Article 1 The present Procedures are formulated in accordance with the Land Administration Law of the People’s Republic of China and the relevant
laws, rules and regulations, and in the light of the actual situations in Shanghai.

   Article 2 Land within the administrative areas of Shanghai Municipality is legally owned either by the State or by the collective of laboring
masses.

No unit or individual is permitted to encroach upon, transact or transfer land in any other illegal ways.

To meet the needs of social public interests, the State may, according to the laws, requisition collectively-owned land, allocate
or grant state-owned land-use-right, and may also withdraw the land-use-right according to the laws.

   Article 3 The people’s governments at all levels in Shanghai Municipality shall carry out the policy of setting a high value on and making
rational use of land; and shall, according to the city planning and land-use planning, rigorously control, protect and develop the
land resources; and shall strictly minimize the occupation of vegetable plots and restrain any actions of arbitrarily occupying the
arable land and abusing land.

   Article 4 Any unit or individual that has made outstanding achievements in protecting and developing the land resources, making rational use
of land, and conducting relevant scientific researches shall be awarded by the Municipal or District/County People’s Government.

   Article 5 The Land Administrative Authorities of Shanghai Municipal People’s Government (hereinafter referred to as the “Municipal Land Administrative
Authorities”) is responsible for the centralized administration of the land of the whole city and may set up agencies in charge of
land administration within the designated area.

The Land Administrative Authorities of the District or County People’s Government (hereinafter referred to as the “District or County
Land Administrative Authorities”) is responsible for the land administration within its administrative areas, and is under the leadership
of the Municipal Land Administrative Authorities, and may set up agencies when necessary.

The Township (Town) People’s Government is responsible for the land administration within its administrative areas; the daily routine
is handled by the Land Administration Office. The township (town) land management is under the leadership of the District/County
Land Administrative Authorities.

   Article 6 In Shanghai, the land listed below is owned by the State:

1. Land within the urban areas, officially established towns, industrial and mining areas except the collectively-owned land that
has not yet been requisitioned by the State;

2. Land of state-owned agricultural farms, tree farms, pastures, fishing grounds and the state-owned mountainous regions;

3. Shoals by the sea or rivers;

4. Land legally requisitioned, purchased, confiscated or nationalized; and

5. Other land that the State has not yet defined as collectively owned.

   Article 7 In Shanghai, the land listed below is owned by the collectives:

1. Land used by rural collective economic entities, land used by peasants for residence, for personal needs and for planting bamboo,
except the land already requisitioned by the State; and

2. Other land legally owned by the collectives.

   Article 8 The owner of the collectively-owned land and the user of the state or collectively-owned land shall apply to the Municipal or District/County
Land Administrative Authorities for the land registration.

   Article 9 The Municipal or District/County Land Administrative Authorities shall examine and verify the ownership, the acreage and the use
of the land to be registered; report to the people’s government at the same level; and after the report being approved. keep the
register on file; affirm the ownership of the collectively-owned land and the use-right of the state-owned or collectively-owned
land; and issue the land certificate.

   Article 10 If the ownership of the collectively-owned land, the use- right of the state-owned or the collectively-owned land or the use of land
is going to be changed, an application for the above-mentioned changes must be submitted to the Municipal or District/County Land
Administrative Authorities; and such changes must be registered upon the approval of the people’s government at the same level.

   Article 11 If an error is made in the land registration or in the registration for land change, such an error must be corrected by the Land
Administrative Authorities according to law.

If the land registration or the registration for the land change is not made within the prescribed period, the land ownership or the
land-use- right shall not be protected by the laws.

   Article 12 The Municipal or District/County Land Administration Authorities shall survey the land, define its boundary and lay boundary markers
after a unit or an individual has obtained the legitimate use- right to the land.

Any unit or individual shall be restrained from unauthorized move of or damage to the land boundary markers.

   Article 13 Dispute over land ownership or land-use-right between the units shall be handled by the Municipal or District/County People’s Government
in the locality where the land lies.

Dispute over the land-use-right between the individuals or between the individual and the unit shall be handled by the Township (Town)
People’s government or the District/County People’s Government in the locality where the land lies.

The party concerned who does not accept the decision thus given may bring a suit in a people’s court within thirty days from the date
of receiving the decision notification.

Before a dispute over the land ownership or the land-use-right is solved, neither party shall change the existing conditions of the
land or damage the attachments on the land.

If a dispute over the land ownership or the land-use-right arises, and re-affirmation of the ownership or the use-right is thus required,
the Municipal or District/County People’s Government has the authority to affirm the ownership and use-right, ratify and issue the
land certificate.

   Article 14 The Municipal or District/County Land Administrative Authorities shall, according to law, set up a system of land investigation and
statistics; and shall keep a file on land registration.

The Municipal or District/County Land Administrative Authorities, together with the statistical department, shall, according to law,
conduct the land statistics. The owner and user of the land shall provide the statistical data. They must not make false, deceitful
or delayed reports. They must not refuse to report. No fabrication or distortion is allowed.

   Article 15 The Municipal or District/County Land Administrative Authorities shall follow the principle of protecting the arable land and rationally
arranging the land for non-agricultural construction; and, together with the relevant departments, draw up an overall plan for the
use of the land. The plan, after being examined and approved by the people’s government at the same level, shall be reported to the
next higher people’s government for ratification before the implementation.

The Township (Town) People’s Government shall draw up an overall plan for the use of the land within its administrative area. The
plan shall be reported to the District or County People’s Government for ratification before the implementation.

The amendments to the approved overall plan for the use of the land must be re-approved by the original authorities.

   Article 16 The overall plan for the use of the land in Shanghai must be compatible with the overall city planning.

In downtown areas, suburban areas, planned areas for officially- established towns and controlled areas for city construction development,
the use of the land must conform to the overall city plan.

   Article 17 The Municipal or District/County Land Administrative Authorities shall, together with the departments concerned formulate procedures
for protecting arable land.

The farm-land reservation areas and vegetable reservation areas, landscapes and forests must be put under strict controls. Arbitrary
change of their original use is prohibited.

Land in the natural reservations, scenic spots, water resource reservations, military facility protection sites, cultural relics protection
units and dikes, which is approved by the State Council or the Municipal People’s Government, must be put under priority protection
according to law.

   Article 18 The people’s government at all levels in Shanghai shall develop, use and protect the land resources systematically in accordance
with the overall plan for land utilization and the overall city plan.

The development and management of shoals shall be in line with the State and the Municipal laws and regulations concerning the administration
of shoals.

The Municipal or District/County Land Authorities and the Township (Town) People’s Government shall arrange for reclaiming land from
those vacated land for residence, shed and hut sites, land for temporary use, disused ditches and creeks, waste land and so on.

   Article 19 Without approval, it is forbidden to dump waste materials like rubbish and residue onto the arable land. The act of destroying land
resources, such as building tombs on the arable land, mining, excavating sand or digging fishponds, is prohibited.

   Article 20 If one of the following listed cases occurs in the use of the state-owned or collectively-owned land, the Land Administrative Authorities
shall report the case to the Municipal or District/County People’s government, and after receiving the approval, the Land Administrative
Authorities shall revoke the land-use certificate:

1. The land-use unit is disbanded or is relocated;

2. The land has not been used for two consecutive years without the approval of the original authorities;

3. The land is not used for the approved purpose; and

4. Roads, railways, airports and mines have been verified and approved as disused.

   Article 21 A system of paid-use of land shall be exercised over the state-owned and the collectively-owned land used for non-agricultural construction
land in Shanghai. The paid-use of land includes the following forms:

1. Granting of the land-use-right of the state-owned land;

2. Charging the user of the state-owned and collectively-owned land used for non-agricultural construction the land-use fee stipulated
by the State or the Municipality; and

3. Other forms stipulated by the relevant laws and regulations.

   Article 22 The granting of the land-use-right refers to the act that the Municipal or County People’s Government or the Pudong New Area Administration
legally grants the right to use the state-owned land within a fixed number of years to the land user, and the land user shall pay
the granting fee for the land-use-right to the State.

The collectively-owned land must be first requisitioned to be turned into the state-owned land before it may be granted.

   Article 23 When the land-use-right is granted, a granting contract shall be signed. The contract shall have the terms that conform to the provisions
of the Municipal Land Administrative Authorities.

The contract of granting the land-use-right shall be singed between the Municipal, the County or Pudong New Area Land Administrative
Authorities and the land user.

The approval competence of granting the land-use-right of the Municipality, the County or Pudong New Area shall be governed by the
provisions in the present Procedures concerning the approval competence of land for construction.

The construction on the granted land plots shall accord with the overall city plan or the township (town) construction program.

If any stipulation in this Article is violated, the contract of granting the land-use-right becomes invalid.

   Article 24 The Municipal Land Administrative Authorities shall, together with the departments concerned, formulate a plan for granting the land-
use-right in Shanghai and bring it in line with the annual project of land for construction.

The granting of the land-use-right shall be in strict conformity with the project issued by the municipal competent department.

   Article 25 Corporations, enterprises, other organizations and individuals inside or outside the territory of the People’s Republic of China,
unless otherwise stipulated by the laws and regulations, may get the land-use-right in Shanghai according to the present Procedures
in the form of granting. They may develop, make use of and operate the land plots thus granted. The land-use-right, within the fixed
number of granted years, may be legally transferred, leased, mortgaged or used for any business activities permitted by the laws.
The legal rights and interests shall be protected by the laws.

   Article 26 Land used for commerce, tourism, entertainment, finance, service industry and commercial residence shall be obtained in the form
of granting of the land-use-right.

The granting of the land-use-right may be effected through negotiation, public bidding and auction. The granting of the land-use-right
for commercial projects shall be effected through public bidding and auction. The specific limits shall be set by the Municipal People’s
Government.

   Article 27 The maximum time limit for the granting of the land-use-right shall follow the provisions listed below:

1. Land used for residence, seventy years;

2. Land used for industry, fifty years;

3. Land used for education, science and technology, culture, public health and sports, fifty years;

4. Land used for commerce, tourism and entertainment, forty years; or

5. Land used for comprehensive projects and other purposes, fifty years.

   Article 28 The government department in charge of the real estate registration shall be responsible for the registration of grant, transfer,
lease, mortgage and termination of the land-use-right. The registration document is open for consultation.

   Article 29 Within the limited years of the use of the land, if the user wants to change the terms stipulated in the land-use-right granting
contract, the user shall submit an application to the land authorities. Upon approval, the contract for grant shall be resigned according
to the stipulations; the land-use-right granting fee shall be adjusted and the change be registered.

   Article 30 The Municipality shall establish an evaluation system for the land assets in Shanghai. The evaluation of the land assets shall be
made by the qualified agency.

   Article 31 If the transfer price of the land-use-right is obviously lower than the market price, the Municipal People’s Government shall have
the preemption.

   Article 32 When the land-use-right granting contract expires, the State shall gratuitously take back the land-use-right as well as the ownership
of the buildings on the granted land plot and other attachments. If a renewal is needed, the land user shall submit an application
six months before the expiration. Upon the approval from the Municipal People’s Government, and according to the regulations, a new
contract shall be signed, the granting fee be paid and registration be made.

   Article 33 The State shall not take back the land-use-right that user has legally got before the due date. Under the special circumstances,
as required by the social public interests, the State may take back the user’s land-use-right before the due date through the legal
procedures. In this case, the State shall give the user proper compensation according to the years that the land has been used and
the actual conditions of the development and the use of the land.

   Article 34 If the grantor fails to provide the land-use-right according the contract or if the grantee fails to pay the total granting fee for
the land-use-right before the designated date stipulated in the contract, the other party may propose to rescind the contract and
may claim for default compensation.

   Article 35 If a land user wants to transfer, lease or mortgage the land- use-right that has not been obtained in the form of granting, he/she
shall first get the approval from the Land Administrative Authorities, sign a granting contract for the land-use-right, and pay retroactively
the granting fee for the land-use-right, or alternatively pay the granting fee with the proceeds derived from the transfer, lease
or mortgage.

   Article 36 When the land-use-right is granted, the grantor shall properly resettle and compensate the units and individuals to be relocated.

   Article 37 The Municipal Land Administrative Authorities shall, according to law, exercise macro control over, supervise and inspect the plans,
uses and prices in the granting of land-use-right; and the receipt and expenditures of the granting fees in line with the project
in Shanghai.

The Municipal or County/County Land Administrative Authorities shall, according to law, supervise and inspect the transfer, lease
and mortgage of the land-use-right.

   Article 38 The economic, cultural and national defense constructions conducted by the State and the social public utilities initiated by the
State shall rationally use the land according to the city planning. With the approval of the Municipal or County/County People’s
Government, the State may, according to law, requisition the collectively-owned land for these projects.

The township and village construction projects shall carry out the approved township and village construction plan. With the approval
from the Municipal or County/County People’s Government, the Township (Town) may legally requisition or use the collectively-owned
land.

Every unit or individual shall be in obedience to the legal requisition of the collectively-owned land and the allocation of the state-owned
land.

   Article 39 If the state construction projects need to use the land, and if these projects have been placed into the Municipal fixed assets investment
plan or have been approved by the competent department, the responsible unit for the constructions shall, with the feasible study
report approved through the state construction procedures or other approval documents, submit to the Municipal or District/County
Land Administrative Authorities a land-use application that shall be approved by the Municipal or County/County People’s Government.

If the central government departments, Shanghai based other provincial and municipal units and Shanghai-based armed forces have construction
projects in Shanghai, and if these projects need to use the land, they must first have the projects placed into the Municipal planning,
then submit an application for land-use.

   Article 40 If a joint enterprise run by the rural collective economic entities and other economic entities needs to use the land, the joint
enterprise must submit to the Municipal or County/County Land Administrative Authorities a land-use application, and the application
shall be approved by the Municipal or County/County People’s Government. If the joint enterprise uses the collectively-owned land
inside the planned urbanized areas, the joint enterprise shall have the land requisitioned. If the joint enterprise uses the collectively-owned
land outside the planned urbanized areas, the joint enterprise may either have the land requisitioned, or the rural collective economic
entity may, according to the agreement with the other party, use the land-use- right as the condition for organizing the joint enterprise,
or may have the land-use-right evaluated and then convert it into shares of the joint enterprise.

When the collectively-owned land-use-right is converted into shares, it shall be evaluated by the land evaluation department, and
shall be reported to the people’s government above the county level for approval. The shares converted from the collectively-owned
land shall not be transferred.

If the collectively-owned land is used for real estate development, the land shall be requisitioned first.

   Article 41 A quantitative control shall be exercised over the land used for construction in Shanghai. The plan for the land used for construction
shall enter the national economic and social development plan.

The Municipal People’s Government shall strictly carry out the annual plan for the land used for construction. When the Municipal
People’s Government reports on the implementation of the national economic and social development plan to the Municipal People’s
Congress and its Standing Committee, the implementation of the plan for the land used for construction shall be one of the items.

Land used for the construction in districts or counties shall be strictly controlled according to the allotment issued by the municipal
competent department. In case of real need that the allotment has to be exceeded, it shall be reported to the Municipal People’s
Government for approval before being put into use.

   Article 42 If the requisition of land is over 1000 mu of the arable land or over 2000 mu of the other land, including the land requisition of
less than 1000 mu of the arable land together with more than 1000 mu of the other land totaling more than 2000 mu for one construction
project, the Municipal People’s Government shall report to the State Council for approval.

   Article 43 Land used for the following construction projects shall be approved by the Municipal People’s Government:

1. Land used for the construction projects within the planned confines set by the Municipal People’s Government, such as important
areas, important road sections, vegetable reservations, water resource reservations, cultural relics protection units, scenic areas
and landscapes.

2. Land allotted for the construction projects invested by the central government departments, other provinces and cities, armed forces
and units directly under the Municipality, and the land allocated to the above-mentioned units as required for construction;

3. Land in other district or county that is needed by the construction projects of a district or county;

4. Land used for the construction projects that the Municipal People’s Government considers shall be approved by the Municipal People’s
Government; or

5. Land beyond the approval competence of the District or County People’s Government.

   Article 44 Land used for the construction projects in Pudong New Area, except those stated in Item 1 and item 4, Article 43 of the present Procedures,
shall be approved by the Pudong New Area Administration.

   Article 45 The approval competence of land used for the construction projects in districts or counties, except those stated under Article 43
of this present Procedures, is stipulated as follows:

1. The approval competence of the County People’s Government is:

1) Requisition or use of less than 50 mu of the arable land;

2) Allocation of less than 50 mu of the state-owned land;

3) Requisition or use of less than 100 mu of the other land; and

4) For one construction project, requisition or use of the arable land, or allocation of the state-owned land of less than 50 mu,
simultaneously with requisition or use of less than 100 mu of the other land, totaling less than 100 mu.

2. The approval competence of the District People’s Governments of Baoshan, Minhang and Jiading is:

1) Requisition or use of less than 30 mu of the arable land;

2) Allocation of less than 30 mu of the state-owned land;

3) Requisition or use of less than 60 mu of the other land;

4) For one construction project, requisition or use of the arable land or allocation of the state-owned land of less than 30 mu, simultaneously
with requisition or use of less than 60 mu of the other land, totaling less than 60 mu; and

5) The approval competence of the Baoshan District People’s Government over Changxing Township and Hengsha Township may comply with
Item 1 of this Article.

3. The approval competence of the People’s Government of the districts other than Baoshan, Minhang and Jiading Districts is:

1) Requisition or use of less than 15 mu of the arable land;

2) Allocation of less than 15 mu of the state-owned land;

3) Requisition or use of less than 30 mu of the other land; and

4) For one construction projects, requisition or use of the arable land or allocation of the state-owned land of less than 15 mu,
simultaneously with requisition or use of less than 30 mu of the other land, totaling less than 30 mu.

   Article 46 The Municipal or District/County Land Administrative Authorities shall issue a license to the approved land used for construction.
The land-use unit shall use the land according to the limitations, quantities and purposes that have been approved. Within 30 days
from the date of completion of the construction project, the land- use unit shall report the case to the Municipal or District/County
Land Administrative Authorities who shall issue the land-use certificate after verification and examination that the provisions governing
land- use are complied with.

   Article 47 If the collectively-owned land is requisitioned or used, the land-use unit shall bear the compensations for the land, young crops,
structures and attachments on and under the land, resettlement subsidies, taxes for occupying the arable land, development and construction
fund for the new vegetable fields, the fund for the land reclamation and other fees set by the State and Shanghai Municipality.

For the requisition of the collectively-owned land, the responsibility contract system for the land requisition fees may be adopted.

   Article 48 If the peasant’s dwelling house needs to be relocated because of the requisition or use of the collectively owned land, the land
for relocation shall be examined and approved according to the stipulated land-use standard while the land for construction project
is examined and approved

The unit who uses the land for construction shall properly resettle and compensate the former land user who needs to be relocated
and compensated because of the allocation of the state-owned land and the requisition or use of the collectively-owned land.

   Article 49 The Municipal or District/County People’s Government shall, according to the principle of “those who use the land are responsible
for the resettlement”, organize the relevant competent departments together with the unit whose land is requisitioned and the unit
who uses the land to resettle, through various channels, the laborers and pensioners who need resettling as required because of the
requisition or use of the collectively-owned land. Except for those resettled or employed by the land-use unit, the land-use unit
shall pay relocation subsidies according to the stipulated standard.

The peasant household registers of the laborers and pensioners who shall be resettled because of the requisition are all transferred
to non- peasant household registers.

The peasant household registers in the collective economic entity that is disbanded because of the requisition may be transferred
to non- peasant household registers.

   Article 50 Of all the money collected from various compensation fees and relocation subsidies because of the requisition or use of the collectively-owned
land, the compensation fees for the private buildings and attachments and young crops on the requisitioned land shall be paid directly
to the particular individual, the rest shall be spent by the unit whose land is requisitioned on production development and subsistence
allowance for the remaining peasantry. No unit or individual shall appropriate the money to themselves.

   Article 51 If a unit needs land for temporary use, the unit shall submit an application to the Municipal Land Administrative Authorities of
the District or County where the land lies. The unit can only use the land upon approval, and shall appropriately compensate the
former land user.

The Maximum time limit for the temporary use of land is two years. The land-use unit can not set up permanent or semi-permanent buildings
or structures on the land for temporary use, the land-use unit shall restore the land to its original condition.

   Article 52 If the township residents want to change the acreage of the land in re-building their private houses, they shall submit an application
to the District or County Land Administrative Authorities and go through the formalities for the approval of land-use to be in line
with the plan.

   Article 53 The District or County land Administrative Authorities shall assign the land-use quota for the rural resident’s private housing construction
to the Township (Town) People’s Government according to the annual plan ratified by the Municipal Land Administrative Authorities.

For private housing construction, the rural residents shall, as much as possible, use the original house-building land and other non-arable
land on the principle of overall consideration and all-round arrangement of the construction planning of the township and the village.
The use of the arable land shall be strictly controlled, and shall be approved by the District or County People’s Government while
the use of non-arable land shall be approved by the Township People’s Government.

The land-use standard for the rural resident’s private housing construction shall follow the administrative procedures of Shanghai
Municipality on the rural private housing construction.

   Article 54 If the rural contract household, or individual industrialist and businessman, or private enterprise needs to use the collectively-
owned land or the odd pieces of idle state-owned land outside the confines of house-building land for non-agricultural production,
it shall first get the approval from the Township (Town) People’s Government, then, according to the approval competence provided
in the present Procedures, submit the case to the Municipal or District/County People’s Government for approval.

The land user shall pay relevant taxes and fees as required on the land appro