2005

INTERIM REGULATIONS ON MANAGEMENT OF FUTURES TRANSACTION

Category  BANKING Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1999-06-02 Effective Date  1999-09-01  


Interim Regulations on Management of Futures Transaction

Chapter 1  General Principles
Chapter 2  Futures Exchange
Chaper 3  Futures Brokering Company
Chapter 4  Fundamental Principles for Futures Transaction
Chapter 5  Supervision and Administration
Chapter 6  Legal Liability
Chapter 7  Supplementary Provisions

(Adopted at the 18th Executive Meeting of the State Council on May 25, 1999, promulgated by Decree NO. 267 of the State Council of the People’s Republic of China on June
2 , 1999, and effective as of September 1, 1999)

Chapter 1  General Principles

    Article 1  These Regulations are enacted in order to regulate futures transaction, to strengthen the regulation on the futures market,
to safeguard the order of futures market, to keep away the risk and to protect the lawful rights and interests of the parties and
public interests of the society.

    Article 2  These Regulations must be abided by if futures transaction and other relative conducts are engaged in.

    Article 3  Futures transaction shall be engaged in according to the principles of openness, fairness and equitability. Illegal conducts
such as fraud, inside transaction and the manipulation on the price of futures transaction are prohibited.

    Article 4  Futures transaction shall be conducted inside futures exchange and any transaction in the unorganized market is prohibited.

    Article 5  The China Securities Regulatory Commission (hereinafter referred to as CSRC) excises centralized and unified management
on the futures market.
Chapter 2  Futures Exchange

    Article 6  The establishment of a futures exchange shall be subject to the examination and approval by the CSRC.

    No unit or individual is allowed to set up a futures exchange or in disguised form without the approval of
the CSRC.

    Article 7  A futures exchange is not established for making profit and implements self-discipline in accordance with its Articles
of Association. A futures exchange takes civil liabilities with all of its own properties.

    Article 8  The members of a futures exchange shall be the corporations and enterprises having been registered within the territory
of People’s Republic of China. Acquisition of the membership shall be subject to the approval of futures exchange, and membership
dues shall be paid.

    The members of a futures exchange are composed both of the members of futures brokering company and of the
members of non-futures brokering company.

    Article 9  A futures exchange shall have a board of governors, and the chairman of the board of governors and the deputy chairman
of the board of governors are nominated by the CSRC and elected by the board of governors.

    A future exchange shall have a general manager and deputy general managers who are appointed and removed by
the CSRC. The general manager is the legal representative of futures exchange.

    Article 10  None of the persons having the situations prescribed in the Article 101 of the Securities Law or other situations prescribed
by the CSRC may hold the positions of senior management persons and financial accountants of futures exchange.

    Article 11  The staff of a futures exchange shall perform their duties with due loyalty, and are prohibited from engaging in any futures
transaction for himself, from divulging the inside information and from taking advantage of the inside information to obtain any
illegal benefits.

    Article 12  In performing their duties, the staff of a futures exchange shall be recused where they themselves or any of their relatives
have an interest.

    Article 13  No staff of a futures exchange may hold a post in a member unit of futures exchange during the tenure of office or within
one year after dimission.

    No civil servant may concurrently hold position in a futures exchange.

    Article 14  A futures exchange performs the following functions:

    (1) providing sites, facilities and services for futures transaction;

    (2) designing futures contracts and arranging the listing of them;

    (3) organizing and supervising the transaction, clearing and settling of futures;

    (4) guaranteeing the performance of futures contracts;

    (5) formulating and carrying out the system of risk management prescribed in the Article 35 of these Regulations;

    (6) other functions stipulated by the CRSC.

    Article 15  A futures exchange may not engage in any business irrelevant to its functions such as trust investment, stock exchange
and investment of non-personal real estates.

    A futures exchange may not participate in any futures transaction directly or indirectly.

    Article 16  When abnormal circumstances exist in futures market, a futures exchange may determine the adoption of the following emergent
measures and shall immediately report to the CSRC in accordance with the competence and procedures stipulated in the Articles of
Association:

    (1) increasing the bail;

    (2) adjusting the scope of limit up and limit down;

    (3) restricting the maximum volume of futures-holding of its members and clients;

    (4) suspending the exchange;

    (5) adopting other emergent measures.

    The abnormal circumstances mentioned in the preceding paragraph refer to the conducts manipulating the market
and severely distorting the formation of market price during the transaction, or the sudden events of force majeure and other situations
stipulated by the CSRC.

    After the vanishing of the abnormal circumstances, a futures exchange shall abolish the emergent measures
promptly.

    Article 17  It shall be subject to the approval of the CSRC if any one of the following circumstances exists:

    (1) formulating or amending its Articles of Association and business regulations;

    (2) listing, suspending, canceling or resuming the varieties of futures transaction;

    (3) listing, amending or terminating the futures contracts;

    (4) other circumstances stipulated by the CSRC.

    Article 18  The earnings of a futures exchange shall be administered and used in accordance with the relevant provisions of the State,
and may not be distributed to its members and misappropriated for other purposes.

    After being derived for public welfare fund according to the relevant provisions of the State, the after-tax
income of a futures exchange shall be completely transferred into accumulation fund to make up the loss of the year hereafter.

    Article 19  The incorporation and division of futures exchanges shall be subject to the examination and approval of the CSRC.

    Article 20  A future exchange shall be dissolved if any one of the following circumstances exists:

    (1) the operation term stipulated in the Articles of Association expires and the members’ conference rules
out of its continuous operation;

    (2) the member’s conference makes a decision of dissolve;

    (3) The CSRC makes a decision to close it down.

    The dissolution of a futures transaction due to the circumstances stipulated in Items (1) and (2) of the preceding
paragraph shall be examined and approved by the CSRC.
Chaper 3  Futures Brokering Company

    Article 21  The establishment of a futures brokering company shall conform to the provisions of the Company Law and meet the following
conditions:

    (1) the minimum registered capital is thirty million RMB yuan;

    (2) the chief administrators and business persons are qualified to engage in futures transaction;

    (3) a fixed business sites and up-to-standard transaction facilities are required;

    (4) a sound management system is required;

    (5) other conditions stipulated by the CSRC.

    Article 22  To be established, a futures brokering company shall obtain the approval as well as the business license for futures brokerage
of the CSRC, and register with the State Administration for Industry and Commerce.

    Without the approval of the CSRC, no unit or individual may engage in futures brokerage and include the words
“Futures Brokerage”, “Futures Agent” or other similar words in its name.

    Article 23  A futures brokering company may set up sales departments as its branches in accordance with the need of its business.
The establishment of the sales departments shall meet the conditions stipulated by the CSRC, be approved by the CSRC, obtain the
license for operation issued by the CSRC, and register with the State Administration for Industry and Commerce.

    The sales departments shall carry out their operations within the scope of authorization of the futures brokering
company, and the civil liability shall be borne by the futures brokering company.

    Article 24  Entrusted by its clients, a futures brokering company engages in futures transaction for them in the name of itself, and
the consequence of futures transaction shall be assumed by the clients.

    Article 25  A futures brokering company may engage in no business but the transaction, clearing, settling and other relevant services
of the listed futures contracts as the trustee of its clients.

    A futures brokering company is prohibited from engaging in any futures transaction or does so in disguised
forms.

    Article 26  If any one of the following circumstances exists, a futures brokering company shall obtain the approval of the CSRC, and
undergo registration of modification procedures with the State Administration of Industry and Commerce:

    (1) the legal representative is replaced;

    (2) the registered capital is modified;

    (3) the shareholders or the structure of shareholding is modified;

    (4) the domicile or the business office is modified;

    (5) the sales department is modified or terminated;

    (6) other circumstances as stipulated by the CSRC exist.

    Article 27  A futures brokering company shall settle its entrusted business and refund the clients’ bails in accordance with the law,
if it is dissolved for any one of the following circumstances:

    (1) the operation term expires, and the decision of the shareholders’ conference rules out of its continuous
operation;

    (2) the shareholders’ conference makes a decision of dissolution;

    (3) it is need to be dissolved because of merger or division;

    (4) bankruptcy;

    (5) the CSRC makes a decision to close it down.

    If a futures brokering company is dissolved because of the circumstances stipulated in Items (1), (2) and
(3) of the preceding paragraph, the matter shall be examined and approved by the CSRC.

    To dissolve a futures brokering company, the cancellation registration procedures shall be undergone with
the State Administration of Industry and Commerce.
Chapter 4  Fundamental Principles for Futures Transaction

    Article 28  Only the members of a futures exchange may trade inside a futures exchange. A futures brokering company may engage in
no business but futures brokerage entrusted by its clients, and non-futures brokering company may engage in no business but futures
transaction on his own account.

    The members of a futures exchange shall accredit a representative to enter a future exchange to trade. The
representative may only obey the transaction instructions from his own company, and is prohibited from obeying any instruction from
other units or individuals, from providing any consultation for them, and trading for himself.

    Article 29  When accepting entrust of a client to conduct futures transaction, a futures brokering company shall produce its Risk
Prospectus to the clients in advance, and after the clients have signed to affirm it, the futures brokering company shall sign a
written contract with the clients.

    A futures brokering company may not give any commitment of profits, or make an agreement with the clients
to share the profits or the risks, or accept the trust of futures transaction from any company, enterprise or other economic organizations
in the name of an individual, or re-mandate the business or accepted re-mandated business.

    Article 30  The following units or individuals may not engage in futures transaction, nor a futures brokering company may accept their
entrustment to engage in futures transaction for them:

    (1) banking institutions, institutions and State organs;

    (2) staff of the CSRC;

    (3) those who are barred from entering into a futures market;

    (4) units which do not provide any certifying document of account-opening;

    (5) other units or individuals who are prohibited from engaging in futures trading by the CSRC.

    Article 31  Clients may issue their transaction instructions to a futures brokering company by means of writing, telephoning, or other
ways as provided by the CSRC.

    Clients’ transaction instructions shall be clear and complete.

    Article 32  A futures brokering company shall engage in futures transaction in accordance with clients’ transaction instructions,
and is prohibited from engaging in futures transaction without the trust of the clients or exceeding the scope of authorization.

    Article 33  A futures brokering company shall provide truthful and accurate information on futures market to clients, and may not
inveigle clients into issuing transaction instructions by holding back major information or by other illegal means.

    Article 34  A futures exchange shall announce the information on the listed varieties of futures contracts promptly such as turnover,
purchase price, amount of storage, ceiling and floor prices, opening price and closing price, etc.. Meanwhile, the futures exchange
shall guarantee the truthfulness and accuracy of the information. However, the futures exchange may not announce any forecast information
on price.

    Article 35  A futures exchange shall set up and complete the following systems of risk administration in accordance with the relevant
provisions of the State:

    (1) the system of bail;

    (2) the system of daily clearing;

    (3) the system of limit up and limit down;

    (4) the system of limitation on futures holding and reporting the futures holding of the pit traders;

    (5) the system of risk reserve;

    (6) other systems of risk administration stipulated by the CSRC.

    Article 36  The system of bail shall be implemented in futures transaction. The bail that a futures exchange collects from its members
or a futures brokering company collects from its clients may not be lower than the standard prescribed by the CSRC, and shall be
separated from their own funds and be deposited in a special account.

    The bail that a futures exchange collects from its members is still in the ownership of the members; a futures
exchange is prohibited from appropriating it except for the transaction and clearing of the members.

    The bail that a futures brokering company collects from its clients is still in the ownership of its clients;
a futures brokering company is prohibited from appropriating it except depositing it in a futures exchange and clearing the transaction
for its clients in accordance with the provisions of the CSRC.

    A futures brokering company shall open an account, set a transaction code for each of its clients respectively,
and the different transactions with only one code are prohibited.

    Article 37  A futures exchange and a futures brokering company shall derive, manage and utilize the risk reserve in accordance with
the provisions of the CSRC and the Ministry of Finance, and they are prohibited from misappropriating it.

    Article 38  The collection of handling fees by a futures exchange from its members or by a futures brokering company from its clients
shall be executed in accordance with the uniform provisions of relevant departments under the State Council.

    Article 39  Centralized price competition shall be implemented in futures transaction, and shall follow the match transaction principle
of price precedence and time precedence.

    Article 40  A futures exchange executes uniform administration on the clearing of futures transaction.

    A futures exchange implements a system of daily clearing and shall inform its members of the clearing results
of the same day immediately after the closing.

    A futures brokering company shall make clearing for its clients in accordance with the clearing results of
the futures exchange, and shall inform its clients of the results promptly.

    Article 41  When the bail of one member of a futures exchange is insufficient, the member shall supplement the bail. If the bail is
not supplemented within the term prescribed by the futures exchange, the latter shall execute a mandatory selling order for the member’s
futures contract, and the fee and loss thus induced shall be taken on by the member.

    When the client’s bail is insufficient and is not supplemented within the term prescribed by a futures exchange,
a futures brokering company shall execute a mandatory selling order for the client’s futures contract. The fee and the loss thus
induced shall be taken on by the client.

    Article 42  The settlement of futures transaction shall be organized and executed uniformly by a futures exchange. A futures exchange
may not place any restriction on the amount of practicality settlement.

    The settlement warehouse shall be designated by a futures exchange, and the two parties shall make an agreement
to definitude the rights and obligations.

    Article 43  It is prohibited for the settlement warehouse from committing any one of the following acts:

    (1) to provide false warehouse warrants;

    (2) to restrict the storing and the selling of the settled commodities in violation of the business rules
of a futures exchange;

    (3) to divulge commercial secrets in connection with futures transaction;

    (4) to participate in futures transaction;

    (5) other acts stipulated by the CSRC.

    Article 44  When breaching agreement in futures transaction, the member shall assume the liability with its bail first; if the bail
is insufficient, the futures exchange shall assume the liability with the risk reserve and its own fund for the member, and the futures
exchange acquires the right of recourse to the member by this way.

    When the client breaches agreement in futures transaction, a futures brokering company shall take the measures
by reference to the provisions of the preceding paragraph.

    Article 45  A futures exchange and a futures brokering company shall ensure the completeness and safety of materials of futures transaction,
clearing and settling.  

    Article 46  It is prohibited for any unit or individual from fabricating and disseminating false information on futures transaction,
and from manipulating the transaction price of futures by malicious collaboration, joint transaction and other means.

    Article 47  It is prohibited for any unit or individual from engaging in any futures transaction with credit fund and financial fund.

    Banking institutions may not finance futures transaction by providing funds and offer any warrant.

    Article 48  Futures transaction of State-owned enterprises and enterprises where State-owned assets constitute a controlling and leading
interest is only restricted to hedging, and the following provisions shall be abided by:

    (1) the varieties of futures transaction are restricted to the products they manufacture or sell, or the raw
materials that are in need for their manufacture;

    (2) the gross amount of futures transaction shall conform to the gross amount of the spot transactions of
the corresponding period;

    (3) other provisions of the CSRC.

    If an enterprises described in the preceding paragraph engages in hedging, it shall produce the documents
signed by its legal representative to a futures exchange or a futures brokering company, and shall be subject to the examination
and approval of the futures exchange and the futures brokering company according to the provisions of the preceding paragraph.

    Article 49  No units or individuals may engage in trading futures abroad directly or indirectly without approval. If the market abroad
is indeed in need for the hedging, it shall be examined by the CRSC together with the relevant departments under the State Council
and be approved by the State Council before a license for overseas futures business is issued.

    A futures brokering company is prohibited from engaging in overseas futures trading.
Chapter 5  Supervision and Administration

    Article 50  A futures exchange and a futures brokering company shall periodically send statements of financial accounting, relevant
materials and audit reports to the CSRC.

    Article 51  The CSRC is enpost_titled to inspect the business and finance situations of a futures exchange or a futures brokering company
at any moment, to request them to hand in certain materials, and certain information and materials on their members or clients, and
when necessary, to inspect the business and finance situations in connection with futures transaction of the members and clients.

    During the inspection, if the CSRC finds they may have violated the law, the CSRC is enpost_titled to obtain and
seal up certain documents and materials, and to make a decision within a prescribed period.

    When inspecting, the staff of the CSRC shall produce their legal credentials.

    Article 52  The CSRC is enpost_titled to inquire and investigate the units and individuals who are suspected of violating the law concerning
futures, to inspect the deposit accounts of a futures exchange or a futures brokering company, as well as those opened by their members
or clients in a commercial bank or other banking institutions, and to apply to the judicial organs to freeze the accounts if there
is evidence to substantiate that illegally obtained funds have been removed or concealed. The units and individuals concerned may
not refuse to provide support or cooperation.

    Article 53  When abnormal circumstances exist in the futures market, the CSRC may take certain necessary measures to dispose of the
risks.

    Article 54  The CSRC executes a system of qualification cognizance for the senior management persons and other business persons of
a futures exchange and a futures brokering company.

    Article 55  A futures exchange shall, in accordance with the provisions of these Regulations and of the CSRC, set up and complete
the different rules and systems, strengthen the control on the risk in its transaction conducts and the supervision and management
on its members and staff.

    A futures brokering company shall set up and complete its administrative rules of internal business, strengthen
the examination on the client’s credit status, and report the list and trading information of the pit traders to a futures exchange
in accordance with its provisions.

    Article 56  When its General Manager leaves his post, a futures exchange shall retain an intermediary organization qualified to engage
in audit business to audit the manager. The CSRC may designate an intermediary organization to take such an audit when necessary.
Chapter 6  Legal Liability

    Article 57  A futures exchange shall be ordered to make rectification and be given a warning, and its illegal gains shall be confiscated
for any of the following acts:

    (1) to recruit a member in violation of provisions;

    (2) to charge handling fees in violation of provisions;

    (3) to use and distribute profits in violation of provisions;

    (4) not to publicize information according to provisions;

    (5) not to fulfill the obligation of making reports to the CSRC according to provisions;

    (6) not to submit relevant documents and materials to the CSRC according to provisions;

    (7) not to withdraw, manage and use the risk reserve according to provisions;

    (8) to restrict gross amount of the practicality settlement of its members;

    (9) to appoint unqualified futures business persons;

    (10) other acts that are in violation of the provisions of the CSRC.

    If a futures exchange commits any one of the acts listed in the preceding paragraph, the persons in charge
directly responsible and the other directly responsible persons shall be imposed disciplinary sanctions, and may also be fined not
less than 10,000 yuan nor more than 100,000 yuan.

    If a futures exchange commits the act stipulated in Item 2 of Paragraph 1 of this Article, it shall refund
the overcharged handling fees.

    Article 58  If a futures exchange commits any one of the following acts, it shall be ordered to make rectification, be given a warning,
be confiscated the illegal gains and also be fined not less than one time nor more than five times the illegal gains; if there are
no illegal gains or the illegal gain is less than 100,000 yuan, a fine of not less than 100,000 yuan nor more than 500,000 yuan shall
be imposed; if the circumstances are serious, the futures exchange shall be ordered to suspend business for rectification:

    (1) to formulate and modify the articles of association and business rules without approval;

    (2) to list, suspend, cancel or resume the varieties of futures transaction without approval;

    (3) to list, amend or terminate the futures contracts without approval;

    (4) to permit its members to engage in futures transaction when the bail is insufficient;

    (5) to participate in futures transaction directly or indirectly, or to engage in the businesses irrelevant
to its functions;

    (6) to charge bail in violation of provisions, or to misappropriate the bail;

    (7) to forge, alter or preserve the materials of futures transaction, clearing and settling not comforting
to provisions;

    (8) not to set up or execute the system of limit up and limit down, of limit on futures holding or of reporting
the pit traders;

    (9) to refuse or obstruct the supervision and examination of the CSRC;

    (10) other acts violating the provisions of the CSRC.

    If a futures exchange commits any one of the acts listed in the preceding paragraph, the persons in charge
directly responsible and the other directly responsible persons shall be imposed disciplinary sanctions and also be fined not less
than 10,000 yuan nor more than 100,000 yuan.

    Article 59  If a futures brokering company commits any one of the following acts, it shall be ordered to make rectification, be given
a warning, be confiscated the illegal gains and also be fined no less than one time nor more

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON SOME ISSUES CONCERNING THE TAXATION OF ENTERPRISES WITH FOREIGN INVESTMENT IN THE FIELD OF REAL ESTATE

The State Administration of Taxation

Circular of the State Administration of Taxation on some Issues Concerning the Taxation of Enterprises with Foreign Investment in
the Field of Real Estate

GuoShuiFa [1999] No.242

December 21, 1999

The state and local taxation bureaus of each province, autonomous region, municipalities directly under the Central Government and
the municipalities separately listed on the State plan:

In order to regulate the administration of taxation, some issues concerning the taxation of enterprises with foreign investment in
the field of real estate is notified as follows:

1.

Business and income tax should be counted on the basis of the price paid by the foreign buyer to the foreign enterprise, if an enterprise
with foreign investment sells real estate located in China through the agency of an enterprise abroad by means of signing agreement
or contracts on the basis of commission or exclusive selling rights.

2.

Full and valid documents should be offered for labor charges paid by the above-mentioned enterprise with foreign investment such as
commissions, price difference, handling charge and deductions, and the approval of the competent taxation authority is needed before
they are counted as expenses. And these expenses should not exceed 10% of the sales of the real estate.

This circular shall enter into force as of January 1, 2000.



 
The State Administration of Taxation
1999-12-21

 







CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON AMENDING CIRCULAR ON ISSUES CONCERNING OUTWARD REMITTANCE OF PROFIT, STOCK DIVIDENDS AND STOCK BONUSES PROCESSED BY DESIGNATED FOREIGN EXCHANGE BANKS

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Amending “Circular on Issues Concerning Outward Remittance of Profit,
Stock Dividends and Stock Bonuses Processed by Designated Foreign Exchange Banks”

HuiFa [1999] No.308

September 14, 1999

All branch of State Administration of Foreign Exchange,foreign exchange department of Beijing and Chongqing, sub-branch of Dalian,
Qingdao, Ningbo, Xiamen, Shenzhen, all the China-invested designated foreign exchange banks:

To further improve foreign exchange administration of the outward remittance of profits, stock dividends or stock bonuses by enterprises
with foreign investment or by enterprises issuing stock abroad, the “Circular on Issues Concerning Outward Remittance of Profits,
Stock dividends and Stock Bonuses Processed by Designated Foreign Exchange Banks” (hereinafter referred to as “the Circular”) is
amended as follows.

1.

Article 5 of the Circular is revised to read: “No enterprises with foreign investment whose registered capital has not been fully
paid in as provided by the articles of contract is allowed to remit foreign exchange profits or stock bonuses abroad”. If the delay
in fully paying in registered capital as provided by the articles of contract is caused by special reasons, approval of the former
inspection and approval institutions will be requested. Profits and stock bonuses distributed in accordance with the proportion of
paid-in registered capital can be remitted abroad based on the approval documents issued by the former inspection and approval institutions
and other documents specified in the Circular.

2.

The following provision is inserted after Article 5 of the Circular: When a designated foreign exchange bank performs the procedures
for outward remittance of foreign exchange stock dividends or bonuses for an enterprise issuing stock abroad, it must determine whether
foreign exchange funds raised by the issuance of stock abroad have been repatriated by the enterprise issuing the stock abroad in
accordance with the provisions of the Circular. If an enterprise issuing stock abroad has bona fide stock dividends or bonuses to
remit but has failed to repatriate foreign exchange funds raised abroad by the issuance of stock, the designated foreign exchange
bank shall first carry out for the enterprise the procedures for outward remittance of stock dividends or bonuses, then report the
circumstances in timely fashion to SAFE, which will impose a penalty on the enterprise, in accordance with Article 39 of Regulations
on Administration of Foreign Exchange, for unauthorized delay in repatriation of receipts from issuance of stock abroad.

3.

This Circular takes effect on October 1, 1999.

On receipt of this Circular, SAFE branches are requested to transmit it expeditiously to their sub-branches, to financial institutions
(including foreign-funded financial institutions), and to relevant organizations, and Chinese-funded designated foreign exchange
banks are requested to transmit it to their branches. If problems arise during implementation, it is requested that they be reported
to SAFE in timely fashion.



 
The State Administration of Foreign Exchange
1999-09-21

 







INVITATION AND SUBMISSION OF BIDS LAW OF THE PEOPLE’S REPUBLIC OF CHINA






The Standing Committee of the National People’s Congress

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

No. 21

Invitation and Submission of Bids Law of the People’s Republic of China adopted by the 11th Meeting of the Standing Committee of the
Ninth National People’s Congress on August 30,1999, are hereby promulgated and shall come into force as of the day of January 1,
2000.

President of the People’s Republic of China, Jiang Zemin

August 30,1999

Invitation and Submission of Bids Law of the People’s Republic of China ContentsChapter 1 General Provisions

Chapter 2 Invitation of Bids

Chapter 3 Submission of Bids

Chapter 4 Opening of Bids, Evaluation of Bids and Determination of the Winning Bidder

Chapter 5 Legal Liability

Chapter 6 Supplementary Provisions

Chapter 1 General Provisions

Article 1

This Law is enacted in order to standardize bid invitation and bid submission activities, to protect the interests of the State, the
public interests and the lawful rights and interests of the parties involved in the bid invitation and bid submission activities,
to increase economic benefits and to guarantee project quality.

Article 2

This Law applies to bid invitation and bid submission activities conducted in the People’s Republic of China.

Article 3

Bids must be invited for the following construction projects undertaken in the People’s Republic of China, including surveying for,
and design, construction and supervision of, the projects as well as the procurement of import equipment, materials, etc. for the
construction:

(1)

Projects with a bearing upon the public interest and public safety such as large-scale infrastructure projects, public utility projects,
etc.;

(2)

Projects that are totally or partially funded by the investment of State-owned funds or financed by the State;

(3)

Projects using loans form international organizations or foreign governments, or aid funds.

The specific range and scale standards for the projects enumerated in the preceding paragraph shall be formulated by the State Council’s
development planning department in conjunction with the other relevant departments of the State Council, and then submitted to the
State Council for approval.

If any law or the State Council has provisions on the range of other projects that are subject to the invitation of bids, those provisions
shall prevail.

Article 4

No unit or individual may divide a project that legally requires the invitation of bids into several small parts or otherwise avoid
the invitation of bids.

Article 5

Bid invitation and bid submission activities shall follow the principle of openness, fairness, impartiality and good faith.

Article 6

The bid invitation and bid submission activities for a project that legally requires the invitation of bids shall not be subject to
territorial or departmental restrictions. No unit or individual may illegally restrict or preclude the participation in bid submission
by legal persons or other organizations from outside his or its own region or network and may not in any manner illegally interfere
in the bid invitation and bid submission activities.

Article 7

Bid invitation and bid submission activities and the parties involved shall subject to lawfully implemented supervisions.

The relevant administrative supervision departments shall supervise bid invitation and bid submission activities according to law,
and shall investigate and handle illegal acts committed during bid invitation and bid submission activities.

The administrative supervision of bid invitation and bid submission activities and the specific division of functions and powers among
the relevant departments shall be formulated by the State Council.

Chapter 2 Invitation of Bids

Article 8

A bid inviting party is a legal person or other organization that puts forward a project and invites bids therefore according to this
Law.

Article 9

If the relevant provisions of the State require that project examination and approval procedures be carried pot for a certain project
for which bids are to be invited, the examination and approval procedures shall be carried out and approval shall be obtained first.

The bid inviting party shall have the appropriate amount of funds, or have secured the source of funds, for conducting an invitation
of bids, and the same shall be truthfully specified in the bid invitation documents.

Article 10

Invitation of bids are divided into public invitation of bids and private invitation of bids.

The term “public invitation of bids” refers to the method whereby the bid inviting party, through a bid invitation announcement, invites
unspecified legal persons or other organizations to submit bids.

The term “private invitation of bids” refers to the method whereby the bid inviting party, through a bid invitation letter, invites
specified legal persons or other organizations to submit bids.

Article 11

If public invitation of bids is not appropriated for a certain project which the development planning department of the State council
has determined to be a key State project or which the people’s government of the province, autonomous region or municipality directly
under the Central Government has determined to be a key local project, a private invitation of bids may be conducted, subject to
the approval of the development planning department of the State Council or the people’s government of the province, autonomous region
or municipality directly under the Central Government.

Article 12

A bid inviting party has the right to appoint a bid invitation agency of its own choice to carry out bid invitation matters. No unit
or individual may in any way designate a bid invitation agency for the bid inviting party.

A bid inviting party, which has the capability to prepare the bid invitation documents and organize the bid evaluation, may carry
out the bid invitation matters itself. No unit or individual agency may coerce it into appointing a bid invitation agency to carry
out the bid invitation matters.

A bid invitation party which carries out bid invitation matters itself for a project for which the invitation of bids is legally required
shall report the same to the relevant administrative supervision departments for the record.

Article 13

A bid invitation agency is a social intermediary organization, which is established according to law and engages in the bid invitation
agency business and provides related services.

A bid invitation agency shall meet the following requirements:

(1)

Possessing business premises and the appropriate amount of funds to engage in the bid invitation agency business;

(2)

Possessing the specialized capability necessary to prepare bid invitation documents and organize bid evaluations;

(3)

Possessing the conditions provided in paragraph 3 of Article 37 of this law that can be used as the pool of technical and economic
experts as candidates for members of the bid evaluation committee.

Article 14

The qualifications of bid invitation agencies engaging in the bid invitation agency business for construction projects must be subject
to recognition by the competent department of construction administration of the State Council or of the people’s government of the
relevant province, autonomous region or municipality directly under the Central Government. The specific measures are to be formulated
by the competent department of construction administration of the State Council together with the relevant departments of the State
Council. The competent department for recognizing the qualifications of bid invitation agencies engaging in other bid invitation
agency business shall be specified by the State Council.

No superior-subordinate relationship or other relationship of shared interest may exist between a bid invitation agency and administrative
agencies or other State organs.

Article 15

A bid invitation agency shall undertake bid invitation matters within the scope of commission of the bid inviting party, and shall
observe the provision of this Law on bid inviting party.

Article 16

If the bid inviting party employs the public invitation of bids method; it shall issue a bid invitation announcement. The bid invitation
announcement for a project for which the invitation of bids id legally required shall be issued in a State-designated newspaper or
periodical, on a State-designated information network or in other State-designated media.

The bid invitation announcement shall specify such matters as the name and address of the bid inviting party, the nature, quantities,
location and time of the project, the method of obtaining the bid invitation documents, etc.

Article 17

If the bid inviting party employs the private invitation of bids method, it shall send a bid invitation letter to at least three specific
legal persons or other organizations which have the ability to handle the project and which have a good credit standing.

The bid invitation letter shall specify the matters stipulated in Paragraph 2 of Article 16 of this Law.

Article 18

Depending on the requirements of the project, the bid inviting party may require, in the bid invitation announcement or the bid invitation
letter, that potential bidders provide the relevant documents certifying their qualifications and details of their business situation
and may investigate the qualifications of potential bidders. If there are State regulations on the qualification requirements of
bidders, such regulations shall prevail.

A bid inviting party may not restrict or preclude potential bidders by specifying unreasonable conditions and may not discriminate
against potential bidders.

Article 19

The bid inviting party shall prepare bid invitation documents according to the special characteristics and requirements of the project.
The bid invitation documents shall specify all substantive requirements and conditions, including the technical requirements for
the project, the standards for the examination of the bidders’ qualifications, bid price requirements, the bid evaluation standards,
etc. and the principal terms of the contract to be executed.

If the State has regulations concerning the technology and standards for the project for which bids are invited, the bid inviting
party shall include the corresponding requirements in the bid invitation documents according to those regulations.

If the project for which bids are invited needs to be split up into phases and the construction period needs to be specified, the
bid inviting party shall split up the project into reasonable phases and specify a reasonable construction period and specify the
same in the bid invitation documents.

Article 20

The bid invitation documents may not require or specify a specific procedure or supplier or contain other particulars, which favor
or preclude potential bidders.

Article 21

In accordance with the specific circumstances of the project for which bids are invited, the bid inviting party may organize an on-the-spot
survey of the project for the potential bidders.

Article 22

The bid inviting party may not disclose to a third party the names or number of potential bidders, which have received bid invitation
documents or other bid invitation and bid submission details, which could affect fair competition.

If the bid inviting party has set a reserve price, the confidentiality of the reserve price shall be maintained.

Article 23

If the bid inviting party makes necessary clarification or amendments to the bid invitation documents, it shall notify in writing
all the parties that have received the bid invitation documents at least 15 days before the deadline for the submission of bidding
documents specified in the bid invitation documents. The contents of the clarifications or amendments shall become an integral part
of the bid invitation documents.

Article 24

The bid inviting party shall set a reasonable time necessary for the bidders to prepare their bid documents. However, for projects
which legally require the invitation of bids, the time between the date on which the issue of the bid invitation documents commences
and the deadline for the submission of bid documents by the bidders may not be less than 20 days.

Chapter 3 Submission of Bids

Article 25

A bidder is a legal person or other organization, which responds to an invitation of bids and participates in the bidding competition.
If a scientific research project for which bids are invited according to law permits individuals to participate in the bidding, the
provisions of this Law concerning bidders shall apply to those individuals submitting bids.

Article 26

A bidder shall have the capability to undertake the project for which bids are invited. If the relevant provisions of the State or
the bid invitation documents specify requirements as to bidder qualifications, the bidders shall possess the required qualifications.

Article 27

A bidder shall prepare its bid documents according to the requirements of the bid invitation documents. The bid documents shall respond
to the substantive requirements and conditions put forward in the bid invitation documents.

If the project for which bids are invited is for construction work, the particulars of the bid documents shall include the resumes
and business achievements of the person in charge of the project and the principal technical personnel intended to appoint, and the
machinery and equipment intends to use in completing the project, etc.

Article 28

The bidders shall deliver the bid documents to the bid submission address before the deadline for the submission of bid documents
specified in the bid invitation documents. After receiving the bid documents, the bid inviting party shall sign for receipt and preserve
the same, and may not open them. If there are fewer than three bidders, the bid inviting party shall invite bids anew according to
this Law.

The bid inviting party shall refuse to accept bid documents, which are delivered after the deadline for the submission of bid documents
specified in the bid invitation documents.

Article 29

Before the deadline for the submission of bid documents specified in the bid invitation documents passes, a bidder may supplement,
amend or withdraw the bid documents it has submitted, and it shall notify the bid inviting party thereof in writing. The content
of the supplementation or amendments shall become an integral part of the bid documents.

Article 30

If a bidder, on the basis of the actual circumstances of the project as specified in the bid invitation documents, intends to subcontract
out some of the non-principal, non-key parts of the work after its bid is accepted, it shall specify the same in the bid documents.

Article 31

Two or more legal persons or other organizations may organize as a consortium and jointly submit a bid as a single bidder.

Each of the members of a consortium shall have the appropriate capability to undertake the project for which bids are invited. If
the relevant provisions of the State or the bid invitation documents specify requirements as to bidder qualifications, each of the
members of the consortium shall possess the corresponding required qualifications. If the consortium is composed of units that specialize
in the same field, the qualification grade of the consortium shall be determined according to the qualification grade of the unit
with the lowest qualification grade.

The members of a consortium shall execute an agreement for joint submission of a bid, clearly specifying the work and responsibilities
each member intends to undertake, and shall submit such agreement together with the bid documents to the bid inviting party. If a
consortium submitted the wining bid, the member of the consortium shall jointly execute a contract with the bid inviting party and
bear joint and several liabilities towards the bid inviting party for the project that they have won.

A bid inviting party may not coerce bidders into organizing a consortium to jointly submit a bid and may not restrict the competition
among the bidders.

Article 32

Bidders may not collude on the bid price, may not preclude fair competition form other bidders or prejudice the lawful rights and
interests of the bid inviting party or other bidders.

Bidders and the bid inviting party may not collude in the submission of bids in order to harm the interests of the State, the public
interest or the lawful rights and interests of a third party.

Bidders are prohibited from bribing the bid inviting party or members of the bid evaluation committee in order to have their bid accepted.

Article 33

A bidder may not submit a below cost bid price in competing for a project, or submit its bid in the name of a third party or use other
fraudulent means to have its bid accepted.

Chapter 4 Opening of Bids, Evaluation of Bids and Determination of the Winning Bidder

Article 34

The bids shall be opened in public at the time of the deadline for submission of the bid documents as determined in the bid invitation
documents. The bids shall be opened at the predetermined place specified in the bid invitation documents.

Article 35

The opening of the bids shall be presided over by the bid inviting party, and all the bidders shall be invited to attend.

Article 36

When opening the bids, the bid inviting party or the representative chosen by him shall inspect the status of the seals on the bids;
alternatively, the same may be inspected and notarized by a notarial institution appointed by the bid inviting party. After the seals
have been confirmed to be intact, the working personnel shall break the seals in public and read out the names and bid prices of
the bidders and other major particulars of the bid documents.

All bid documents received by the bid inviting party by the deadline for submission of bid documents as specified in the bid invitation
documents shall have their seals broken and be read out in public at the time the bids are opened.

Minutes shall be kept of the bid opening procedures and be filed for future reference.

Article 37

Bid evaluation shall be the responsibility of a bid evaluation committee organized according to law by the bid inviting party.

If a project legally requires the invitation of bids, the bid evaluation committee shall be composed of the representative of the
bid inviting party and the relevant experts in technology, economics, etc. The number of members shall be an odd number of five or
more, and the number of experts in technology and economics, etc. shall account for at least two-thirds of the total.

The experts referred to in the preceding paragraph shall have worked in their relevant fields for at least eight years and have a
senior post_title or attained an equivalent professional level. They shall be selected by the bid inviting party from the list of experts
provided by the relevant departments of the State Council or the relevant departments of the people’s government of the province,
autonomous region or municipality directly under the Central Government or from the list of experts in the relevant fields forming
part of the bid invitation agency’s pool of experts. For ordinary projects, the experts may be selected at random. For special projects,
they may be determined directly by the bid inviting party directly.

Persons with a material interest in the bid inviting party may not sit on the bid evaluation committee for the relevant project. Those
already sitting on the committee shall be replaced.

The list of members of the bid evaluation committee shall be kept confidential until the winning bidder has been determined.

Article 38

The bid inviting party shall take the steps necessary to ensure that strict confidentiality is maintained during the evaluation of
the bids. No unit or individual may illegally intervene in or influence the course and result of the bid evaluation.

Article 39

The bid evaluation committee may require bidders to give the necessary clarification or explanation of those contents of the bid documents
whose meaning is not clear. However, such clarification or explanation may not exceed the scope of the bid documents or change the
substantive contents of the bid documents.

Article 40

The bid evaluation committee shall evaluate and compare the bid documents according to the evaluation standards and methods determined
in the bid invitation documents. If a reserve price has been set, reference shall be made thereto. After the bid evaluation committee
has completed the evaluation, it shall submit a written bid evaluation report to the bid inviting party and recommend qualified candidates
for the status of winning bidder.

The winning bidder shall be determined by the bid inviting party on the basis of the written bid evaluation report submitted, and
the candidates for the status of winning bidder recommended, by the bid evaluation committee. Alternatively, the bid inviting party
may authorize the bid evaluation committee to directly determine the winning bidder.

If the State Council has special provisions concerning the evaluation of bids for special projects, such provisions shall prevail.

Article 41

The bid of the winning bidder shall meet the following conditions:

(1)

It conforms to the greatest possible extent with all of the overall evaluation standards specified in the bid invitation documents;

(2)

It satisfies the substantive requirements of the bid invitation documents and its bid price is the lowest among those evaluated, except
for bid prices below cost.

Article 42

If, upon evaluation, the bid evaluation committee consider that none of the bids to meet the requirements of the bid invitation documents,
it may reject all of the bids.

If all the bids for a project, which legally requires the invitation of bids, are rejected, the bid inviting party shall invite bids
anew according to this Law.

Article 43

Until the winning bidder has been determined, the bid inviting party may not hold negotiations with bidders on substantive contents
such as bid price, bid plans, etc.

Article 44

The members of the bid evaluation committee shall perform their duties in an objective and impartial manner, observe their professional
ethics and bear personal liability for the evaluation opinions put forward by them.

The member of the bid evaluation committee may not have private contacts with bidders or accept property or other benefits from bidders.

The members of the bid evaluation committee and the relevant working personnel participating in the evaluation may not disclose details
of the evaluation and comparison of the bid documents, details of the recommendation of candidates for the status of winning bidder
and other relevant details of the bid evaluation.

Article 45

After the winning bidder has been determined, the bid inviting party shall issue a letter of acceptance to the winning bidder and
simultaneously inform all the losing bidders of the result of the determination of the winning bidder.

The letter of acceptance shall be legally binding on the bid inviting party and the winning bidder. If the bid inviting party changes
the result of the determination of the winning bidder, or the winning bidder renounces the project, which it has won, after the letter
of acceptance has been issued, it shall assume legal liability therefore according to law.

Article 46

The bid inviting party and the winning bidder shall conclude a written contract according to the bid invitation documents and the
winning bidder’s bid documents within 30 days of the date of issuance of the letter of acceptance. The bid inviting party and the
winning bidder may not subsequently conclude other agreements, which contravene the substantive terms of the contract.

The winning bidder shall pay a performance bond if the bid invitation documents require the winning bidder to do so.

Article 47

For projects which legally requires the invitation of bids, the bid inviting party shall submit a written report on the invitation
and submission of bids to the relevant administrative supervision department within 15 days of the date of determination of the winning
bidder.

Article 48

The winning bidder shall perform its obligations, and complete the project, which it has won, according to the contract. The winning
bidder may not assign the project that it has won to a third party, or break up the project, which it has won and subsequently assign
the parts to third parties.

Subject to the provisions of the contract or the consent of the bid inviting party, the winning bidder may subcontract out the completion
of some of the non-principal, non-key parts of the work for the project that it has won. The subcontractors shall possess the appropriate
qualifications required and may not subcontract its project.

The winning bidder shall be accountable to the bid inviting party for the subcontracted projects, and the subcontractors shall bear
joint and several liabilities for the subcontracted projects.

Chapter 5 Legal Liability

Article 49

Anyone who violates the provisions of this Law by failing to invite bids for a project for which bids must be invited, or by breaking
up a project for which bids must be invited into several small parts or by otherwise avoiding the invitation of bids, shall be ordered
to make amends within a specified time limit, and may be imposed a fine of mot less than 0.5% nor more than 1% of the amount of the
project contract; if the project is entirely or partially funded with State-owned funds, the implementation of the project or allocation
of funds may be suspended. The persons in charge directly responsible and the other directly responsible persons of the unit shall
be disciplined according to law.

Article 50

If a bid invitation agency violates the provisions of this Law by disclosing details or materials which relate to the bid invitation
and submission procedures and are subject to maintenance of confidentiality, or if it colludes with the bid inviting party or a bidder
in order to harm the interests of the State, the public interest or the lawful rights and interests of a third party, it shall be
imposed a fine of not less than 50,000 Yuan nor more than 250,000 Yuan, and the persons in charge directly responsible and the other
directly responsible persons of the unit shall be imposed a fine of not less than 5% nor more than 10% of the amount of the fine
imposed upon the unit; if there are illegal earnings, such illegal earnings shall also be confiscated; if the circumstances are serious,
the agency’s qualifications to act as bid invitation agent shall be suspended or revoked; if a crime is constituted, criminal liability
shall be investigated according to law. If losses are caused to others, liability for compensation shall be assumed according to
law.

If any of the acts mentioned in the preceding paragraph has an impact on the result of the determination of the winning bid, the acceptance
of the winning bid shall be void.

Article 51

It the bid inviting party imposes unreasonable conditions to restrict or preclude potential bidders or if it discriminates against
potential bidders, or if it imposes on bidders a mandatory requirement to organize a consortium or if it restricts the competition
among the bidders, it shall be ordered to make amends and may be imposed a fine of not less than 10,000 Yuan nor more than 50,000
Yuan

Article 52

If the party inviting bids for a project which legally requires the invitation of bids discloses to others the names or number of
potential bidders which have received bid invitation documents or other bid invitation and bid submission details which could affect
fair competition, or if it discloses the reserve price, it shall be given a warning and may additionally be imposed a fine of not
less than 10,000 Yuan nor more than 50,000 Yuan; the persons in charge directly responsible and the other directly responsible persons
of the unit shall be disciplined according to law; if a crime is constituted, criminal liability shall be investigated according
to law.

If any of the acts mentioned in the preceding has an impact on the determination of the winning bid, the acceptance of the winning
bid shall be void.

Article 53

If a bidder colludes with one or more other bidders or with the bid inviting party in the submission of its bid, or if a bidder seeks
to win the project by offering a bribe to the bid inviting party or one or more of the members of the bid evaluation committee, the
acceptance of its bid shall be void, the bidder shall be imposed a fine of not less than 0.5% nor more than 1% of the amount of the
project which it won and the persons in charge directly responsible and the other directly responsible persons of the unit shall
be imposed a fine of not less than 5% nor more than 10% of the amount of the fine imposed upon the unit; if there are illegal earnings,
such illegal earnings shall be confiscated; if the circumstances are serious, the bidder’s bidding qualifications for projects which
legally require the invitation of bids shall be suspended for one to two years and the same shall be publicly announced, or the administrative
department for industry and commerce shall revoke its business license; if a crime is constituted, criminal liability shall be investigated
according to law; if losses are caused to others, liability for compensation shall be assumed according to law.

Article 54

If a bidder submits its bid in the name of a third party or uses other fraudulent means to have its bid accepted, the acceptance of
the bid shall be void; if losses are caused to the bid inviting party, it shall assume liability for compensation according to law;
if a crime is constituted, criminal liability shall be investigated according to law.

If a bidder for a project which legally requires the invitation of bids commits any of the acts mentioned in the preceding paragraph
but the circumstances are not serious enough to constitute a crime, it shall be imposed a fine of not less than 0.5% nor more than
1% of the amount of the project which it won and the persons in charge directly responsible and the other directly responsible persons
of the unit shall be imposed a fine of not less than 5% nor more than 10% of the amount of the fine imposed upon the unit; if there
are illegal earnings, such illegal earnings shall be confiscated; if the circumstances are serious, the bidder’s bidding qualifications
for projects which legally require the invitation of bids shall be suspended for one to two years and the same shall be publicly
announced, or the administrative department for industry and commerce shall revoke its business license; if a crime is constituted,
criminal liability shall be investigated according to law; if losses are caused to others, liability for compensation shall be assumed
according to law.

Article 55

If the party inviting bids for a project which legally requires the invitation of bids violates the provisions of this Law by holding
negotiations with bidders on substantive contents such as bid prices, bid plans, etc., it shall be given a warning and the persons
in charge directly responsible and the other directly responsible persons of the unit shall be disciplined according to law.

If any of the acts mentioned in the preceding has an impact on the determination of the winning bid, the acceptance of the winning
bid shall be void.

Article 56

If a member of the bid evaluation committee accepts property or other benefits form a bidder, or if a member of the bid evaluation
committee or relevant working personnel participating in the evaluation discloses to others details of the evaluation and comparison
of the bid documents, the recommendation of candidates for the status of winning bidder or other relevant detail

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF DUTY DRAWBACK OF EXPORTING THE TEXTILE MECHANISM

The State Administration of Taxation

Circular of the State Administration of Taxation on the Issue of Duty Drawback of Exporting the Textile Mechanism

GuoShuiHan [1999] No.13

January 7, 1999

“Letter on the case of requiring China Huayuan Group Ltd. company and other enterprises to be put on the list of companies exporting
the textile mechanism for the sum duty drawback “has been received from the State Administration of Textile Industry, reflecting
that the companies not included in the list of Circular cannot enjoy the policy of the sum duty drawback and affect the exports of
the textile mechanism after delivery of Circular on the increasing rate of duty drawback for exporting the textile mechanism (CaiShuiZi
[1998] No.107, hereinafter referred to Circular )by the State Administration of Taxation and the Ministry of Finance. In order to
carry out the spirit of encouraging the exports of the textile mechanism purposed by the State Council, after consideration and study,
the following should be clarified:

I.

All the export enterprises (excluding the enterprises with foreign investment established before December 31,1993, the same hereinafter)can
enjoy the 17% rate of duty drawback, when they run by themselves the export of the textile mechanisms that are listed on the Circular
from January 1, 1998 to December 31, 2000.

II.

In terms of the export enterprises exporting since January 1, 1998 and imposed at the 9% rate of duty drawback, their tax should be
calculated at the rate of 17% and the balance of tax should be returned.

III.

The Circular enter into force as of January 1, 1998. When the former provisions contravene the Circular, the Circular shall be prevail.

 
The State Administration of Taxation
1999-01-07

 




CIRCUKAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON ISSUING THE INTERIM PROVISIONS OF THE MINISTRY OF SCIENCE AND TECHNOLOGY AND THE MINISTRY OF FINANCE ON TECHNOLOGICAL INNOVATION FUNDS OF SCIENCE-AND-TECHNOLOGY-ORIENTED SMALL AND MEDIUM-SIZED ENTERPRISES

Category  BANKING Organ of Promulgation  The General Office of the State Council Status of Effect  In Force
Date of Promulgation  1999-05-21 Effective Date  1999-05-21  


Circukar of the General Office of the State Council on Issuing the Interim Provisions of the Ministry of Science and Technology and
the Ministry of Finance on Technological Innovation Funds of Science-and-Technology-Oriented Small and Medium-sized Enterprises



(Promulgated by Document No. [1999] 47 of the General Office of the State Council on May 21st, 1999)

    In order to support and promote the technological innovation of science-and-technology-oriented small and
medium-sized enterprises (hereinafter referred to as small and medium-sized enterprises), upon the approval of the State Council,
a special government fund (hereinafter referred to as innovation fund) is established to support technological innovation projects
in science-and-technology-oriented small and medium-sized enterprises (hereinafter referred to as small and medium-sized enterprises).  In
order to strengthen the management of the innovation fund, and increase its employing benefits, provisions are hereby made as follows:

    1 The innovation fund is an introductory fund, through which a new investment system is to be gradually built
catering to the objective discipline of socialist market economy and supporting the technological innovation of small and medium-sized
enterprises by attracting investment into technological innovation of small and medium-sized enterprises from localities, enterprises,
investment institutions of science and technology and financial organizations.

    2 The innovation fund, not aiming at making profit, is to strengthen the innovative capability of small and
medium-sized enterprises by supporting their innovation programs.

    3 The employment and management of innovation fund must conform to the relevant laws, administrative regulations
and financial regulations and rules of the State, and follow the principle of applying honestly, consider justly, manage scientifically,
support favorably, publicize clearly and special funds used specially.

    4 The innovation fund comes form the allocation of the Central finance and the interests thereof.

    5 The innovation fund is geared to the needs of all types of small and medium-sized enterprises registered
within China. The program the fund supports and the enterprises taking the program must meet the following conditions:

    (1) the program the fund supports must be a program involving the transference of high and new technological
achievements and conforming to the State’s policy of industrial technology, having high level of innovation and strong competitive
power in the market, possessing the potentialities of producing economic and social benefits, and having the possibility to form
jumped-up industry.

    (2) the enterprise has register with the administrative department for  industry and commerce at
the place where it is located, possesses the qualification of enterprise legal person and a complete financial system; the number
of its workers and staff should, in principal, not exceed 500, among them, the technological personnel with the academic degree higher
than that conferred by an institution of higher education should have a ratio of not less than 30% to the total amount of the workers
and staff. As for an high and new technology enterprises recognized by the competent department of science and technology under the
people’s government at or above the provincial level which engages in scaled  production of technological innovation programs,
the requirements for the ration of the technological personnel to its workers and staff may be properly relaxed.

    (3) the enterprises should mainly engage in research, development, production and service of products with
high and new technology, and  the persons in charge of the enterprise should have strong sense of innovation, market development
capability and managing skills. The money used in the research and development of products with high and new technology should not
be less than 3% of the sales volume, and the number of workers and staff directly engaged in research and development must be not
less than 10% of the total number of the workers and staff. Those enterprises with leading products which will be produced in  batches
or those engaged in scaled production must have a good operating record.

    6 The innovation fund encourages and gives priority to the support to joint innovation of production, study
and research, and also gives priority to the support to those programs which possess independent intellectual property right, contain
high technology and high added value and which can provide employment, save energy, reduce costs, improve environment and make profits
from export.

    7 The innovation fund should not support repeated construction at a low level, infrastructure construction
with merely purpose, technology introduction and ordinary processing projects.

    8 According to different characteristics of small and medium-sized enterprises and programs, the innovation
fund gives support in different forms such as subsidization to the interests of loan, gratis financial aid and input of capital fund:

    (1) subsidization to the interests of loan: for those innovation programs with certain level, scale and profits,
the measure of giving subsidy to the interests of loan is usually taken to encourage loaning in order to enlarge the production scale.
The subsidy is equal to 50% -100% of the annual interest of loan. The total interest should not exceed 1 million yuan and the total
interest of some major program should not exceed 2 million yuan.

    (2) gratis financial aid: this financial aid is mainly used to subsidize the research, development and test
of products in the technological innovation of small and medium-sized enterprises and to help researching personnel transfer the
achievements when they establish enterprises with their scientific and technological achievements. The sum of this financial aid
is usually no more than 1 million yuan and no more than 2 million yuan with some major programs. In addition, the enterprises must
have the same amount of matching capital or more.

    (3) input of capital fund: the fund provides capital money to those programs which have high starting point,
rich innovation content, high innovation level, innovation potential, great potential demand in market and the possibility of becoming
a new industry. The capital money is invested in order to induce the investment of other capitals. The sum is usually no more than
20% of the enterprise’s registered capital. In principle, the capital money can be transferred according to law or retracted by joint
operation within the time limit. The specific measure is to be formulated separately.

    9 The Ministry of Science and Technology is the competent department of the innovative fund, which is responsible
for considering and announcing the annual priorities of support and work guidelines of the innovative fund, discussing major events
in the operation of the innovation fund, approving the annual working plan of the innovative fund, examining and approving programs
to be supported in cooperation with the Ministry of Finance, submitting reports on the implementation to the State Council annually.

    10 The Ministry of Finance is the supervision department of the innovative fund, which participates in considering
and announcing the annual priorities of support and work guidelines of the innovative fund, allocates in two batches each year the
innovative fund into the special account of the Innovative Fund Administration Center through the Ministry of Science and Technology
according to the annual working plan of the innovative fund, supervises and inspects the operation and use of the fund.

    11 An Experts Consulting Committee of Innovation Fund is to be constituted by the authoritative experts on
technology, economy and management and entrepreneurs, which is responsible for researching into the fields given priority in support
and major programs for each year, guiding the formulation of annual priorities in support and work guidelines of the innovative fund,
and providing technical consultation to the Innovative Fund Administration Center.

    12 To establish Innovative Fund Administration Center of Small and Medium-Sized Enterprises (hereinafter referred
to as Administration Center), as a non-profit institution legal person, which is responsible for the administration of the innovative
fund and performs the following functions under the direction of the Ministry of Science and Technology and the Ministry of Finance:

    (1) making research and putting forward annual priorities in support and work guidelines of the innovative
fund, uniformly accepting applications for innovation fund and conducting procedural examination;

    (2) making research and putting forward the standard for evaluation, assessment and bid of innovative fund
programs, putting forward the qualifications of evaluating organs and other intermediary organs participating in the innovation fund
administration;

    (3) accrediting or organizing related units or organs to conduct the evaluation, assessment and bid of innovation
fund programs;

    (4) being responsible for working out the annual final settlement of accounts and working plan of the innovation
fund, making proposals on annual programs to be supported by innovation fund, and being responsible for the operation of innovation
fund;

    (5) being responsible for the integrative administration in the course of implementation of innovation fund
programs, and for the audit, supervision and periodical report of the innovation fund program.

    13 The Ministry of Science and Technology annually promulgates priorities in support and work guidelines of
the innovative fund. For programs conforming to the requirements for support of the innovation fund, enterprises may submit corresponding
application materials according to requirements for applications; application materials should be submitted with recommendation opinions
of the recommending units, those applying for subsidization to the interests of loan should also provide the promise on offering
the loan of the banks concerned.

    14 The recommending units of programs should conduct serious examination on the applying enterprises’ qualifications,
accuracy and truth of the materials; and provide recommendation opinions to programs conforming to the applying conditions and requirements.

    15 Competition system should be introduced actively and the systems of evaluation and bid for innovation fund
be implemented. Units conforming to bid conditions should be selected for the program through public competition.

    16 The Administration Center handles and investigates the applications according to relevant standards and
submit to related evaluating organs or experts for evaluation, investigation or consultation; those conforming to the conditions
must be selected through the evaluation of bidding materials and performance.

    17 Assessment organs and evaluation experts should objectively assess and evaluate the marketing prospect,
technological innovation, technical feasibility, risks and profits of the applying program as well as the managing and operating
skills of the applying enterprises and give definite opinions.

    18 The Administration Center provides suggestions on the supporting programs of innovation fund according
to the bid condition and evaluating opinions; if necessary, the Ministry of Science and Technology and the Ministry of Finance may
reconsider the evaluating results. After the program proposal has been examined and approved by the Ministry of Science and Technology
together with the Ministry of Finance, the Administration Center should conclude a contract with the enterprise, on the basis of
which the corresponding procedures should be gone through.

    19 the Ministry of Science and Technology and the Ministry of Finance publicize annually in batches the supported
programs and enterprises of the innovation fund and receive the supervision form the society.

    20 For programs have not passed the procedural examination or not been given support of the innovation fund
after evaluation, assessment and bid, the Administration Center should inform the applying enterprises in written form within 4 months
of the date of the acceptance of the applications.

    21 The annual budget for innovation fund is decided by the Ministry of Finance. The Ministry of Science and
Technology should report the use of the innovation fund according to related provisions of the Ministry of Finance and receive supervision
from the Ministry of Finance.

    22 The Administration Center should allocate the innovation fund completely to the units who are in charge
of the programs in accordance with the requirements of contract. The innovation fund should not be used in financing, stocks, futures,
real estate, sponsoring, donation, etc. and should not be appropriated.

    23 The Administration Center should budget the fees used in evaluation, assessment and bid as well as daily
administration of the innovation fund, which are disbursed from the interests of innovation fund after the approval of the Ministry
of Finance.

    24 The unit responsible for the project should report the implementation of the program to the Administration
Center annually; the Administration Center should submit the annual budget and implementation situation to the Ministry of Science
and Technology, which in turn submit to the Ministry of Finance.

    25 If the enterprise needs to adjust the objective, progress or outlay of the project owing to objective reasons,
it should submit a written application, which can only be implemented after the verification of the Administration Center and examination
and approval of the Ministry of Science and Technology and the Ministry of Finance.

    26 If the contracted projects are retracted or held in abeyance after the approval of the Administration Center,
enterprises should clear the accounts and turned the left funds completely to the Administration Center.

    27 The implementation scheme concerning the administration of programs and expenditures put forward by the
Administration Center should come into effect after being submitted to and approved by the  Ministry of Science and Technology
and the Ministry of Finance.






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

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










MEASURES ON HAVING A HOLIDAY FOR NATIONAL ANNUAL LEAVES AND MEMORIAL DAYS

Category  LABOUR ADMINISTRATION Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1999-09-18 Effective Date  1999-09-18  


Measures on Having a holiday for National Annual Leaves and Memorial Days

~10.(Promulgated by Decree No. 270 of the State Council of the People’s
Republic of China on September 18, 1999)

    Article 1 These Measures are formulated to integrate the vacation of

national annual leaves and memorial days.Article 2 The festivals having a holiday for all citizens:  (1) Having a one-day
holiday on New Year (January 1)  (2) Having a three-day holiday on Spring Festival ( The lunar New Year’s
Day, second day of the lunar month and third day of the lunar month)  (3) Having a three-day holiday on May Day ( May 1,
2, 3)  (4) Having a three -day holiday for National Day (October 1, 2, 3)Article 3 The festivals and memorial days having
a holiday for part of
citizens:  (1) Women have a half-day holiday on Women’s Festival (March 8);  (2) Youth Festival (May 4).  The
youth above 14 years old has a half-day
holiday;  (3) Children’s Day (Jun 1).  The juvenile under 13 years old has a one-
day holiday.  (4) The Memorial Day of founding of the People’s Liberation Army
(August 1), Military personnel in active service has a half-day holiday.Article 4 The holiday date to the holiday of habit of minority
shall be
stipulated by the local governments at the compact areas of several ethnic
minority living in based on the habits of several minority.Article 5 Without vocation for the following memorial days and holidays

such as February 7, 1923 Memorial Day, the May 30th Memorial Day, July 7
War of Resistance Against Aggression Memorial Day, the Victory of War of
Resistance Against Aggression Memorial Day, September 18 Memorial Day,
Teacher’s Festival, Nurse’s Festival, Journalist’s Festival,  Tree Planting
Festival and other festivals and memorial days.Article 6 Where the vacations having a holiday for all citizens happen
to be on Saturday or Sunday, they shall have additional holiday with
working days ; where the vacations having a holiday for part citizens
happen to be on Saturday and Sunday, they shall not have additional holiday.Article 7 These Measures shall enter into force as of
the date of
promulgation.






THE SECURITIES LAW OF THE PEOPLE’S REPUBLIC OF CHINA

INTERPRETATIONS THE SUPREME PEOPLE’S COURT OF CERTAIN ISSUES CONCERNING THE APPLICATION OF THE CONTRACT LAW OF THE PEOPLE’S REPUBLIC OF CHINA(PART ONE)

The Supreme People’s Court

Interpretations the Supreme People’s Court of Certain Issues Concerning the Application of the Contract Law of the People’s Republic
of China(part One)

FaShi [1999] No.19

December 29, 1999

“The Supreme People’s Court’s Interpretations of Certain Issues Concerning the Application of the Contract Law of the People’s Republic
of China(part One)” is adopted at the 1090th Session of the Adjudication Committee of the Supreme People’s Court on December 1, and
is promulgated now, this law will be effective as of December 29,1999.

Pursuant to The Contract Law of the People’s Republic of China (hereinafter the “Contract Law”), and with a view to facilitating the
proper adjudication of contractual disputes, we hereby promulgate the following interpretations of certain issues concerning the
application of the Contract Law by People’s Courts:

I. Scope of Application of the Law

Article 1

Where a suit is brought to a People’s Court in respect of a dispute arising out of a contract formed after the operative date of the
Contract Law, the provisions of the Contract Law shall apply; where a suit is brought to a People’s Court in respect of a dispute
concerning a contract formed before the operative date of the Contract Law, except otherwise provided herein, the provisions of the
law in effect at the time shall apply, provided that if the law in effect at the time did not provide for such matter, the relevant
provision of the Contract Law may apply.

Article 2

Where a contract was formed before the operative date of the Contract Law, but the prescribed time limit for performance extends beyond,
or commences after, the operative date of the Contract Law, if a dispute arises out of its performance, the relevant provisions of
Chapter Four of the Contract Law shall apply.

Article 3

In determining the validity of a contract formed before the operative date of the Contract Law, if application of the law in effect
at the time leads to its invalidation, but application of the Contract Law leads to affirmation of its validity, the People’s Court
shall apply the Contract Law.

Article 4

After the Contract Law became operative, a People’s Court may only invalidate a contract in accordance with laws adopted by the National
People’s Congress or its Standing Committee, or administrative regulations adopted by the State Council, and may not invalidate a
contract in accordance with any local statutes or administrative rules.

Article 5

Where a People’s Court re-adjudicates a case on which a final judgment has been rendered, the Contract Law does not apply.

II. Time Limit for Action

Article 6

In a dispute arising out of a technology contract, where infringement of the right of a party occurred before the operative date of
the Contract Law, if there was a lapse of more than one year between the date on which the party knew or should have known that its
right was infringed and the operative date of the Contract Law, the People’s Court will no longer enforce such right; where the lapse
was less than one year, the time limit during which the party may bring a suit shall be two years.

Article 7

In a dispute arising out of a technology import/export contract, where infringement of the right of a party occurred before the operative
date of the Contract Law, if there was a lapse of more than two years between the date on which the party knew or should have known
that its right was infringed and the operative date of the Contract Law, the People’s Court will no longer enforce such right; where
the lapse was less than two years, the time limit during which the party may bring a suit shall be four years.

Article 8

The time period of “one year” set out in Article 55 , and the time period of “five years” set out in Article 75 and Paragraph 2 of
Article 104 of the Contract Law are fixed, and are not subject to the rules governing the suspension, termination or extension of
time limit for action.

III. Validity of Contracts

Article 9

Where as set forth in Paragraph 2 of Article 44 of the Contract Law, the relevant law or administration regulation provides that
the effectiveness of a certain contract is subject to completion of the relevant approval procedure, or the relevant approval and
registration procedures, if before completion of court debate by the parties in the trial of first instance, the parties still fail
to carry out the relevant approval procedure, or approval and registration procedures, as the case may be, the People’s Court shall
rule that the contract has not yet taken effect; if the relevant law or administration regulation requires that a certain contract
be registered without subjecting its effectiveness to such registration, then failure to effect registration shall not impair the
effectiveness of the contract, provided that such failure constitutes an impediment to the conveyance of post_title to, or such other
real right in, the subject matter of the contract.

In the case of amendment, assignment or termination of a contract as set forth in Paragraph 2 of Article 77 , Article 87 , and Paragraph
2 of Article 96 of the Contract Law, the provisions of the previous Paragraph apply.

Article 10

Where the parties entered into a contract the subject matter of which was outside their scope of business, the People’s Court shall
not invalidate the contract on such ground, except where conclusion of the contract was in violation of state restriction concerning,
or licensing requirement for, a particular business sector, or in violation of any law or administrative regulation prohibiting the
parties from participation in a particular business sector.

IV. Subrogation

Article 11

Where an obligee is to bring a suit of subrogation pursuant to Article 73 of the Contract Law, the following conditions shall be
met:

(1)

The obligee’s creditor’s right against the obligor is lawful;

(2)

The obligor’s delay in exercising the creditor’s right due to it has caused harm to the obligee;

(3)

The creditor’s right of the obligor is due;

(4)

The creditor’s right of the obligor is not exclusively personal to it.

Article 12

As referred to in Paragraph 1 of Article 73 , a creditor’s right exclusively personal to the obligor means a claim for alimony, child
support, parental support or succession, or, a claim for wage, retirement pension, old age pension, death benefits, relocation allowance
or life insurance, or, a personal injury claim.

Article 13

The article “Where the obligor delayed in exercising its creditor’s right against a third person that was due, thereby harming the
obligee” in Article 73 of the Contract Law refers to the following circumstance: The obligor fails to render performance which is
due to the obligee, and further, it has failed to enforce a creditor’s right which is due to it and which involves the payment of
money against an obligor either through a suit in court or through arbitration, thereby frustrating the obligee’s realization of
the creditor’s right due to it.

Where the secondary obligor (i.e. the obligor of the original obligor) denies that the obligor has delayed in exercising its creditor’s
right due to it, the secondary obligor bears the burden of proof.

Article 14

Where an obligee brings a suit of subrogation pursuant to Article 73 of the Contract Law, jurisdiction shall vest in the People’s
Court in the place where the defendant is domiciled.

Article 15

Where after bringing a suit against an obligor to a People’s Court, an obligee brings a suit of subrogation against a secondary obligor
to the same court, if such suit complies with the provisions of Article 13 hereof as well as the conditions for bringing a suit
set forth in Article 108 of the Civil Procedural Law of the People’s Republic of China, the court shall accept such suit; where
such suit does not comply with Article 13 hereof, the court shall direct the obligee to bring a separate suit to the People’s Court
in the place where the secondary obligor is domiciled.

Before judgment on the suit brought by the obligee against the obligor takes legal effect, the People’s Court adjudicating the suit
of subrogation against the secondary obligor shall stay such suit in accordance with Item (5) of Article 136 of the Civil Procedural
Law of the People’s Republic of China.

Article 16

Where in a suit of subrogation brought to a People’s Court, an obligee names only the secondary obligor as the defendant without also
naming the original obligor as an interested third person, the People’s Court may add the original obligor as an interested third
person.

Where in suits of subrogation brought separately by two or more obligees, the same secondary obligor is named as the defendant, the
People’s Court may combine the suits for adjudication.

Article 17

In a suit of subrogation, if the obligee petitions the People’s Court for preservative measure against the assets of the secondary
obligor, it shall provide appropriate financial assurance.

Article 18

In a suit of subrogation, the secondary obligor may, in respect of the obligee, avail itself of any defense it has against the original
obligor. In a suit of subrogation, where the obligor raises a defense against the obligee’s claim, if the People’s Court affirms
the defense, it shall dismiss the suit brought by the obligee.

Article 19

In a suit of subrogation, if the obligee prevails, the court fee shall be borne by the secondary obligor, and shall be paid in priority
out of the proceeds from the enforced creditor’s right.

Article 20

Where an obligee brings a suit of subrogation against a secondary obligor, and the People’s Court affirms the subrogation, the secondary
obligor shall perform the payment obligation, whereupon the respective obligee-obligor relationships between the obligee and the
obligor, and between the obligor and the secondary obligor, are discharged accordingly.

Article 21

In a suit of subrogation, where the amount in subrogation claimed by the obligee exceeds the amount owed by the obligor or the amount
owed to the obligor by the secondary obligor, the People’s Court shall not enforce the claim to the extent the claimed amount exceeds
the actual amount.

Article 22

In a suit of subrogation, if the obligor also brings a claim against the secondary obligor for the difference between the amount owed
to it and the amount in subrogation claimed by the obligee, the People’s Court shall direct the obligor to bring a separate suit
to the People’s Court with the proper jurisdiction.

Where such suit brought separately by the obligor meets the legally prescribed conditions, the People’s Court shall accept such suit;
the People’s Court accepting the suit brought by the obligor shall stay such suit in accordance with the law pending the legal effectiveness
of the judgment on the suit of subrogation.

V. Cancellation Right

Article 23

Where an obligee brings a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law, jurisdiction shall vest
in the People’s Court in the place where the defendant is domiciled.

Article 24

If in a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law, the obligee only names the obligor as
the defendant without also naming the beneficiary or the assignee as an interested third person, the People’s Court may add such
beneficiary or assignee as an interested third person.

Article 25

Where an obligee brings a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law and petitions the People’s
Court for cancellation of the obligor’s act of waiving its creditor’s right or transferring its property, the People’s Court shall
adjudicate the case to the extent of the amount claimed by the obligee, and if the obligor’s act is canceled in accordance with the
law, such act is of no effect.

Where suits on the same subject matter are filed separately by two or more obligees to enforce their respective cancellation rights,
and the same obligor is named as the defendant, the People’s Court may combine the suits for adjudication.

Article 26

The necessary expenses incurred by the obligee in enforcing its cancellation right, such as attorney’s fee and travel expenses, shall
be borne by the obligor; where the interested third person was also at fault, it shall share such expenses as appropriate.

VI. Interested Third Person in Case of Assignment of Contracts

Article 27

If subsequent to the obligee’s assignment of its contractual right, a suit is brought to a People’s Court in respect of a dispute
between the obligor and the assignee which arose from the performance of the contract, and the obligor raises a defense against the
contractual right of the obligee, it may name the obligee as an interested third person.

Article 28

If with the consent of the obligee, the obligor has delegated its contractual obligation, and subsequently a suit is brought to a
People’s Court in respect of a dispute between the obligee and the delegatee which arose from the performance of the contract, and
the delegatee, in defense against the obligee, avails itself of the obligor’s right against the obligee, it may name the obligor
as an interested third person.

Article 29

If with the consent of the other party, a party concurrently assigned its contractual rights and delegated its contractual obligations
to an assignee, and subsequently a suit is brought to a People’s Court in respect of a dispute between the other party and the assignee
which arose from the performance of the contract, and the other party raises a defense in respect of the rights and obligations under
the contract, it may name the obligor as an interested third person.

VII. Merger of Claims

Article 30

Where at the time the obligee brought a suit to a People’s Court, it made an election of claim in accordance with Article 122 of
the Contract Law, and subsequently it changes its election, if the change is made before the commencement of hearing in the trial
of first instance, the People’s Court shall allow such change. In the event the other party objects to the jurisdiction of the court
and such objection is sustained, the People’s Court shall dismiss such suit.

 
The Supreme People’s Court
1999-12-29

 




CONSTITUTION ACT, 1982 – page 22

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