NOTICE OF CHINA DEVELOPMENT BANK AND MINISTRY OF SCIENCE AND TECHNOLOGY ON RELEVANT ISSUES CONCERNING THE WORK OF PROMOTING THE FINANCING WORK FOR SMALL-AND-MEDIUM-SIZED SCIENTIFIC AND TECHNOLOGICAL ENTERPRISES

China Development Bank, Ministry of Science and Technology

Notice of China Development Bank and Ministry of Science and Technology on Relevant Issues concerning the Work of Promoting the Financing
Work for Small-and-medium-sized Scientific and Technological Enterprises

Kai Hang Fa [2005] No. 117

Banking departments and all branches of China Development Bank, all departments, commissions and bureaus of science and technology
in all provinces, autonomous regions and municipalities directly under the central government, and all administrative committees
of national development zones for high and new technology industries:

Notice is hereby given on relevant issues for the purposes of guiding local governments and China Development Bank branches’ co-building
small-and-medium-sized scientific and technological enterprises’ investment and financing mechanism that is adapted to local practical
situations, of preventing and controlling credit risks and of enhancing the loan-granting support.

Guiding Principles

We ought to give full play to the preeminence of competent departments of science and technology in organizing and coordinating and
that of national development financial institutions in financing, to integrate resources of their own, to enhance the financing support
for small-and-medium-sized scientific and technological enterprises, and to promote the growth of high and new technology industries;

We ought to establish an effective mechanism characterized by an integration of “borrowing, utilizing and repaying” to prevent and
control financial risks by way of the building of credit standing, legal person, governing structure and cash flow;

Those objects eligible for financing support shall be small-and-medium-sized scientific and technological enterprises that conform
to the developing orientation of society, economy and science and technology; we shall, by way of financing, promote the reorganization
and optimization of local industrial structures , and support the development of industries with local characteristics;

We ought to lead social capitals to enhance the financing support for small-and-medium-sized scientific and technological enterprises
in the phases of embryo, adolescence and growth and to boost the self-innovation ability by way of the building of investment and
financing mechanism of science and technology;

We ought to adhere to the principle of attaching equal importance to both enhancing the support and stressing active stability and
practical effects, and to promote phase by phase the work of promoting the financing work for small-and-medium-sized scientific and
technological enterprises

II.

Responsibilities and Management

The Cooperative Committee of Ministry of Science and Technology and China Development Bank shall be responsible for the general coordination,
and for formulating guide lines and policies to further promote the financing work for small-and-medium-sized scientific and technological
enterprises.

Ministry of Science and Technology is responsible for guiding and promoting the cooperative carrying-out of loan-granting work for
small-and-medium-sized scientific and technological enterprises between the local competent departments of science and technology,
the administrative committees of National Development Zones for High and New Technology Industries and China Development Bank, and
for strengthening the management and guidance of those institutions on which rely the loan-granting platforms by way of policy matching,
science and technology credit standing building, supervision and examination, statistical analysis, personnel training, honoring
and rewarding and other measures. Department of Facilities and Financial Support, Torch High-tech Industrial Development Center and
Innovation Fund for Technology Based Firms are responsible for the concrete daily works.

China Development Bank is responsible for the loan-granting management work, for promoting cooperation between its branches and local
competent departments of science and technology and National Development Zones for High and New Technology Industries, and for conducting
management of relevant works of its branches by way of policy-making, planning, organizing, guiding, supervision, examination and
other measures.

Local competent departments of science and technology, administrative committees of National Development Zones for High and New Technology
Industries and China Development Bank branches, in a way of direct match-up cooperation, are responsible for the building of local
loan-granting platforms, the arrangement and management of personnel and institutions and the matching of relevant policies and measures,
for the concrete guidance and carrying-out of business, and for promoting the building of the credit standing of local small-and-medium-sized
scientific and technological enterprises, legal person, governing structure and cash flow.

China Development Bank branches, with the cooperation of loan-granting platforms, are responsible for concrete issues concerning the
development, review, loan-granting management and repayment of principal and interest of small-and-medium-sized scientific and technological
enterprises; the loan-granting platforms shall actively carry out relevant works in accordance with the requirements of China Development
Bank branches.

III.

Mode of Financing

Loan-granting for Small-and-medium-sized Scientific and Technological Enterprises

The local competent departments of science and technology or the administrative committees of National Development Zones for High
and New Technology Industries shall attach adequate importance to the co-building of loan-granting platforms with China Development
Bank. China Development Bank branches shall, in accordance with the loan-granting and management abilities of the platforms themselves,
the degree of policy matching and other practical situations, cooperate with the platform institutions, and the mode of cooperation
may be integrated loan-granting or direct loan-granting.

The loan-granting platform refers to the institution assuming or co-assuming, under the cultivation and guidance of China Development
Bank, the responsibilities of the development, review and post-loan management of its clients as required, in accordance with the
agreements in the small-and-medium-sized enterprises loan-granting contracts signed between China Development Bank branches and local
governments, small-and-medium-sized commercial banks (including urban credit cooperatives), rural credit unions, and guarantee companies,
etc. The loan-granting platform for small-and-medium-sized enterprises may be established on the basis of the local service centers
for the establishment of hi-tech enterprises (incubator), centers for promoting productive forces, bases of industries with local
characteristics, credit guarantee companies for small-and-medium-sized enterprises, hi-tech risk investment companies and other intermediate
organizations of science and technology.

The mode of integrated loan-granting refers to the loan-granting mode characterized by China Development Bank’s granting small-and-medium-sized
enterprises loans to enterprise and institutional legal persons that have loan-raising eligibility and loan-bearing ability (borrowers
of integrated borrow and integrated repayment, hereinafter referred to as “designated borrowers”), and by the designated borrowers’
utilizing loans granted by China Development Bank to provide small-and-medium-sized enterprises with capital support by way of consignment
loan and other legal and effective capital operation modes.

The mode of direct loan-granting refers to the loan-granting mode characterized by China Development Bank’s directly signing loan-raising
contracts with small-and-medium-sized enterprises that then assume the direct duty of loan-repayment to China Development Bank. The
loan-granting platform is only in charge of client development, project acceptance, preliminary review and other work.

The amount, time limit, review and post-loan management of loan-granting for small-and-medium-sized scientific and technological enterprises
shall be executed in accordance with the guiding propositions of China Development Bank on the review of loan-granting and credit
standing and credit management, etc. for small-and-medium-sized enterprises.

Loan-granting for the Establishment of Hi-tech Enterprises

Loan-granting for the establishment of hi-tech enterprise refers to that China Development Bank provides loan-granting supports to
excellent domestic investment companies for the establishment of enterprises and incubators of scientific and technological enterprises,
who then serve as a loan-granting platform for the establishment of hi-tech enterprises. The platform hereof is responsible for the
selection of projects, and for providing small-and-medium-sized scientific and technological enterprises with capital support mainly
in the form of equity investment and also of credit investment as circumstances demand. The investment companies for the establishment
of enterprises herein serve as a platform for dispersing investment and assigning risks.

The amount, time limit, review and post-loan management of loan-granting for the establishment of hi-tech enterprises shall be executed
in accordance with the guiding opinions of China Development Bank on the review of the establishment loan projects of hi-tech enterprises.

IV.

Policies Matched

Ministry of Science and Technology shall, referring to the science and technology planning and management mechanism reform of the
nation, taking the promotion of the combination between science and technology and finance as the orientation, and prioritizing hi-tech
industries, arrange related capitals to finance and guide the local building of loan-granting platforms and risk compensation mechanism
of the platforms hereof.

Innovation Fund for Technology Based Firms of Ministry of Science and Technology shall provide interest discounting of a certain percentage
to the projects to which loans are granted from the pilot loan-granting platforms established by Ministry of Science and Technology
and China Development Bank, and matched interest discounting shall be provided by the local competent departments of science and
technology or the administrative committees of National Development Zones for High and New Technology Industries.

China Development Bank shall conduct guidance, training and work consignment for the building and operation of the loan-granting platform,
and support the building and development of the platform hereof.

China Development Bank shall provide financial consultations and other financial services to the loan-granting platforms and the related
small-and-medium-sized scientific and technological enterprises, provide guidance and help to the small-and-medium-sized scientific
and technological enterprises for their further financing, and lead commercial banks, industry funds and other social capitals to
support together the development of small-and-medium-sized scientific and technological enterprises.

Work Measures and Requirements

Ministry of Science and Technology, the competent departments of science and technology and the administrative committees of National
Development Zones for High and New Technology Industries shall have persons specially assigned for further promoting the financing
work for small-and-medium-sized scientific and technological enterprises.

Ministry of Science and Technology and China Development Bank shall, aiming at the characteristics and demands of small-and-medium-sized
scientific and technological enterprises, co-conduct related trainings and investigations, so as to enhance the services of science
and technology and finance.

The local competent departments of science and technology, administrative committees of National Development Zones of High and New
Technology Industries and China Development Bank branches shall, in accordance with this Notice and the local practical situations,
strengthen communications between themselves and study together for implementation plans, with which Ministry of Science and Technology
and China Development Bank shall be filed for record.

Initiatives of interested parties shall be brought into full play, intermediate organizations including local guarantee institutions
for small-and-medium-sized enterprises, etc. shall be absorbed into participations in relevant works, and credit guarantee systems
for small-and-medium-sized scientific and technological enterprises shall be established.

The competent departments of science and technology, administrative committees of National Development Zones for High and New Technology
Industries and China Development Bank braches shall actively explore new measures to support the development of high and new technology
industries and small-and-medium-sized scientific and technological enterprises, so as to promote the organic combination between
science and technology innovations and financial innovations.

China Development Bank, Ministry of Science and Technology

April 13, 2005

China Development Bank, Ministry of Science and Technology
2005-04-13

GENERAL OFFICE OF MINISTRY OF COMMERCE CIRCULAR ON CARRYING OUT MANAGEMENT ON APPROVAL CERTIFICATE CODE OF AUCTION BUSINESS

General Office of Ministry of Commerce

General Office of Ministry of Commerce Circular on Carrying out Management on Approval Certificate Code of Auction Business

Shang Jian Zi [2005] No. 6

Administrative Commercial Departments of all provinces, autonomous regions, municipalities directly under central government and Xinjiang
Construction Corps:

For the purpose of regulating the administration of auction business, Ministry of Commerce decided to carry out unified code management
on approval certificate of auction business in accordance with Measures for the Administration of Auction Business (Ministry of Commerce
Decree No. 24 in 2004). Related matters are hereby notified as follows:

Code arranging structure and regulations of approval certificate of auction business

Code of approval certificate of auction business is made up of 16 Arabic numerals, whose arranging structure is showed in the following
table:

htm/e03926.htmSequence number

Sequence number	Digit 1to 2	Digit 3 to 6	Digit 7	Digit 8	Digit 9 to 12	Digit 13 to 16
Signification	Code of province	Serial number	Code of organization form	Code of domestic and foreign companies	Sequence number of branch company	Sequence number of year

Arranging regulation in detail:
(1) Code of province (from digit 1 to digit 2)
11-Beijing, 12-Tianjing, 13-Hebei, 14-Shangxi, 15-Mongolia, 21-Liaoning, 22-Jilin, 23-Helongjiang, 31-Shanghai, 32-Jiangsu, 33-Zhejiang,
34-Anhui, 35-Fujian, 36-Jiangxi, 37-Shandong, 41-Henan, 42-Hubei, 43-Hunan, 44-Guangdong, 45-Guangxi, 46-Hainan, 51-Chongqing, 52-Sichuan,
53-Guizhou, 54-Yunnan, 55-Tibet, 61-Shanxi, 62-Gansu, 63-Qinghai, 64-Ningxia, 65-Xinjiang, 66-Xinjiang Construction Corps.
(2) Serial number (from digit 3 to digit 6)
Serial number reflects the precedence order of auction enterprises approved by administrative commercial departments in provinces,
autonomous regions, municipalities directly under the central government and Xinjiang Construction Corps (administrative commercial
departments of provincial level for short in the following), which is expressed by Arabic numerals. For example, 0036 refers
to the 36th enterprises approved by the administrative commercial departments of provincial level, and 0105 refers to the 105th
enterprise approved by the administrative commercial departments of provincial level.
(3) Code of organization form (digit 7)
1- Company of limited liability
2- Joint-stock company limited
(4) Code of domestic and foreign companies (digit 8)
1- Domestic invested enterprise
2- Foreign-invested enterprise
3- Sino-foreign equity joint venture
4- Sino-foreign contractual joint venture
(5) Sequence number of branch company (from digit 9 to digit 12)
The branch company of auction enterprise shares the same previous 8 digits with its parent company Digit 9 and digit 10 represent
sequence of the branch company, which is expressed by Arabic numerals. Digit 11 and Digit 12 represent the provinces (autonomous
regions, municipalities of Xinjiang Construction Corps) where the branch company is located, coding regulation of which is the same
with code of province. For example, 0711 refer to the 7th branch company of an auction enterprise, which is located in Beijing.
0000 represents the quction enterprise itself.
(6) Code of year (from digit 13 to digit 16)
Code of year represents time when an auction enterprise is approved by the administrative commercial departments of provincial level.
It is made up of the dominical year and the unit is year. For example, 1991 means the auction company was approved in the year
of 1991.
II. Management on code of approval certificate auction business
(1) When the certificate goes expiration, auction enterprise and its branch companies may apply to exchange. The original code will
remain the same.
(2) In case the original certificate or its copy is lost or destroyed, auction enterprise and its branch companies may apply reissue.
The original code will remain the same.
(3) In case alteration takes place in the name of the company, artificial person, scope of business, registered capital or location
in the province, but not in organization form or pattern of ownership, new certificate will keep the original code.
(4) In case any alternation takes place in organization form or pattern of ownership, the original certificate and its code go invalidity,
and new certificate will be issued with a new code.
(5) In case an auction enterprise terminated its business (disbanded, cancelled or go bankruptcy), the original certificate and its
code will go invalidity; in case a branch company is disbanded or cancelled, its certificate and code will go invalidity.
(6) An auction enterprise that exists after combination and division will keep the original code; for an auction enterprise that is
disbanded because of combination and division, its original code goes invalidity, for a new established auction enterprise form combination
of division, new certificate will be issued with new code.
Above regulations take effect as of the date of printing and distribution of this circulation.

General Office of Ministry of Commerce
February 24, 2005

INTERPRETATION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS, ON THE REGULATIONS OF THE CRIMINAL LAW OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING OTHER INVOICES USED FOR TAX REFUNDS FOR EXPORT AND OFFSETS OF TAX PAYMENT

Interpretation of the Standing Committee of the National People’s Congress, on the Regulations of the Criminal Law of the People’s
Republic of China Concerning Other Invoices Used for Tax Refunds for Export and Offsets of Tax Payment

December 29, 2005

(Approved by the 19th session of the standing committee of the 10th National People’s Congress on Dec 29, 2005)

In accordance with situation encountered in judiciary practice, the standing committee of the National People’s Congress discussed
the definition of “other invoices used for tax refunds for export and offsets of tax payment” stipulated by the criminal law, which
is interpreted and announced as follows:

“Other invoices used for tax refunds for export and offsets of tax payment” stipulated by the criminal law refer to vouchers of receiving
and payment or tax payment receipts with functions of tax refunds for export and offsets of tax payment except special invoices of
value-added tax.

Standing Committee of the National People’s Congress
2005-12-29

DECISION OF THE STATE COUNCIL ON AMENDING THE REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION ON COMPANY REGISTRATION

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

No. 451

The Decision of the State Council on Amending the Regulations of the People’s Republic of China for the Administration on Company
Registration is hereby promulgated and shall go into effect as of January 1, 2006.
Wen Jiabao, the Premier of the State Council

December 18, 2005

Decision of the State Council on Amending the Regulations of the People’s Republic of China for the Administration on Company Registration

The State Council has decided to make the following amendments on the Regulations of the People’s Republic of China for the Administration
on Company Registration:

One paragraph shall be inserted into Article 2 as paragraph 2: “When applying for company registration, the applicant shall be responsible
for the authenticity of the application documents and materials.”

Article 6 shall be amended as: “The State Administration for Industry and Commerce shall be responsible for the registration of
the following companies:

(1)

Companies, for which the supervision and administration institution of state-owned assets of the State Council performs the functions
and duties as a capital contributor, and companies which are established with the investment of the foresaid companies that hold
more than 50% shares therein;

(2)

Foreign-funded companies;

(3)

Companies that shall be 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 as provided for by
the State Administration for Industry and Commerce itself.”

Article 7 shall be amended as: “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 administrative division:

(1)

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

(2)

Companies as established with the investment of a natural person shall be subject to the registration of the administration for industry
and commerce of a province, autonomous region, or municipality directly under the Central Government as provided for by the administration
for industry and commerce of a province, autonomous region, or municipality directly under the Central Government itself;

(3)

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

(4)

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

Article 8 shall be amended as: “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 administrative
division:

(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 over 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.”

One article shall be inserted as Article 14 : “The manners for shareholders to contribute capital shall accord with the provisions
of Article 27 of the Company Law. Where any shareholder contributes capital in any other form other than currency, in-kind, intellectual
property or land use right, the measures for registration thereof shall be formulated by the State Administration for Industry and
Commerce jointly with the relevant departments of the State Council.

“No shareholder may make any contribution based on labor, credit, name of a natural person, goodwill, franchise or properties to which
any guarantee has been set.

One article shall be inserted as Article 15 : “The business scope of a company shall be prescribed in the articles of association
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.”

One article shall be inserted as Article 16 : “The companies are classified into limited liability companies and joint stock limited
companies.

As for any 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 shall also be indicated in the business license thereof.”

Article 17 shall be made as Article 20 , and an item shall be inserted into paragraph 2 as item (5): “If the first capital contribution
made by a shareholder is non-monetary property, the certification documents indicating that the formalities for transferring the
property thereof have been gone through shall be submitted, when the company goes through the formalities for the registration of
establishment.

One paragraph shall be inserted as paragraph 3: “The first capital contribution made by a shareholder of a foreign-funded limited
liability company shall accord with the provisions of relevant laws and administrative regulations, and the rests shall be contributed
in full amount within 2 years as of the company is set up. Particularly, the investing company may contribute its capital in full
amount within 5 years.”

Article 18 shall be made as Article 21 , and one paragraph shall be inserted therein as paragraph 3: “A joint stock limited company,
which has been established by the form of floating stocks, shall submit the meeting records of the establishment assembly as well;
a and joint stock limited company, which has been established by the form of stock flotation with issuing stocks publicly, shall
submit the relevant approval documents by the securities regulatory institution of the State Council as well.”

One paragraph shall be inserted as paragraph 4: “Where it’s prescribed by any law, administrative regulation or decision of the State
Council that the establishment of a joint stock limited company shall be subject to approval, the relevant approval documents shall
be submitted as well.”

10.

Article 24 shall be made as Article 27 , and one paragraph shall be inserted as paragraph 3: “If it’s prescribed by any law, administrative
regulation or decision of the State Council that the alteration of any registration item shall be subject to approval before registration,
the relevant approval documents shall be submitted to the organ in charge of company registration as well.

11.

Article 28 shall be made as Article 31 , and paragraph 2 therein shall be amended as: “If a company increases its registered capital,
the increased amount as subscribed by shareholders of a limited liability company and the new stocks as subscribed by the shareholders
of a joint stock limited company shall be carried out respectively in accordance with 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. Where a joint stock limited company increases its registered capital by means of public issuance of stocks
or a listed company increases its registered capital by means of non-public issuance of stocks, the relevant approval documents examined
and approved by the securities regulatory institution of the State Council shall be submitted as well.”

One paragraph shall be inserted as paragraph 3: “Where the statutory accumulation funds of a company is converted into its registered
capital, it shall be clearly indicated in the asset verification certification that the rest of the statutory accumulation funds
of the company shall be not less than 25% of the registered capital thereof before the conversion.”

One paragraph shall be inserted as paragraph 5: “The registered capital of a company after capital reduction shall be not less than
the minimum amount as provided for by law.”

12.

One article shall be inserted as Article 32 : “Where a company alters its actual capital contributions, it shall submit the asset
verification certification as made by an asset verification institution that has been lawfully established, and shall contribute
the relevant capital in light of the time and form of capital contribution as indicated in the articles of association thereof. A
company shall, within 30 days as of the contribution of capital or funds as generated in full amount, apply for alteration of its
registration.”

13.

Article 29 shall be made as Article 33 , and one paragraph shall be inserted as paragraph 2: “Where the relevant license or any
other approval document for any item in 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, is suspended or revoked, or the relevant license or any other
approval document expires, the company shall, within 30 days as of the suspension or revocation or the expiration of the license
or any other approval document, apply for the alteration of its registration or go through the formalities for deregistration in
accordance with the provisions of Chapter VI of the present Regulations.”

14.

Article 31 shall be made as Article 35 , and one paragraph shall be inserted as paragraph 2: “Where the legitimate inheritor of
a natural-person shareholder of a limited liability company succeed to the qualification of a shareholder after the death of the
natural-person shareholder, the relevant company shall apply for alteration of its registration in accordance with the provisions
of the preceding paragraph.”

15.

One article shall be inserted as Article 36 : “Where the alteration of any registered item of a company is involved with the alteration
of any registered item of its branch, it shall apply for alteration of registration for its branch within 30 days as of the day when
the registration of the company is altered.”

16.

One article shall be inserted as Article 41 : ” Where a company applies with the organ in charge of company registration for revocation
of alteration in its registration in light of the provisions of Article 22 of the Company Law, it shall submit the following documents:

(1)

The Application as signed by the legal representative of the company;

(2)

A written judgment of the people’s court”

17.

One article shall be inserted as Article 42 : “Where a company is dissolved and shall be subject to liquidation according to law,
a liquidation group shall, within 10 days as of the formation of the group, report the list of members and the person in charge of
the group to the registration organ in charge of company registration for archival filing.”

18.

Article 37 shall be made as Article 44 , and one paragraph shall be inserted as paragraph 2: “Where a solely state-owned company
applies for deregistration, 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.”

19.

Article 40 shall be deleted.

20.

Article 42 shall be made as Article 48 , and one item shall be inserted into paragraph 2 thereof as item (4): “The appointment document
and identity certification of the person in charge of the branch;”

One paragraph shall be inserted as paragraph 3: “Where it is prescribed by any law, administrative regulation or decision of the State
Council that the establishment of a branch shall be reported for approval or any item within the business scope of a branch shall
be subject to approval before registration according to relevant laws, administrative regulations or decisions of the State Council,
the relevant approval documents shall be submitted as well.”

One paragraph shall be inserted as paragraph 4: “Where the organ in charge of company registration approves the registration of a
branch, a Business License shall be issued. The company shall, within 30 days as of the day when its branch is registered, go to
the organ in charge of company registration to go through the formalities for archival filing upon the strength of the Business License
of its branch.”

21.

One article shall be inserted as Article 51 : “When applying for the registration of a company or branch, the applicant may go to
the organ in charge of company registration to submit its application or file an application by means of letter, telegraph, telex,
fax, electronic data exchange, email and etc.”

“Where any application is filed by means of telegraph, telex, fax, electronic data exchange or email, the contact manner and address
of the applicant shall be provided.”

22.

One article shall be inserted as Article 52 : “The organ in charge of company registration shall, in light of the following circumstances,
respectively decide whether or not to accept an application:

(1)

Where the application documents and materials are complete and meet the statutory forms, or the applicant has submitted all the application
documents and materials that have been supplemented and corrected pursuant to the requirements of the organ in charge of company
registration, the organ shall decide to accept the application;

(2)

Where the application documents and materials are complete and meet the statutory forms but the organ in charge of company registration
believes that the application documents and materials shall undergo verification, the organ shall decide to accept the application
and shall meanwhile inform the applicant of the items subject to verification as well as the reasons and time limit thereof in written
form.

(3)

Where the application documents or materials have any mistake that may be corrected on the spot, the applicant shall be allowed to
correct it on the spot, affix its signature or seal to the correction and indicate the date of correction; where the relevant application
documents and materials are confirmed to be complete and meet the statutory forms, the organ shall decide to accept the application.

(4)

Where the application documents or materials are incomplete or fail to meet the statutory forms, the organ shall, on the spot or
within 5 days, inform the applicant of all the contents subject to supplementation and correction for one time. If it is informed
on the spot, the organ shall return the application documents and materials to the applicant; and if it is informed within 5 days,
the organ shall collect the application documents and materials and shall produce a receipt of the application documents and materials.
In case the organ fails to inform the relevant applicant when the time limit expires, it shall be deemed that the organ has accepted
the application as of the day when the application documents and materials are received.

(5)

In case any item fails to fall within the registration scope of a company or within the registration jurisdiction of the organ, it
shall immediately decide not to accept the relevant application, and shall inform the applicant to apply to the relevant administrative
organ.

As for an application that is filed by means of letter, telegraph, telex, fax, electronic data exchange or email, the organ in charge
of company registration shall, within 5 days as of receiving the relevant application documents and materials, decide whether or
not to accept the application.”

23.

One article shall be inserted as Article 53 : “Unless an approval decision is made according to item (1), paragraph 1 of Article
54 of the present Regulations, the organ in charge of company registration shall, when it has decided to accept an application,
produce a Notice on Acceptance. In the case of rejection, it shall produce a Notice on Rejection, make explanations for rejection
and inform the applicant of the right to apply for an administrative review or an administrative litigation according to law.”

24.

One article shall be inserted as Article 54 : “The organ in charge of company registration shall, after deciding to accept an application,
decide whether or not to approve its registration within the prescribed time limit in light of different circumstances:

(1)

Where an application as filed by an applicant at the organ in charge of company registration is accepted, it shall decide whether
or not to approve its registration on the spot;

(2)

Where an application as filed by an applicant by means of letter is accepted, it shall decide whether or not to approve its registration
within 15 days as of acceptance.

(3)

Where an application as filed by an applicant by means of telegraph, telex, fax, electronic data exchange or email, the applicant
shall, within 15 days as of receiving the Notice on Acceptance, submit the original of the application documents and materials in
consistence with the statutory forms and in compliance with the contents of the telegraph, telex, fax, electronic data exchange or
email. If an applicant goes to the organ in charge of company registration to submit the original of application documents and materials,
the organ shall decide whether or not to approve its registration on the spot. Where an applicant submits its original application
documents and materials in letter form, the organ shall decide whether or not to approve its registration within 15 days.

(4)

Where the organ in charge of company registration dose not receive any original of the relevant application documents and materials
within 60 days as of sending out the Notice on Acceptance, or the original of the application documents or materials is inconsistent
with the application documents and materials as accepted by the organ in charge of the registration of companies, the organ shall
decide not to approve its registration.

Where the organ in charge of company registration needs to conduct any verification on the application documents and materials, it
shall decide whether or not to approve the registration within 15 days as of acceptance.

25.

One article shall be inserted as Article 55 : If the organ in charge of company registration decides to approve the name of a company
in advance, it shall produce a Notice on the Advanced Approval for Enterprise Name. If the organ decides to approve the establishment
registration of a company, it shall produce a Notice on the Approval for Establishment Registration and inform the applicant to draw
its business license within 10 days as of the decision. If the organ decides to approve the alteration of registration of a company,
it shall produce a Notice on the Approval of Alteration Registration and inform the applicant to renew its business license within
10 days as of decision. If the organ decides to approve the writing-off of registration of a company, it shall produce a Notice on
the Approval of Writing-off Registration, and revoke the relevant business license.

Where the organ in charge of company registration decides not to approve any name in advance or not to approve the registration, it
shall produce a Notice on Rejecting the Enterprise Name or a Notice on Rejecting the Registration, and make explanations for the
disapproval and not registration and inform the relevant applicant of the right to apply for an administrative review or an administrative
litigation according to law.”

26.

Article 46 shall be made as Article 56 , and the paragraph 2 thereof shall be amended as: “Where the Business License of an Enterprise
Legal-person of a company is drawn, the registration fee for establishment shall be paid at 0.8% of the total amount of its registered
capital. If its registered capital exceeds RMB 10 million Yuan, for the excess sum, the fee shall be paid at 0.4%. Where its registered
capital exceeds RMB 0.1 billion Yuan, no charge shall be claimed for the excess.

27.

Article 49 shall be made as Article 59 and shall be amended as: “From March 1 to June 30 each year, the organ in charge of company
registration shall conduct an annual examination on the companies.”

28.

Article 54 shall be made as Article 64 , and the paragraph 3 thereof shall be amended as: “Where the organ in charge of company
registration decides to alter, write off the registration or revoke its decision on alteration registration, and the relevant company
refuses to submit or fails to submit its Business License, the organ in charge of company registration shall announce to cancel the
business license of the company.

29.

Article 63 shall be made as Article 73 , and one paragraph shall be inserted as paragraph 2: “Where a company fails to go through
the relevant formalities for archival filing in accordance with the provisions of the present Regulations, the organ in charge of
company registration shall order it to go through the formalities within a time limit. In case any company fails to go through the
formalities within the prescribed time period, a fine of not more than 30, 000 Yuan shall be imposed thereupon.”

30.

Article 64 shall be made as Article 74 , and one paragraph shall be inserted as paragraph 2: “Where a company, when undergoing liquidation,
conceals any asset, makes any false record in its balance sheet or property checklist or distributes its assets before paying off
its debts the organ in charge of company registration shall order it to make corrections and impose upon the company a fine of 1%
up to 10% of the concealed assets or the assets as distributed before clearing off its debts as well as impose upon the chief person
in charge or any other directly liable person a fine of 10,000 Yuan up to 100, 000 Yuan.”

One paragraph shall be inserted as paragraph 3: “Where a company engages in any business operation irrelevant to the liquidation when
undergoing liquidation, the organ in charge of company registration shall give it a warning and confiscate the relevant illegal proceeds.”

31.

Article 65 shall be made as Article 75 , and one paragraph shall be inserted as paragraph 2: “Where any member of a liquidation
group takes advantage of his powers to practice favoritism, seek any illegal proceeds or seize any asset of the company, the organ
in charge of company registration shall order him to refund the company’s assets, confiscate the legal proceeds and may impose upon
it a fine of 1 time up to 5 times of the illegal proceeds.

32.

Article 66 shall be deleted.

33.

Article 67 shall be deleted.

34.

One article shall be inserted as Article 79 : “Where an institution responsible for assets evaluation, assets verification or authentication
provides any false material, the organ in charge of company registration shall confiscate the illegal proceeds and impose upon a
fine of 1 time up to 5 times of the illegal proceeds. The relevant competent administrative department may order the said institution
to stop its business, revoke the qualification certificates of the directly liable persons and suspend the Business License of the
institution.

“Where an institution responsible for the assets evaluation, assets verification or authentication provides any report with any major
omission caused by negligence, the organ in charge of company registration shall order it to make corrections, and may, under any
serious circumstance, impose upon a fine of 1 time up to 5 times of the illegal proceeds. The relevant administrative department
may order the said institution to stop its business, revoke the qualification certificates of the directly liable persons and suspend
the Business License of the institution.

35.

Article 71 shall be deleted.

36.

One article shall be inserted as Article 83 : “Where a foreign company violates any provision of the Company Law to unlawfully establish
any branch within the territory of China, the organ in charge of company registration shall order it to make corrections or close
down and may impose upon a fine of 50, 000 Yuan up to 200, 000 Yuan.

37.

One article shall be inserted as Article 84 : “Where any company takes advantage of its name to undertake any serious illegal act
that may injure the state security or social public interests, its Business License shall be revoked.”

38.

One article shall be inserted as Article 85 : “Where any branch of a company has committed any illegal act in violation of the present
Chapter, the provisions of the present Chapter shall be applied thereto.”

39.

One article shall be inserted as Article 86 : “Where anyone violates the provisions of the present Regulations and thus constitutes
a crime, he shall be subject to criminal liabilities according to law.”

40.

Article 74 shall be deleted.

41.

One article shall be inserted as Article 88 : “Where it’s prescribed by any law, administrative regulation or decision of the State
Council that the establishment of a company shall be reported for approval, or any item within the business scope of the company
shall be subject to approval before registration according to laws, administrative regulations or decisions of the State Council,
the State Administration for Industry and Commerce shall work out and publicize the Catalogue of Administrative License before the
Registration of a Company according to relevant laws, administrative regulations and decisions of the State Council.

Furthermore, the order of articles and some words shall be adjusted and amended accordingly.

The present Decision shall go into effect as of January 1, 2006.

The Regulations for the Administration on Company Registration shall be amended in accordance with the present Decision and be promulgated
again.

State Council
2005-12-18

MEASURES FOR THE ADMINISTRATION ON VOCATIONAL TRAINING OF SALES PROMOTERS

20051201the Ministry of Commerce, the Ministry of Public Security, the State Administration for Industry and CommerceOrder of the Ministry of Commerce, the Ministry of Public Security and the State Administration for Industry and CommerceNo.23The Measures for the Administration on Vocational Training of Sales Promoters, which were deliberated and adopted at the 15th executive
meeting of the Ministry of Commerce on October 19, 2005, and approved to by the Ministry of Public Security and the State Administration
for Industry and Commerce, are hereby promulgated and shall come into force as of December 1st, 2005.Bo Xilai, MinisterZhou Yongkang, MinisterWang Zhongfu, Direct GeneralNovember 1st, 2005epdf/e04481.pdfB3,A5sales promoter, examination on sales promoters, training on sales promoters, certificate of sales promoter, certificate of direct
selling trainere04481Measures for the Administration on Vocational Training of Sales PromotersArticle 1 The present Measures are formulated according to the provisions of paragraph 3 of Article 21 of the Regulations on Direct Selling
Administration.Article 2 The present Measures shall apply to the holding of Vocational training on sales promoters (hereinafter referred to as the direct selling
training) and examinations within the territory of the Peoples Republic of China.Article 3 The direct selling training as referred to as in the present Measures shall mean various training activities conducted by direct selling
companies to their sales promoters and sales promoters to be recruited by them on relevant laws and regulations of the state and
the basic direct selling knowledge.The examination on sales promoters as referred to as in the present Measures shall refer to the examination conducted by direct selling
companies on the sales promoters to be recruited by them.Article 4 The direct selling company shall issue the Certificate of Sales Promoters and the Certificate of Direct Selling Trainers respectively
to the sales promoters and direct selling trainers who meet the conditions as prescribed in the Regulations on Direct Selling Administration.The direct selling company shall, before the 15th day every month, put on archives the name list of personnel who have obtained the
Certificate of Direct Selling Trainers of its company in the previous month at the Ministry of Commerce through the competent department
of commerce at provincial level where the company is located. No personnel who are not put on archives may carry out training on
sales promoters. The direct selling trainers may only make training upon the appointment of their own companies.The Certificates of Sales Promoters and the Certificates of Direct Selling Trainers shall be printed by the direct selling companies
in pursuance of the standard pattern designed by the Ministry of Commerce.Article 5 The sales promoter shall wear the Certificate of Sales Promoters when selling products to any consumer, and the direct selling trainer
shall wear the Certificate of Direct Selling Trainers when undertaking direct selling training activities.No one may forge, change, alter, lease, lend, transfer or sell the Certificate of Sales Promoters or the Certificate of Direct Selling
Trainers.Article 6 The direct selling training shall focus on the relevant contents in the Regulations on Direct Selling Administration, the Regulations
on Prohibition of Pyramid Selling, the Contract Law, the Law on the Protection of the Rights and Interests of Consumers, the Product
Quality Law, the Anti-Unfair Competition Law and other laws and regulations, the ethics of sales promoters, knowledge on the disclosure
of direct selling risk and marketing, and etc..The examination on sales promoters shall include the contents as prescribed in the preceding paragraph.Article 7 No direct selling company may charge any fee for undertaking direct selling training and examination. And no other entity or individual
may organize direct selling training and examination on any pretext.Article 8 No one may publicize superstition and absurdity, eroticism and obscenity or advocate violence in the direct selling training; no one
may disturb the social order, destroy the social stability; nor may any one make exaggerated or false propaganda on the products
of his/her company, debase other similar products, force personnel who take part in the training to purchase the products; nor may
any one publicize the income of any sales promoter before in any form, or publicize that most participants will gain success; nor
may any one undertake other activities in violation of the state constitution, laws and regulations and other activities prohibited
by the state provisions.No direct selling company may conduct training on sales promoters in such disguised forms as proseminar, encouraging meeting, commendation
meeting or other forms.Article 9 The direct selling company shall hold direct selling trainings in districts where it has established its service network. No direct
selling training may be held at the location of any government, military troops, school or hospital or within resident communities
and private houses.Article 10 The direct selling company shall make public the training or examination plan (including the time, concrete place and content of the
training, the number of people taking part in the training and the direct selling trainers, training materials, and the time, place
of the examination and the number of people taking part in the examination) on the Chinese website of the direct selling company
seven days before the direct selling training or examination.Article 11 The direct selling company shall record the content taught in each term of direct selling training, and completely keep the name list
of the personnel taking part in the training and the examination papers of the sales promoters. The record materials and the examination
papers of sales promoters shall be kept properly, and shall be preserved for at least three years.Article 12 The direct selling company shall, before the end of January every year, report the conditions on the direct selling trainings and
the examinations held in the previous year to the Ministry of Commerce and the State Administration for Industry and Commerce for
archiving purpose through the competent department of commerce and the competent department of industry and commerce at the provincial
level where it is located. The content for archival filing shall include the number of trainings held in the previous year (the time
and place of every training, the number of people taking part in the training, the direct selling trainers and the training materials),
times of examination held in the previous year (time, place and examination paper of every examination, the number of people taking
part in the examination and the number of people who have passed the examination).Article 13 The departments of commerce and the administrative departments of industry and commerce shall, in light of the Regulations on Direct
Selling Administration and the present Measures, be responsible for making supervision and administration over the direct selling
trainings; the Ministry of Commerce shall be responsible for formulating the standard pattern for the Certificate of Sales Promoters
and the Certificate of Direct Selling Trainers.Article 14 Any personnel who takes part in the direct selling training, when discovering any training held by any direct selling company or any
content taught by any direct selling trainer violates laws, regulations or the provisions of the present Measures, shall have the
right to point out it on the spot, and report it to the administrative department of industry and commerce at or above the county
level where the training is carried out.Article 15 In case any direct selling company or direct selling trainer violates the Regulations on Direct Selling Administration or the present
Measures when undertaking direct selling training, or any entity or individual outside the direct selling company holds any direct
selling training, it/he shall be investigated and punished according to the provisions of Article 46 of the Regulations on Direct
Selling Administration.Article 16 In case a direct selling company conducts any act in violation of the administration of public security when undertaking direct selling
training and examination, it shall be investigated and punished by the organ of public security according to law; if a crime is constituted,
it shall be subject to criminal liabilities according to law.Article 17 The organs of commerce, industry and commerce and public security at all levels shall establish the contact system, and periodically
report conditions on the training of direct selling companies and the investigation and punishment on the trainings in violation
of regulations.Article 18 The present Measures shall come into force as of December 1st, 2005.

the Ministry of Commerce, the Ministry of Public Security, the State Administration for Industry and Commerce
2005-12-01

THE COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2005)

e00241,e035272005102720060101the Standing Committee of the National People’s CongressOrder of the President of the People’s Republic of ChinaNo. 42The Company Law of the People’s Republic of China has been amended and adopted at the 18th session of the Standing Committee of the
Tenth National People’s Congress of the People’s Republic of China on October 27, 2005. The amended Company Law of the People’s Republic
of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People’s Republic of China Hu JintaoOctober 27, 2005epdf/e04457.pdfA1, D1company, revise, limited liability company, joint stock limited company, stock right, share, foreign companye04457The Company Law of the People’s Republic of China (revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for
the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth
People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 in
accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s
Republic of China on Amending the Company Law of the People’s Republic of China. Revised for the third time at the 18th Session of
the 10th National People’s Congress of the People’s Republic of China on October 27, 2005)Contents,Chapter I General ProvisionsChapter II Establishment and Organizational Structure of a Limited Liability CompanySection 1 EstablishmentSection 2 Organizational StructureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Solely State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Establishment and Organizational Structure of a Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders’ MeetingSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Split-up of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights
and interests of companies, shareholders and creditors, maintaining thesocialist economic order, and promoting the development of the socialist market economyArticle 2 The term “company” as mentioned in this Law refers to a limited liability company or a joint stock company limited established within
the territory of the People’s Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise juridical person, which has independent juridical person property and enjoys the property right of the
juridical person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the
shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock
limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed to.Article 4 The shareholders of a company shall be enpost_titled to enjoy the capital proceeds, participate in making important decisions, choose managers
and enjoy other rights.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business
morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the establishment of a company, an application for establishment and registration shall be filed with the company registration
authority. If the application meets the requirements for establishment of this Law, the company registration authority shall register
the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements for
establishment of this Law, it shall not be registered as a limited liability company or a joint stock limited company. If any law or administrative regulation stipulates that the establishment of a company shall be subject to approval, the relevant
approval formalities shall be gone through prior to the registration of the company. The general public may consult the relevant matters on company registration at a company registration authority, which shall provide
consulting services.Article 7 For a lawfully established company, the company registration authority shall issue the company business license to it, and the date
of issuance of the company business license shall be the date of establishment of the company. The company business license shall
state the name, domicile, registered capital, actually paid capital, business scope, the name of the legal representative and etc.
If any of the items as stated in the business license is changed, the company shall modify the registration, and the company registration
authority shall replace the old business license by a new one.Article 8 For a limited liability company established according to this Law, it shall indicate in its company name the words “limited liability
company” or “limited company”. For a joint stock limited company established according to this Law, it shall indicate in its company
name the words “joint stock limited company” or “joint stock company”.Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law
for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions
as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor’s rights and debts
of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the locus of its main office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders,
directors, supervisors and senior managers.Article 12 The company’s business scope shall be defined in its articles of association and shall be registered according to law. The company
may change its business scope by modifying its articles of association, but shall go through the formalities for modifying the registration.
If the business scope of a company covers any item subject to approval pursuant to laws or administrative regulations, the approval
shall be obtained according to law.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman
of the board of directors, acting director or manager, and shall be registered according to law. If the legal representative of the
company is changed, the company shall go through the formalities for modifying the registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration
authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise juridical person, and its
civil liabilities shall be born by its parent company. The company may set up subsidiaries which enjoy the status of an enterprise juridical person and shall be independently bear civil
liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities
for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of
its articles of association, be decided at the meeting of the board of directors or shareholders or shareholders’ convention. If
the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment
or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intends to provide
guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder’s meeting or shareholders’
convention. The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the
preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the
affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy
social insurances, strengthen labor protection so as to realize safe production. The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve
their personal quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People’s Republic of China, organize a labor union, which
shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary
conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective
contract with the company with respect to the remuneration, working hours, welfare, insurance, work safety and sanitation and other
matters.Pursuant to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the
representatives of the employees or any other ways. To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation,
a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the
meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the
company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities
of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise
the shareholder’s rights according to law. None of them may injure any of the interests of the company or of other shareholders by
abusing the shareholder’s rights, or injure the interests of any creditor of the company by abusing the independent status of juridical
person or the shareholder’s limited liabilities. Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder’s rights,
it shall be subject to compensation. Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of juridical person or
the shareholder’s limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities
for the debts of the company.Article 21 Neither the controlling shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company
may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the
company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders’ convention, shareholders’ meeting or board of directors of the company that has violated any law
or administrative regulation shall be null and void. Where the procedures for convoking and the voting form of a shareholders’ convention or shareholders’ meeting or meeting of the board
of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the
articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the
people’s court to revoke it. If the shareholders initiate a lawsuit according to the preceding paragraph, the people’s court shall, in light of the request of
the company, demand the shareholders to provide corresponding guarantee. Where a company has, in light of the resolution of the shareholders’ convention, shareholders’ meeting or meeting of the board of
directors, completed the modification registration, and the people’s court declares the resolution null and void or revoke the resolution,
the company shall file an application with the company registration authority for revoking the modification registration.Chapter II Establishment and Organizational Structure of a Limited Liability Company Section 1 EstablishmentArticle 23 The establishment of a limited liability company shall satisfy the following conditions:(1)The number of shareholders accords with the quorum;(2)The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3)The articles of association are worked out jointly by shareholders;(4)The company has a name and its organizational structure complies with that of a limited liability company; and(5)The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1)the name and domicile of the company;(2)the business scope of the company;(3)the registered capital of the company;(4)names of shareholders;(5)forms, amount and date of capital contributions made by shareholders;(6)the organizations of the company and its formation, their functions and rules of procedure;(7)the legal representative of the company;(8)other matters deemed necessary by shareholders.The shareholders should affix their signatures or seals on the articles of association
of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed to by all
the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made
by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered
capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for
an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company
shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital
of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-monetary
properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall
not be treated as capital contributions according to any law or administrative regulation.The value of the non-monetary properties as capital contributions shall be assessed and verified, which shall not be over-valued or
under-valued. If any law or administrative regulation prescribes the value assessment, such law or administrative regulation shall
be followed. The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital
of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association.
If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution
into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-monetary properties,
the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails
to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company
but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions
on schedule.Article 29 The capital contributions made by shareholders shall be checked by a lawfully established capital verification institution, which
shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a lawfully established capital
verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall
apply for establishment and registration with a company registration application, the articles of association, capital verification
and other documents to the company registration authority.Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties
is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented
by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint
liabilities.Article 32 After the establishment of a limited liability company, every shareholder shall be issued with a capital contribution certificate,
which shall specify the following:(1)the name of the company;(2)the date of establishment of the company;(3)the registered capital of the company;(4)the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5)the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the
seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1)the name of every shareholder and his/its domicile thereof;(2)the amount of capital contribution made by every shareholder;(3)the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light
of the register of shareholders, claim to and exercise the shareholder’s rights. A company shall register every shareholder’s name
and the amount of its capital contribution in the company registration authority. Where any of the registered items is changed, it
shall handle the modification of the registration. If the company fails to do so, it shall not, on the basis of the unregistered
or un-modified registration item, stand up to any third party.Article 34 The shareholder shall be enpost_titled to consult and copy the articles of association, records of the shareholders’ meetings, resolutions
of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.
The shareholder may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting
books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to
any justifiable reason, considers that the shareholder’s request to consult the accounting books for any improper purpose may damage
the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder
submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any
shareholder to consult the accounting books, the shareholder may plead the people’s court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all
shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase
its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages
of the old capital contributions they have made, unless all shareholders agree that they will not contribute to the increased amount
of capital on the basis of the percentages of the old capital contributions they have made.Article 36 After the establishment of a company, no shareholder may illegally take away the contribution capital. Section 2 Organizational StructureArticle 37 The shareholders’ meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company,
and shall exercise its authorities according to this Law.Article 38 The shareholders’ meeting shall exercise the following authorities:(1)determining the company’s operation guidelines and investment plans;(2)electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning
their remuneration;(3)deliberating and approving the reports of the board of directors;(4)deliberating and approving the reports of the board of supervisors or the supervisor;(5)deliberating and approving annual financial budget plans and final account plans of the company;(6)deliberating and approving profit distribution plans and loss recovery plans of the company;(7)making resolutions on the increase or decrease of the company’s registered capital;(8)making resolutions on the issuance of corporate bonds;(9)adopting resolutions on the assignment, split-up, change of company form, dissolution, liquidation of the company;(10)revising the articles of association of the company;(11)other functions as specified in the articles of association. Where any of the matters as listed in the preceding paragraph is consented
by all the shareholders it in writing, it is not required to convene a shareholders’ meeting. A decision may be made directly with
the signatures or seals of all the shareholders.Article 39 The shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions
and shall exercise its authorities according to this Law.Article 40 The shareholders’ meetings shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely
held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of
the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the
supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders’ meetings shall be convened by the board of directors
and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings
thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors
is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of
the directors. Where a limited liability company has not set up the board of directors, the shareholders’ meetings shall be convened
and presided over by the acting director. If the board of directors or the acting director is unable or does not perform the duties of convening the shareholders’ meeting,
the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings.
If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or
more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders’ meeting is held, unless it is otherwis

OFFICIAL REPLY OF PEOPLE’S BANK OF CHINA ON ISSUING OF RMB BONDS BY INTERNATIONAL FINANCIAL CORPORATION IN CHINA’S INTERBANK BOND MARKET

People’s Bank of China

Official Reply of People’s Bank of China on Issuing of RMB Bonds by International Financial Corporation in China’s Interbank Bond
Market

Yin Fu [2005] No. 73

To International Financial Corporation

We acknowledged the receipt of the application on issuing of RMB bonds in China submitted by your bank. In accordance with Interim
Measures for the Administration RMB Bonds Issued by International Development Agency (Announcement of People’s Bank of China, the
Ministry of Finance, National Development and Reform Commission, China Securities Regulatory Commission [2005] No.5) and Measures
for the Issuing of Financial Bond in the National Interbank Bond Market (Decree of People’s Bank of China [2005] No. 1), the official
reply is hereby given as follows:

Your bank is enpost_titled to issue RMB bonds worth RMB 1.3 billion within the term 10 years in China’s interbank bond market.

Your bank is requested to contact with such related departments as China Government Securities Depository Trust and Clearing Co. Ltd,
to make well preparation for the bonds issuing and disclose the related issuance documents to market within three working days prior
to the issuing of bond.

Your bank shall do well information disclosure, and disclose annual report periodically as well as such important matters as important
changes promptly within the bond duration by referring to the related rules on the issuing of financial bond in China’s interbank
bond market.

Your bank shall report the performance of bond issuing to People’s Bank of China within 10 working days after the conclusion of bond
issuing.

Upon its conclusion, the bonds issued by your bank shall be circulated and negotiated in China’s interbank bond market in accordance
with the provisions of People’s Bank of China.

People’s Bank of China

October 9, 2005

People’s Bank of China
2005-10-09

REGISTRATION SYSTEM FOR OVERSEAS CHINESE INVESTED ENTERPRISES (ORGANIZATIONS)

Ministry of Commerce

Circular of the Ministry of Commerce on Printing and Distribution of the Registration System for Overseas Chinese Invested Enterprises
(Organizations)

Competent departments of commerce in all provinces, autonomous regions, municipalities directly under the Central Government and Xinjiang
Production and Construction Corps, all central enterprises, all the business departments (offices) of Chinese embassies (consulates)
in the foreign countries,

With a view to strengthening the administration of overseas Chinese invested enterprises, the Ministry of Commerce formulated the
Registration System for Overseas Chinese Invested Enterprises (Organizations) in accordance with the Provisions on the Examination
and Approval of Investment to Run Enterprises Abroad (Decree No.16, 2004 of the Ministry of Commerce). It is hereby printed and distributed
and shall be implemented accordingly.

It is hereby notified.

Ministry of Commerce

September 14, 2005

Registration System for Overseas Chinese Invested Enterprises (Organizations)

Article 1

For the purpose of improving the management on overseas Chinese invested enterprises (organizations) (hereinafter referred to as Chinese
invested enterprises), strengthening coordination and guidance to Chinese invested enterprises as well as providing various public
services and safeguarding the legitimate rights and interests of Chinese invested enterprises and their employees sent abroad, this
System has been formulated in accordance with pertinent national regulations and Provisions on the Examination and Approval of Investment
to Run Enterprises Abroad (Decree No.16, 2004 of the Ministry of Commerce).

Article 2

Chinese invested enterprises, which have been verified and approved by the Ministry of Commerce or the competent department of commerce
at the provincial level, shall check in and register in the business departments (offices) of local Chinese embassies (consulates)
on the strength of the Approval Certificate of People’s Republic of China on Overseas Investment (including overseas processings
and overseas organizations).

Article 3

Within 30 days after going through registration procedures in the investment countries, the person in charge of Chinese invested enterprises
shall check in and register in the business departments (offices) of local Chinese embassies (consulates) with “The Registering Table
of Overseas Chinese Invested Enterprises”. (See attached table below, hereinafter referred to as “The Registering Table”)

Article 4

The Chinese invested enterprises shall, when they are registering, submit “The Registering Table” to the business departments (offices)
of local Chinese embassies (consulates), together with the following materials:

The copies of approval papers from the Ministry of competent department of commerce at the provincial level;

The copies of “The Approval Certificate of People’s Republic of China on Overseas Investment” (including overseas processings and
overseas organizations); and

The copies of registering papers.

Article 5

The business departments (offices) of Chinese embassies (consulates) shall do well the registering work with a serious attitude, establish
archives for Chinese invested enterprises and keep them in good order.

Article 6

The business departments (offices) of Chinese embassies (consulates) shall attach importance to strengthen ties with Chinese invested
enterprises in their daily work, do a good job in coordinative guidance services and shall facilitate the success operations of Chinese
invested enterprises. For emergencies occurred in Chinese invested enterprises or the host country, the business departments (offices)
shall endeavor to maintain undisturbed connections with the enterprises and notify the domestic departments in charge and domestic
investment bodies of the current situation and shall make thorough arrangements and handling measures to protect the various rights
and interests of the Chinese invested enterprises and their employees.

Article 7

Domestic investment bodies shall submit the acknowledgement voucher of “The Registering Table” to the competent department of Commerce
at the provincial level in time; Chinese invested enterprises set up by the central enterprises shall submit the acknowledgement
voucher of “The Registering Table” to their domestic headquarters. Chinese invested enterprises’ registration shall be under the
joint annual check of the overseas investment.

Article 8

Enterprises set up by mainland investors in Hong Kong and Macau shall observe this System to check in and register at the Liaison
Offices stationed there by the central government.

Article 9

The power to interpret this System shall remain with the Ministry of Commerce. htm/e04348.htmAnnex

Annex:

The Registration Table of Overseas Chinese Invested Enterprises

(The official seal of domestic investment body)

Domestic investment body	The name of the enterprise
	Enterprises affiliated to provinces (municipalities), autonomous regions or enterprises affiliated to the Central Government
	Telephone	Fax
	Email address	Liaison Person
	The name of enterprise (organization)
	The scope of business
	Registration address
	Registration date	Commercial registration No
	Number of employees	Number of workers sent abroad by China
	Name of the person-in-charge of China	The post of the person-in-charge of China
	Phone No	Phonecell phonefor emergency
	Fax	Email address
	No. of the Approval document	No. of the Approval Certificate
Remark

Made by Ministry of Commerce Department of Foreign Economy Cooperation

(The official seal of competent department of commerce at provinces, autonomous regions and municipalities or the central enterprises)

Year-month-date

Acknowledgement Voucher

Name of overseas Chinese invested enterprise (organization)	Number of registration archival	Number of approval document	Number of approval certificate

(Official seal of business department of embassy (consulate) or economic department of liaison office in HK or Macao)

Year-month-date

OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF TAX EXEMPTION OF HONG KONG MANAGEMENT ASSOCIATION GUANGZHOU REPRESENTATIVE OFFICE

the State Administration of Taxation

Official Reply of the State Administration of Taxation on the Issue of Tax Exemption of Hong Kong Management Association Guangzhou
Representative Office

Guo Shui Han [2005] No. 803

Guangdong Provincial Bureau of State Taxation:

Your Bureau’s Request for Instruction concerning the Issue on the Application Filed by Hong Kong Management Association Guangzhou
Representative Office for Being Exempted from Enterprise Income Tax (Yue Guo Shui Fa [2005] No. 136) has been received, and an official
reply is hereby given as follows:

Hong Kong Management Association Guangzhou Representative Office, established in 1997,mainly engages in the relevant discussions,
the design of management training places and the supply of training, and video and audio apparatus. Hong Kong Inland Revenue Department
has issued a document to certify that Hong Kong Management Association, the head office, is a non-profit institution. According to
the Circular of the State Administration of Taxation concerning Relevant Issues on Strengthening the Tax Collection and Administration
of Foreign Enterprises’ Permanent Representative Offices (Guo Shui Fa [1996] No. 165), if Hong Kong Management Association Guangzhou
Representative Office engages in the business prescribed in Item (2) of Paragraph 2 of Article 1 of Guo Shui Fa [1996] No. 165,
it may be exempted from enterprise income tax and business tax.

State Administration of Taxation

August 16, 2005

the State Administration of Taxation
2005-08-16

TEMPORARY MANAGEMENT MEASURES ON TEXTILE EXPORT (PROVISIONALITY)

e0433320050922

The Ministry of Commerce

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

No. 13

Temporary Management Measures on Textile Export (Provisionality), which was deliberated and adopted at the 10th ministerial executive
meeting of the Ministry of Commerce on June 7th, is hereby promulgated and shall be implemented as of July 20th,2005.

Minister of the Ministry of Commerce Bo Xilai

June 19th, 2005

Temporary Management Measures on Textile Export (Provisionality)

Article 1

These measures are formulated in accordance with Foreign Trade Law of the People’s Republic of China and Administrative Permission
Law of the People’s Republic of China for the purposes of stepping up the transformation of growth mode of textile export and steadying
operation order of textile export in our country.

Article 2

Ministry of Commerce is responsible for national temporary managed textile export, and works out or readjusts Temporary Managed Commodity
Catalogue of Textile Export (hereinafter referred to as ” Managed Commodity Catalogue”) in the light of needs of works together with
General Administration of Customs and General Administration of Quality Supervision, Inspection and Quarantine.

Ministry of Commerce authorizes competent commercial administrations of all provinces, autonomous regions, municipalities directly
under the Central Government, cities specifically designated in the state plan, Xinjiang Production and Construction Group and Harbin,
Changchun, Shenyang, Nanjing, Wuhan, Chengdu, Guangzhou and Xi’an (hereinafter referred to as “local competent commercial administrations”)
to be responsible for management of temporary textile export permission.

General Administration of Quality Supervision, Inspection and Quarantine authorizes above administrations to be responsible for issuing
origin certificate of temporary textile export in those areas according to the suggestions of Ministry of Commerce.

Article 3

Formulation and readjustment of Managed Commodity Catalogue are published by Ministry of Commerce, General Administration of Customs
and General Administration of Quality Supervision, Inspection and Quarantine by announcement, the published contents include corresponding
classifications and tariff number of the products, countries or areas, period of implementation and permitted total quantity.

Article 4

Export countries in terms of these measures means final destination countries (areas), processing trade export means countries (areas)
that actually declare at the customs for export. Management of entrepot trade does not apply to these measures.

Article 5

Temporary permission management of textile export apply to following customs supervisions:

Common trade, barter, import materials of trade of processing and assembling customers materials and processing goods for export,
compensation trade, processing of exported material (corresponding contract), processing of imported material (non-corresponding
contract), bonded factory and other trades.

The customs does not examine the license of the textile subject to Managed Commodity Catalogue that enter bonded areas, processing
areas for export and other special areas and bonded places supervised by the customs from the areas outside above areas in the territory
of China. When above goods are actually exited, the customs will go through the formalities of customs inspection by license for
the goods exported to the countries or areas that need to implement temporary management of textile export in accordance with related
regulations.

Article 6

Ministry of Commerce authorizes License Bureau to manage and guide all competent commercial administrations to issue Temporary Textile
Export License (hereinafter referred to as “License”. The name list, pattern of the License and special seal will be published separately
by Ministry of Commerce, General Administration of Customs and General Administration of Quality Supervision, Inspection and Quarantine.

Article 7

As for the commodities listed in Managed Commodity Catalogue, foreign trade managers (including the enterprises under the Central
Government, hereinafter referred to as “managers”) should go through approval formalities of temporary export permission and apply
for License in local competent commercial administrations before export, and declare at the customs by the License.

Article 8

The commodities will be listed into Managed Commodity Catalogue in case of following circumstances:

Textile that related countries or areas place restrictions to our country;

Textile that need to take temporary management of quantity stipulated by bilateral contract.

Article 9

Temporary permitted export quantity is based on actual export achievements of corresponding commodity, determine temporary permitted
export quantity that may be applied for under the item of the managers’ actual export achievements at the customs (hereinafter referred
to as “quantity that may be applied for”) according to following calculation formula:

STa170%1/M1+30%2/M2)+a23/M3]

Among them:

S is the quantity that may be applied for;

T is the definite national temporary permitted export quantity;

Q1 is the actual export achievements that managers export to the countries or areas that place restrictions after integration. Q2
is the actual export achievements that the managers (Q1) export to the whole world except for the countries and areas that place
restrictions after integration. Q3 is the actual export achievements that managers export to the whole world before integration during
statistical period.

M1 is the actual export achievements that the managers in the whole country export to the countries and areas that place restrictions
after integration. M2 is the actual export achievements that all managers (Q1) export to the whole world except for the countries
and areas that place restrictions after integration. M3 is the actual export achievements that managers export to the whole world
before integration during statistical period.

a1 is export weight after integration, and a2 is export weight before integration. Say temporarily a1=0.7, a2=0.3, if the range of
statistical period does not cover the period before integration, it is indicated a1=1, a2=0.

Article 10

Ministry of Commerce determines the managers’ actual export achievements of related commodities in accordance with following principles:

(1)

According to export statistical data below the items of 10th place tariff numbers of Chinese customs;

(2)

Statistical period is 12 months before the implementation of temporary export permission;

(3)

Sum of actual export achievements is calculated according to the rate of added value of exported products. Common trade is calculated
at the rate of 100% of export sum. Processing trade is calculated temporarily at the rate of 100% of export sum.

(4)

As for the group corporations that have many sub companies, branches or holding companies, the statistics is made according to actual
managers (customs code of the enterprises), temporary export permission is listed under the name of every manager.

(5)

If the same manager uses more enterprises codes of Chinese customs (the enterprise’s name must be the same) when he go through customs
formalities for a certain commodity, the manager may calculate them together after applying to Ministry of Commerce and make the
record. If he does not apply for the combination, the calculation should be made in accordance with the actual achievements under
the item of the enterprise’s code of the customs.

Article 11

Ministry of Commerce determines the classifications and quantity of the commodities that the managers may apply for in accordance
with distribution principles, and distribute to all local competent commercial administrations in the form of writing or electron
in one time or several times 30 days after the publication of Managed Commodity Catalogue, and publish them on website of Ministry
of Commerce.

Article 12

The managers obtaining the quantity that may be apply for should make the application for permission to local competent commercial
administrations within the range of classifications and quantity that may be apply for distributed by Ministry of Commerce.

Article 13

All local competent commercial administrations should gather and report in writing the application report and electronic data of the
managers in these areas within 15 days as of the distribution day of the quantity that may be applied for.

Within 15 days at the receipt of the application report and electronic data of local competent commercial administrations, Ministry
of Commerce may handle uniformly application permission formalities for local competent commercial administrations within the range
of the quantity that may be applied for, and distribute permitted allocation quantity of temporary export to all managers in the
whole country in the form of ministerial letter.

Article 14

To the commodities that the management time limit exceeds one year, Ministry of Commerce will arrange 5 percent of total quantity
of temporary export permission nationwide from the second year for supporting the new managers who do not obtain application quantity.
and distribute them to all local competent commercial administrations in accordance with the calculation principle in Article 9 .
All local competent commercial administrations allocate them in the light of concrete conditions and publish the result on government’s
website.

Article 15

Temporary Textile Export License implements “one lot one license”, “one customs one license”, and is valid within Gregorian calendar
year for the period of 6 months and become invalid if it is overdue. If the owner of Temporary Textile Export License does not export
any commodities within valid period, he may have the license extended in original license issuing organ. The extension must not exceed
three months. If it needs to extended or make any changes, a new license should be issued.

Article 16

If the managers obtaining Temporary Export License could not use up all the quantity within valid period of temporary permitted export
quantity, they should hand over the surplus quantity to Ministry of Commerce no later than 60 days before the end of permission year.
The enterprises under the Central Government in Beijing hand over them to Beijing competent commercial administration, and other
managers hand over them to Ministry of Commerce through local competent commercial administrations.

Article 17

If the owner of Temporary Textile Export License does not use the quantity more than 20 percent of applied quantity and do not hand
over within valid period, Ministry of Commerce will cut their quantity correspondingly according to proportion in next year’s allocation.

Article 18

The quantity handed over and not applied for by the managers should be brought into surplus quantity of temporary permission of textile
export in the same year. Total surplus should be allocated by Ministry of Commerce in accordance with Article 9 , and allocation
result should be distributed no later than 45 days before the end of the permission year.

Article 19

The managers who have obtained Temporary Export License should fill in License Application Form according to the facts and affix a
seal of the enterprises when they apply for the License. Whoever applies for it through internet should fill in electronic form according
to the facts and send it to corresponding license issuing organ.

The managers should submit or post related export contract (copy of original one) to license issuing organs at the same time when
they make the application in the form of writing or through internet.

Article 20

After receipt of effective correct and completed application for the license, all license issuing organs should issue license within
3 working days in accordance with permission documents for temporary export and corresponding electronic data distributed by all
local competent commercial administrations authorized by Ministry of Commerce.

Article 21

To the commodities managed by temporary export permission, Managers should apply for textile origin certificate to temporary license
issuing organs authorized by General Administration of Quality Supervision, Inspection and Quarantine after they obtained temporary
export license. License issuing organs issue textile origin certificate by license, and the quantity, amount of money and other related
content should be consistent in the license and the certificate.

Article 22

Managers declare at the customs by License with a special seal for Textile License, go through the customs in related import countries
by electronic data and written License of Ministry of Commerce and origin certificate issued by competent license issuing organ.

Article 23

The customs should verify the license affixed with special seal for Textile License when handling related textile export formalities.
To the exported textile subject to legal examination, the customs should handle the formalities of inspection and clearance by Clearance
Sheet of Exit Cargo issued by inspection and quarantine organs.

Ministry of Commerce checks up the license through electronic internet together with General Administration of Customs. Related mechanism
of electronic verification and corresponding verification management measures will be worked out, published and implemented separately.

Article 24

Temporary Textile Export License must not be transferred, bought and sold, forged and revised. Whoever transfers, buys and sells or
forge and revise approval documents for license or export license will be punished in accordance with related provisions of Foreign
Trade Law of the People’s Republic of China, Customs Law of the People’s Republic of China, Management Regulations of Cargo Import
& Export of the People’s Republic of China and Management Measures on License of Cargo Export. At the same time Ministry of Commerce
may cancel temporary permitted textile quantity that he has obtained.

Article 25

Managers who exports samples and every lot of samples does not exceed 50 pieces (including pieces, suit, pair, kg or other commodity
units, excluding dozen, dozen pair, dozen suit and ton) may exempt from applying for export license. But if the samples are subject
to those that the customs of import country requests them to pass the customs by license, managers should apply for the license to
license issuing organ within the range of quantity the enterprise may apply for.

Article 26

The export of exhibits or exhibits for sale for taking part in or holding exhibition in foreign countries is handled according to
related regulations of Management Measures on License of Cargo Export. Those that the customs of import country requests the license
for passing the customs should be handled in accordance with related provisions of Article 25 of these measures.

Article 27

If the commodities subject to temporary export permission management are performed automatic permission of textile export before the
implementation of Temporary Export License, Automatic License for Textile Export will not be used as the evidence of passing through
the customs as of the implementation day of Temporary Export License.

Article 28

If any managers evade the provisions of these measures to export the commodities of the origin of China through a third country or
area to the country or area stipulated by Managed Commodity Catalogue, and as soon as it is investigated to be true, Ministry of
Commerce will make an announcement to prohibit them to be engaged in all export activities relating the commodities subject to temporary
export permission management within 1 year as of the effective day of related administrative punishment.

Article 29

License issuing, investigation of law enforcement organs, verification of license issuing organs, and the punishment on the license
issuing organs that violating related regulations and the managers that transfer, buy and sell or forge and revise license are handled
in accordance with related provisions of Management Measures on License of Cargo Export unless there are separate regulations.

Article 30

The textile processed through OPA in the interior but the origin is not in the interior do not apply to these measures.

Article 31

The interpretation of these measures is vested in Ministry of Commerce.

Article 32

These measures will come into effect on July 20, 2005.

The Ministry of Commerce
2005-06-19

1...171819...28 Page 18 of 28

2005

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

DONATIONS FOR PUBLIC WELFARE LAW

NOTICE OF CHINA DEVELOPMENT BANK AND MINISTRY OF SCIENCE AND TECHNOLOGY ON RELEVANT ISSUES CONCERNING THE WORK OF PROMOTING THE FINANCING WORK FOR SMALL-AND-MEDIUM-SIZED SCIENTIFIC AND TECHNOLOGICAL ENTERPRISES

GENERAL OFFICE OF MINISTRY OF COMMERCE CIRCULAR ON CARRYING OUT MANAGEMENT ON APPROVAL CERTIFICATE CODE OF AUCTION BUSINESS

INTERPRETATION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS, ON THE REGULATIONS OF THE CRIMINAL LAW OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING OTHER INVOICES USED FOR TAX REFUNDS FOR EXPORT AND OFFSETS OF TAX PAYMENT

DECISION OF THE STATE COUNCIL ON AMENDING THE REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION ON COMPANY REGISTRATION

MEASURES FOR THE ADMINISTRATION ON VOCATIONAL TRAINING OF SALES PROMOTERS

THE COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2005)

OFFICIAL REPLY OF PEOPLE’S BANK OF CHINA ON ISSUING OF RMB BONDS BY INTERNATIONAL FINANCIAL CORPORATION IN CHINA’S INTERBANK BOND MARKET

REGISTRATION SYSTEM FOR OVERSEAS CHINESE INVESTED ENTERPRISES (ORGANIZATIONS)

OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF TAX EXEMPTION OF HONG KONG MANAGEMENT ASSOCIATION GUANGZHOU REPRESENTATIVE OFFICE

TEMPORARY MANAGEMENT MEASURES ON TEXTILE EXPORT (PROVISIONALITY)

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