CIRCULAR OF STATE DEVELOPMENT AND REFORM COMMISSION AND STATE DEVELOPMENT BANK OF CHINA ABOUT THE RELATIVE ISSUES ON OFFERING MORE FINANCING SUPPORT TO KEY OVERSEAS-INVESTED PROJECTS

State Development and Reform Commission, State Development Bank of China

Circular of State Development and Reform Commission and State Development Bank of China about the Relative Issues on Offering More
Financing Support to Key Overseas-invested Projects

Fa Gai Wai Zi [2005] No.1838

The development and reform commissions and the economic commissions (economic and trade commissions) of all the provinces, autonomous
regions, municipalities directly under the Central Government, cities separately listed in the state plan, capital cities at deputy
provincial level, and Xinjiang Production and Construction Corp., all the departments of the State Council, the institutions directly
under the State Council, and the enterprises directly under the Central Government:

For the purpose of carrying out the spirits of the 16th National Congress of the CPC on accelerating the carry-out of the strategy
of “Going Global”, ensuring the implementation of the Central Government’s instructions on “offering more financial support to overseas
investments”, and encouraging and supporting domestic enterprises to further improve their financing capability, exert their predominance
and actively participate in the investments in key overseas projects, hereby the relevant matters are circulated as follows:

State Development and Reform Commission and State Development Bank of China shall, in accordance with the national development plan
on overseas investments, draw up annual plans on the financing support to key overseas-invested projects, and the State Development
Bank of China shall, in its scale of annual equity loans, specially arrange a certain loan fund (hereinafter referred to as “equity
loans for overseas investments”) so as to support the capital expansion of key overseas-invested projects encouraged by the state
and improve their financing capacity.

II.

The equity loans for overseas investments shall be mainly in use of supporting the key overseas-invested projects as follows:

(1)

overseas resource exploitation projects that may make up the relative insufficiency of domestic resources;

(2)

overseas production or infrastructure projects that may boost the export of domestic technologies, products, equipment and labor services,
etc.;

(3)

projects of overseas research and development centers that may make use of international advanced technologies, management experiences
and professional talents; and

(4)

projects of overseas enterprise acquisition and merger that may promote enterprises’ internationally competitive edge and speed up
the expansion of international market.

III.

All the enterprise legal persons registered within the territory of the People’s Republic of China (hereinafter referred to as “domestic
investment entity”) may give an application for the equity loans for overseas investments, and the specific procedures are as follows:

(1)

a domestic investment entity shall submit an application with the State Development Bank of China for the equity loans, and the State
Development Bank of China shall, in accordance with the annual plans on the financing support of key overseas-invested projects jointly
drawn up together with the State Development and Reform Commission, carry out independent examination and verification and issue
a letter of commitment on equity loans;

(2)

a domestic investment entity shall submit a project application report or a project archival filing application to the State Development
and Reform Commission or the provincial development and reform commission, and enclose the letter of commitment on equity loans issued
by the State Development Bank of China to it; and

(3)

the State Development and Reform Commission or the provincial development and reform commission shall audit and verify the project
and send a copy of documents on the examination and verification or the project archival filing of to the State Development Bank
of China, and the State Development Bank of China shall make a final ascertainment for it in accordance with the conditions for offering
equity loans to projects.

IV.

For the key projects that have obtained the equity loans for overseas investments, the State Development and Reform Commission shall
strengthen policy guidance, reinforce necessary coordination, promote successful project implementation and achieve good economic
and social benefits.

The State Development Bank of China shall, in accordance with the relative provisions, speed up the loan examination and verification
for key overseas-invested projects and provide a certain preferential interest rates in accordance with the actual conditions of
projects by following the risk pricing principle and making loan rates cover credit risk, market risk and state risk, etc. as possible.

VI.

The State Development Bank of China shall also provide such support and services to key overseas-invested projects as follows:

(1)

offering large and stable medium and long-termed non-equity loans to key overseas-invested projects;

(2)

strengthening the cooperation with international financial organizations or transnational companies, organizing the international
syndicated loans and foreign loans, etc., and assisting to carry out financing schemes;

(3)

offering industrial analysis and risk appraisal of infrastructure, basic industries and pillar industries and other services;

(4)

offering supporting financial services concerning letters of credit and international settlement pertinent to the projects; and

(5)

offering such financial derivative services, as foreign exchange and interest rate risk management.

State Development and Reform Commission

State Development Bank of China

September 25, 2005

State Development and Reform Commission, State Development Bank of China
2005-09-25

MEASURES FOR THE ADMINISTRATION OF THE SHORT-TERM FINANCING BILL

People’s Bank of China

Decree of the People’s Bank of China

No.2

In order to regulate the issuance and trade of the short-term financing bonds, and to protect the interests of the parties concerned
of the short-term financing bonds, the People’s Bank of China formulates the Measures for the Administration of the Short-term Financing
Bonds, which were approved at the 8th Governor’s meeting on May 9, 2005. It is hereby promulgated and shall enter into force as the
date of promulgation.

Governor Zhou Xiaochuan

May 23, 2005

Measures for the Administration of the Short-term Financing Bill

Chapter I General Provisions

Article 1

These Measures are formulated in accordance with the Law of the People’s Republic of China on the People’s Bank of China and relevant
laws and administrative regulations, for the purposes of further promoting the development of the money market, of expanding the
direct financing channels of the enterprise, of regulating the issuance and trading of the short-term financing bonds, and of protecting
the legitimate rights and interests of the parties concerned of the short-term financing bonds.

Article 2

These Measures shall be applicable to the short-term financing bonds domestically-issued by a non-financial enterprise with a legal
personality (hereinafter referred to as the enterprise) within the territory of the People’s Republic of China.

Article 3

The “short-term financing bonds” (hereinafter referred to as the financing bonds) as mentioned in these Measures refers to the negotiable
securities issued and traded, in accordance with the conditions and procedure stipulated in these Measures, by an enterprise in the
inter-bank bond market with a commitment to repay both the principal and the corresponding interests within a time limit.

Article 4

The People’s Bank of China shall conduct a supervision and administration of the issuance, trading, registration, custody, settlement
and payment of the financing bonds.

Article 5

The issuance of the financing bonds shall be in line with the conditions stipulated in these Measures.

Article 6

The financing bonds shall be issued to an institutional investor in the inter-bank bond market, and only be traded in the inter-bank
market, and shall not be issued to the general public.

Article 7

The issuance and trading of the financing bonds shall follow the principles of openness, fairness, impartiality, good faith, and self-discipline.

Article 8

Such an enterprise as issues financing bonds shall truly, exactly, completely and timely disclose the information in accordance with
the provisions.

Article 9

An investor itself shall assume the investment risk of financing bonds

Chapter II Issuance, Registration and Custody

Article 10

Such an enterprise as applies for the issuance of financing bonds shall meet the following conditions:

(1)

Being a legally-established legal person of enterprise with the territory of the People’s Republic of China; and

(2)

Having a stable capital source for debt redemption, and gaining profits in the latest accounting year; and

(3)

Having a good liquidity, and a comparatively strong repayment capacity for the mature debt; and

(4)

Using the capital raised from the issuance of financing bonds in the operation of the enterprise hereof; and

(5)

Having no record of serious violation of laws and regulations during the past three years; and

(6)

Having no record of postponing the repayment of the principal and the interests for the issued financing bonds during the past three
years; and

(7)

Having a sound internal management system and a management system governing the use and repayment of the raised capital; and

(8)

Other conditions stipulated by the People’s Bank of China.

Article 11

Such an enterprise as issues financing bonds shall be subject to a credit rating by such a rating institution as is registered within
the territory of the People’s Republic of China and as possesses a capacity for bond rating, and the rating result shall be made
publicly known in the inter-bank band market.

Such a listed company as underwent credit rating during the past three years and as has follow-up rating arrangements shall be exempted
from a credit rating.

Article 12

A balance management system shall be exercised on the issuance of financing bonds of an enterprise, and the balance of financing bonds
to be repaid shall not exceed 40% of its net assets.

Article 13

The maximum time limit of a financing bill shall be not more than 365 days. And such an enterprise as issues financing bonds may freely
determine the time limit for the financing bonds of every term.

Article 14

The issuance interest or price of a financing bill shall be determined through a negation between an enterprise and a underwriting
institution.

Article 15

The following documents shall be filed with the People’s Bank of China by an enterprise through its lead underwriter when it applies
for the issuance of financing bonds:

(1)

A filing report for the issuance of financing bonds; and

(2)

A resolution of the board of directors assenting the issuance of financing bonds or a document with the same legal effect; and

(3)

A recommendation letter of the lead underwriter (attached with a due diligence report); and

(4)

A raising prospectus for financing bonds (attached with an issuance plan); and

(5)

A credit rating report and the statement for follow-up rating arrangements; and

(6)

An enterprise’s balance sheet of assets and liabilities, statement of losses and gains and statement of cash flow audited by a certificated
public accountant in the past three accounting years and the full text of an audit statement; and

(7)

A letter of legal opinion issued by a lawyer (attached with a work report of the lawyer); and

(8)

A special report on the repayment plan and the safeguards; and

(9)

A report on the analysis of the cash flow concerning the payment of principal and interest of financing bonds; and

(10)

An underwriting agreement and a underwriting group agreement; and

(11)

A duplicated copy of the business license (copy) for a legal person of enterprise; and

(12)

Other documents required by the People’s Bank of China.

Article 16

The People’s Bank of China shall, within 20 workdays as of the date of the acceptance of the required documents for archival filing,
deliver a notice of archival filing in accordance with the stipulated conditions and procedure, and authorize the upper limit of
financing bonds issued by the enterprise concerned.

Article 17

The issuance of the financing bonds shall be underwritten by a qualified financial institution. An enterprise shall freely choose
a lead underwriter, and a change of an enterprise’s lead underwriter shall be filed with the People’s Bank of China. An underwriting
group, if necessary, shall be organized by a lead underwriter. An enterprise shall not sell financing bonds itself. And the underwriting
mode and the related cost shall be determined through a negotiation between an enterprise and an underwriting institution.

Article 18

An enterprise shall, within 5 workdays before the date of the issuance of financing bonds for every term, submit the relevant issuance
documents for the term hereof to the People’s Bank of China for archival filing.

Article 19

An enterprise shall, within 3 workdays before the date of the issuance of financing bonds, publish the raising prospectus of the financing
bonds for the term thereof through the websites of China Money (https://www.chinamoney.com.cn) and China Bond (https://www.chinabond.com.cn).
A raising prospectus shall be attached with a letter of legal opinion issued by a lawyer, and its content shall be detailed and clear,
specifying the rights and obligations of the parties concerned of a financing bill.

Article 20

A financing bill shall be registered for custody through a real-name accounting in China Government Securities Depository Trust and
Clearing Co., Ltd. (hereinafter referred to as the CGSDTC), who shall be responsible for providing relevant services.

Article 21

After finishing the issuance of the financing bonds, such an enterprise as issues the financing bonds (hereinafter referred to as
the issuer) shall, within the first workday following the day of completing the registration of the credit and debt, make publicly
known to the market such information as the actual scale, actual interest rate and the time limit for the financing bonds of the
term thereof etc., through the websites of China Money (https://www.chinamoney.com.cn) and China Bond (https://www.chinabond.com.cn).
The CGSDTC shall periodically summarize and publish the issuance announcements, and report the issuance of financing bonds to the
People’s Bank of China.

Article 22

A lead underwriter shall, within 10 workdays as of the ending of the issuance of the financing bonds of every term, report the issuance
of financing bonds to the People’s Bank of China in written form.

Chapter III Trading, Settlement and Payment

Article 23

A financing bill may, within the next workday following the registration of the credit and debt, circulate in the national inter-bank
bond market and be transferred among the institutional investors.

Article 24

The settlement of a financing bill shall be conducted through an institution approved by the CGSDTC or the People’s Bank of China.

Article 25

An issuer shall pay the principal and interest on schedule, and shall not change the date of payment against the commitment in a contract.

Article 26

An issuer shall, within 5 workdays before the payment of the principal and interest, publish the item of the payment of the principal
and interest through the websites of China Money (https://www.chinamoney.com.cn) and China Bond (https://www.chinabond.com.cn).

Article 27

An issuer shall, in accordance with the stipulated procedure and time limit, transfer a full amount of the principal and interest
to be paid to a capital account designated by a payment agency, who shall then transfer timely and in full amount the capital to
the investors of the financing bonds.

Where an issuer fails to transfer a full amount of the principal and interest to be paid to a designated capital account, a payment
agency shall timely publish the default of the issuer hereof through the websites of China Money (https://www.chinamoney.com.cn) and
China Bond (https://www.chinabond.com.cn) on the day for the payment of the principal and interest of the financing bonds.

Article 28

A lead underwriter shall, within 10 workdays as of the ending of the payment for the financing bonds, report the payment for the financing
bonds to the People’s Bank of China in written form.

Chapter IV Information Disclosure

Article 29

An issuer shall disclose information to the inter-bank bond market in accordance with relevant provisions.

Article 30

The director or legal representative of an issuer shall ensure the authenticity, accuracy and integrity of the disclosed information.

Article 31

An issuer shall periodically disclose its financial information during the period of continued existence of the financing bonds.

The Inter-bank Funding Center shall well keep the electronic edition of the information disclosed by an issuer, and provide the investors
of financing bonds with a service of information inquiry.

Article 32

An issuer shall publicly disclose to the market such a major event as may affect the credit fulfillment of an investor of financing
bonds that occurs during the period of continued existence of the financing bonds.

A major event as mention above shall include:

(1)

A major change in the business policy and scope of an issuer; and

(2)

Occurrence of an issuer’s default in failing to repay the mature debts; and

(3)

Occurrence of an issuer’s major losses or any loss that exceeds more than 10% of its net assets; and

(4)

An issuer’s decision of capital reduction, merger, split, dissolution and application for bankruptcy; and

(5)

Occurrence of a major litigation involving an issuer; and

(6)

Other items stipulates in laws and administrative regulations.

Chapter V Supervision and Administration

Article 33

Where an issuer fails to disclose information in accordance with the relevant provisions, or its disclosed information has an unauthentic
recordation, misleading statement or major omission, the People’s Bank of China shall be enpost_titled to discontinue the enterprise’s
issuance of financing bonds, and grant penalties in accordance with the provisions in Article 46 of the Law of the People’s Republic
of China on the People’s Bank of China.

Such a director, top-ranking officer as is directly responsible for the unauthentic information disclosed by an issuer and other persons
directly responsible shall be punished in accordance with the provisions in Article 46 of the Law of the People’s Republic of China
on the People’s Bank of China.

Such a lead underwriter as fails to fulfill its duty of urging and assisting an enterprise to disclose information shall be suspended
of its underwriting business.

Article 34

Such an underwriting institution as fails to fulfill its duty against the provisions shall be refrained from undertaking the business
of financing bonds.

Article 35

An underwriting institution, credit rating institution, certificated public accountant, lawyer and other special institutions and
personnel, whose documents issued have unauthentic recordation, misleading statements or major omissions, shall be refrained from
providing special services to the issuance and trading of financial bonds any more, and, if causing other people losses, shall assume
the civil liability for their responsible parts according to law.

Article 36

The CGSDTC shall, on each trading day, timely disclose to the market a list of the single investors who hold more than 30% of the
total custody amount of financing bonds of the term concerned and their respective holding ratios at the end of the previous trading
day.

Article 37

The Inter-bank Funding Center shall be responsible for the daily monitoring of the trading of financing bonds, while the CGSDTC shall
be responsible for the daily monitoring of the settlement of financing bonds. The Inter-bank Funding Center and the CGSDTC shall
timely report any abnormal trading and settlement to the People’s Bank of China.

Article 38

The trading of financing bonds shall also be in line with other relevant provisions of the national inter-bank bond market besides
these Measures.

Such a participant in the trading of financing bonds as violates these Measures and other relevant provisions shall be punished in
accordance with the provisions in Article 46 of the Law of the People’s Republic of China on the People’s Bank of China.

Chapter VI Supplementary Provisions

Article 39

Regulations on the issuance of short-term financing bonds by a financial institution shall be formulated separately.

Article 40

The People’s Bank of China shall be responsible for the interpretation of these Measures.

Article 41

These Measures shall enter into force as of the date of promulgation.

People’s Bank of China
2005-05-23

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON STRAIGHTENING OUT AND REPORTING THE TAX DEDUCTION OR EXEMPTION ITEMS AND TAX-FREE ITEMS AS WELL AS THE RELEVANT STANDARDS REGARDING INDIVIDUAL INCOME TAXES/BR/

the Ministry of Finance, the State Administration of Taxation

Circular of the Ministry of Finance and the State Administration of Taxation on Straightening out and Reporting the Tax Deduction
or Exemption Items and Tax-free Items as well as the Relevant Standards regarding Individual Income Taxes

Cai Shui [2005] No. 193

December 28, 2005

The public financial departments (bureaus) and the local taxation bureaus of all provinces, autonomous regions, municipalities directly
under the Central Government, and cities as specifically designated in the state plan,

In accordance with the provisions of the newly amended Individual Income Tax Law and the Regulations on the Implementation thereof
as well as the requirements of the State Council on intensifying the administration of tax collection pursuant to law, and with a
view to unifying the tax system, regulating the tax base, stopping up loopholes in the administration of tax collection and guaranteeing
the sound implementation of the Individual Income Tax Law, the Ministry of Finance and the State Administration of Taxation have
decided to straighten out the tax deduction or exemption items and tax-free items as well as the relevant standards regarding the
individual income tax, you are hereby notified of the relevant issues as follows:

The public financial departments and tax authorities of all regions shall, upon receipt of the present Circular, pay great attention
to it and make deliberate deployments, straighten out the tax deduction or exemption items and tax-free items in strict accordance
with the relevant requirements and faithfully report the situation.

The scope of straightening-out and reporting shall be the tax deduction or exemption items and tax-free items as well as relevant
standards. The contents subject to straightening-out and reporting shall be filled out in Annex I or II for Chinese citizens and
foreigners respectively.

During the course of straightening-out, no region may unlawfully enlarge the application scope of the tax deduction or exemption items
and tax-free items or raise the relevant standards, nor may it bind up all the tax deduction or exemption items and tax-free items
and apply it in fixed amount to all of those taxpayers whose income comes from wages and salaries.

Any region that violates the Individual Income Tax Law or any provision as uniformly prescribed by the state by overstepping its power
to set down any item for tax deduction or exemption or non-taxation or unlawfully raising any standard for tax deduction before the
present Circular goes into effect, shall be dealt with according to document No. 183 [2005] of the Ministry of Finance.

The straightening-out process shall be reported, both in paper form and by electronic means, to the Taxation Reform Department of
the Ministry of Finance and the Income Tax Department of the State Administration of Taxation.

Contact person:

Taxation Reform Department of the Ministry of Finance Ma Jing

Telephone: 010-68552571

E-mail: jing.ma@mof.gov.cn

Income Tax Department of the State Administration of Taxation Yao Yuan

Telephone: 010-63417876

E-mail: yy@chinatax.gov.cn

Annexes:

Annex I: Form on Straightening Out the Tax Deduction or Exemption Items and Tax-free Items and Relevant Standards (for Chinese Citizens)

Annex II: Form on Straightening out the Tax Deduction or Exemption Items and Tax-free Items and Relevant Standards (for Foreigners)
htm/e04653.htmAnnex I

Annex I:

Form on Straightening Out the Tax Deduction or Exemption Items and Tax-free Items and Relevant Standards (for Chinese Citizens)

Unit: Yuan

No.	Item	Scope	Actual Amount of Tax Exemption or Deduction
1	One-child subsidies
2	The balance of subsidies and allowances not included in the total amount of basic wage for implementing the public functionary wage system and non-staple food subsidies for family members
3	Nursery subsidies
4	Travel expense allowances
5	Subsidies for missing the meal
6	Subsidies for Public Service Vehicles
7	Subsidies for Communication
8	Others

Note: Line 8 shall be filled out an item-by-item manner

Annex II:

Form on Straightening out the Tax Deduction or Exemption Items and Tax-free Items and Relevant Standards(for Foreigners)

Unit: Yuan

No.	Item		Scope	Actual Amount of Tax Exemption or Deduction
1	Subsidies for domestic and overseas business trips
2	Expenses for family visits
3	Expenses for language training
4	Subsidies for children’s education
5	Expenses for Housekeeping (House maintenance)
6	Subsidies for losses from the sale of houses or automobiles
7	Subsidies for settlement in motherland upon expiration of service terms abroad
8	Wage for advance quitting of job
9	Personal life insurance
10	Subsidies and allowances for foreign-aid experts
11	Premiums of overseas insurance
12	By non-cash means or by means of having the actual amount reimbursed	Lodging subsidies
		Boarding subsidies
		Moving subsidies
		Laundering subsidies
13	Others

CIRCULAR ON FURTHER IMPROVING THE MANAGEMENT OF THE TRADING PRICES IN THE INTER-BANK FOREIGN EXCHANGE MARKET AND THE QUOTED EXCHANGE RATES OF THE FOREIGN EXCHANGE-DESIGNATED BANKS

The People’s Bank of China

Circular on Further Improving the Management of the Trading Prices in the Inter-bank Foreign Exchange Market and the Quoted Exchange
Rates of the Foreign Exchange-Designated Banks

Yin Fa [2005] No. 250

The People’s Bank of China releases this Circular to facilitate the development of the foreign exchange market, allow foreign exchange
designated banks greater discretion and flexibility in setting rates, meet the needs of enterprises and foreign exchange designated
banks to hedge against exchange rate risks and enhance monitoring of RMB exchange rate movements.

The Circular includes the following:

In the inter-bank foreign exchange market, the daily band of RMB spot rate against non-US dollar foreign currencies is hereby widened
to 3 percent around the central rate announced by the People’s Bank the same day.

The spread between the RMB/USD selling and buying rate published by the foreign exchange designated banks with their customers shall
not exceed 1 percent of the central rate announced by the People’s Bank of China, herein referring to the closing rate of the previous
day, i.e. (selling rate – buying rate)/ central rate *100%<=1%. At the same time, the spread between RMB/USD cash selling and buying rates shall not exceed 4 percent of the central rate, i.e. (cash selling rate - buying rate)/ central rate *100%<=4%. The foreign exchange designated banks may quote to their customers US dollar buying and selling rates and cash buying rate at discretion within the above bands.

The limits on the spreads of buying and selling rates for non-US dollar currencies against RMB are hereby removed. The foreign exchange
designated banks may quote to their customers these rates at their discretion.

The foreign exchange designated banks may negotiate foreign exchange buying and selling rates and cash buying and selling rates with
their customers, provided that the negotiated rates of RMB against US dollar shall not exceed the above mentioned limits.

The head-offices of policy banks, state-owned commercial banks and share-holding banks shall report to State Administration of Foreign
Exchange (SAFE) before 9:00am each business day the following quoted rates: the opening rates of the same day as well as the opening,
highest, lowest and closing rates of the previous day. The branches of state policy banks, state-owned banks and share-holding banks,
urban commercial banks, rural credit unions (including rural commercial banks, rural cooperative banks), foreign banks and other
financial institutions shall report the above rates to local offices of SAFE.

Foreign exchange designated banks shall establish sound internal management rules and risk management systems with regard to quoted
foreign exchange rates. These banks shall revise their management rules for their whole institution (including pricing mechanism,
risk management methods, internal controls and intra-net technical standards) according to this Circular and report thereof to SAFE
and its local offices for record within one month after this Circular becomes effective. Head-offices of policy banks, state-owned
commercial banks and share-holding commercial banks shall report to SAFE head office the above-mentioned information and copy to
SAFE’s local offices if they are not located in Beijing. Urban commercial banks, rural credit unions (including rural commercial
banks and rural cooperative banks), foreign banks and other financial institutions shall report theirs to the local offices of SAFE.

SAFE offices at all levels shall strengthen monitoring and management of the listed rates of foreign designated banks in their region
and report to the upper level administration of any problems occurred.

This Circular becomes effective as of today, and shall prevail when it contradicts with previous rules and regulations.

The People’s Bank of China

September 23, 2005

The People’s Bank of China
2005-09-23

NOTICE OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON FURTHER WELL DOING THE WORK OF EXAMINATION AND APPROVAL AND MANAGEMENT OF THE IMPORT OF STEEL AND IRON SCRAPS

State Environmental Protection Administration

Notice of the State Environmental Protection Administration on Further Well Doing the Work of Examination and Approval and Management
of the Import of Steel and Iron Scraps

Huan Han [2005] No. 158

The environmental protection bureaus (offices) of all provinces, autonomous regions and municipalities directly under the Central
Government, the Environment Development Center of the State Environmental Protection Administration (hereinafter referred to as the
SEPA):

With a view to well doing the environmental management on the imported waste steel and iron, and in light of, hereby are notified
of the issues regarding the examination and approval and the management of the import of waste steel and iron as follows according
to the actual demands of the national import of waste steel and iron:

Any iron & steel smelting enterprise, which accords with the state industry policies and is up to the standards of environmental protection,
may file an application to the Scraps Import Registration and Management Center of SEPA for importing the steel and iron scraps as
listed in the attachment.

When applying for the import of steel andiron scraps, the applicant shall submit the following materials:

(a)

an application for the import of scraps under seal of the entity as an applicant;

(b)

a photocopy of the valid business license of the enterprise to use the scraps;

(c)

a pollutant emission standard conformity certification issued by the environmental protection bureau at the prefecture level where
the enterprise is located;

(d)

The enterprise that applies for the import of steel and iron scraps for the first time shall provide photocopies of the environmental
impact evaluation documents and examination and approval documents of the construction projects of its main production facilities
as well as the photocopies of the approval documents on completion check and acceptance of its environmental protection facilities;
and

(e)

Any entity checked and ratified by the SEPA for processing and utilizing the waste hardware and electrical appliances, waste electrical
wires and cables and waste electric machinery (hereinafter referred to as the designated entities) may apply for importing a small
quantity of steel and iron scraps (not exceeding 10 % of its annual processing capacity), but it shall provide the product supply
contract signed between it and a steel and iron smelting enterprise which accords with the state industrial policies and is up to
the standards of environmental protection.

Where any enterprise violates the provisions mentioned above, the SFDA will, pursuant to the concrete situation, issue a notice to
the local environmental protection authority and the enterprise to suspend the import business of this enterprise and disqualify
it for from being a designated enterprise, and shall give punishment to the enterprise according to the relevant laws and provisions.

The environmental protection authorities at all levels shall carefully exercise their respective functions, strengthen the examination
and approval and management of imported steel and iron scraps and prevent the imported steel and iron scraps from polluting the environment.

Attachment: List of Steel and Iron Scraps as Raw Materials under Automatic Import Licensing(Omitted)

State Environmental Protection Administration

April 30, 2005

Key Words: environmental protection, pollution control, steel and iron scraps, examination and approval, notice

Send a copy to: the State Development and Reform Commission, the Ministry of Commerce, the General Administration of Customs, General
Office of the State Bureau of Quality Supervision, Inspection and Quarantine

State Environmental Protection Administration
2005-04-30

PROVISIONAL ADMINISTRATIVE MEASURES ON TEXTILE EXPORT

e04082

Ministry of Commerce

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

No. 20

Provisional Administrative Measures on Textile Export has been adopted on the 15th ministerial meeting of Ministry of Commerce on
Sep 16, 2005, which is now announced and takes effects as from Sep 22, 2005. Provisional Administrative Measures on Textile Export
(temporary) (Ministry of Decree No.13, 2005) is abolished at the same time.

Minister of the Ministry of Commerce Bo Xilai

Sep 22, 2005

Provisional Administrative Measures on Textile Export

Article 1 .

In accordance with Foreign Trade Law of the People’s Republic of China and Administrative License Law of the People’s Republic of
China, this Measures is stipulated for the purposes of speeding up the increasing transformation of national textile export and stabilizing
export business order as well.

Article 2 .

Ministry of Commerce is responsible for the provisional administration on national textile export, and stipulating and adjusting List
of Commodities under Provisional Administration of Textile Export (hereinafter referred to as “List of Commodities under Administration”)
together with General Administration of Customs and General Administration of Quality Supervision, Inspection and Quarantine in line
with work requirements.

Ministry of Commerce authorizes provinces, autonomous regions, municipalities, separately listed cities, Xinjiang Xinjiang Production
and Construction Corps of CPLA, and administrative commercial departments of Harbin, Changchun, Shenyang, Nanjing, Chengdu, Guangzhou
and Xi’an (hereinafter referred to as all local administrative commercial departments) to supervise the local provisional export
permission administration.

General Administration of Quality Supervision, Inspection and Quarantine authorizes above departments to issue certificate of origin
of provisional textile export in line with suggestions of Ministry of Commerce.

Article 3 .

Ministry of Commerce, General Administration of Customs and General Administration of Quality Supervision, Inspection and Quarantine
will release List of Commodities under Administration in form of announcement, the contents of which include products categories
and relevant tariff codes, involved countries or regions, implementing time period and permitted quantity.

Article 4 .

Countries of exportation in the Measures refer to the final destination counties (regions), and the countries of processing trade
exportation refer to the countries of exportation of real declaration. The Measures does not apply for transit trade.

Article 5 .

Administration on Provisional Textile Export Permission applies for the following Customs supervision:

Average trade, barter trade, importing materials and processing and exporting commodities of assembling trade, compensation trade,
processing with imported materials, bonded factory and other trade.

Customs will not check license of textiles under List of Commodities under Administration from overseas to special supervision areas
of Customs such as bonded areas, export processing areas and bonded places, however, Customs will go through approval formalities
by license when above commodities are exported to countries or regions that require provisional textile export administration.

Article 6 .

All textiles listed in List of Commodities under Administration are under the provisional export management system. Ministry of Commerce
authorize bureau of license affairs to administrate on total, and direct all local administrative commercial departments to issue
Provisional Export License of Textile (hereinafter referred to as License). Ministry of Commerce, General Administration of Customs
and General Administration of Quality Supervision, Inspection and Quarantine will separately announce certificate-issuing organs,
license sample and special seal.

Article 7 .

Before exporting commodities listed in List of Commodities under Administration, foreign trade business operators (including central
enterprises, hereinafter to as “business operators”) should go through examination and approval formalities of provisional export
permission, and apply for license, with which customs declaration formalities can be finished.

Article 8 .

Commodities in List of Commodities under Administration includes:

(1)

. Textiles under the limit of relevant countries and regions;

(2)

. Textiles under the provisional quantity management in accordance with bilateral agreement.

Article 9 .

Stipendiary public bidding will be hold up for a certain percentage of provisional permitted export quantity, and the rest will be
distributed in line achievements. In accordance with export achievements of relevant commodities, the permitted applying quantities
of provisional export under item of customs export achievements (hereinafter referred to as permitted applying quantity) will be
calculated in accordance with the following formulas.

STa1c70%1/M1+30%2/M2+a23/M3]

Thereinto:

(1)

S refers to permitted applying quantity;

(2)

T refers to the total permitted quantity of national provisional export;

(3)

Q1 refers to export achievement to countries or regions limiting on textile export of China after integration; Q2 refer to export
achievements to other countries or regions except those limiting on textile export of China after integration; Q3 refers to export
achievements before integration during statistic period.

(4)

M1 refers to export achievements to countries or regions limiting on textile export of China of all national business operators after
integrations; M2 refer to export achievements to other countries or regions except those limiting on textile export of China of all
national business operators after integration; Q3 refers to export achievements of all national business operators before integration
during statistic period.

(5)

a1 refers to export weighting after integration; a2 refers to export weighting before, interim a1=0.7, a2=0.3; in case the statistic
period doesn’t cover period before interpretation, a1=1, a2=0.

(6)

The minimum permitted applying quantity of all categories is 2004 piece (kg, square meter, and pair). In case the permitted applying
quantity in line with the above formulas is less than the minimum quantity, the total permitted applying amount equals to zero.

(7)

The rest will be distributed in accordance with achievements.

Article 10 .

Ministry of Commerce confirms business operators’ export achievement of relevant commodities in line with following principles:

(1)

. Statistic date of export under the 10-digit tariff code of Customs.

(2)

. The time period of statistic is 12 months before implementation of provisional export permission.

With consideration of special export situation of 2005, permitted applying amount of 2006 will be calculated with formula of Article
9 , the statistic period is from Jun 1, 2005 to May 31, 2005, and permitted applying amount during Jun 11, to Dec 31, 2005 is additionally
added as well.

(3)

. Export achievement of average trade and processing trade will be calculated as 100 percent of export sum total of China Customs.

(4)

. Export achievement of enterprises in western areas will be calculated as 150 percent of export sum total of China Customs, and export
achievement of enterprises in old industry base in central and northeast areas will be calculated as 130 percent of export sum total
of China Customs.

(5)

. Export achievement of group corporations with branches will be calculated in line with real operators (in accordance with Customs
enterprise code), the provisional export permission will be calculated to operators.

Article 11 .

Ministry of Commerce will confirm commodity categories and amount that business operators can apply for in accordance with distributing
principle, and inform all local administrative commercial departments in written from or electronic form in 30 days after the issue
of List of Commodities under Administration in a time or several times, and publish on website at the same time.

Article 12 .

Business operators with permitted applying quantity should apply to local administrative departments in permitted applying categories
and quantity of Ministry of Commerce.

Article 13 .

All local administrative departments should submit applying reports and electronic data of local business operators within 15 days
after issue of permitted applying quantity.

Ministry of Commerce will go through examination and approval formalities of all local administrative departments together within
15 days after receiving the reports and electronic data, and make known the distributed quantity of provisional export permission
of different business operators in form of ministerial letters.

Article 14 .

The provisional permitted quantity of textile is conveyable. Local administrative departments are responsible for registration and
technique management of alienation within the local areas, and Ministry of Commerce is responsible for the registration of trans-areas
alienations, and China International Electronic Commercial Center will be responsible for the technique management. Operators accepting
the permitted quantity must have been registered in administrative departments on industry and commerce, and administrative departments
of foreign trade as well.

Article 15 .

The principles of “one license, one approval” and “one license for one customs declaration” will be carried out on provisional textile
export permission that will take effect in 6 months, and will be abolished after expiration. In case holders of provisional textile
export license have not exported during effective period, they may apply for prolonging formalities at the original certificate issuing
organs, however, no more than 3 months can be prolonged, and new certificates are needed for prolonging and modification.

Article 16 .

In case the obtained permitted provisional export quantity cannot be completed used during effective time, business operators should
submit those of the rest to Ministry of Commerce through local administrative commercial departments no later than 60 days before
the end of permitted year.

Article 17 .

In case holders of provisional textile export licenses have not finished 80 percent of permitted applying amount in effective period
and failed to submit the rest, Ministry of Commerce will deduct their distributing amount of next year proportionally.

Article 18 .

All submitted and un-submitted quantities will be reckoned in the rest amount of provisional textile export permission of the year,
the total amount of which will be redistributed by Ministry of Commerce in accordance with relevant regulations of Article 9 . The
distribution will be informed no later than 45 days before the end of the permitted year.

Article 19 .

When applying for licenses, business operators should fill in Application Form for License faithfully, and affix seals at the same
time. Those who apply through Internet should fill related electronic forms and transmit to relevant certificate issuing organs.

Relevant export contracts (copy of the original) are also required be sent to certificate issuing organs.

Article 20 .

All certificate issuing organs should release licenses with in 3 days after receiving effective applications with correct contents
and right forms in lime with approval documents and relevant electronic date of provisional export permission released by administrative
commercial departments authorized by Ministry of Commerce.

Article 21 .

Business operators of commodities under provisional export permission administration should apply for certificate of origin to temporary
certificate issuing organs authorized by General Administration of Quality Supervision, Inspection and Quarantine after transaction
of provisional export permission licenses, by which certificate-issuing organs will release textile certificates of origin. Relevant
contents such as amount and currency amount should be in coincidence.

Article 22 .

Business operators may go through formalities of export declaration by special seal for textile permission licenses, and go through
the Customs at importing countries by electronic date and licenses in written form of Ministry of Commerce and certificates of origin
issued by administrative certificate issuing organs.

Article 23 .

License with special seal for textile permission are needed for textile export formalities. For textiles belonging legal inspection
exit, Declaration Form of Exit Commodities released by institutes of inspection and quarantine are needed as well.

Ministry of Commerce will carry out net working inspection together with General Administration of Customs. Relevant inspection mechanism
and administrative measures will be announced for implementation separately.

Article 24 .

Provisional textile export license cannot be forged or altered. Any actions of Falsification of documents of permission and export
license will be severely published in accordance with Foreign Law of the People’s Republic of China, Custom Law of the People’s Republic
of China, Regulations on Commodity Import and Export of the People’s Republic of China and Administrative Measures on Commodity Export
License. Ministry of Commerce may cancel the obtained provisional textile export quantity at the same time.

Article 25 .

Export license are not required for export samples with amount of each batch no more than 50 pieces (suit, pair, kg or other unit,
excluding units like dozen, dozen pairs, dozen suits and ton); however business operators may apply for license within applicable
scope in case the importing countries require.

Article 26 .

Please refer to Administrative Measures on Commodity Export License for export affairs of exhibitions. In case the importing counties
require, please refer to relevant regulations of Article 25 .

Article 27 .

In case commodities made in China are not exported in accordance with regulations of the Measures, and transited to countries and
regions listed in List of Commodities under Administration through the third country or region, business operators cannot undertake
business related to commodities under provisional export permission administration in one year as form relevant punishments take
effect.

Unless there are separate regulations, Administrative Measures on Commodity Export License should be followed to issue license, carry
out investigation on law enforcement agency, inspect certificate-issuing organs and give relevant punishment.

Article 29 .

The Measures is not applicable for textiles processed in mainland through OPA, and the origin of which is not china’s mainland.

The Measurers is not applicable for distribution of rest amount of 2005 either.

Article 30 .

Ministry of Commerce is responsible for explanations for the Measures.

Article 31 .

The Measures takes effect as from its release, and Provisional Administrative Measures on Textile Export (temporary) is abolished
at the same time.

Ministry of Commerce
2005-09-22

CIRCULAR OF THE DEPARTMENT OF FOREIGN TRADE OF THE MINISTRY OF COMMERCE ON RELEVANT ISSUES CONCERNING THE CUSTOMS CODES OF SUCH PRODUCTS AS WINDOW CURTAIN, KNITTED CLOTHES AND CHEMICAL FIBER TROUSERS EXPORTED TO THE UNITED STATES

The Department of Foreign Trade of the Ministry of Commerce

Circular of the Department of Foreign Trade of the Ministry of Commerce on Relevant Issues concerning the Customs Codes of such Products
as Window Curtain, Knitted Clothes and Chemical Fiber Trousers Exported to the United States

In order to conduct pertinent administration on the export quantities of the 21 kinds if products listed in the Memorandum of Understanding
between the Governments of the People’s Republic of China and the United States of America concerning Trade in Textile and Apparel
Products, the Ministry of Commerce together with the General Administration of Customs conducted an readjustment on part of the commodity
code of China Customs and issued the Temporary Commodity Regulatory Catalogue for Textile Products Exported to the United States
(the Announcement of the Ministry of Commerce, the General Administration of Customs, and the General Administration of Quality Supervision,
Inspection and Quarantine No. 87[2005], and hereinafter referred to as the Temporary Commodity Regulatory Catalogue). And in order
to facilitate the export declaration of the enterprises, this circular in hereby given on relevant issues concerning the codes of
the non-regulatory commodities in the readjusted catalogue.

Products of Item 666 exported to the United States do not belong to the Commodity Regulatory Catalogue and do not require the Export
License for Textile Products Exported to the United States, except window blinds roller shutters and widow curtains, and the enterprises
may go through the formalities of export declaration while resorting to the customs codes of 6303121090, 6303122090, 6303920090,
6303191010, 6303191090 and 6303990020 as of the date of January 1, 2006.

II.

Such apparels exported to the United States, with all parts including rims and pockets (if exist) being directly knitted and interconnected,
of Item 338/9 and 638/9 as are directly knitted and manufactured by flat knitting machines, and have more than 9 and less than or
equal to 18 knitting needles per 2 cm measured from the surface of the textile fabric in a clockwise direction do not belong to Commodity
Regulatory Catalogue and do not require the Export License for Textile Products Exported to the United States, and the enterprises
may go through the formalities of export declaration while resorting to the customs codes of 6110200099, 6110909099 and 6110300099
as of the date of January 1, 2006.

III.

The ski trousers of Item 647/8 exported to the United States do not belong to the Commodity Regulatory Catalogue and do not require
the Export License for Textile Products Exported to the United States, and the enterprises may go through the formalities of export
declaration while resorting to the customs codes of 6203439099 and 6204630099 as of the date of January 1, 2006.

All the aforesaid information serves only as reference for the enterprises, while in the actual operations, the enterprises shall
go through the formalities of export declaration with reference to the actual descriptions of the products and to the Practical Handbook
for Customs Declaration in China (2006 Edition).

The Department of Foreign Trade of the Ministry of Commerce

December 28, 2005

The Department of Foreign Trade of the Ministry of Commerce
2005-12-28

ANNOUNCEMENT

The Ministry of Commerce

Announcement [2005] No.18 of the Ministry of Commerce Ministry of Commerce Announced Its Interim Review Decision on the Anti-dumping
Measures Applied to Imported PET Chips (poly ethylene terephthalate) Originating from HYOSUNG Corporation in ROK.

[2005] No.18

In accordance with Anti-dumping Regulations of People’s Republic of China and Interim Review Temporary Regulations on Dumping and
Dumping Margin, Ministry of Commerce issued Announcement No.18, 2004 on April 26 last year to start a Dumping and Dumping Margin
Interim Review on the anti-dumping measures applied to imported PET Chips (poly ethylene terephthalate) originating from HYOSUNG
Corporation in ROK.

The investigated products in the Interim Review, namely PET Chips (poly ethylene terephthalate), are consistent with those in the
anti-dumping investigation. The investigated products are listed under No. 39076011 and 39076019 in Import and Export Tariffs of
General Administration of Customs of PRC (2005).

On the basis of the Interim Review, Ministry of Commerce raised, to the State Council, suggestions on amending the anti-dumping duty
rate. The arbitration of the Interim Review is as follows:

The anti-dumping duty rate applied to PET Chips originating from HYOSUNG Corporation in ROK shall be adjusted to 26%, which shall
be carried out as of April 26, 2005 by General Administration of Customs of PRC.

Importers shall, while importing PET Chips originating from HYOSUNG Corporation, pay relevant anti-dumping duties to General Administration
of Customs of PRC. Anti-dumping Duty= Customs Tax Payment Price * Anti-dumping Duty Rate.

The relevant interested parties, disagreed with the final arbitration or the levy of the anti-dumping duties, could apply for an administrative
reconsideration or lawsuit in accordance with Article 53 of Anti-dumping Regulations of People’s Republic of China.

Appendix: Ministry of Commerce Interim Review Arbitration on Anti-dumping Measures Applied to PET Chips originating from HYOSUNG Corporation
in ROK. (Omitted)

Ministry of Commerce

April 25, 2005

The Ministry of Commerce
2005-04-25

REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF COMPANY REGISTRATION (AMENDED IN 2005)

Regulations of the People’s Republic of China on the Administration of Company Registration (Amended in 2005)

No.451 [2005] Order of the State Council
December 18,2005

(Promulgated by Order No. 156 of the State Council of the People’s Republic of China on June 24, 1994 and amended according to the
Decision of the State Council on Amending the Regulations of the People’s Republic of China for the Administration on Company Registration
on December 18, 2005)

Chapter I General Provisions

Article 1

For the purpose of confirming the enterprise legal person qualification of companies and regulating the company registration behaviors,
the present regulations have been formulated according to the Company Law of the People’s Republic of China (hereinafter referred
to as the Company Law).

Article 2

As to the establishment, alteration or termination of limited liability companies and joint stock limited companies (hereinafter
referred to as the companies), the registration of the companies should be transacted according to the present regulations.

As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents
and materials.

Article 3

Only after the registration at the company registration organs according to law and the acquirement of a Business License of an Enterprise
Legal Person, can a company acquire the qualification of an enterprise legal person.

A company, which is established as of the present Regulations go into effect, shall not engage in any business activity in the name
of the company unless it is registered at the company registration organ.

Article 4

Administrations for industry and commerce shall be the company registration organs.

The company registration organs at a lower level shall work under the leadership of the company registration organs at a higher level.

Company registration organs shall perform their duties according to laws and free from any unlawful interference.

Article 5

The State Administration for Industry and Commerce shall be in charge of the work of company registration in the whole country.

Chapter II Jurisdiction on Registration

Article 6

The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the State Council performs the responsibilities
as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50%
shares therein;

(2)

Foreign-funded companies;

(3)

Companies subject to the registration of the State Administration for Industry and Commerce according to the relevant laws, administrative
regulations or decisions of the State Council; and

(4)

Other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the
relevant provisions.

Article 7

The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government
shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the people’s government of a province,
autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor,
and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein;

(2)

Companies, which are established with the investment of a natural person, and are prescribed to register at the administration for
industry and commerce of a province, autonomous region, or municipality directly under the Central Government;

(3)

Companies, prescribed by the laws, administrative regulations and decisions of the State Council, subject to the registration of
the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
and

(4)

Other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce.”

Article 8

The administration for industry and commerce of a districted city (region) or county, the sub-administration for industry and commerce
of the municipality directly under the Central Government, the regional sub-administration for industry and commerce of a districted
city shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies other than the companies as prescribed in Articles 6 and 7 of the present Regulations; and

(2)

Companies subject to the registration as authorized by the State Administration for Industry and Commerce or the administration for
industry and commerce of a province, autonomous region, or municipality directly under the Central Government.

The specific jurisdiction on registration as prescribed in the preceding paragraph shall be formulated by the administration for industry
and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administration
for industry and commerce of a districted city (region) shall be responsible for the registration of joint stock limited companies.

Chapter III Items for Registration

Article 9

Items for company registration shall include:

(1)

Name;

(2)

Domicile

(3)

Name of the legal representative;

(4)

Registered capital;

(5)

Paid-in capital

(6)

Type of enterprise;

(7)

Business scope;

(8)

Term for business operation; and

(9)

Names of the shareholders of limited liability companies or names of initiators of joint stock limited companies as well as the amount,
time and form of contributions as subscribed and actually paid.

Article 10

The items for company registration shall accord with the provisions of laws and administrative regulations. Company registration
organs shall refuse to register any company whose items for registration do not accord with the provisions of laws and administrative
regulations.

Article 11

The name of a company shall conform to the relevant provisions of the State. A company shall only use one name. The name of a company
which has been approved and registered by an company registration organ company registration organ shall be protected by law.

Article 12

The domicile of a company shall be the place of the major office of the company. There must be only one domicile registered by the
company registration organ. The domicile of the company shall be within the jurisdiction of its company registration organ.

Article 13

The registered capital and paid-in capital of a company shall be expressed in RMB, except for otherwise provisions by laws and administrative
regulations.

Article 14

Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law. As for shareholders who
contribute with property other than currency, in-kind, intellectual property or land use right, the registration measures thereof
shall be formulated by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State
Council.

No shareholder may make any contribution with capital that evaluated from labor, credit, name of a natural person, goodwill, franchise
or properties to which any guarantee has been made.

Article 15

The business scope of a company shall be prescribed in the articles of association thereof, and shall be subject to registration
according to law.

The terminology applied in the business scope of a company shall refer to the standards for industrial categories of the national
economy.

Article 16

The companies are classified into limited liability companies and joint stock limited companies.

As to a one-person limited liability company, the sole-investor nature of the natural person or legal person shall be indicated in
the registration documents of the company and in the business license thereof as well.

Chapter IV Registration for Establishment

Article 17

As to the establishment of a company, an application for the in advance approval of its name shall be filed. .

As for the establishments of companies which need to be reported for examination and approval according to laws or administrative
regulations or the decisions of the State Council, or whose scopes of business, items of which fall within the ones needed to be
examined and approved before registration according to laws or administrative regulations or decisions of the State Council, an application
shall be filed for the in advance approval of their names before they are submitted for approval in the company name approved by
the company registration organs.

Article 18

As to the establishment of a limited liability company, the representative designated or an agent jointly consigned by all the shareholders
shall file an application for the in advance approval of its name with the company registration organ; as to the establishment of
a joint stock limited company, the representative designated or an agent jointly consigned by all the initiators shall file an application
for the in advance approval of its name with the company registration organ.

When applying for the in advance approval of a company name, the following documents shall be provided:

(1)

An application for the in advance approval of the company name signed by all the shareholders of a limited liability company or by
all the initiators of a joint stock limited company;

(2)

The certificates for the designation of the representative and the joint consignation of the attorney by all the shareholders or
initiators; and

(3)

Other documents as required for submission by the provisions of the State Administration for Industry and Commerce.

Article 19

The reservation period of a approved company name in advance shall be six months, within which the approved name in advance may not
be used to engage in business operation or transferred.

Article 20

As to the establishment of a limited liability company, the representative designated or an agent jointly commissioned by all the
shareholders shall file an application for registration with the company registration organ. As to the establishment of a company
wholly owned by the State, the state-owned assets supervision and administration organ authorized by the State council or the local
people’s government of the same level shall act as an applicant and file an application for registration. As for a limited liability
company which is subject to the examination and approval according to laws or administrative regulations, an application shall be
filed for establishment registration within 90 days as of the day of approval. If the application for establishment registration
is filed after the period expires, the applicant shall report to the examination and approval organ for confirmation of the validity
of the original approval documents or apply for approval otherwise.

When applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration
organ:

(1)

The application for the establishment of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by all the shareholders;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization, except it is otherwise
prescribed by any other law or administrative regulation;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the documents proving that the formalities for
transferring the property thereof have been transacted shall be submitted when the company transacts the formalities for the establishment
registration.

(6)

The certificates for the subject qualifications or the natural person identity of shareholders .

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for
their commission, election or employment;

(8)

The document of appointment and certificate of identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. and

(11)

Any other document as required by the State Administration for Industry and Commerce for submission.

The first capital contributions made by shareholders of a foreign-funded limited liability company shall accord with the provisions
of laws and administrative regulations, and the rest shall be contributed in full amount within 2 years as of the establishment of
the company. Particularly, the investment company may contribute its capital in full amount within 5 years.

As for a limited liability company whose establishment shall be applied for examination and approval as prescribed by laws, administrative
regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 21

When establishing a limited joint stock company, the board of directors shall apply for registration with the company registration
organ. If the limited joint stock company is established by public offering, an application for establishment registration shall
be filed with the company registration organ within 30 days after the establishment assembly is over. ..

When establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:

(1)

The application for the establishment registration of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by the board of directors;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the certification documents proving that the
formalities for transferring the property thereof have been transacted shall be submitted in the establishment registration of the
company.

(6)

The certificate for the legal person qualifications or the natural person identity of shareholders;

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for
their commission, election or employment;

(8)

The documents of appointment and the certificate for the identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. And

(11)

Other documents as required by the State Administration for Industry and Commerce for submission.

If a joint stock limited company is established by public offering, the record of the establishment assembly shall be submitted as
well. As for a joint stock limited company established by public offering which issues stocks in public, the relevant approval documents
of the supervision and administration institution of securities of the State Council shall be submitted as well.

As for a joint stock limited company whose establishment shall be applied for examination and approval as prescribed by laws, administrative
regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 22

The items within the business scope of the company registration application, which shall be examined and approved before registration
according to laws or administrative regulations, shall be submitted for approval to the relevant departments of the State before
applying for registration, and the relevant approval documents shall be submitted to the company registration organ.

Article 23

If the articles of association of the company include content that violating the laws or administrative regulations, the company
registration organ shall have the right to require the company to make corresponding corrections.

Article 24

The certificate for company domicile refers to the documents that can certify the company’s usufruct of to its domicile.

Article 25

The lawfully established company shall be issued a Business License of Legal Entity by the company registration organ. And the issuing
date of the business license of the company shall be the establishment date of the company. The company shall, upon the strength
of the Business License of Legal Entity approved and issued by the company registration organ, make its seals, open a bank account
and apply for the registration of tax payment.

Chapter V Alteration Registration

Article 26

When altering the registration items, a company shall apply for alteration registration with the original company registration organ.

A company may not alter any registration item by itself without alteration registration.

Article 27

When applying for alteration registration, a company shall submit the following documents to the company registration organ:

(1)

The application for alteration registration signed by the legal representative of the company;

(2)

The resolution or decision on the alteration which is made in accordance with the Company Law; and

(3)

Other documents as required by the State Administration for Industry and Commerce for submission..

In case the alteration registration of the company concern the revision of the articles of association, the revised version of the
articles of association or the amendment of the articles of association signed by the legal representative of the company shall be
submitted.

As for the items of alteration registration that shall be approved before registration as prescribed by laws, administrative regulations
or decisions of the State Council, the relevant approval documents shall be submitted to the company registration organ as well.

Article 28

When altering the name of a company, an application for alteration registration shall be filed within 30 days as of the date when
the resolution or decision on the alteration is made.

Article 29

When altering the company domicile of a company, an application for alteration registration shall be filed before the company moves
into the new domicile, and the certificate for the use of the new domicile shall be submitted as well.

As for the inter-jurisdiction alteration of domicile, the company shall file an application for alteration registration of the domicile
with the company registration organ of its new domicile. If the company registration organ of the new domicile accepts the application,
the original company registration organ shall transfer the files of company registration to the company registration organ of the
new domicile.

Article 30

If the legal representative of a company is altered, an application for the alteration registration shall be filed within 30 days
as of the date when the resolution or decision on the alteration is made.

Article 31

If a company alters its registered capital, it shall present the certification of capital verification issued by a lawfully established
capital verification organization.

If a company increases its registered capital, the capital contributions of the increased amount by the shareholders of a limited
liability company and the new stocks as subscribed by the shareholders of a joint stock limited company shall be executed respectively
according to the relevant provisions of the Company Law on the capital contributions for the establishment of a limited liability
company and on the subscription of stocks for the establishment of a joint stock company. If a joint stock limited company increases
its registered capital by means of public offer of stocks or a listed company increases its registered capital by means of non-public
offer of stocks, the approval documents issued by the supervision and administration institution of securities of the State Council
shall be submitted as well.

When the statutory common reserve of a company is converted into its registered capital, it shall be indicated in the assets verification
certification that the rest of the statutory common reserve of the company shall be not less than 25% of the registered capital thereof
before the conversion is conducted.

In case of reduction of the registered capital, a company shall apply for the alteration registration within 90 days when the resolution
or decision on the alteration is made, and the relevant certificate certifying that the company has published the announcement on
the reduction of its registered capital in the newspapers and an illustration on the situation of debt clearance or debt guarantee
of the company shall be submitted as well

The registered capital of a company after capital reduction shall not be less than the minimum amount of the registered capital as
prescribed by law.

Article 32

If a company alters its paid-in capital, .the asset verification certification issued by an lawfully established asset verification
institution shall be submitted, and the capital contribution shall be made .in light of the time and form of capital contributions
as indicated in the articles of association. The company shall, within 30 days as of the contribution of capital or funds as generated
from the issuance of stocks in full amount, apply for the alteration registration.

Article 33

When altering the business scope, a company shall file an application for alteration registration within 30 days as of the date when
the resolution or decision on the alteration is made. If the alteration in business scope concerns items that are required by laws
or administrative regulations for approval, the application alteration registration shall be filed within 30 days as of the date
of approval by relevant departments of the State.

Where the licenses or other approval documents for any item within the business scope of a company, which shall be subject to the
approval according to relevant laws, administrative regulations or decisions of the State Council, are suspended or revoked or expires,
the company shall, within 30 days as of the suspension or revocation of the licenses or other approval documents or as of the expiration
date, apply for the alteration registration or transact the formalities of deregistration according to the provisions of Chapter
VI of the present Regulations.

Article 34

When altering the type of company, an application for the alteration registration shall be filed with the company registration organ
within the prescribed time limit according to the requirements of the type of company to be altered into, and the relevant documents
shall be submitted as well. .

Article 35

When a limited liability company transfers its stock rights, it shall file an application for the alteration registration within
30 days as of the date when the stock rights are transferred, and it shall submit the certifications for the subject qualifications
or natural person identity of the new shareholder.

If a natural-person shareholder of a limited liability company dies, and his lawful inheritor inherits his qualification as a shareholder,
the company shall apply for alteration registration according to the provisions of the preceding paragraph.

If the shareholder of a limited liability company or the initiator of a joint stock limited company alters the personal name, the
company shall file an application for the alteration registration within 30 days as of the date when the name is altered.

Article 36

If the alteration registration of any item of a company concerns the alteration of any registered item of its branch, the company
shall apply for the alteration registration for its branch within 30 days as of the day when the alteration of the company is registered.

Article 37

If the articles of association of a company have been revised but the revision or revisions do not concern any registration item,
the company shall submit the revised articles of association or the amendment of the articles of association to the original company
registration organ for archival filing.

Article 38

If there is any alteration in the directors, supervisors or managers of a company, the company shall submit the alteration to the
original company registration organ for archival filing.

Article 39

If the registration items have been altered after a company continues to exist despite merger or separation, the company shall file
an application for the alteration registration; for a company which is dissolved after merger or separation, it shall file an application
for writing-off registration. As for a company newly established after merger or separation, it shall file an application for establishment
registration.

In the case of merger or separation of a company, the company shall file an application for registration within 90 days as of the
date when the announcement is made, and submit the merger agreement, the resolution or decision concerning the merger or separation,
the certificate certifying that the company has published its announcement on merger or separation in the newspapers, of and an illustration
on the situation of its debt clearance or debt guarantee. If the merger or separation of a company shall be reported for examination
and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents
shall be submitted as well.

Article 40

If the items of the alterations registration concern the items as specified in the business license of the enterprise legal-person,
the company registration organ shall issue a new business license.

Article 41

When applying with the company registration organ for revocation or of its alteration registration according to the provisions of
Article 22 of the Company Law, . the following documents shall be submitted:

(1)

An Application as signed by the legal representative of the company; and

(2)

A written judgment of the people’s court.

Chapter VI Writing-Off Registration

Article 42

Where a company is dissolved and shall undergo liquidation according to laws, a liquidation group shall, within 10 days as of its
formation, report the list of its members and principal to the company registration organ for archival filing.

Article 43

Under any of the following circumstances, the liquidation of a company shall apply for the writing-off registration with the original
company registration organ within 30 days as of the date when the liquidation ends:

(1)

The company is declared bankrupt according to law;

(2)

The business operation term as prescribed in the articles of association expires or other causes for the dissolution of the company
as prescribed in the articles of association emerge, except that the company continue to exist by altering the articles of association;

(3)

The company is dissolved by the resolution of the meeting of shareholders or the general assembly of Shareholders, or by the resolution
of the shareholder of a one-person limited liability company or of the board of directors of a foreign-funded company;

(4)

The company is revoked of its business license, order to close down or revoked according to law;

(5)

The company is dissolved by the People’s court according to law; or

(6)

Other circumstances fro dissolution as prescribed by laws and administrative regulations.

Article 44

When applying for writing-off registration, a company shall submit the following documents:

(1)

The application letter for writing-off registration as signed by the principal of the liquidation group of the company;

(2)

The ruling on bankruptcy and the adjudication document on dissolution made by the People’s Court, the resolution or decision made
by the company according to the Company Law, and the documents of administrative institution on ordering the company to close down
or on revoking the company;

(3)

The liquidation report as filed and affirmed by the meeting of shareholders, the general assembly of shareholders, the shareholder
of a one-person limited liability company, the board of directors of a foreign-funded company, the People’s Court or the company
approval organ;

(4)

The Business License of Legal Entity of the company; and

(5)

Other documents as required by laws or administrative regulations for submission.

Where a solely state-owned company applies for writing-off registration, it shall additionally submit the decision of the supervision
and administration institution of state-owned assets. Particularly, for the key solely state-owned companies as decided by the State
Council, the approval documents of the people’s government at the same level shall be submitted as well.

Where a company that has branches applies for writing off registration, the certificates of writing off registration of its branches
shall be submitted as well.

Article 45

A company shall be terminated after the writing-off registration at the company registration organ.

Chapter VII Registration of Branch Companies

Article 46

The “branch company” refers to an organization established by a company to engage in business operation outside its domicile. A branch
company doesn’t have the qualifications as a legal entity.

Article 47

The registration items of a branch or branches of a company shall include the name, business place, principal and business scope.

The name of a branch company shall accord with the relevant provisions of the State.

The

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE WORK OF ANALYZING THE REAL ESTATE TAX REVENUE

State Administration of Taxation

Notice of the State Administration of Taxation on Strengthening the Work of Analyzing the Real Estate Tax Revenue

Guo Shui Fa [2005] No. 151

Departments (bureaus) of finance, bureaus of state taxes and bureaus of local taxes in all provinces, autonomous regions, municipalities
directly under the Central Government, and cities specially designated in the state plan:

The real estate industry occupies an important place in the national economy, and the strengthening of the macroscopic control in
the real estate industry constitutes an important component of the macroscopic control of the national economy. All the authorities
concerned are required by the State Council to conduct a close tracking and a timely study of the situations in the real estate industry.
Notice is hereby given on relevant requirements of work for the purposes of carrying out the instructions of the State Council, of
strengthening the work of analyzing the tax revenue in the real estate industry, and of giving full play to the adjust and control
role of tax in the real estate industry.

A report of the situations of all regions in carrying out the Notice of the General Office of the State Council on the Transmission
of the Proposals Submitted by the Ministry of Construction, the Ministry of Finance, the State Administration of Taxation and other
Seven Ministries and Commissions concerning Doing Well the Work of Stabilizing the Housing Price (Guo Ban Fa [2005] No. 26) shall
quarterly be submitted to the State Administration of Taxation, and descriptions of the situations in the 40 key cities shall separately
be presented in the submitted documents.

II.

Analyses shall be conducted on the related situations of various tax categories in the submitted documents of all regions, and the
requirements for various tax categories in the process of submission are as follows:

(1)

. The Policy of Business Tax and its Collection and Administration

The floor space completed, the sales floor space, the sales turnover, the taxed sales floor space, and the taxed sales turnover of
the newly-built commercial housings and the actually collected business tax.

The sold floor space of individuals’ housings purchased for less than 2 years and the business tax collected herein. The sold floor
space of individuals’ common and non-common housings purchased for more than 2 years and the business tax collected herein.

The lease floor space of housings, the rentals and the business tax collected herein.

(2)

. The Policy of Income Tax and its Collection and Administration

The situations in carrying out the Notice of the Ministry of Finance, the State Administration of Taxation and the Ministry of Construction
on Relevant Issues concerning the Collection of Individual Income Tax on the Individual’s Income Earned by Selling Housings (Cai
Shui Zi [1999] No. 278)

How is the income from housing lease taxed, and what is the collection rate in case that the individual income tax is collected with
the integrated collection rate? How is the allocation of tax revenue conducted among various tax categories?

What problems exist in the current policy of exemption of individual income tax in housing sales and leases, and what are the proposals
and suggestions for improvement?

How to strengthen the collection and administration of individual income tax in housing sales and leases.

The statistics of the individual income tax revenue collected from housing sales and leases as of the year of 2003 (per year)

(3)

. The Policy of the City and Town Land Use Tax, the Land Value-added Tax and the Real Estate Tax and their Collection and Administration

The payable city and town land tax after the real estate development enterprises obtain the land-use right, and its concrete data
items are the household number of the real estate development enterprises, the floor space and the payable (exemptible) tax amount.

The payable land value-added tax of the income earned by real estate development enterprise in the alienation of land-use right and
development projects and the sales of newly-built commercial housings, and its concrete data items are the household number of the
real estate development enterprises, the alienated (sold) floor space, the income and the prepaid (or clearance) tax amount.

The land value-added tax paid in the alienation of housings in stock, and its concrete data items are the transaction quantity, the
transaction amount, the tax exemption amount, the payable tax amount and the actually paid tax amount.

The situation in the collection of real estate tax, and its concrete data items shall distinguish between self-use housings and lease
housings; and with regard to the lease housings, the individually leased shall be distinguished from the non-individually leased,
and the lease of dwelling housings shall be distinguished from the lease of non-dwelling housings.

The aforesaid data items shall be accompanied with their counterparts of the corresponding period in the previous year so as to conduct
analyses of the situations of increase and decrease. Those failing to submit the data of the corresponding period in the previous
year in accordance with the standards provided for in this Notice shall resort to the existing standards.

Those having difficulties in submitting data required in Article 2 and Article 4 may, in the year of 2005, provide the statistical
data in existence; while as of the year of 2006, they shall submit in accordance with the standards required. Those in all verity
failing to submit the data of the year of 2006 in accordance with the standards provided for in this Notice, shall indicate the circumstances
to the State Administration of Taxation, and shall actively provide conditions for submitting data in accordance with the standards
provided for as soon as possible.

(4)

. The Policy of Contract Tax and its Collection and Administration

The monthly total revenue collected from the contract tax.

The revenue collected from the housing contract tax and land contract tax against the total revenue.

The contract tax revenue collected from the sales of newly-built commercial housings against the housing contract tax revenue, and
the number of sets and floor spaces of the sold housings in increment; the contract tax revenue collected from the alienation of
housings in stock and the number of sets and floor spaces of the transacted housings in stock.

The contract tax revenue collected from the sales of common housings against the one collected from the newly-built commercial housings
and the number of sets and floor spaces of the transacted common housings; the contract tax revenue collected from the sales of non-common
housings and the number of sets and floor spaces of the transacted non-common housings.

The contract tax revenue collected from the sales of common housings against the one collected from the housings in stock and the
number of sets and floor spaces of the transacted common housings; the contract tax revenue collected from the sales of non-common
housings and the number of sets and floor spaces of the transacted non-common housings.

III.

The local authorities of taxation and finance at all levels shall strictly carry out the policies of real estate tax, and pay close
attention to the changes in the local real estate markets, so as to conduct tracking and assessing summarization of the influences
of the changes in the local real estate markets and the adjustment of the taxation policies upon the local real estate markets and
financial revenue.

Annex: Name list of the 40 Key Cities (omitted)

The State Administration of Taxation

September 22, 2005

State Administration of Taxation
2005-09-22

1...91011...28 Page 10 of 28

2005

AMENDMENT TO THE CRIMINAL LAW OF THE PEOPLE’S REPUBLIC OF CHINA

DONATIONS FOR PUBLIC WELFARE LAW

CIRCULAR OF STATE DEVELOPMENT AND REFORM COMMISSION AND STATE DEVELOPMENT BANK OF CHINA ABOUT THE RELATIVE ISSUES ON OFFERING MORE FINANCING SUPPORT TO KEY OVERSEAS-INVESTED PROJECTS

MEASURES FOR THE ADMINISTRATION OF THE SHORT-TERM FINANCING BILL

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON STRAIGHTENING OUT AND REPORTING THE TAX DEDUCTION OR EXEMPTION ITEMS AND TAX-FREE ITEMS AS WELL AS THE RELEVANT STANDARDS REGARDING INDIVIDUAL INCOME TAXES/BR/

CIRCULAR ON FURTHER IMPROVING THE MANAGEMENT OF THE TRADING PRICES IN THE INTER-BANK FOREIGN EXCHANGE MARKET AND THE QUOTED EXCHANGE RATES OF THE FOREIGN EXCHANGE-DESIGNATED BANKS

NOTICE OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON FURTHER WELL DOING THE WORK OF EXAMINATION AND APPROVAL AND MANAGEMENT OF THE IMPORT OF STEEL AND IRON SCRAPS

PROVISIONAL ADMINISTRATIVE MEASURES ON TEXTILE EXPORT

CIRCULAR OF THE DEPARTMENT OF FOREIGN TRADE OF THE MINISTRY OF COMMERCE ON RELEVANT ISSUES CONCERNING THE CUSTOMS CODES OF SUCH PRODUCTS AS WINDOW CURTAIN, KNITTED CLOTHES AND CHEMICAL FIBER TROUSERS EXPORTED TO THE UNITED STATES

ANNOUNCEMENT

REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF COMPANY REGISTRATION (AMENDED IN 2005)

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE WORK OF ANALYZING THE REAL ESTATE TAX REVENUE

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7