISTRATIVE
PROTECTION CHAPTER IV DURATION, CESSATION, REVOCATION AND EFFECT OF ADMINISTRATIVE PROTECTION CHAPTER V SUPPLEMENTARY PROVISIONS

   Article 1 These Regulations are formulated with a view to expanding economic and technological cooperation and exchange with foreign countries
and providing administrative protection for the lawful rights and interests of the owners of the exclusive right of foreign agricultural
chemical products.

   Article 2 The “agricultural chemical products” as mentioned in these Regulations refers to synthetic agricultural chemicals used in agricultural
production such as herbicides, insecticides, fungicides, raticides and plant growth regulators produced by means of chemical synthesis.

   Article 3 Enterprises and other organizations or individuals from the country or the region, which has concluded bilateral treaty or agreement
with the People’s Republic of China on administrative protection of agricultural chemical products, may apply for administrative
protection of agricultural chemical products in accordance with these Regulations.

   Article 4 The competent administrative department of chemical industry under the State Council shall accept and examine applications for administrative
protection of agricultural chemical products, grant administrative protection to the agricultural chemical products which conform
with the provisions of these Regulations and issue to the applicants the certificates of administrative protection.

CHAPTER II APPLICATION FOR ADMINISTRATIVE PROTECTION

   Article 5 An agricultural chemical product to be applied for administrative protection shall meet the following requirements:

(1) Enjoying no protection of exclusive right in accordance with the provisions of the China’s Patent Law prior to January 1, 1993;

(2) Enjoying an exclusive right granted after January 1, 1986 and before January 1, 1993 to prohibit others from making, using or
selling it in the country where the applicant resides;

(3) Being not yet marketed in China prior to the date of filing the application for administrative protection.

   Article 6 The right to apply for administrative protection of an agricultural chemical product belongs to the owner of the exclusive right
of the agricultural chemical product.

   Article 7 An owner of the exclusive right of a foreign agricultural chemical product intending to apply for administrative protection shall
entrust an agency designated by the competent administrative department of chemical industry under the State Council to undertake
the matter.

   Article 8 An applicant shall provide the bilingual versions in Chinese and the original foreign language of the following documents:

(1) An application for administrative protection of the agricultural chemical product;

(2) A copy of the certificate issued by the competent authorities of the country where the applicant resides granting such exclusive
right;

(3) A copy of the document issued by the competent authorities of the country where the applicant resides approving the manufacturing
or sale of such agricultural chemical product;

(4) A copy of the contract for the manufacturing or sale of the agricultural chemical product in China formally signed between the
applicant and a Chinese enterprise with legal personality (including foreign-capital enterprise, Chinese-foreign equity joint venture,
and Chinese-foreign contracted joint venture).

   Article 9 Before or after applying for the administrative protection, the owner of the exclusive right of a foreign agricultural chemical product
shall apply to the competent administrative department of agriculture under the State Council for going through the registration
procedures in accordance with China’s laws and regulations.

CHAPTER III EXAMINATION AND APPROVAL OF ADMINISTRATIVE PROTECTION

   Article 10 Within 15 days from the date of receipt of the application documents for administrative protection, the competent administrative
department of chemical industry under the State Council, upon preliminary examination, shall handle the case in either of the following
manners according to the specific circumstances:

(1) Where the application documents are in conformity with the provisions of Article 8 of these Regulations, a notification of acceptance
shall be issued and announced;

(2) Where the application documents are not in conformity with the provisions of Article 8 of these Regulations, the applicant shall
be required to complete them within a time limit; if, on the expiry of the limit, the requirement is not met, the application shall
be deemed as not having been filed.

   Article 11 The competent administrative department of chemical industry under the State Council shall finish the examination within six months
from the date of receipt of the application documents, or from the date of receipt of the complementary documents stipulated in Article
10, Item (2) of these Regulations. If, under special circumstances, the examination cannot be finished within six months, the said
department shall promptly notify the applicant, give the reason therefor and properly prolong the examination time.

After examination, where the application is in conformity with the provisions of these Regulations, the administrative protection
shall be granted; where the application is not in conformity with the provisions of these Regulations, the administrative protection
shall be denied, with the reason therefor given.

   Article 12 Where an agricultural chemical product is granted with administrative protection, the competent administrative department of chemical
industry under the State Council shall issue the certificate of administrative protection and make an announcement.

CHAPTER IV DURATION, CESSATION, REVOCATION AND EFFECT OF ADMINISTRATIVE PROTECTION

   Article 13 The duration of administrative protection of an agricultural chemical product is seven years and six months, and begins from the
date on which the certificate of administrative protection is issued.

   Article 14 The owner of the exclusive right of a foreign agricultural chemical product shall pay an annual fee beginning with the year in which
the certificate of administrative protection of the agricultural chemical product is issued.

   Article 15 In any of the following cases, the administrative protection shall cease before the expiration of its duration:

(1) Where the exclusive right of an agricultural chemical product proves invalid or becomes invalid in the country where the applicant
resides;

(2) Where the owner of the exclusive right of an agricultural chemical product does not pay an annual fee as prescribed;

(3) Where the owner of the exclusive right of an agricultural chemical product waives the administrative protection by a written declaration;

(4) Where the owner of the exclusive right of an agricultural chemical product does not apply to the competent administrative department
of agriculture under the State Council for going through the registration procedures within a year from the date on which the certificate
of administrative protection of the agricultural chemical product is issued.

   Article 16 After the certificate of administrative protection of an agricultural chemical product has been issued, any organization or individual
that believes the grant of administrative protection to that product not in conformity with the provisions of these Regulations may
request the competent administrative department of chemical industry under the State Council to revoke the administrative protection
of the product in question. The owner of the exclusive right of the product that is not satisfied with the revocation decision made
by the said department may institute legal proceedings in a people’s court.

   Article 17 The cessation or revocation of the administrative protection of an agricultural chemical product shall be announced by the competent
administrative department of chemical industry under the State Council.

   Article 18 In case of any manufacture or sale of an agricultural chemical product without authorization of the owner of the exclusive right
of the agricultural chemical product who has obtained administrative protection, the owner of the exclusive right of the agricultural
product may request the competent administrative department of chemical industry under the State Council to check the infringing
act; the owner of the exclusive right of the agricultural chemical product that claims for economic compensation may institute legal
proceedings in a people’s court.

CHAPTER V SUPPLEMENTARY PROVISIONS

   Article 19 The competent administrative department of chemical industry under the State Council shall take measures to keep secret of the materials
provided by applicants which require to be kept secret.

   Article 20 A fee shall be paid as prescribed for filing the application for administrative protection of agricultural chemical products and
fulfilling any other relevant procedures with the competent administrative department of chemical industry under the State Council.

   Article 21 The rules for the implementation of these Regulations shall be formulated by the competent administrative department of chemical
industry under the State Council.

   Article 22 The competent administrative department of chemical industry under the State Council shall be responsible for the interpretation
of these Regulations.

   Article 23 These Regulations shall enter into force as of January 1, 1993.

    






INTERIM PROVISIONS ON THE MANAGEMENT OF THE ISSUING AND TRADING OF STOCKS






Interim Provisions on the Management of the Issuing and Trading of Stocks

     (Effective Date:1993.04.22–Ineffective Date:)

CONTENTS

CHAPTER ONE GENERAL PROVISIONS CHAPTER TWO ISSUING OF STOCKS CHAPTER THREE TRADING OF STOCKS CHAPTER FOUR BUY OUT CHAPTER FIVE SAFEKEEPING,
SETTLEMENT AND TRANSFER CHAPTER SIX INFORMATION REVEALED BY LISTED COMPANIES CHAPTER SEVEN INVESTIGATION AND PUNISHMENT CHAPTER EIGHT
ARBITRATION OF DISPUTES CHAPTER NINE SUPPLEMENTARY PROVISIONS

CHAPTER ONE GENERAL PROVISIONS

   Article 1. This set of provisions is formulated with a view to meeting the needs of the development of the socialist market economy and the
establishment and development of a unified and highly-efficient national stock market, protecting the legitimate rights and interests
of investors and the social and public interests and promoting the development of the national economy.

   Article 2. The issuing and trading of stocks and related activities within the territory of the People’s Republic of China shall abide by the
provisions.

The provisions apply to securities which have the same nature and functions as stocks.

   Article 3. The issuing and trading of stocks shall observe the principle of being open, fair, honest and trustworthy.

   Article 4. The issuing and trading of stocks shall not impinge the State owned property to safeguard and ensure the principal position of the
socialist public ownership.

   Article 5. The Securities Committee of the State Council (SCSC) is the principal organization to exercise unified management and control of
the stock markets in the whole country according to law and provisions. The China Securities Supervision and Management Committee
(CSSMC) is the managing hand of the SCSC to exercise supervision and control of the issuing and trading of stocks according to law
and regulations.

   Article 6. The provisions for the issuing and trading of special stocks in Renminbi shall be formulated separately.

Issuing and listing of stocks abroad through direct or indirect means by enterprises within the territory of the People’s Republic
of China shall be examined by and get approval from the SCSC. Specific provisions in this regard shall be worked out separately.

CHAPTER TWO ISSUING OF STOCKS

   Article 7. Issuers of stocks shall be limited liability companies which have been qualified to issue stocks.

The limited liability companies mentioned above include those which have been already established and which have got the approval
to establish.

   Article 8. In establishing a limited liability company and applying for issuing stocks to the public, the following requirements shall be met:

1. The production and management shall conform to the industrial policies of the State;

2. Only one kind of common stocks to be issued, with equal rights for equal shares;

3. The promoter’s stock shall constitute not less than 35 percent of the total stock capital planned to be issued by the company;

4. Of the total stock capital to be issued by a company, the promoter’s share shall not be less than RMB30 million, except otherwise
provided for by the State;

5. The part to be issued to the public shall not be less than 25 percent of the total stock capital to be issued and the part to be
issued to the staff members and workers of the company shall not exceed 10 percent of the amount to be issued to the public. If the
total amount of stocks planned to be issued exceeds RMB400 million, the CSSMC may reduce the proportion to be issued to the public
according to provisions, but the minimum proportion shall not be less than 10 percent of the total stocks;

6. The promoter commits no major acts against the law within the last three years; and

7. Other requirements as provided for by the SCSC. Article 9. Apart from the requirements listed above, an enterprise must also meet
the following conditions when applying for changing into a limited liability company and issuing of stocks:

1. The net assets account for no less than 30 percent of the total assets and the intangible assets account for no higher than 20
percent of the net assets at the end of the year prior to the stock issuing except otherwise provided for by the SCSC;

2. The company has been making profits for three years running prior to the stock issuing.

When a State-owned enterprise is restructured into a limited liability company and applies for issuing stocks publicly, the proportion
of shares to be owned by the State in the total stock shall be provided for separately by the State Council or a department authorized
by the State Council.

   Article 10. For an increase of equity, a limited liability company must conform to the following conditions apart from those listed in the preceding
articles of 8 and 9:

1. The proceeds from the previous stock issue are used profitably in full compliance with what is provided for in the prospectus concerned;

2. The interval from the previous stock issue shall be no less than 12 months;

3. The company has committed no major violations of the law since its previous stock issue; and

4. Other requirements as provided for by the SCSC.

   Article 11. In raising stocks for fixed purposes, the following conditions shall be met apart from the ones listed in Articles 8 and 9:

1. The proceeds from the fund raising are use profitably in full compliance with what is provided for in the prospectus concerned;

2. The interval from the previous stock issue shall be no less than 12 months;

3. The company has committed no major violations of the law since its previous stock issue;

4. Stock options for staff members and workers of the company shall have been issued according to the prescribed scope and put in
the trusteeship of security organizations designated by the State; and

5. Other requirements provided for by security organizations.

   Article 12. In applying for issuing stocks, the following procedures shall be followed:

1. Applicants shall firstly invite accountants offices, assets appraisal organizations, lawyers’ offices and other professional institutions
to examine and appraise their credit status, assets and financial situation and prepare proposals of legal effect and, with the proposals,
file applications with the people’s governments of provinces, autonomous regions, municipalities under the direct administration
of the central government and cities practicing separate plans (hereinafter referred to as “local governments”) or central departments
in charge of enterprises;

2. According to scales of issues as set by the State, local governments shall conduct examination and approval for local enterprises
and the central departments in charge shall conduct examination and approval for central enterprises upon consultation with the local
governments in places where the enterprises are located. The local governments and the central departments in charge shall take decisions
within 30 work days starting from the date in which applications are received and copy and submit the decisions to the SCSC; and

3. Approvals to the applications shall be sent to the CSSMC for review and the latter shall give results of the review within 20 days
after the approvals are received to the SCSC. After consent of the CSSMC, applicants shall file applications with the listing committees
of stock exchanges and begin to issue stocks after the listing committees approve to accept their stocks.

   Article 13. In applying for issuing stocks with local governments or central departments in charge, an enterprise shall produce the following
documents:

1. An application;

2. Agreement for the issue made at promoters meetings or the meetings of stock holders;

3. Documents for approving the establishment of a limited liability company;

4. Business license or registration certificate for start up of the company granted by the departments for the administration of industry
and commerce;

5. Articles of association or draft articles of association;

6. Prospectus;

7. Feasibility study report on the application of the funds and documents of approval issued by government departments concerned for
fixed assets investment projects that needs funds or other conditions provided by the State;

8. Financial reports for the last three years or since its setup, which have been audited by accountants offices and the audit reports
signed and sealed by at least two registered accountants and their offices;

9. Proposals of legal effect signed or sealed by at least two lawyers and their office;

10. An asset appraisal report signed and sealed by at least two professional rating personnel and their office, a capital rating report
signed and sealed by at least two registered accountants and their office, and the document of confirmation produced by the department
for the control of State property if it concerns State assets;

11. Underwriting plan and underwriting agreement;

12. Other documents required by local governments or central departments in charge of enterprises.

   Article 14. In submitting the approved applications for review by the CSSMC, the following documents are required apart from those listed in
Article 13:

1. Document of approval issued by local government or central government department in charge of enterprises; and

2. Other documents as required by the CSSMC.

   Article 15. The prospectus mentioned in Article 13 should be made according to the requirements by the CSSMC and contain the following items:

1. Name and residence of the company;

2. Brief accounts of the promoter and issuer;

3. Purpose of raising funds;

4. The total amount of the current stock capital, the category and amount of stocks to be issued, face value and selling price of
each share, the net capital value for each stock before the issue and the net capital value of each stock after the issue, and expenses
and commissions for the issuing of stocks;

5. The number of stocks subscribed to by the promoter in the first issue, the structure of stock rights and certificate for capital
verification;

6. Name of the underwriter, the mode of underwriting and the amount to be underwritten;

7. Objects, time, location of the issue and the modes of subscription and payment;

8. Plan for using the funds raised and prediction of gain or loss and risks;

9. The short-term development plan of the company and the documents for the prediction of the gains for the next year examined and
certified by registered accountants;

10. Important contracts;

11. Major law suits concerning the company;

12. List and resumes of directors and supervisors of the board;

13. The situation of production and operations of the past three years or since its establishment and the basic accounts of the development
of related businesses;

14. The financial reports audited by the accountants offices over the past three years or since the establishment of the company and
the audit report signed and sealed by at least two registered accountants and the accountants offices to which they belong;

15. The application of the funds raised in the previous issue for companies which are to make additional issues; and

16. Other items required by the CSSMC.

   Article 16. It should be noted on the cover of the prospectus that:”The promoter shall guarantee that the prospectus is true, accurate and complete.
Any decision made by the government and State securities management departments concerning the current issue does not necessarily
show the substantial judgement or guarantee for the value of the stocks to be issued or the gains of investors.”

   Article 17. All the promoters or directors of the board and principal underwriters should put their signatures to the prospectus to ensure that
the prospectus contains no false and serious misleading statements or major omissions and promise to bear the joint responsibility.
Article 18. In performing their duties, registered accountants and their offices, professional appraisal personnel and their organizations,
lawyers and their offices shall follow their professional standards and ethic norms in producing documents for stock issuers and
carry out examination and verification of the truthfulness, accuracy and completeness of the documents produced.

   Article 19. Before getting the approval for issuing stocks, no one is allowed to reveal the contents of the prospectus in any form. After getting
the approval, the issuers should publish the prospectus between two and five work days before the underwriting period begins.

Issuers should provide prospectus to subscribers. Underwriting organizations should place the prospectus in their business sites and
are obliged to remind subscribers of reading the prospectus.

The prospectus is valid for six months, starting from the date when the signature of the prospectus is completed. After the prospectus
becomes invalid, the issuing of stocks must stop immediately.

   Article 20. Stocks to be issued to the public shall be underwritten by securities management organizations. Underwriting may be conducted by
way of contract or by acting as an agent.

Issuers should sign an underwriting agreement with the securities management organizations and the agreement should contain the following:

1. Name, residence and legal representatives of the parties concerned;

2. Mode of underwriting;

3. Categories, quantities and amount and selling prices of stocks to be underwritten.

4. The starting and ending dates of underwriting;

5. The date and mode of payment for underwriting;

6. Calculation, mode of payment and date of expenses for underwriting;

7. Responsibilities for breach of contract; and

8. Other matters named to be agreed upon.

The principles for collecting underwriting fees shall be fixed by the CSSMC.

   Article 21. In contracting for underwriting, the securities management organizations should verify the truthfulness, accuracy and completeness
of the prospectus and other related publicity materials. If the documents are found to contain false and seriously misleading statements
or major omission, they should not issue offer invitation or offers. If the offers have been issued, the selling activities must
be stopped immediately and at the same time remedial measures shall be taken.

   Article 22. If the total face value of stocks to be issued to the public has exceeded RMB30 million or the total amount to be sold is expected
to exceed RMB50 million, the issue shall be underwritten by an underwriting group.

An underwriting group is made of at least two underwriting organizations. The principal underwriter shall be determined by the issuer
through competitive bidding or consultation according to the principle of fair competition. The principal underwriter should sign
an underwriting group agreement with other sub-underwriters.

   Article 23. If the total face value of stocks to be issued to the public has exceeded RMB100 million or the total amount to be sold is expected
to exceed RMB150 million, the number of underwriters of place other than the locality in the underwriting group and the quantities
to be sold elsewhere should take a rational proportion.

Elsewhere mentioned in the preceding paragraph is referred to places outside the province, autonomous region and municipalities under
the administration of the central government in which the issuer is located.

   Article 24. The period of underwriting shall not be less than ten days or exceed 90 days.

Within the underwriting period, the underwriters shall try to sell out the stocks underwritten and shall not be allowed to retain
stock underwritten.

Upon the expiry of the underwriting period, the stocks remaining unsold shall be disposed of according to the underwriting agreement
by way of contract or by acting as an agent.

   Article 25. In issuing applications for shares to the public, underwriting organizations or organizations they have entrusted are not allowed
to collect fees higher than the cost for the printing and issuing of the application forms or limit the qualities of application
forms to be issued.

When the subscribed amount has exceeded the total quantities planned to be issued to the public, the underwriting organizations shall
adopt the proportional sales, or rationed sales according to fixed proportions or selling by drawing lots according to the principle
of fairness. In drawing lots, the underwriting organizations should carry out the lot drawing publicly in the prescribed date, under
the supervision by notary organizations and according to the prescribed procedures and sell the stocks to winners.

No units or individuals other than the underwriting organizations or organizations they have entrusted are allowed to issue or resell
application forms for shares.

   Article 26. Underwriting organizations should submit written reports on the underwriting to the CSSMC within 15 days after the expiry of the
underwriting period.

   Article 27. In issuing offer invitations or offers or selling the stocks of the issuers in their own hands to the public other than the issuers
after the underwriting period, the securities management organizations shall get the approval of the CSSMC and conduct it in prescribed
procedures.

   Article 28. If the issuer uses the new stocks to trade back the stocks already issued and such trading does not involve, directly or indirectly,
the occurrence of expenses, this set of provisions do not apply.

CHAPTER THREE TRADING OF STOCKS

   Article 29. Trading of stocks shall be conducted at stock exchanges approved for stock trading by the CSSMC.

   Article 30. For listing of stocks, a limited liability company must meet the following requirements:

1. Its stocks have been issued to the public;

2. The total capital stock after the issue shall not be less than RMB50 million;

3. There are at least 1,000 individual stock holders who hold each more than RMB 1,000 of stocks in par value to give the total par
value of the shares not less than RMB 10 million.

4. The company make profits for the recent three years in a run. For a limited company formed through restructuring of an enterprise,
the original enterprise shall make profits for the latest three years in a run. A newly created limited company is an exception.

5. Other requirements as provided for by the SCSC.

   Article 31. A limited liability company who has met the requirements listed in the preceding article can file an application with the listing
committee of the stock exchange for listing its stocks at a stock exchange. The listing committee shall give a reply or the approval
to the application within 20 work days after the receipt of the application and, if approves, fix the time of listing. The document
of examination and approval shall be submitted to the CSSMC for the record and a copy shall be submitted to the SCSC.

   Article 32. In applying for the listing of its stocks, a company shall produce the following documents:

1. An application;

2. Document of registration;

3. Document of approval for openly issuing stocks;

4. The financial report which has been audited by an accountants office of the latest three years or since its establishment and the
audit report signed and sealed by at least two registered accountants and the office for which they work;

5. A recommendation by a member of the stock exchange;

6. The latest prospectus; and

7. Other documents as required by the stock exchange.

   Article 33. After a company has been approved to list its stocks, it should publish a listing announcement and the documents listed in Article
32.

   Article 34. The listing announcement should, apart from the main contents of the prospectus mentioned in Article 15 of this set of provisions,
include the following items:

1. The date of approval and the index of the document of approval for listing the stocks;

2. Conditions of issue, structure of stock rights and the list of the ten biggest stock holders and the total amount of stocks they
hold;

3. The resolution made in the founding meeting of the company or the shareholders conference to approve the listing of the stocks;

4. The resumes of the directors, supervisors and senior management personnel and the amounts of company stocks they hold;

5. The performance and financial situation in the latest three years of the company and the projected profit-making of the next year;
and

6. Other materials required by the stock exchange.

   Article 35. Registered accountants and their offices, professional appraisal personnel and their organizations, lawyers and their offices should
examine and verify the truthfulness, accuracy and completeness of all the documents they produce in accordance with their professional
standards and ethic norms.

   Article 36. The transfer of State-owned shares shall be approved by the State department concerned and the specific measures for such transfer
shall be worked out separately.

In transference, no harm shall be made on the right and interests of the State on such stocks.

   Article 37. Stock exchanges and organizations for securities safekeeping, liquidation, transfer, registration and securities management should
ensure equal treatment for local trustees as well as outside trustees and no discrimination or restriction against the latters.

   Article 38. If the directors, supervisors, senior management personnel or legal person shareholders who each holds more than 5 percent of the
voting stocks sell the stocks of the company they hold within six months after they bought in or buy in after six months of selling
out, the profits they make shall belong to the company.

The preceding provision applies to the directors, supervisors, senior management personnel and legal person shareholders of the company
who each holds over 5 percent of the voting stocks of the company.

   Article 39. The employees and management personnel in the securities trade and other people forbidden by the State to trade stocks shall not
hold and trade stocks directly or indirectly, except the trading of securities of investment funds approved for issue.

   Article 40. Professional personnel who have produced the audit reports, assets appraisal reports and legal proposals for issuing stocks shall
not buy or hold the stocks within the underwriting period and in the six months after the expiry of the underwriting period.

Professional personnel who have produced the audit reports, assets appraisal reports and legal proposals for the listing companies
shall not buy or hold the stocks of the publication of the audit reports, the assets appraisal reports and legal proposals.

   Article 41. Without approval according to relevant provisions of the State, a limited liability company is not allowed to buy back the stocks
it has issued.

   Article 42. Without the prior approval of the SCSC, no one is allowed to trade the futures option and futures of stocks and their indices.

   Article 43. No financial organization is allowed to provide loans for stock trading.

   Article 44. Securities management organizations are not allowed to lend the stocks of customers to others or use them as collateral securities.

   Article 45. The securities management organizations which have been approved to handle at least two items of businesses such as securities operations,
acting as an agent for securities and the management of investment funds should separate its staff members, funds and accounts of
different operations.

CHAPTER FOUR BUY OUT

   Article 46. No individual is allowed to hold more than five per thousand of the common shares issued by a listed company. The part that exceeds
five per thousand shall be purchased by the listed company at the original purchase price by the holder or the market price which
is lower after getting the approval from the CSSMC. However, if the exceeded part is due to the later reduction of the total shares
issued, it is allowed to be held within a reasonable period of time without having to be purchased.

Such a limitation shall not apply to the B shares in Renminbi and shares issued abroad held by individuals from Hong Kong, Macao,
Taiwan and abroad.

   Article 47. If a legal person has held, directly or indirectly, more than five percent of the common shares issued by a listed company, a written
report and announcement should be submitted to the listed company, the stock exchange and the CSSMC within three work days since
the holding. However, if the exceeded part is due to a later reduction of the total amount of common shares issued by the company,
it is allowed to be held within a reasonable period of time.

If a legal person holds more than five percent of the common shares issued by a listed company, a written report and announcement
should be submitted to the company, the stock exchange and the CSSMC within three work days starting upon an increase or reduction
of holding of such shares in an amount reaching two percent of the total amount of the common shares issued.

A legal person is not allowed to buy or sell such shares directly or indirectly before or within two work days of the submission of
the above said report and announcement.

   Article 48. As soon as a legal person other than the promoters holds 30 percent or more of the common shares issued by a listed company, it shall
issue an offer of buying out in cash the shares of the company at a higher price of the two listed below:

1. The highest price paid for the shares by any buyout within 12 months before the present buyout offer is made;

2. The average market price of such shares within 30 days before the buyout offer is made.

The shareholder concerned is not allowed to again purchase such shares before the offer is made.

   Article 49. A written report should be submitted to the CSSMC before an offer of buyout is made. At the same time of making an offer, a report
should be sent to the purchase offerees and the stock exchange with the related information about the offerer and the offer and ensure
that the materials are true to facts, accurate and complete, without any misleading effect.

The validity period of a buyout offer shall be no less than 30 work days upon the offer is made. The offerer shall not withdraw the
buyout offer within 30 days upon the offer is made.

   Article 50. All the conditions laid down in a buyout offer equally apply to all holders of the same kinds of shares.

   Article 51. The buyout is recognized failure when the offerer of the buyout still holds less than 50 percent of the total amount of common shares
issued by the listed company upon the expiry of the offering period and before a new offer to be made, the offerer is not allowed
to buy each year more than five percent of the total common shares issued by the listed company.

If an offerer succeeds in holding more than 75 percent of the total shares issued by a listed company upon the expiry of the offer,
the listed company shall cease to trade its shares at the stock exchange.

If the amount of shares purchased by a buyout offerer is less than the total addressed in the offer, the offerer shall purchase shares
from the offerees to the amount set.

If the amount of shares purchased by the buyout offerer has reached 90 percent of the total shares issued by the listed company upon
the expiry of the offering period, holders of the remaining shares have the right to force the sale of their shares under the same
conditions.

   Article 52. Should any change be made in main conditions of the offer after the offer made, the buyout offerer shall notify the offerees immediately
by way of holding press briefings, publishing the alterations in newspapers or magazines or through other ways.

The buyout offerer is not allowed to purchase the same kind of shares under the conditions other than those prescribed in the offer
during the offering period and within 30 days after the expiry of the offer.

Buyout offerees have the right to withdraw their intended acceptance of the offer before the offer become invalid.

CHAPTER FIVE SAFEKEEPING, SETTLEMENT AND TRANSFER

   Article 53. Shares shall be registrated in names. Shares may be listed in books or printed in coupons. The lists of shares in books shall be
safekept by organizations designated by the CSSMC. The printed shares needed to be kept in a whole packet should also be kept by
organizations designated by the CSSMC.

   Article 54. Without written consent of a shareholder, the share keeping organization is not allowed to lend the shares of the shareholder to
others or use them as collateral.

   Article 55. Clearing houses of securities shall formulate their own operational procedures and internal managing rules for stock settlement and
transfer according to the principle of convenience, safety and fairness.

Clearing houses of securities shall accept members according to the principle of fairness.

   Article 56. Securities safekeeping, settlement, transfer and registration organizations shall accept the supervision and control by the CSSMC
in their operations.

CHAPTER SIX INFORMATION REVEALED BY LISTED COMPANIES

   Article 57. Listed companies shall provide the CSSMC and the stock exchanges with the following documents:

1. A medium-term report provided within every 60 days after the end of the first six months of each accounting year;

2. An annual report audited by registered accountants provided within every 120 days after the end of each accounting year.

The medium-term and annual reports shall be compiled in full accordance with the provisions of the national accounting system and
the CSSMC and signed by a director or a manager authorized by the listed company and affixed with the seal of the listed company.

   Article 58. The medium-term report listed in Article 57 shall contain the following:

1. Financial statement of the company;

2. An analysis of the financial situation and operational achievements by the company’s managing department;

3. Matters concerning major law suits involving the company;

4. Changes of the outstanding capital stocks;

5. Major matters submitted by the company to voting shareholders for examination; and

6. Other matters required to be specified by the CSSMC.

  &nbsp

CIRCULAR OF THE STATE COUNCIL REGARDING THE AMENDMENTS OF THE POLICY OF THE TARIFF AND THE TARIFF REDUCTION AND EXEMPTION ON IMPORTED SMALL MOTOR VEHICLES

Category  CUSTOMS Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1993-12-22 Effective Date  1994-01-01  


Circular of the State Council Regarding the Amendments of the Policy of the Tariff and the Tariff Reduction and Exemption on Imported
Small Motor Vehicles



(December 22, 1993)

    The tariff rates in China on imported small motor vehicles (exclusively,
saloon cars, wagons, cross-country jeeps, minivans, utility vehicles, the
same hereinafter) are relatively high at present while the policies on
tariff reduction and exemption are too many and considerably unrestricted,
which are not conducive to regulating the importation
of small motor vehicles
and to promoting the development of domestic automobile industry. Therefore,
the State Council has decided to amend the tariff rates and policies of
tariff reduction and exemption on imported small motor vehicles so as to
strictly control the tariff reduction and exemption, and to carry out the
macro-administration on imported small motor vehicles in accordance with
a unified taxation policy. The provisions made are hereby notified as
follows:

    1. To reduce the tariff rates on imported small motor vehicles properly.
The tariff rates of the small gasoline motor vehicles with a cylinder
capacity not exceeding 3,000cc and the small diesel motor vehicles with a
cylinder not exceeding 2,500cc shall be cut down from 180% to 110%, and of
the small gasoline motor vehicles with a cylinder capacity exceeding 3,000cc,
and of the small diesel motor vehicles with a cylinder capacity exceeding
2,500cc shall be cut down from 220% to 150%.

    2.The import duty, value-added tax paid at the time of importation and
other charges shall be levied by the customs on small motor vehicles imported
by any organizations and individuals except those which are presented gratis
by international organizations and foreign governments, or imported by
organizations and individuals according to the international treaties China
has concluded with or acceded to, and in terms of agreements concluded
between the Chinese government and foreign governments, may have the treatment
of tariff reduction and exemption.

    3. This Circular shall be promulgated by the Customs General
Administration and effective on January 1, 1994. But the terms of validity
of tariff reduction and exemption on the small motor vehicles, which have
been ratified with certificates issued by department concerned but not yet
imported pursuant to regulations before Dec. 31, 1993, may be extended to
March 31, 1994 accordingly. All cases must be subject to the provisions of
this Circular after the deadline.

    4. Any relevant provisions of former documents issued by the State Council
or various departments of the State Council which are inconsistent with the
provisions of the present Circular shall cease to be effective without
exception.






CIRCULAR OF THE MINISTRY OF FINANCE CONCERNING PRINTING AND DISTRIBUTING THE RULES FOR THE IMPLEMENTATION OF THE INTERIM REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON VALUE-ADDED TAX

The Ministry of Finance

Circular of the Ministry of Finance Concerning Printing and Distributing the “Rules for the Implementation of the Interim Regulations
of the People’s Republic of China on Value-added Tax”

CaiFaZi [1993] No.38

December 25, 1993

Ministries and directly subordinate institutions of the State Council, people’s governments of various provinces, autonomous regions,
municipalities directly under the Central Government, finance departments (bureaus) of various provinces, autonomous regions, municipalities
directly under the Central Government, municipalities separately listed on the State plan, branches of the State Administration of
Taxation:

“Rules for the Implementation of the Interim Regulations of the People’s Republic of China on Value-added Tax” is now deliver to you,
please carry out seriously. Attachment:Rules for the Implementation of the Interim Regulations of the People’s Republic of China on Value-added Tax

Article 1

The rules are formulated according to the provisions of Article 28 of the Interim Regulations of the People’s Republic of China on
Value-added Tax (hereinafter referred to as “regulations”).

Article 2

The term “goods” mentioned in Article 1 of the regulations refers to tangible assets, including electric power, thermal power and
gas.

The term “processing” mentioned in Article 1 of the regulations refers to goods processed on a commissioned basis, that is, the consignee
processes the goods with the raw and principal materials provided by the consignor for an amount of processing fee.

The term “repairs” mentioned in Article 1 of the regulations refers to the act to restore goods that have been damaged and lost their
original functions under commission to their original state and functions.

Article 3

The term “sell goods” mentioned in Article 1 of the regulations refers to the paid transfer of the ownership of goods.

The term “provide labor services for processing or repairs” mentioned in Article 1 of the regulations refers to “providing paid labor
services for processing and repairs”. It does not include labor services for processing and repairs provided by staff members of
a unit or an employer.

The term “paid” mentioned in the rules includes money, goods or other economic interests obtained from the buyers.

Article 4

The following acts committed by units or individual business people shall be regarded as selling goods:

1.

Commission goods to others for selling;

2.

Sell goods on a commissioned basis;

3.

Taxpayers with more than two organizations in consolidated accounting transfer goods from one organization to another for sales, except
that the relevant organizations are in the same county (city);

4.

Use goods of self-made or processed under commission in non-taxable items;

5.

Transfer goods of self-made, processed under commission or purchased from others to other units or individual business people as investment;

6.

Distribute goods of self made, processed under commission or purchased from others to stock holders or investors;

7.

Use goods of self-made or processed under commission for collective welfare or individual consumption; and

8.

Donate to others of goods of self-made, processed under a commission or purchased from others.

Article 5

A sale involving both goods and non-taxable labor services is regarded as a mixed sale. A mixed sale made by an enterprise, an enterprising
unit or an individual business people engaging in production, wholesale or retail sales is regarded as a sale of goods and value-added
tax shall be levied. A mixed sale made by other units and individuals shall be regarded as a provision of non-taxable labor services
and no value-added tax shall be levied.

Whether a sale of a taxpayer can be regarded as a mixed sale shall be subject to the determination of tax collecting organs under
the State Administration of Taxation.

The term “non-taxable labor services” mentioned in this article refers to labor services in the areas of transportation, construction,
finance and insurance, posts and telecommunications, culture and sports, recreation and services that are subject to business tax.

“An enterprise, an enterprising unit or an individual business people engaging in production, wholesale or retail sales” mentioned
in this article include those enterprises, enterprising units and individual business people that mainly engage in production, wholesales
or retail sales but also concurrently engage in non-taxable labor services.

Article 6

A taxpayer engaging concurrently in non-taxable labor services should keep separate accountings on sales of goods, taxable labor services
and non-taxable labor services. If the accountings cannot be accurately separated, the value-added tax shall be levied on non- taxable
labor services consolidatedly with those on goods or taxable labor services.

Whether or not the value-added tax shall be levied consolidatedly for a taxpayer concurrently engaging in non-taxable labor services
shall be subject to the determination of the tax collecting organs under the State Administration of Taxation.

Article 7

“Sell goods ….. within the territory of the People’s Republic of China” as mentioned in Article 1 of the regulations means that
the starting point for shipment or placement of the goods to be sold is within the territory of the People’s Republic of China (hereinafter
referred to as territory).

“Provide taxable labor services within the territory” mentioned in Article 1 of the regulations means that the labor services are
provided within the territory.

Article 8

“Units” mentioned in Article 1 of the regulations refer to State-owned enterprises, collectively-owned enterprises, private enterprises,
stockholding enterprises and other enterprises and administrative units, institutional units, military units, social organizations
and other units.

“Individuals” mentioned in Article 1 of the regulations refer to individual business people and other individual operators.

Article 9

For enterprises leased or contracted out for operation, the person or persons who lease it or the contractor or contractors are the
taxpayers.

Article 10

If a taxpayer sells goods or taxable labor services in different tax rates and concurrently provides non-taxable labor services which
are subject to consolidated value-added tax, the higher tax rate shall apply to non-taxable labor services.

Article 11

The amount of value-added tax returned to buyers due to purchase returns and allowances by taxpayers other than small scale taxpayers
(hereinafter referred to as “general taxpayers” ) should be deducted from the tax amount under the selling item of the period when
the goods are returned or rebated, and the amount of value-added tax returned due to purchase returns and allowances should be deducted
from the tax amount for incoming item of the period when the goods are returned or rebated.

Article 12

“Additional expenses” mentioned in Article 6 of the regulations refer to money collected from buyers, including commissions, subsidies,
funds, profits returned from fund raising, bonuses, contractual fines (interests on deferred payments), packaging fees, rents for
leasing packages, reserve expenses, fine quality fees, loading and unloading charges, funds collected on a commissioned basis, advance
money for another and money of other descriptions collected in addition to prices. But the following items are not included:

1.

The selling tax amount collected from the buyer;

2.

The amount of consumption tax withheld for taxable consumer goods processed on a commissioned basis; and

3.

Advance transport charges paid for another if the following requirements are met:

(1) The carrying unit provides the invoices for transport charges for the buying party;

(2) The taxpayer turns over the invoices to the buying party.

All the expenses in addition to prices, irrespective of the methods of accounting, shall be included in the sales volume and taxed
accordingly.

Article 13

For mixed sales made concurrently with the provisions of Article 5 and Article 6 of these rules, the sales volume should be the
total of the sales of goods and non-taxable labor services and the total of the sales volume of the goods or taxable and non-taxable
labor services.

Article 14

If a general taxpayer sells goods or adopts the pricing method of merging sales volume and selling tax amount, the sales volume should
be computed according to the following formula:

Sales volume = Sales volume containing tax/ (1 + Tax rate)

Article 15

If a taxpayer settles account of its sales volume in foreign currencies according to the provisions of Article 6 of the regulations,
the amount shall be converted to Renminbi according to the exchange rate (usually the medium rate) quoted by the State in the day
when the sales occur or on the first day of the month. The taxpayer should decide which conversion rate is to be adopted in advanced
and the rate once decided shall remain unchanged within a year.

Article 16

If a taxpayer is found to sell goods or provide taxable labor services at prices obviously on the low side without justifiable reasons
as mentioned in Article 7 of the regulations or commit an act of sales as defined in Article 4 of the rules but does not show the
sales volume, the sales volume shall be determined according to the following sequence of order:

1.

It shall be determined according to the averaged selling prices of similar goods of the month handled by the taxpayer;

2.

It shall be determined according to the averaged selling prices of similar goods in the latest period handled by the taxpayer;

3.

It shall be determined according to the composition tax assessment prices. The formula for composition tax assessment price is:

Composition tax assessment price = Cost * (1 + cost/ profit rate)

If the goods are subject to consumption tax, the composition tax assessment price should include the amount of consumption tax.

The cost in the formula refers to the actual production cost for goods produced by the taxpayer itself and to the actual procurement
cost for goods bought from elsewhere. The cost/profit rate mentioned in the formula shall be determined by the State Administration
of Taxation.

Article 17

The term “buying price” mentioned in item 3 of Article 8 of the regulations includes the prices of the non-taxable services paid
to the agricultural producers and the agricultural native produce tax paid by the taxpayer.

The price amount mentioned in the preceding paragraph refers to the price specified on the purchasing document approved for use by
tax authorities.

Article 18

For mixed sales and concurrent non-taxable labor services that are subject to value-added tax according to the provisions of Article
5 and Article 6 of the rules, if the incoming tax amount for the purchase of non-taxable labor services involved in the mixed sales
or the concurrent non-taxable labor services conforms to the provisions of Article 8 of the regulations, it is allowed to be written
off from the selling tax amount.

Article 19

The fixed assets mentioned in Article 10 of the regulations include:

1.

Machinery, equipment, means of transport and other equipment, instruments and devices associated with production and operations with
the term of use having exceeded one year;

2.

Articles other than principal equipment for production and operation with an unit value of exceeding RMB2,000 and having been used
for more than two years.

Article 20

The “non-taxable items” mentioned in Article 10 of the regulations refer to non-taxable labor services, transfer of intangible assets,
the selling of immovable properties and fixed assets under construction.

All the building structures newly built, rebuilt, expanded or repaired or decorated by a taxpayer belong to the fixed assets under
construction mentioned in the preceding paragraph no matter what accounting method is adopted.

Article 21

“Non-normal losses” mentioned in Article 10 of the regulations refer to losses other than normal in the process of production and
operations. They include:

1.

Losses from natural disasters;

2.

Losses from theft and deterioration due to mismanagement; and

3.

Other non-normal losses.

Article 22

If one of the cases listed in subparagraphs 2 to 6 of Article 10 of the regulations occurs for goods which have been bought in and
set off against the incoming tax amount or for taxable labor services, the incoming tax amount for such goods and labor services
should be deducted from the incoming tax amount of the period. If the incoming tax amount cannot be determined accurately, the deductible
incoming tax amount should be computed according to the real cost of the period.

Article 23

If a taxpayer concurrently engaging in tax-free items or non-taxable items (not including fixed assets under construction) is unable
to accurately separate the income tax amount that should not be set off, the income tax amount that should not be set off should
be computed according to the following formula:

Non-deductible incoming tax amount = All incoming tax amount of the month * Total of the sales amount of the tax-free items and turnover
of non-taxable items of the month/ Total of the sales volume and business turnover of the month

Article 24

The standards for small-scale taxpayers as mentioned in Article 11 of the regulations are:

1.

For taxpayers engaging in goods production or providing taxable labor services and taxpayers mainly in goods production or providing
taxable labor services and concurrently doing wholesale or retail sales, the annual sales volume that is subject to value-added tax
(hereinafter referred to as taxable sales volume) is less than RMB 1 million;

2.

For taxpayers engaging in wholesale or retail sales, the annual taxable sales volume is less than RMB 1.8 million.

Individuals, non-enterprise units or enterprises not often committing taxable acts whose annual taxable sales volumes exceed the standards
for small-scaled taxpayers shall be taxed as small-scaled taxpayers.

Article 25

The sales volume of a small-scale taxpayer does not include its taxed amount.

If a small-scale taxpayer adopts the method of pricing by combining sales volume and taxed amount in selling goods or providing taxable
labor services, its sales volume shall be computed according to the following formula:

Sales volume = Sales volume containing tax/ (1 + Tax rate)

Article 26

If a small-scale taxpayer returns the sales volume to the buyers due to purchase returns or allowance, the volume should be deducted
from the sales volume of the period when the purchase returns or allowances occur.

Article 27

The reference about “sound accounting system” mentioned in Article 14 of the regulations is the accurate accounting of selling tax
amount, incoming tax amount and taxed amount according to the requirements of the accounting system and tax authorities.

Article 28

An individual business people may be acknowledged as a general taxpayer if he meets the requirements listed in Article 14 of the
regulations and has the approval of the tax bureaus under the direct management of the State Administration of Taxation.

Article 29

A small-scale taxpayer once designated as a general taxpayer is not allowed to turn-back as a small-scale taxpayer.

Article 30

The taxed amount should be computed according to the sales volume and value-added tax rate and it is not allowed to set off against
incoming tax amount or to use special value-added tax invoices for a general taxpayer belonging to one of the following cases:

1.

The accounting system is not sound or no accurate tax data can be provided;

2.

The taxpayer meets the requirements of a general taxpayer but fails to apply for acknowledgment procedures.

Article 31

The tax-free items exempted for value-added taxes as mentioned in Article 16 of the regulations are:

1.

The term “agriculture” mentioned in subparagraph 1 refers to plant culture, breeding, forestry, animal husbandry and aquatic products.

Agriculture producers include units and individuals engaging in agricultural operations.

Agricultural products refer to the primary agricultural produce and the scope shall be determined by the tax bureaus directly under
the State Administration of Taxation.

2.

“Old and second-hand books” mentioned in subparagraph 3 refer to old books and second-hand books purchased from the society at large.

3.

Articles mentioned in subparagraph 8 refer to cruisers, motorcycles and goods other than cars subject to consumption tax.

Articles used refer to the articles used by others as mentioned in Article 8 of the rules.

Article 32

The starting point for levying value-added tax as mentioned in Article 18 of the regulations applies to individuals only.

The starting points for levying value-added tax are as follows:

1.

For selling goods, a monthly sales volume in the range of RMB 600-2,000;

2.

For providing taxable labor services, a monthly sales volume in the range of RMB 200-800;

3.

For paying taxes by installments, each sales volume (day) in the range of RMB 50-80.

Sales volume mentioned in the preceding paragraphs refers to the sales volume of small-scale taxpayers as mentioned in Paragraph 1
of Article 25 of the rules.

The tax bureaus directly under the State Administration of Taxation should fix the starting points for levying value-added tax for
their own areas in line with actual circumstances and submit them to the State Administration of Taxation for the record.

Article 33

The time for tax obligations in selling goods or taxable labor services as provided for in subparagraph 1 of Article 19 of the regulations
should be defined according to different methods of settlements as:

1.

For cases of selling goods with direct payment, no matter whether the goods are dispatched or not, the time is set at the very day
when the bill of lading is handed over to the buying party and the sales volume or document for sales volume is received;

2.

For cases of entrusting receipt of payment to others or banks, the time is set at the very day when the goods are sent and collection
procedures are completed;

3.

For cases of credit or installment sale, the time is set at the day as agreed by contracts;

4.

For cases of advance payment, the time is set at the day when the goods are dispatched;

5.

For cases of consignment sales, the time is set at the day when the consignment purchase list is received;

6.

For cases of providing taxable labor services, the time is set at the day when payment or document for payment is received;

7.

For cases of sales as listed in subparagraphs 3 to 8 of Article 4 of the rules, the time is set at the day when the goods change
hands.

Article 34

For sales of taxable labor services made within the territory of China by a unit or individual outside China of no operating organizations
inside the territory, the agents of the latters will be the withholding agents and if there is no agent, the buyers will be the withholding
agents.

Article 35

If a household of no fixed operation sells goods or taxable labor services in places other than its residence and fails to file tax
returns with the tax authorities of the place of sales, the tax authorities of the place of its organization or residence will levy
tax in retrospect.

Article 36

Tax authorities mentioned in Article 20 of the regulations refer to the State Administration of Taxation and tax collecting agencies
under its administration.

The tax authorities in charge or tax collecting agents mentioned in the rules refer to the tax agencies above the level of the tax
bureaus under the administration of the State Administration of Taxation.

Article 37

The terms “less than” or “more than” mentioned in the rules all include the base figures.

Article 38

The rules shall be interpreted by the Ministry of Finance or by the State Administration of Taxation.

Article 39

The rules shall enter into force as of the date of the promulgation of the regulations. The Rules for the Implementation of the Regulations
(draft) of the People’s Republic of China on Value-Added Tax and the Rules for the Implementation of the Regulations (draft) of the
People’s Republic of China on Product Tax issued by the Ministry of Finance on September 28, 1984 shall be repealed simultaneously.

 
The Ministry of Finance
1993-12-25

 




CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON RESTATING ONCE AGAIN THE PROVISIONS CONCERNING THE PROMULGATION OF NATIONAL REGULATIONS AND POLICIES ON FOREIGN ECONOMIC RELATIONS AND TRADE

Category  FOREIGN TRADE Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1993-09-23 Effective Date  1993-09-23  


Circular of the General Office of the State Council on Restating Once Again the Provisions Concerning the Promulgation of National
Regulations and Policies on Foreign Economic Relations and Trade



(September 23, 1993)

    With a view to unifying the policies and scheme of our country on
foreign economic relations and trade, and enhancing the transparency of
administrative scheme on foreign economic relations and trade of our
country, the General Office of the State Council has issued the Circular
on Restating the Provisions Concerning the Formulation and Promulgation
of National Regulations and Policies on Foreign Economic Relations and
Trade. The following are hereby restated once again:

    1. The Ministry of Foreign Trade and Economic Cooperation shall be
the functional department under the State Council responsible for the
comprehensive administration for the national work of foreign economic
relations and trade. From now on, all national rules, regulations and
policies on foreign economic relations and trade shall be examined and
promulgated to the public by the Ministry of Foreign Trade and Economic
Cooperation (with the exception of those which need to be worked out in
the form of legislation or to be promulgated by the State Council).

    2. When the Ministry of Foreign Trade and Economic Cooperation is
formulating national regulations and policies on foreign economic
relations and trade relating to the sphere of functions and powers of
other relevant departments, it shall solicit opinions from the relevant
departments or consult with the relevant departments for jointly signing
and issuing; if it needs to ask the State Council for instructions, it
shall submit reports to the State Council for approval.

    3. Without authorization of the State Council, all localities and
departments shall not formulate and promulgate national regulations
and policies (which include catalogues of goods under import and export
prohibition or restriction). When the relevant regulations and policies
relating to the questions on foreign economic relations and trade are
formulated by various localities and departments within their respective
sphere of functions and powers, they shall base on, and shall not
conflict with the state’s laws and regulations on foreign economic
relations and trade.

    From the date of October 10, 1993, only the promulgated laws,
provisions, regulations, decrees, administrative directives and policies
on foreign economic relations and trade shall be implemented.






AGRICULTURE LAW

Agriculture Law of the People’s Republic of China

     (Adopted at the Second Meeting of the Standing Committee of the Eighth National People’s Congress on July 2, 1993, promulgated by
Order No.6 of the President of the People’s Republic of China on July 2, 1993, and effective as of July 2, 1993)

CHAPTER I GENERAL PROVISIONS

   Article 1 This Law is formulated with a view to ensuring the fundamental position of agriculture in the national economy, developing the socialist
market economy in rural areas, safeguarding the lawful rights and interests of agricultural production and operation organizations
and agricultural labourers, and promoting the continuous, steady and coordinated growth of agriculture.

   Article 2 The State adheres to the guiding principle of taking agriculture as the foundation in developing the national economy.

The State shall adopt measures to ensure the steady development of agriculture.

The main object in developing agriculture is to actively develop the socialist market economy in rural areas, further emancipate and
develop the rural productive forces, develop and utilize the rural labour force, land and various resources, increase effective supplies
of agricultural products, and satisfy the demands of the people’s life and the development of social economy; and on the basis of
the development of production, to increase the income of agricultural labourers, raise their living standards, build a new countryside
of common prosperity and civilization and gradually realize agricultural modernization.

“Agriculture” as mentioned in this Law means crop-plantation, forestry, animal husbandry and fishery.

“Agricultural production and operation organizations” mentioned in this Law mean agricultural economic collectives, State-owned agricultural
enterprises or other agricultural enterprises.

   Article 3 Land in rural and suburban areas is owned by collectives except for those portions belonging to the State, that is, to the whole
people, as stipulated by relevant laws. Forests, mountains, grasslands, unreclaimed lands, beaches, waters and other natural resources
are owned by the State, with the exception of the forests, mountains, grasslands, unreclaimed lands and beaches that are owned by
collectives in accordance with the law.

   Article 4 The right to the use of State-owned lands or collective-owned lands may be transferred according to law. No organization or individual
may appropriate, buy, sell or otherwise engage in the transfer of land by unlawful means.

People’s governments at various levels must value and make a rational use of land, and earnestly protect cultivated land. Acts of
unlawful appropriation of cultivated land or misuse of land shall be prohibited.

   Article 5 In rural areas, socialist economy under public ownership shall be taken as the main sector, and meanwhile diversified economic sectors
shall be developed jointly so as to prosper rural economy.

   Article 6 The State shall stabilize the rural responsibility systems, the main form of which is the household output-related system of contracted
responsibility, perfect the two-level operation system of the household contract responsibility system supplemented by unified management,
develop socialized service systems, expand actual strength of collective economy, and lead peasants to the road of common prosperity.

   Article 7 The State shall vitalize agriculture by relying on the progress of science and technology and on the development of education.

   Article 8 The State shall develop water conservancy undertakings and industries of means of agricultural production so as to ensure the material
supplies for the steady growth of agricultural production.

   Article 9 The State shall award the units or individuals that have made remarkable achievements in the development of agriculture.

   Article 10 People’s governments at various levels must attach great importance to the agricultural work, assume the responsibility of organizing
in a unified way all the relevant departments and the whole society to support agriculture, and well perform all the work related
to the development of agriculture and serving the development of agriculture.

The departments in charge of agriculture under the State Council shall, in accordance with their respective functions and duties,
be responsible for the nation-wide agricultural work. Other relevant departments under the State Council shall, within the scope
of their respective functions and duties, be responsible for the relevant nation-wide work in the service of agricultural production
and operation.

The departments in charge of agriculture under local people’s governments at or above the county level shall, in accordance with their
respective functions and duties, be responsible for the relevant agricultural work in their administrative areas. Other relevant
departments under local people’s governments at or above the county level shall, within the scope of their respective functions and
duties, be responsible for the relevant work in the service of agricultural production and operation.

CHAPTER II SYSTEM OF AGRICULTURAL PRODUCTION AND OPERATION

   Article 11 Collective-owned land shall be owned collectively by the peasants of the village according to law, and shall be operated and managed
by agricultural economic collectives of the village or by the villagers committee. Land that has already been under the ownership
of peasant economic collectives of a township (or town) may be owned collectively by the peasants of the township (or town).

If land collectively owned by the peasants of a village has been respectively under the ownership of two or more agricultural economic
collectives in the village, such land may be collectively owned by the peasants of the respective agricultural economic collectives.

   Article 12 Lands, mountains, grasslands, unreclaimed lands, beaches and water surfaces owned by collectives or the State and exploited by agricultural
economic collectives, may be contracted to individuals or collectives for agricultural production. State-owned or collective-owned
waste hills or unreclaimed lands suitable for afforestation may be contracted to individuals or collectives for afforestation. The
right of individuals or collectives to undertake operation by contract shall be protected by law. The party awarding contract and
the contractor shall conclude an agricultural contract to define the rights and duties of both parties.

   Article 13 Contractors shall, except as otherwise agreed upon in agricultural contracts, enjoy the decision-making power in production and operation,
the right of disposition of their products and the right of remuneration, and at the same time must fulfil the duties agreed on in
the contracts. In case a contractor contracts for afforestation of waste hills and unreclaimed lands suitable for afforestation,
provisions of the Forestry Law shall be followed.

With consent of the party awarding the contract, the contractor may, within the period of the contract, sub-contract the lands, mountains,
grasslands, unreclaimed lands, beaches and water surfaces he has contracted for, and may also transfer the rights and duties agreed
upon in the agricultural contract to a third party.

At the expiration of a contract, the contractor shall enjoy priority in further contracting for the lands, mountains, grasslands,
unreclaimed lands, beaches and water surfaces for which he originally contracted.

In case a contractor deceases during the term of a contract, the successor of the deceased contractor may continue the contract.

   Article 14 Agricultural economic collectives or villagers committees shall provide production services to individuals or collectives that have
contracted for the lands, mountains, grasslands, unreclaimed lands, beaches or water surfaces.

   Article 15 The State shall encourage individuals or collectives to contract to develop and rehabilitate waste hills, unreclaimed lands or waste
beaches, and shall protect the contractors’ lawful rights and interests.

   Article 16 Peasants shall pay taxes in accordance with the law, and pay the expenses retained for the village’s collective undertakings and
fees for unified management of township public undertakings according to law, and shall afford compulsory labours and accumulated
labours for the public undertakings in rural areas according to law.

   Article 17 The State shall protect the lawful properties of peasants or agricultural production and operation organizations from violation.

   Article 18 Any collection of fees from peasants or agricultural production and operation organizations by State organs for handling official
business must be based on laws or regulations or decisions made by the competent departments empowered by the State Council, or the
provisions of rules formulated by the people’s governments at the provincial level, and such rules must be reported to the State
Council for the record. The scopes and standards of such fees shall be made public and necessary inspections and checks shall be
carried out in light of the circumstances. Peasants or agricultural production and operation organizations shall have the right to
refuse to pay fees collected by State organs for handling official business without the basis of laws or regulations or decisions
made by the competent departments empowered by the State Council or the provisions of rules formulated by the people’s governments
at the provincial level.

Any imposition of fines upon peasants or agricultural production and operation organizations by State organs must be based on the
provisions of laws or regulations. Peasants or agricultural production and operation organizations shall have the right to refuse
to pay any fines imposed upon them by State organs without the basis of laws or regulations.

No apportionment shall be made by any State organs or units to peasants or agricultural production and operation organizations in
any form. Any exaction of manpower, financial resources or materials from peasants or agricultural production and operation organizations
shall be categorized as apportionment, except as otherwise provided in laws or regulations. And peasants or agricultural production
and operation organizations shall have the right to refuse apportionment in any form.

   Article 19 Raising funds from peasants or agricultural production and operation organizations must be carried out on voluntary basis, and no
compulsory fund-raising shall be practised. Peasants or agricultural production and operation organizations shall have the right
to refuse any compulsory fund-raising demanded by any State organs or units.

   Article 20 The State shall encourage agricultural economic collectives or other relevant organizations to develop various forms of socialized
service undertakings before, during or after agricultural production. Departments in fields such as finance, banking, science and
technology, and material resources shall provide support to socialized service undertakings of agricultural production.

CHAPTER III AGRICULTURAL PRODUCTION

   Article 21 The State shall take measures in the aspects of finance, means of agricultural production, technology and market information to assist
agricultural production and operation organizations or agricultural labourers in developing agricultural production.

   Article 22 The State shall guide agricultural production and operation organizations or agricultural labourers to adjust the structure of agricultural
production according to market demands, ensure steady growth of cotton and grain production, achieve all-round development of crop-plantation,
forestry, animal husbandry and fishery, and develop an agriculture with high yield, good quality and high benefits.

The State shall establish production bases of commodity grain and commodity cotton in a planned way.

   Article 23 People’s governments at various levels shall map out plans for comprehensive development of agriculture to develop agriculture in
width and depth and organize the implementation thereof.

   Article 24 People’s governments at various levels and agricultural economic collectives shall take measures to develop township and town enterprises
and tertiary industries so as to support the development of agriculture, and to transfer surplus agricultural labour force.

   Article 25 People’s governments at various levels and agricultural production and operation organizations shall map out plans and take measures
to organize the construction of irrigation and water conservancy works and shelter forests so as to ensure the steady expansion of
farmland with stable yields despite of drought or waterlogging.

   Article 26 People’s governments at various levels and agricultural production and operation organizations shall establish and perfect the management
system of irrigation and water conservancy works, develop water-saving irrigation facilities, strictly control the appropriation
of water resources for irrigation by non-agricultural construction projects and forbid any organizations or individuals to unlawfully
appropriate or destruct irrigation and water conservancy facilities.

   Article 27 The State shall encourage and support agricultural production and operation organizations or agricultural labourers to apply advanced
and suitable agricultural machinery for the purpose of raising the level of agricultural mechanization.

   Article 28 The State shall encourage and support the processing and comprehensive development and utilization of grains, increase the added
value of grains and improve the nutritive structure of people’s food.

   Article 29 People’s governments at various levels shall take measures to improve the abilities of battling against natural calamities in agriculture,
do a good job in preventing and fighting disasters and relieving the victims thereof, assist the victims to resume their production
and carry out mutual assistances and mutual relieves in the society; as to victims who can hardly secure their daily life, the people’s
governments at various levels shall organize them to provide for and help themselves by engaging in production, and shall extend
relieves and assistances to them.

The State shall give aids to poverty-stricken areas, help them to conduct economic exploitation and improve their conditions of economic
development.

   Article 30 People’s governments at various levels shall support the development of meteorological undertakings in the service of agriculture
and enhance the abilities of forecasting meteorological calamities.

   Article 31 The State shall encourage and assist the development of insurance undertakings for agriculture.

The principle of voluntariness shall be practised in agricultural insurance. No organization or individual may force any agricultural
labourer or agricultural production and operation organization to take out agricultural insurance.

   Article 32 The State shall practise a system of animal and plant epidemic prevention and quarantine. All organizations or individuals must abide
by the laws and administrative rules and regulations on animal and plant epidemic prevention and quarantine.

   Article 33 The State shall take measures of macro-regulation and control to maintain a reasonable price ratio between agricultural products
and the principal means of agricultural production such as chemical fertilizers, pesticides, agricultural plastic films, agricultural
machinery and diesel oil for agricultural use.

   Article 34 People’s governments at various levels and agricultural production and operation organizations shall establish and improve the safe-use
system of agricultural means of production such as pesticides, veterinary drugs and agricultural machinery which may endanger the
safety of persons or livestock, and shall educate agricultural labourers to ensure safety in production.

Any producer or seller of pesticides, veterinary drugs, chemical fertilizers, seeds, agricultural machinery, agricultural plastic
films and other agricultural means of production shall be responsible for the qualities of the products he produces or sells. Any
act of passing defective products off as high-quality ones, or passing fake products off as genuine ones, or passing substandard
ones off as standard ones, shall be prohibited. The production of such agricultural means of production as pesticides, veterinary
drugs and agricultural machinery, which the State has publicly ordered to be obsolete, shall be forbidden.

CHAPTER IV CIRCULATION OF AGRICULTURAL PRODUCTS

   Article 35 Market regulation shall be gradually practised in the purchasing or selling of agricultural products, and the State shall carry out
necessary macro-regulation and control in the purchasing or selling activities of major agricultural products relating to the national
economy and the people’s livelihood.

The State Council or the people’s governments of provinces, autonomous regions or municipalities directly under the Central Government
empowered by the State Council may entrust relevant management organizations with the purchase of the major agricultural products
relating to the national economy and the people’s livelihood. The variety and quantity of agricultural products, the purchase of
which is so entrusted, shall be prescribed by the State Council or by the people’s governments of provinces, autonomous regions or
municipalities directly under the Central Government empowered by the State Council.

The State Council may, when necessary, set the entrustment purchase prices of the specially designated agricultural products.

   Article 36 The State shall practise the protective purchasing price system and establish risk fund for the major agricultural products such
as grains relating to the national economy and the people’s livelihood.

The State shall practise a central and local multi-leveled storage and regulation system for the major agricultural products such
as grains relating to the national economy and the people’s livelihood, and set up reserve funds, establish and perfect the storage
and transportation system so as to guarantee the supply and stabilize the market.

   Article 37 The State-owned commercial organizations and the collective commercial organizations such as supply and marketing co-operatives shall
strengthen the construction of storage facilities, provide market information, improve the purchasing work, play a role of main channel,
and offer service to peasants in their selling of agricultural products.

The State shall encourage and guide peasants to engage in various forms of circulation activities of agricultural products. Agricultural
production and operation organizations and agricultural labourers may, in accordance with the relevant provisions of the State, engage
in activities of purchasing, processing, wholesaling, trafficking and retailing of agricultural products.

   Article 38 The State shall encourage and support enterprises, institutions and individuals to engage in transregional or inter-trade joint operational
activities in producing, processing or selling of agricultural products according to law.

   Article 39 The State shall support the establishment and development of rural fairs and wholesale markets for agricultural products.

Wholesale markets for agricultural products shall have transaction regulations. No administrator of wholesale market for agricultural
products may participate in the transactions of the wholesale market for agricultural products.

   Article 40 Agricultural production and operation organizations and other economic organizations properly qualified may acquire the managerial
power of foreign trade with approval granted in accordance with the regulations of the State Council, and engage in import and export
trade of agricultural products.

   Article 41 People’s governments at or above the county level shall organize the relevant departments and units such as those of finance, banking,
grain, supply and marketing to raise in time enough funds for purchasing agricultural products. No unit or individual may intercept
or misappropriate such funds.

Units purchasing agricultural products must, at the time of purchasing, pay off the money to the agricultural production and operation
organizations or peasants who sell their agricultural products.

No units purchasing agricultural products may, at the time of purchasing, beat down the grade or price of agricultural products or
deduct any costs from the payment. Any withholding of taxes to be made under laws or administrative rules and regulations shall be
handled in accordance with the provisions of relevant laws or administrative rules and regulations.

CHAPTER V INPUT TO AGRICULTURE

   Article 42 The State shall gradually increase the overall input to agriculture. The growing rate of the annual overall input to agriculture
by the national finance shall be higher than that of regular national revenue.

The State shall take measures to promote the further exploitation of foreign capitals in agriculture.

   Article 43 People’s governments at or above the county level shall, in accordance with the relevant provisions of the State, establish special
agricultural funds for agricultural development, forest cultivation and construction of special projects such as water conservancy
facilities.

   Article 44 The State shall, by such means as taxation, price, credit and loan, encourage and guide the agricultural production and operation
organizations and agricultural labourers to increase their input to agriculture.

The State shall encourage and support agricultural production and operation organizations and agricultural labourers to raise agricultural
funds on voluntary basis and by various ways.

   Article 45 The input to agriculture by the State shall be used in the following infrastructure and engineering projects: key projects for harnessing
big rivers and lakes, large-scale water conservancy projects for flood and waterlogging control, diversion and irrigation, major
infrastructure facilities for agricultural production and circulation of agricultural products, production bases of commodity grain,
commodity cotton and timber forest, projects for shelter-forest, and fundamental facilities for agricultural education, agricultural
scientific research, popularization of technology and meteorology.

Agricultural production and operation organizations and agricultural labourers shall put in fund and labour accumulation in input
to agricultural production and capital construction such as irrigation and water conservancy works, and the State shall grant support
thereto.

   Article 46 The State shall, by such means as taxation, credit and loan, encourage and support the development of industries of means of agricultural
production, and make efforts to meet the needs of agricultural production for means of agricultural production such as chemical fertilizers,
pesticides, veterinary drugs, agricultural plastic films and agricultural machinery.

   Article 47 People’s governments at various levels shall strengthen their control over the application of the agricultural funds of the State
and guide the agricultural economic collectives to make a rational use of their collective funds.

No unit shall intercept or misappropriate the funds for agriculture allocated by people’s governments at various levels or agricultural
loans by banks.

CHAPTER VI AGRICULTURAL SCIENCE AND TECHNOLOGY, AND AGRICULTURAL EDUCATION

   Article 48 People’s governments at various levels shall steadily increase the expenditure on agricultural science and technology and on agricultural
education to promote agricultural science and technology as well as agricultural education undertakings.

The State shall encourage economic collectives, State-owned enterprises and institutions, and other social forces to engage in agricultural
science and technology as well as agricultural education undertakings.

The relevant departments under the State Council shall make overall planning for the basic research, applied research and high technology
research of agricultural science and technology, organize joint tackling of major projects, and promote the international co-operation
and exchanges of agricultural science and technology.

   Article 49 The State shall implement compulsory education in the countryside, develop professional education of agriculture and enhance the
cultural and technical qualifications of agricultural labourers.

   Article 50 The State shall support the popularization of agricultural techniques to promote the prompt application of advanced agricultural
techniques to agricultural production.

Setups for popularizing agricultural techniques shall coordinate with units of agricultural scientific research and education to popularize
advanced agricultural techniques.

   Article 51 The State shall afford preferential treatments in respect of taxation, credit and loan to enterprises initiated for the service of
agriculture by setups for popularizing agricultural techniques, units of agricultural scientific research and relevant schools.

   Article 52 People’s governments at various levels shall take measures to reinforce and strengthen the contingent of agricultural science and
technology, education and popularization of agricultural techniques, safeguard and improve the working and living conditions and
better the treatment of the professional scientific and technological personnel engaged in the work of popularizing agricultural
techniques and shall, in accordance with the provisions of the State, give subsidies to such personnel and encourage them to contribute
their services to agriculture.

   Article 53 The State shall encourage peasants to apply the advanced agricultural techniques and support them to form various kinds of scientific
and technological organizations.

CHAPTER VII AGRICULTURAL RESOURCES AND AGRICULTURAL ENVIRONMENTAL PROTECTION

   Article 54 In the development of agriculture, resources must be utilized in a rational way and the ecological environment must be protected
and improved.

People’s governments at various levels shall draw up plans for regionalization of agricultural resources, programmes for agricultural
environmental protection and plans for the development of rural energy, and organize the rehabilitation of the agricultural ecological
environment.

   Article 55 People’s governments at or above the county level shall delimit protection areas of basic farmlands, and carry out special protection
for the cultivated lands within the protection areas of basic farmlands. The specific measures therefor shall be stipulated by the
State Council.

People’s governments at or above the county level shall take measures to strengthen the development and rehabilitation of barren hills,
unreclaimed lands and desolated beaches.

Agricultural production and operation organizations and agricultural labourers shall keep good maintenance of their lands, make a
rational use of chemical fertilizers and pesticides, increase their application of organic fertilizers so as to improve soil fertility
and prevent the land from pollution, destruction and soil fertility declination.

   Article 56 The State shall, in the work of water and soil conservation, implement the policy of prevention first, overall planning, comprehensive
prevention and control, adoption of measures suited to local conditions, strengthening management and laying stress on beneficial
results. People’s governments at various levels shall take measures to strengthen the rehabilitation of small river basins, control
hazards of sand storms, prevent and control soil erosion and desertification.

Destroying forest or burning vegetation for land reclamation, or building dykes to reclaim land from a lake or reclaiming slopes banned
by the State shall be prohibited.

   Article 57 The State shall implement the system of compulsory tree- planting in the whole nation. People’s governments at various levels shall
take measures to organize the masses to plant trees, protect forests and prevent fires, control plant diseases and insect pests in
the forests, protect forest lands, check up denudation and illegal felling of trees, and increase the forest coverage.

   Article 58 The State shall protect and make a rational use of the natural resources such as water, forest, grassland, wild animals and plants,
and protect them from pollution or destruction.

CHAPTER VIII LEGAL LIABILITY

   Article 59 Anyone who, in violation of the provisions of Article 18 or Article 19 of this Law, collects fees from, or imposes fines upon, or
apportions costs among, or compulsorily raises funds from peasants or agricultural production and operation organizations shall be
checked up and made public by the organs at higher levels, whoever has collected money or has used labour force or material resources
shall be ordered by the organs at higher levels to return the money so collected or to pay compensation at the market price of the
labour force or material resources so used within a time limit. If the circumstances are serious, persons held directly responsible
shall be given administrative sanctions by the organs at higher levels or the units they belong to.

   Article 60 Any unit which, in violation of the provisions of paragraph 1 of Article 41 or paragraph 2 of Article 47 of this Law, intercepts
the funds for purchasing agricultural products and misappropriates the funds to any use other than purchasing agricultural products,
or intercepts the funds allocated for agriculture by people’s governments at various levels and misappropriates such funds to any
use other than agricultural expenditure, or intercepts the agricultural loans granted by banks and misappropriates such loans to
any non-agricultural use, shall be ordered by organs at higher levels to return the funds intercepted or misappropriated within a
time limit. And if the circumstances are serious, persons held directly responsible shall be given administrative sanctions by the
organs at higher levels or the units they belong to.

   Article 61 Anyone who, in violation of the provisions of Article 4 of this Law, buys or sells or illegally transfers land in any other way,
or illegally occupies land, shall be investigated for legal liability in accordance with the provisions of the Land Administration
Law.

&nbsp

RULES FOR THE IMPLEMENTATION OF THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF TAX COLLECTION

e0294020021015

The State Council

Order of the State Coucil of the People’s Republic of China

No.123

The Rules for the Implementation of the Law of the People’s Republic of China on the Administration of Tax Collection are hereby Promulgated
and effective as of the date of promulgation.

Premier of the State Council: Li Peng

August 4, 1993

Rules for the Implementation of the Law of the People’s Republic of China on the Administration of Tax Collection

Chapter I General Provisions

Article 1

These Rules are formulated in accordance with the provisions of the Law of the People’s Republic of China on the Administration of
Tax Collection (hereinafter referred to as the Tax Administration Law).

Article 2

The Tax Administration Law and these Rules shall apply to the administration of the levying and collection of the various types of
taxes imposed by the tax authorities. In cases not covered by the provisions of the Tax Administration Law and these Rules, matters
shall be handled in accordance with the provisions of other relevant tax laws and administrative legislations.

Article 3

The initial levying and suspended levying of taxation, as well as tax reductions and exemptions, tax refunds and supplementary tax
payments shall be handled in accordance with the provisions of the Tax Administration Law and these Rules. A tax authority shall
have the right to refuse to implement any decision in conflict with the provisions of tax laws and administrative legislations and
shall report such a case to its higher-level tax authority.

Article 4

The State Council competent tax authority as stated in Article 5 of the Tax Administration Law and in these Rules shall refer to
the Ministry of Finance and the State Administration of Taxation.

Chapter II Taxation Registration

Article 5

The term “taxpayer” as stated in the paragraph two of Article 9 of the Tax Administration Law shall refer to a unit or individual
not engaging in production or business operations, but obliged to pay tax pursuant to the provisions of the law and administrative
legislations. The scope of and measures for taxation registration for such units and individuals shall be stipulated separately.

Article 6

A taxpayer engaging in production or business operations shall file a written application for taxation registration with the relevant
tax authority within the stipulated time limit and shall accurately complete a tax registration form. The main contents of the tax
registration form shall include:

(1)

Name of unit, name of legal representative or business owner and the number of his resident identification card, passport or other
legal documentation;

(2)

Place of residence and of business operations;

(3)

Economic nature of the operations;

(4)

Form of enterprise and method of accounting;

(5)

Scope of production or business operations and method of operation;

(6)

Registered capital, total investment, name of bank where an account is held and bank account number;

(7)

Duration of the term of the production or business operations, number of employees, business licence number;

(8)

Party in charge of finance matters and taxation personnel;

(9)

Other relevant matters.

Where an enterprise establishes a branch operation or premises engaging in production or business operations in another district,
the enterprise must also register its head office’s name, address, legal representative, main scope of business, and name of the
party in charge of finance matters.

Article 7

When presenting the tax authority with its tax registration form, a taxpayer shall, depending on the circumstances, provide the following
documents and information:

(1)

Business licence;

(2)

Relevant contracts, articles of association and letters of agreement;

(3)

Bank account number documentation;

(4)

Resident identification card, passport or other legal documentation;

(5)

Other documents and information required by the tax authority.

Article 8

A tax authority shall complete its examination and verification of the tax registration form submitted by a taxpayer and the documents
and information provided within 30 days of their receipt. For those applications in compliance with regulations, registration shall
be granted and a tax registration certificate shall be issued.

The format of the tax registration certificate shall be determined by the State Administration of Taxation.

Article 9

If a change occurs to the contents of its taxation registration in the case of the taxpayer registered with the administrative authority
for industry and commerce, the taxpayer shall, within 30 days of registering the alteration with the administrative authority for
industry and commerce, present the relevant certificate to the original tax registration authority to apply for registration of the
alteration in tax. If, in accordance with regulations, the taxpayer is not required to be registered with the administrative authority
for industry and commerce, the taxpayer shall, within 30 days of the relevant organ approving or announcing the alteration, present
the relevant certificate to the original tax registration authority to apply for registration of the alteration in tax.

Article 10

If a taxpayer is involved in a dissolution, bankruptcy, cancellation or other circumstances, thus terminating its tax payment obligations
pursuant to the law, the taxpayer shall, before canceling its registration with the administrative authority for industry and commerce,
present the relevant certificate to the original tax registration authority to apply for cancellation of its taxation registration.
If, in accordance with regulations, the taxpayer is not required to be registered with the administrative authority for industry
and commerce, the taxpayer shall, within 15 days of the relevant organ approving or announcing the termination, present the relevant
certificate to the original tax registration authority to apply for cancellation of its tax registration.

If a change in a taxpayer’s place of residence or place of business operations necessitates an alteration of its relevant tax registration
authority, the taxpayer shall, before applying to the administrative authority for industry and commerce to amend or cancel its registration
and before changing its place of residence or place of business operations, present the relevant certificate to the original tax
registration authority to apply for cancellation of its tax registration and shall carry out tax registration procedures with the
relevant tax authority in the place to which the taxpayer has moved.

A taxpayer whose business licence is revoked by the administrative authority for industry and commerce shall, within 15 days of the
revocation of the business licence, apply to the original tax registration authority for cancellation of its tax registration.

Article 11

Before carrying out procedures to cancel its tax registration, a taxpayer shall settle all payable taxes, overdue payment fines and
other fines and shall turn over invoices and other taxation documents to the tax authority.

Article 12

Except in cases where a tax registration certificate is not required in accordance with regulations, a taxpayer must present a tax
registration certificate when carrying out the following matters:

(1)

Applying for a tax reduction, exemption or refund;

(2)

Purchasing invoices;

(3)

Obtaining a certificate for tax revenue administration of outside operations;

(4)

Other tax related matters.

Article 13

A tax withholding agent bearing an obligation to withhold, collect and hand over taxes pursuant to tax laws and administrative legislations
shall apply to the responsible tax authority to be issued with a tax withholding or tax collection certificate.

Article 14

A tax authority shall implement a regular certificate inspection and replacement system for tax registration certificates. A taxpayer
shall present the relevant certificate to the responsible tax authority within the stipulated time limit to undergo certificate inspection
or replacement procedures.

Article 15

The tax registration certificate issued to taxpayers and the tax withholding or tax collection certificate issued to tax withholding
agents shall not be permitted to be lent to others, altered, damaged, sold or forged.

Should a taxpayer lose a tax registration certificate or a tax withholding agent lose a tax withholding or tax collection certificate,
a written report shall be filed with the responsible tax authority, the lost document shall be publicly declared invalid and, at
the same time, an application shall be made for the certificate to be reissued.

Article 16

A taxpayer engaging in production or business operations who wants to undertake production or business activities in another county
(town) must present the certificate for tax revenue administration of outside operations, issued by its local tax authority, to the
tax authority of the new place of operations for inspection and registration and shall accept its administration of taxation matters.

Chapter III Administration of Account Books and Vouchers

Article 17

A taxpayer engaging in production or business operations shall, in accordance with the provisions of Article 12 of the Tax Administration
Law, establish account books within 15 days of the date of issue of its business licence.

The term “account books” as stated in the previous paragraph shall refer to general ledgers, detailed accounts, journals and other
auxiliary account books. General ledgers and journals must be in a bound form.

Article 18

An individual industrial or commercial undertaking with only a small production or business operation and which genuinely lacks the
ability to keep account books may appoint a registered accountant or accounting personnel recognized by the tax authority to keep
its books and handle accounting matters. Should there be real difficulty in appointing a registered accountant or accounting personnel
recognized by the tax authority, the party may, subject to approval by a tax authority at county level or above, keep a book for
pasting in all receipt and expenditure vouchers and a goods purchase and sale registry, etc., pursuant to the provisions of the tax
authority.

Article 19

Within 15 days of receipt of its tax registration certificate, a taxpayer engaging in production or business operations shall report
details of its financial and accounting systems or measures for handling finance and accounting matters to the tax authority for
the record.

Article 20

Within 10 days of the start of its tax withholding obligations as prescribed by the tax laws and administrative legislations, a tax
withholding agent shall establish a tax withholding or tax collection book pursuant to the categories of tax to be withheld or collected.

Article 21

If a taxpayer or tax withholding agent intends using a computer to keep accounts, details of the bookkeeping software, programs, user’s
manuals and other relevant material shall first be sent to the responsible tax authority for the record.

If a taxpayer or tax-withholding agent has a sound accounting system and can use a computer accurately and completely to calculate
its gains or income, the account entries it stores and puts out may be regarded as an account book. The records must, however, be
printed out as written entries and kept intact. If the accounting system is not sound and gains or income are unable to be calculated
accurately and completely by computer, the taxpayer or tax-withholding agent shall establish a general ledger and other accounts
relating to its tax payments or the withholding or collection of tax.

Article 22

Account books, vouchers and statements shall be kept in the Chinese language. In national minority autonomous localities, one of the
local national minority language scripts in common use throughout the locality may be used simultaneously. Foreign investment enterprises
and foreign enterprises may use a foreign language script simultaneously.

Article 23

Except if the provisions of relevant laws and administrative legislations stipulate otherwise, account books, vouchers, statements,
proof of tax payment and other relevant tax material must be kept for 10 years.

Chapter IV Tax Declarations

Article 24

A taxpayer or tax withholding agent must, within the declaration period stipulated by the law and administrative legislations or determined
by tax authorities pursuant to the provisions of the law and administrative legislations, lodge a tax return or a report on tax withheld
or collected and handed over on behalf of others with the responsible tax authority.

A taxpayer enjoying tax reduction or exemption benefits shall lodge tax returns in accordance with regulations during the tax reduction
or exemption period.

If a taxpayer has difficulty going to a tax authority to lodge its tax return, the tax return may be sent by post, subject to approval
by the tax authority. If a tax return is mailed, the date on the postmark shall be regarded as the actual date of lodgment.

Article 25

The tax return or report on tax withheld or collected and handed over on behalf of others which is lodged by a taxpayer or tax withholding
agent accordingly shall include the following main contents: tax category, taxable items, taxable projects or projects on which tax
should be withheld and paid over or collected and paid over, applicable tax rate or tax amount per unit, basis for tax calculations,
deductible items and standards, amount of tax payable or the amount of tax due to be withheld or collected and paid over and the
applicable tax period.

Article 26

A taxpayer lodging a tax return shall complete the tax declaration form accurately and, depending on the circumstances, shall submit
the following relevant documents and information accordingly:

(1)

Financial and accounting statements and related explanatory material;

(2)

Contracts and letters of agreement relevant to the tax payment;

(3)

Certificate for tax revenue administration of outside operations;

(4)

Relevant documentation issued by public notary bodies within China and overseas;

(5)

Other documents and information required by tax authorities in accordance with regulations.

Article 27

A tax-withholding agent filing a report on tax withheld or collected and handed over on behalf of others shall complete the form accurately
and submit legal certificates related to its tax withholding and collection obligations, as well as other relevant documents and
information required by the tax authorities.

Article 28

If a taxpayer or tax withholding agent has genuine difficulty submitting a tax return or a report on tax withheld or collected and
handed over on behalf of others within the stipulated time limit and requires an extension, a written application for an extension
shall be lodged with the tax authority within the stipulated time limit and, subject to examination and approval of the application
by the tax authority, procedures shall be completed within the approved extension period.

If a taxpayer or tax withholding agent is unable to submit a tax return or a report on tax withheld or collected and handed over on
behalf of others within the stipulated time limit due to force majeure, the period may be extended, but a report must be made to
the tax authority immediately after the force majeure conditions have abated. The tax authority shall grant approval after verifying
the facts.

Chapter V Tax Collection

Article 29

In accordance with the provisions of the law and administrative legislations, tax authorities shall collect all kinds of taxes and
shall turn over the taxes, overdue payment fines and other fines collected to the State treasury.

Article 30

A taxpayer unable to pay taxes on schedule due to special difficulties may, in accordance with the provisions of paragraph one of
Article 20 of the Tax Administration Law, be granted an extension subject to approval by the tax authority and no overdue payment
fine shall be added during the approved extension period.

Article 31

A tax authority may collect taxes based on an examination of the relevant accounts, assessment, inspection, fixed period-fixed amount
collection and other methods.

Article 32

A tax authority may, in accordance with relevant State regulations, commission related units to collect small, decentralized, nuisance
tax payments and shall issue such units with a certificate of a commissioned tax collector. A commissioned unit shall collect taxes
lawfully in the name of the tax authority pursuant to the conditions stipulated in the certificate of a commissioned tax collector.

Article 33

If a taxpayer posts its tax return, the tax payment funds shall be posted at the same time as the tax return is sent. After receiving
a tax return and tax payment funds, the tax authority must issue the taxpayer with proof of tax payment and carry out procedures
for the handing over of tax payments to the State treasury.

Article 34

The term “proof of tax payment certificate” as stated in Article 22 of the Tax Administration Law shall refer to the various types
of tax paid certificates, tax memos, revenue stamps, withholding certificates and other documentation of tax payment.

The format of a tax paid certificate shall be determined by the State Administration of Taxation.

Article 35

In the case of a taxpayer in one of the instances stated in Article 23 of the Tax Administration Law, a tax authority shall have
the right to use one of the following methods to assess the amount of tax payable:

(1)

Assess the amount of tax payable with reference to the income and profit rate of other local taxpayers involved in the same or a similar
line of business on a similar scale and at a similar level of income;

(2)

Assess the amount of tax payable according to the cost, plus reasonable amounts of expenses and profit;

(3)

Assess the amount of tax payable according to a calculation or assessment of the amount of raw materials, fuel, power, etc., consumed;

(4)

Assess the amount of tax payable according to other reasonable methods.

If use of one of the aforesaid methods is insufficient to accurately assess the amount of tax payable, two or more methods may be
used concurrently.

Article 36

The term “affiliated enterprise” as stated in Article 24 of the Taw Administration Law shall refer to a company, enterprise or other
economic entity which has one of the following relationships:

(1)

Direct or indirect ownership or control in relation to such areas as capital, business operations and purchases and sales;

(2)

Direct or indirect ownership or control by a third party;

(3)

Other mutually beneficial associations.

A taxpayer shall be obliged to provide its local tax authority with details of prices, expenses standards, etc., with regard to its
business transactions with affiliated enterprises.

Article 37

The “business transactions between independent enterprises” as stated in Article 24 of the Tax Administration Law shall refer to
business dealings between enterprises with no correlative relationship which are conducted pursuant to fair transaction prices and
common business practices.

Article 38

If pricing, in relation to purchasing and sales transactions conducted between a taxpayer and an affiliated enterprise, is not handled
in line with business transactions between independent enterprises, the tax authority may, when determining the amount of tax payable,
adjust the amount of taxable income in accordance with the following procedures and methods:

(1)

According to pricing for the same or similar business transactions between independent enterprises;

(2)

According to the revenue and profit margin obtainable if reselling the goods to a non-affiliated third party;

(3)

According to the cost, plus reasonable expenses and profit;

(4)

According to other appropriate methods.

Article 39

If, in the case of an accommodation fund between a taxpayer and an affiliated enterprise, the amount of interest paid or received
exceeds or is less than the amount that would be agreeable between non-affiliated parties or exceeds or is less than the normal interest
rates of similar loan services, the competent tax authority may make adjustments based on normal interest rates.

Article 40

If labor service fees for labor services provided between a taxpayer and an affiliated enterprise are not charged or paid for pursuant
to provisions for business transactions between independent enterprises, the competent tax authority may make adjustments based on
normal fee standards for similar types of labor service activities.

Article 41

In the case of business transactions, such as the assigning of assets or provision of property rights, between a taxpayer and an affiliated
enterprise, if usage fees are not priced, charged or paid for pursuant to provisions for business transactions between independent
enterprises, the competent tax authority may make adjustments based on an amount that would be agreeable to non-affiliated enterprises.

Article 42

If a unit or individual engages in contracting for engineering projects or providing labor services without obtaining a business licence,
the tax authority may order it to pay a tax payment security deposit. The said unit or individual shall settle tax payments with
the tax authority within the stipulated period. Should it fail to do so, the tax payment security deposit shall be used to offset
the amount of tax payable.

Article 43

If a unit or individual engages in business operations without obtaining a business licence and the tax authority confiscates commodities
or goods pursuant to the provisions of Article 25 of the Tax Administration Law, the party concerned shall pay its taxes within
15 days of the date of confiscation. In the case of confiscated commodities or goods which are fresh, live, perishable or easily
lose their efficacy, the tax authority may first auction them during their quality guarantee period and then use the proceeds to
offset the amount of tax payable.

Article 44

The “tax payment guarantee” as stated in Article 26 and Article 28 of the Tax Administration Law shall include a tax payment guarantor
proposed by the taxpayer and approved by the tax authority, as well as property owned by the taxpayer which is not connected with
a mortgage.

A tax payment guarantor shall refer to any citizen, legal person or other economic entity within Chinese territory able to provide
a tax payment guarantee. Government agencies shall not be permitted to act as a tax payment guarantor.

Article 45

A tax payment guarantor agreeing to provide a tax payment guarantee for a taxpayer shall complete a tax payment guarantee statement
which specifies the target, scope of the guarantee, duration of guarantee period, guarantee obligations and other relevant matters.
A guarantee statement shall only be deemed to be valid after the taxpayer, tax payment guarantor and tax authority have signed it
and affixed their seals.

If using owned property not subject to a mortgage as a tax payment guarantee, a taxpayer shall make a detailed list of the property
to be used as a guarantee and specify the value of the property and other relevant matters. A tax payment guarantee property inventory
shall only be deemed to be valid after the taxpayer and tax authority have signed it and affixed their seals.

Article 46

The confiscation and sealing up of commodities, goods and other property by a tax authority must be executed by two or more taxation
personnel and the owner of the said items must be notified. If a citizen, the owner or an adult member of his household shall be
notified to be present. If a legal person or economic entity, the legal representative or person in charge shall be notified to be
present. If the principal refuses to be present, this shall not affect the carrying out of procedures.

Article 47

If intending to offset the proceeds of confiscated commodities, goods and other property against payable taxes, the tax authority
shall engage an auction organization established pursuant to the law to auction the goods or a commercial enterprise to buy the goods
at market prices. If free trading in the said goods is prohibited by the State, the relevant units shall be engaged to purchase the
goods at State listed prices.

Article 48

The term “liability for compensation” as stated in paragraph three of Article 26 of the Tax Administration Law shall refer to a case
where the tax authority’s adoption of inappropriate tax payment guarantee measures causes the legal rights and interests of a taxpayer
to sustain real economic losses.

Article 49

The term “other financial institutions” as stated in Article 26 and Article 27 of the Tax Administration Law shall refer to trust
and investment corporations, rural credit cooperatives, urban credit cooperatives and other financial organizations established with
the approval of the People’s Bank of China.

Article 50

The term “bank savings” as stated in Article 26 and Article 27 of the Tax Administration Law shall include the savings deposits
of individual industrial and commercial undertakings engaging in production and business operations.

Article 51

If a taxpayer or tax withholding agent engaging in production or business operations fails to pay tax or fulfil tax withholding or
collection obligations within the stipulated period or if the tax payment guarantor fails to make a guaranteed tax payment within
the stipulated period, the tax authority shall issue a tax payment call notice imposing a time limit for payment which shall be a
maximum of 15 days.

Article 52

If a taxpayer with outstanding tax payments fails to settle the amount or provide a tax payment guarantee before attempting to leave
Chinese territory, the tax authority may notify the border control authority to prevent the said party’s departure. Detailed measures
on exit prevention procedures shall be determined by the State Administration of Taxation in Conjunction with the Ministry of Public
Security.

Article 53

The period for commencing and finishing payment of overdue payment fines as provided in paragraph two of Article 20 of the Tax Administration
Law shall commence on the day following the end of the tax payment period as prescribed by the law and administrative legislations
or as stipulated by tax authorities pursuant to the law and administrative legislations and shall continue to the day when the taxpayer
or tax withholding agent actually settles or fulfils its taxation obligations.

Article 54

The term “special circumstances” as stated in paragraph two of Article 31 of the Tax Administration Law shall refer to a case where
a taxpayer or tax withholding agent fails to pay tax or pays less than the amount payable or fails to withhold or withholds an insufficient
amount or fails to collect or collects an insufficient amount due to incorrect calculations or other such errors where the amount
involved exceeds 100,000 yuan.

Article 55

A tax authority may pursue tax payments over an unlimited period in a case where a taxpayer, tax withholding agent or other parties
concerned use tax evasion means to not pay taxes or to pay an insufficient amount or to fraudulently obtain a tax rebate.

Article 56

The period of time for supplementary payment or pursued payment of taxes as stated in Article 31 of the Tax Administration Law shall
be calculate from the due date when the taxpayer or tax withholding agent failed to pay or paid less than the amount payable.

Chapter VI Tax Investigations

Article 57

A tax authority exercising its powers of office provided under the provisions of subparagraph (1) of Article 32 of the Tax Administration
Law may do so at the business premises of a taxpayer or tax withholding agent. If deemed necessary and subject to approval by the
head of a tax authority (or its sub-branch) at county level or above, the tax authority may also demand that the taxpayer’s or tax
withholding agent’s account books, accounting documentation, statements and other relevant materials of the previous accounting year
be submitted for examination. When doing so, however, the tax authority must provide the taxpayer or tax withholding agent with a
detailed list of the items taken and shall return them intact within three months.

Article 58

A tax authority exercising its powers of office provided under the provisions of subparagraph (6) of Article 32 of the Tax Administration
Law shall designate responsible personnel and conduct procedures based on the nationally uniform permit to examine bank savings accounts,
while being obliged to maintain confidentiality in relation to the party under investigation.

The format of the permit to examine bank savings accounts shall be determined by the State Administration of Taxation.

Article 59

On discovering that the contents of a taxpayer’s tax registration does not conform with reality, a tax authority may order the matter
to be rectified and shall collect taxes pursuant to the actual circumstances.

Article 60

Tax authorities and taxation personnel must exercise their tax payment inspection powers in accordance with the provisions of the
Tax Administration Law and these Rules. Taxation personnel must show their tax payment inspection certificates when carrying out
such work. Taxpayers, tax withholding agents and other parties concerned shall have the right to refuse an inspection if no such
certificate is produced.

The format of the tax payment inspection certificate shall be determined by the State Administration of Taxation.

Chapter VII Legal Liability

Article 61

If a taxpayer fails to carry out procedures for tax registration, amendment or cancellation of registration on schedule, the tax authority
shall issue the taxpayer with notice of a prescribed period rectification order. A taxpayer failing to comply with the rectification
order within the prescribed period shall be penalized in accordance with the provisions of Article 37 of the Tax Administration
Law.

Article 62

If a taxpayer fails to establish an account book pursuant to regulations, the tax authority shall, within three days of the date of
discovery on inspection, issue the taxpayer with notice of a prescribed period rectification order. A taxpayer failing to comply
with the rectification order within the prescribed period shall be penalized in accordance with the provisions of Article 37 of
the Tax Administration Law.

If a taxpayer violates the provisions of the Tax Administration Law and these Rules through its unauthorized destruction of account
books, accounting documentation or other relevant material before the end of the prescribed period of safekeeping, the tax authority
may impose a fine of between RMB2, 000 yuan and RMB10, 000 yuan. If a case is serious enough to constitute a crime, it shall be transferred
to a judicial organ to pursue crim

DECISION OF THE NATIONAL PEOPLE’S CONGRESS ON AUTHORIZING THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS TO ESTABLISH A PRELIMINARY WORKING BODY OF THE PREPARATORY COMMITTEE FOR THE HONG KONG SPECIAL ADMINISTRATIVE REGION

Category  SPECIAL ADMINISTRATIVE REGION Organ of Promulgation  The National People’s Congress Status of Effect  In Force
Date of Promulgation  1993-03-31 Effective Date  1993-03-31  


Decision of the National People’s Congress on Authorizing the Standing Committee of the National People’s Congress to Establish a
Preliminary Working Body of the Preparatory Committee for the Hong Kong Special Administrative Region

(Adopted at the First Session of the Eighth National People’s Congress on

March 31, 1993)

    Having considered the proposal submitted by Guangdong Delegation for the
establishment of the Preliminary Working Commission of the Preparatory
Committee for the Hong Kong Special Administrative Region, the First Session
of the Eighth National People’s Congress, in accordance with the provisions
on establishing within the year 1996 a Preparatory Committee for the Hong Kong
Special Administrative Region by the National People’s Congress as stipulated
in the Decision of the National People’s Congress on the Method for the
Formation of the First Government and the First Legislatve Council of the
Hong Kong Special Administrative Region and seeing that the time for China
to resume its exercise of sovereignty over Hong Kong is approaching and there
is large amount of work to do to ensure the smooth transition in 1997, decides
to authorize the Standing Committee of the Eighth National People’s Congress
to establish a preliminary working body of the Preparatory Committee for the
Hong Kong Special Administrative Region, which shall start to carry out
various relevant preparatory work.






CONSTITUTION ACT, 1982 – page 22

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