2007

CIRCULAR OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE AMENDED TENDER METHOD FOR THE PURCHASING FIRMS IN PROJECTS WITH FOREIGN GOVERNMENT LOANS

Circular of the Ministry of Finance on Printing and Distributing the Amended Tender Method for the Purchasing Firms in Projects with
Foreign Government Loans

CaiJin [2001] No.221
September 29, 2001

The finance departments (bureaus) of all provinces, autonomous regions, municipalitie directly under the Central Government and municipalities
separately listed on the State plan, the Finance Bureau of Xinjiang Production and Construction Corps, and all purchasing firms:

In order to normalize the tendering methods for the purchasing firms in projects with foreign government loans, the Ministry of Finance
has made necessary amendments to the Tender Method for the Purchasing Firms in Projects with Foreign Government Loans. The amended
Tender Method for the Purchasing Firms in Projects with Foreign Government Loans is hereby printed and distributed to you, please
carry it out accordingly. The Circular on Printing and Distributing the Tender Method for the Purchasing Firms in Projects with Foreign
Government Loans (CaiJin [2000] No.159) shall be nullified simultaneously.

Attachment:
Tender Method for the Purchasing Firms in Projects with Foreign Government Loans

Tender Method for the Purchasing Firms in Projects with Foreign Government Loans This method has been formulated in order to strengthen
the administration of tendering procedures for the purchasing firms in projects with foreign government loans, and to ensure fairness,
impartiality and openness of tendering procedures.

I.

The “projects with foreign government loans” (hereinafter as “loan projects”) of this Method refers to those utilizing foreign government
loans (including loans supplied without conditions attached from Japanese International Synergy Bank, and loans provided by North
European Investment Bank and North European Development Fund) and other foreign loans as stipulated by the State Council under preferential
terms. The “purchasing firms” of this Method refers to enterprises with a foreign trade operation license for at least three years,
subject to the approval of competent authorities under the State Council. Purchasing firms participating in loan projects of US$
5 million and above shall be holders of Class A Qualification Certificate for International Tendering Participation as issued by
competent authorities under the State Council, except that the loan providing country has special provisions. The “borrower” of this
Method refers to the relevant agency, institution or legal entity that sign the re-loaning agreement with the re-loaning bank and
bears the ultimate liabilities to repay the loans.

II.

After the Ministry of Finance (hereinafter referred to as MOF) receives the documents transferred from the State Planning and Development
Commission, it shall notify the relevant agencies and finance departments (bureaus) of provinces, autonomous regions, municipalities
directly under the Central Government, municipalities separately listed on the State plan (hereinafter as “local finance agencies”)
to start the tendering of purchasing firms for the loan projects that are in line with the corresponding conditions (or that have
been approved by the loan providing country based on its requests), and release the information to the purchasing firms. Local finance
agencies shall notify within the prescribed period, and direct and supervise the borrower to conduct the tendering of purchasing
firms.

III.

The borrower shall, upon receiving a Circular from the local finance agency, simultaneously deliver to three or more purchasing firms
a tender invitation (see Attachment I) within ten working days. For a project package involving at least two sub-projects, one tender
procedure will apply as a single project. The deadline for the tender invitation will be at least ten workings days after the date
of the delivery of the invitation, as evidenced by postal stamps.

IV.

Purchasing firms that receive a tender invitation letter shall fill in an agency application form (see Attachment II) in line with
the requirements. The agency application form shall be sealed up and submitted to the address and at the time as stipulated in the
invitation letter. An agency application form shall bear signatures of the general manager or deputy general manager with the corporate
stamp. In case of less than three purchasing firms that have submitted their agency application forms by the designated deadline,
another round of tender invitation will be performed. Purchasing firms may not participate in the tendering in the name of its subsidiary
firm or business department (excluding the projects with loans of Yen). Purchasing firms may apply for joint bidding based on voluntary
negotiations, but one of the parties will be identified and defined as the sponsor, and scores earned by the sponsor for such an
applicant during the tender evaluation procedure will be viewed as those for the joint bid.

V.

The borrower shall organize an examination and appraisal committee (hereinafter referred to as the “appraisal body”) consisting of
five or seven members (hereinafter referred to as the “appraisal members”) with a head of the borrower in direct charge of the project
chairing the appraisal body and assuming the overall responsibilities over the appraisal activities. The borrower shall formulate
the detailed rules for tender evaluation according to this Method and the relevant provisions formulated by the Ministry of Finance
governing purchases with foreign government loans, and the detailed rules for tender evaluation shall not conflict with the relevant
provisions of this Method, etc. Based on the principle of objectivity and fairness, the appraisal body shall independently evaluate
the agency application forms based on the established appraisal standards, free of any interference. Local finance agencies may send
representatives to the appraisal body in case of Class B projects; and in principle, local finance agencies shall not send representatives
to the appraisal body in case of Class C projects.

VI.

The evaluation contents and the relevant scores are as follows:

1.

Loan projects of US$ 5 million and above

(1)

An accumulated US$ 100 million or above of cargo has been shipped and delivered in the form of imports in the past three years, 20
points; US$ 50-100 million (inclusive of 50 million), 15 points; and under US$ 50 million, 10 points. Auditing statements issued
by an intermediary body shall be attached as required.

(2)

An accumulated US$ 40 million or above of commissioned loan projects undertaken as an agent in the past three years, 15 points; US$
30-40 million (inclusive of 30 million), 13 points; US$ 20-30 million (inclusive of 20 million), 10 points; US$ 10-20 million (inclusive
of 10 million), 7 points; and under US$ 10 million, 3 points. Circular for purchasing commissioning or approval for a winner of a
tender issued by the Ministry of Finance shall be attached as required.

(3)

An accumulated US$ 50 million or above of complete sets of equipment in the form of imports for other than loan projects in the past
three years, 10 points; US$ 30-50 million (inclusive of 30 million), 7 points; US$ 10-30 million (inclusive of 10 million), 5 points;
and under US$ 10 million, 3 points. Auditing statements issued by an intermediary body shall be attached as required.

(4)

Performance of the tender projects of the same industry, 0-10 points.

(5)

Qualification, capabilities and performance of personnel in charge of purchasing and procurement, not more than 15 points.

(6)

Work plan and planned work flow to be rendered, not more than 15 points.

(7)

Fees levied based on the Provisional Regulations on the Management of Procurement and Purchasing Under Projects Financed by Foreign
Government Loans, (CaiZhai [1999] No. 34), 5 points; 0 point for those violating the regulations.

(8)

Any other technological factors necessary based on the nature of the project, 0-10 points.

2.

Loan projects under US$ 5 million

(1)

An accumulated US$ 50 million or above of cargo has been shipped and delivered in the form of imports in the past three years, 20
points; US$ 30-50 million (inclusive of 30 million), 15 points; and under US$ 30 million, 10 points. Auditing statements issued by
an intermediary body will be attached as required.

(2)

An accumulated US$ 20 million or above of commissioned loan projects undertaken as an agent in the past three years, 15 points; US$
10-20 million (inclusive of 10 million), 13 points; US$ 5-10 million (inclusive of 5 million), 10 points; US$ 3-5 million (inclusive
of 3 million), 7 points; and under US$ 3 million, 3 points. Circular for purchasing commissioning or approval for a winner of a tender
issued by the MOF shall be attached as required.

(3)

An accumulated US$ 30 million or above of complete sets of equipment in the form of imports for other than loan projects in the past
three years, 10 points; US$ 20-30 million (inclusive of 20 million), 7 points; US$ 10-20 million (inclusive of 10 million), 5 points;
and under US$ 10 million, 3 points. Auditing statements issued by an intermediary body shall be attached as required.

(4)

Performance of the tender projects of the same industry, 0-10 points.

(5)

Qualification, capabilities and performance of personnel in charge of purchasing and procurement, not more than 15 points.

(6)

Work plan and planned work flow to be rendered, not more than 15 points.

(7)

Fees levied based on the Provisional Regulations on the Management of Procurement and Purchasing Under Projects Financed by Foreign
Government Loans (CaiZhai [1999] No. 34), 5 points; 0 point for those violating the regulations.

(8)

Any other technological factors necessary based on the nature of the project, 10 points.

VII.

When the tender invitation period ends with purchasing firms having submitted their sealed agency application forms to the borrower,
the head of the appraisal body will summon an evaluation meeting, at which all the agency application forms will be disclosed at
the same time and scores of items 1-3 and item 7 for each of the application forms will be determined on the spot based on the given
criteria. As items 4, 5, 6 and 8 are subject to judgment scores, appraisal members will give their scores independently on the spot.
After all the appraisal members given their respective scores, the highest score and the lowest score of the outcome shall be excluded,
and the scores given by the rest of the appraisal members shall be added up, the applicant with the highest score shall win the tender.

VIII.

The borrower shall keep secret the information on the agency application forms submitted and the appraisal members shall not release
any information relevant before the results are published. All participating purchasing firms are prohibited from exerting influence
or impact on the appraisal members by any malfeasant means. Any unit or individual is prohibited from interfering with the appraisal
work.

IX.

The borrower shall submit to the local finance agency a report in detail the composition of the appraisal body, appraisal procedure,
scores for each of the applicant purchasing firms and the final appraisal results within five working days after the completion of
the appraisal procedure. The local finance agency shall make examination and verification according to the relevant provisions of
this Method, but may not change the appraisal results of the appraisal body at will. If the local finance agency has any different
opinions on the appraisal results, it may submit the opinions together with the appraisal results to the MOF within 5 workdays. And
the MOF shall reply to the local finance agency within ten workdays after receiving the report with copies of the reply to be delivered
to the winner of the tender. The borrower and winning purchasing firm will enter into a commissioning agreement (see Attachment III)
within 15 working days after receiving the copy of the reply of MOF.

X.

Efforts are to be made to avoid monopoly practices or sector/local protectionism in any forms in selecting a purchasing firm for a
loan project. Monopoly orientation occurs when the value amount of loan projects won by any company under the Central Government
through tender procedures is in excess of 50% of the total value of the loan projects released for tendering in any one calendar
year, or the value amount of local loan projects won by any local company through tender procedures is in excess of 60% of the total
value of the loan projects released for tendering in its relevant locality (province, autonomous region, municipality directly under
the Central Government, or municipalities separately listed on the State plan) in any one calendar year. MOF will make the regular
statistical survey over the tender-related activities for loan projects and impose restrictive measures on monopoly-oriented purchasing
firms. After the tender procedures for purchasing firms end, all the original tendering documents and scoring records shall be kept
in the archives by the borrower for two years.

XI.

Local finance agencies shall strengthen their supervision, survey and administration of tender procedures and execution of commissioning
agreements and report the relevant issues to MOF in time. All the relevant units shall observe the relevant domestic laws and regulations
and the relevant rules of the loan providing countries. Any unit or individual is obliged to report the violations of rules or illegal
practices in relevant procedures to the function agencies or legal authorities of the local government. In case of violation of rules
by a relevant unit, the MOF shall authorize local finance agencies to investigate and resolve it, or may organize the finance superintendent
office delegated by the MOF to the provinces, autonomous regions, municipalities directly under the Central Government or municipalities
separately listed on the State plan to investigate and resolve it. Any violation of rules will be circulated within the system upon
verification.

XII.

The tendering procedure for a purchasing firm for loan projects undertaken by enterprises or units directly subordinated to agencies
under the Central Government may refer to this Method.

XIII.

Where any existing provision on the administration of foreign government loans is in contravention with this Method, this Method shall
prevail.

XIV.

This Method shall take effect as of the date of promulgation.

Attachment:

1.

Tender invitation letter (format)(omitted)

2.

Agency application form (format)(omitted)

3.

Commissioning agreement (format)(omitted)



 
The Ministry of Finance
2001-09-29

 







REPLY OF THE GENERAL DEPARTMENT OF STATE ADMINISTRATION OF FOREIGN EXCHANGE ON THE ISSUE OF PROVIDING GUARANTEES FOR RMB LOANS EXTENDED BY DOMESTIC FOREIGN-CAPITAL BANKS

The State Administration of Foreign Exchange

Reply of the General Department of State Administration of Foreign Exchange on the Issue of Providing Guarantees for Rmb Loans Extended
by Domestic Foreign-capital Banks

Huizonghan [2001] No.50

June 8,2001

The Bank of China:

The document coded Lianyeshang [2001] No. 1125, from Hong Kong and Macao Administration Office of the Bank of China, has been received.
We hereby reply as follows:

According to relevant foreign exchange regulations, the RMB loans to domestic entities extended by domestic foreign-capital banks
that are authorized to operate RMB business are not regarded as external debts of domestic entities, and do not need approval or
external debt registration. Therefore, guarantees for this kind of RMB loans are not regarded as external guarantees, and thus do
not need approval beforehand or external guarantee registration.

It is hereby replied as above-mentioned.



 
The State Administration of Foreign Exchange
2001-06-08

 







OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION ON THE TAXATION DISPOSAL OF ENTERPRISES WITH FOREIGN INVESTMENT WHOSE CAPITAL FROM THE FOREIGN PARTY HAS NOT BEEN PUT INTO PLACE AS PROVIDED

The State Administration of Taxation

Official Reply of the State Administration of Taxation on the Taxation Disposal of Enterprises with Foreign Investment whose Capital
from the Foreign Party has not been Put into Place as Provided

GuoShuiHan [2001] No.289

April 17, 2001

Sichuan State Taxation Bureau:

Your Request for Instructions on the Proof of Disposal of Tax Issues in the Case of Chengdu EnWei (ChuanGuoShuiFa [2001] No.55) was
received. Upon deliberation, the official reply is hereby given as follows:

Paragraph 2 of Article 4 of the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures provides that “the
proportion of the foreign party’s investment in an equity joint venture shall be, in general, not less than 25 percent of its registered
capital”. Within the term of capital contribution stipulated in the relevant laws, regulations or the investment contracts, where
foreign investor as taxpayer doesn’t meet the requirement of this paragraph, and the taxpayer doesn’t report his actual situation
to the taxation authorities when going through the tax registration procedures in accordance with the Article 6 of the Implementing
Rules of Law of the People’s Republic of China on the Administration of Tax Collection, the taxation authorities are enpost_titled to
calculate and levy the tax fund according to the taxpayer’s actual situation, in accordance with the Article 59 of the Implementing
Rules of Law of the People’s Republic of China on the Administration of Tax Collection” where the taxation authorities find that
the taxpayer’s contents of tax registration don’t conform to its actual situation, they may order it to be rectified and levy the
tax according to the actual situation”.



 
The State Administration of Taxation
2001-04-17

 







AMENDMENT OF THE CRIMINAL LAW OF THE PEOPLE’S REPUBLIC OF CHINA (III)

e03204,e03901,e03899,e03900

The Standing Committee of the National People’s Congress

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

No. 64

The Amendment of the Criminal Law of the People’s Republic of China (III), which was adopted at the 25th Meeting of the Standing Committee
of the Ninth National People’s Congress on December 29, 2001, is hereby promulgated, and shall come into force on the date of its
promulgation.

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

December 29, 2001

Amendment of the Criminal Law of the People’s Republic of China (III)

The Criminal Law is supplemented and amended as follows in order to crack down terrorist crimes, guarantee the security of the State
and the people’s lives and properties, as well as maintain the public order:

I.

Article 114 of the Criminal Law is amended as: “Whoever commits arson, breaches dikes, causes explosions, spreads pathogen of infectious
diseases, poisonous or radioactive substances or other substances, or uses other dangerous means to endanger public security, but
causes no serious consequences, shall be sentenced to fixed-term imprisonment of no less than three years but no more than ten years.”

II.

Paragraph 1 of Article 115 of the Criminal Law is amended as: “Whoever commits arson, breaches dikes, causes explosions, spreads
pathogens of infectious diseases, poisonous or radioactive substances or other substances, or uses other dangerous means to have
inflicted any serious injury or death on people or caused heavy losses of public or private property, shall be sentenced to fixed-term
imprisonment of no less than ten years, life imprisonment or death.”

III.

Paragraph 1 of Article 120 of the Criminal Law is amended as: “Whoever forms, leads or actively participates in a terrorist organization
shall be sentenced to fixed-term imprisonment of no less than ten years or life imprisonment; the active participants shall be sentenced
to fixed-term imprisonment of no less than three years but no more than ten years; other participants shall be sentenced to fixed-term
imprisonment of no more than three years, criminal detention, public surveillance, or be deprived of political rights.”

IV.

One article is added after Article 120 of the Criminal Law as Article 120 (I): “Any individual who provides funds to a terrorist
organization or commits terrorist activities shall be sentenced to fixed-term imprisonment of no more than five years, criminal detention,
public surveillance, or be deprived of political rights and shall also be fined; if the circumstances are serious, he shall be sentenced
to fixed-term imprisonment of no less than five years, and shall also be fined or be sentenced to confiscation of property. “Where
an entity commits the crime as mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge
and the other persons who are directly responsible for the crime shall be punished in accordance with the provisions in the preceding
paragraph.”

V.

Paragraph 2 of Article 125 of the Criminal Law is amended as: “Whoever illegally manufactures, trades, transports or stores pathogens
of infectious diseases, poisonous or radioactive substances or other substances, thereby endangering public security, shall be punished
in accordance with the provisions in the preceding paragraph.”

VI.

Article 127 of the Criminal Law is amended as: “Whoever steals or forcibly seizes any gun, ammunition or explosive, or steals or
forcibly seizes pathogens of infectious diseases, poisonous or radioactive substances or other substances, thereby endangering public
security, shall be sentenced to fixed-term imprisonment of no less than three years but no more than ten years; if the circumstances
are serious, he shall be sentenced to fixed-term imprisonment of no less than ten years, life imprisonment or death. “Whoever robs
any gun, ammunition or explosive, or robs pathogens of infectious diseases, poisonous or radioactive substances or other substances,
thereby endangering public security, or steals or forcibly seizes any gun, ammunition or explosive from State organs, members of
the armed forces, the police or the people’s militia, shall be sentenced to fixed-term imprisonment of no less than ten years, life
imprisonment or death.”

VII.

Article 191 of the Criminal Law is amended as: “Whoever, while clearly knowing that the funds are proceeds illegally obtained from
drug-related crimes or from crimes committed by mafias or smugglers or from terrorist crimes and gains derived therefrom, commits
any of the following acts in order to cover up or conceal the source or nature of the funds shall, in addition to being confiscated
of the said proceeds and gains, be sentenced to fixed-term imprisonment of no more than five years or criminal detention, and shall
also, or shall only, be fined no less than 5% but no more than 20% of the amount of money laundered; if the circumstances are serious,
he shall be sentenced to fixed-term imprisonment of no less than five years but no more than ten years, and shall also be fined no
less than 5% but no more than 20% of the amount of money laundered: (I) providing fund accounts; (II) helping exchange property into
cash or any financial negotiable instruments; (III) helping transfer capital through transferring accounts or any other form of settlement;
(IV) helping remit funds to the outside of the territory of China; (V) covering up or concealing by any other means the source or
nature of the illegally obtained proceeds and the gains derived therefrom. “Where an entity commits the crime as mentioned in the
preceding paragraph, it shall be fined, and any of the persons who are directly in charge and the other persons who are directly
responsible for the crime shall be sentenced to fixed-term imprisonment of no more than five years or criminal detention; if the
circumstances are serious, any of them shall be sentenced to fixed-term imprisonment of no less than five years but no more than
ten years.”

VIII.

One article is added after Article 291 of the Criminal Law as Article 291 (I): “Whoever spreads mendacious pathogens of infectious
diseases, explosives, poisonous or radioactive substances or other substances, or fabricates terrorist information on threats of
explosion, biochemical threats or radioactive threats, or, while clearly knowing that the terrorist information is fabricated, intentionally
disseminate such information, thus seriously disrupting public order, shall be sentenced to fixed-term imprisonment of no more than
five years, criminal detention or public surveillance; if he causes serious consequences, he shall be sentenced to fixed-term imprisonment
of no less than five years.”

IX.

This Amendment shall come into force on the date of its promulgation.



 
The Standing Committee of the National People’s Congress
2001-12-29

 







CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE ISSUES OF ADMINISTERING THE INCOME TAX OF REALTY DEVELOPMENT ENTERPRISES WITH FOREIGN INVESTMENT

The State Administration of Taxation

Circular of the State Administration of Taxation Concerning the Issues of Administering the Income Tax of Realty Development Enterprises
with Foreign Investment

GuoShuiFa [2001] No.142

December 20, 2001

The state taxation bureaus in all the provinces, autonomous regions, municipalities directly under the Central Government and municipalities
separately listed on the State plan, the local taxation bureaus of Guangdong and Hainan Provinces and Shenzhen city:

The following notice, concerning the issues of administering income tax of enterprises with foreign investment and foreign enterprises
for their engagement in realty development, is now issued to you in accordance with the relevant provisions of the Law on the Management
of Tax Revenue Collection of the People’s Republic of China and the Law of Enterprise Income Tax of Enterprises with Foreign Investment
and Foreign Enterprises of the People’s Republic of China (hereinafter called the Tax Law) to enhance the management of the enterprise
income tax of realty enterprises with foreign investment:

1.

The enterprise incomes subject to taxation shall be the enterprises’ current sales incomes from realty operation with the current
corresponding costs, expenditures and losses deducted. In accordance with the Tax Law, the current incomes subject to enterprise
income tax shall be calculated on the basis of the following formula:

Taxable amount = taxable incomes x applicable tax rate – withheld income tax for sold houses + current withheld income tax

2.

If enterprises sell realties in advance, they shall pay their enterprise income tax, in advance, for their advance incomes from their
pre-sold realties in accordance with the Circular of the State Administration of Taxation concerning the Relevant Issues of Collecting
Income Tax on the Realty Development of Enterprises with Foreign Investment (GuoShuiFa [1995] No.153).

3.

The realty sales of enterprises shall be the date of the issuance of engineering project certificates by Realty Administrations, or
the date of the first conveyance of the right of realty use, or the date of the first transfer of realty post_title. The enterprises shall
calculate their annual taxable incomes in accordance with their current realty sales incomes and corresponding expenditures spent
from the very start of realty sales.

4.

The calculation of realty sales incomes shall be in accordance with the accrual system. Specific calculation shall observe the following
principle according to the different marketing ways:

(1)

As for sales made in single payments, the dates of the conveyance of the right to use realties or the dates of the issuance of invoices
shall be deemed as the realization dates for sales incomes.

(2)

As for sales made in installments or advanced payments, the contractual payment dates shall be deemed as the realization dates for
sales incomes.

(3)

As for sales made in the payments with the right of land use or other properties, the dates of the conveyance of the right to use
realties shall be deemed as the realization dates for sales incomes.

(4)

As for sales made in the payments with bank mortgage loans, the dates of the transfer of the mortgage loans shall be deemed as the
realization dates for sales incomes.

5.

The calculation of corresponding expenditures for realty sales shall be in accordance with the principle of the matching of incomes
and expenditures. Current expenditures shall be calculated on the basis of current realty areas and the cost and expenditure of salable
engineering units that shall be confirmed according to the following formula:

Costs and Expenditures of Salable Engineering Units = Total Costs and Expenditures of Salable Units / Total Salable Areas

Total costs and expenditures include the prophase expenditures, such as those for land use, compensations for pulling down original
houses and relocating original households, connecting facilities, ground leveling, reconnaissance, design, constructional installation,
basic establishment, accessorial establishment including public equipments, planting trees, roads, and managerial, financial and
sales expenditures spent for the development of engineering projects by enterprises. Total salable areas refer to those confirmed
by the Certificates of the Salable Areas of Realties issued by the realty mapping departments designated by the State.

6.

If some of the expenditures for accessorial establishments including planting trees, and roads are spent after realty sales, they
can be calculated in advance at realty sales. At the completion of accessorial establishment construction, the total calculation
shall be made. The proportion for advanced amount of accessorial establishment expenditures spent after realty sales may be proposed
by enterprises, and carried out accordingly after the obtainment of approvals from responsible taxation administrations.

7.

The taxable enterprise incomes from realty rent shall be calculated on the basis of current actual rent with the depreciated fixed
assets value of the rented realties and other corresponding expenditures deducted, and then with other business profits added.

If realties are sold after being rented, their depreciated value that has been calculated during the renting periods shall not be
deducted as costs or expenditures at the sales of realties.

8.

If overseas enterprises enter into contracts with realty development enterprises for the exclusive sales of realties, the exclusive
sales shall be deemed as domestic property transfers between the overseas and domestic enterprises. The overseas enterprises’ incomes
from realty transfer shall be subject to enterprise income tax in accordance with Article 19 of the Tax Law and Article 61 of the
Detailed Rules for Implementation of the Tax Law. The above-mentioned business of exclusive sales means that overseas enterprises
have entered into exclusive sales contracts with realty development enterprises, conducted procedures for realty post_title transfer,
and used the receipt certificates of the realty development enterprises for realty sales. Other sales on a commission basis and other
consignment-in sales, which do not meet the above requirements shall be subject to tax in accordance with the Circular of the State
Administration of Taxation concerning the Several Issues in Taxation Disposal of Enterprises with Foreign Investment Engaging in
Realty Development (GuoShuiFa [1999] No.242).

9.

If investors agreed in contracts to distribute realties among themselves, they shall divide costs and expenditures according to the
agreed distribution ways after the summary calculation of expenditures spent during realty constructions (including the expenditures
of Chinese investors for their investment with the right of land use), and pay enterprise income tax separately when they sell realties
separately.

10.

The Methods shall enter into force as of the promulgation of this Notice. The enterprises that have sold realties but not made summary
calculation shall abide by this Notice.



 
The State Administration of Taxation
2001-12-20

 







TRADEMARK LAW OF THE PEOPLE’S REPUBLIC OF CHINA(THE 2ND AMENDED EDITION)






e01160

The Standing Committee of the National People’s Congress

Trademark Law of the People’s Republic of China(the 2nd amended edition)

Order No. 59 [2001] of president

October 27, 2001

(Adopted at the 24th meeting of the Standing Committee of the Fifth National People’s Congress on August 23, 1982, Amended according
to the Decision on Amending the Trademark Law of the People’s Republic of China at the 34th Session of the Standing Committee of
the 7th National People’s Congress on February 22, 1983 for the first time, Amended according to the Decision on Amending the Trademark
Law of the People’s Republic of China at the 24th Session of the Standing Committee of the 9th National People’s Congress on October
27, 2001 for the second time)

ContentsChapter I General Provisions

Chapter II Application for Trademark Registration

Chapter III Examination and Approval of Trademark Registration

Chapter IV Renewal, Assignment and Licensing of Registered Trademarks

Chapter V Determination of Disputes Concerning Registered Marks

Chapter VI Administration of the Use of Trademarks

Chapter VII Protection of the Right to Exclusive Use of a Registered Trademark

Chapter VIII Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is formulated for the purpose of improving the administration of trademarks, protecting the right to exclusive use of trademarks
and encouraging producers and operators to guarantee the quality of their goods and services and maintain the reputation of their
trademarks, so as to protect the interests of consumers and of producers and operators, and to promote the development of the socialist
market economy.

Article 2

The Trademark Office of the administrative department for industry and commerce under the State Council shall be in charge of the
trademark registration and administration throughout the country.

The administrative department for industry and commerce under the State Council shall establish a Trademark Review and Adjudication
Board to be responsible for handling trademark disputes.

Article 3

Registered trademarks are those that have been approved and registered by the Trademark Office, including commodity trademarks, service
trademarks, collective marks and certification marks; trademark registrants shall be enpost_titled to the right to exclusive use of their
trademarks and shall be protected by law.

Collective marks used in this Law shall refer to the marks that are registered in the name of groups, associations or other organizations
and that are provided to the members of the said organizations for business activity use, thus to indicate the membership of the
users in the said organizations.

Certification marks used in this Law shall refer to the marks that are controlled by the organizations with supervising power over
some kind of commodities or services yet are used by the units or individuals apart from the said organizations on their commodities
or services, thus to certificate the origins, raw materials, manufacturing methods, quality or other specific characteristics of
the said commodities or services.

The special matters concerning the registration and administration of collective marks and certification marks shall be provided for
by the department for industry and commerce under the State Council.

Article 4

Any natural person, legal person or other organization that needs to acquire the right to exclusive use of a trademark for the commodities
it produces, manufactures, processes, selects or markets shall file an application for commodity trademark registration with the
Trademark Office.

Any natural person, legal person or other organization that needs to acquire the right to exclusive use of a trademark for the service
items it provides shall file an application for service trademark registration with the Trademark Office.

The provisions of this Law relating to commodity trademarks shall be applicable to the service trademarks.

Article 5

Two or more natural persons, legal persons or other organizations may jointly apply to the Trademark Office for the registration of
the same trademark, and enjoy and exercise the right to exclusive use of that trademark jointly.

Article 6

With respect to the commodities that the state has designated as requiring the use of a registered trademark, an application for trademark
registration must be filed; the commodities may not be sold on the market before the registration is granted.

Article 7

The user of a trademark shall be responsible for the quality of the commodities on which the trademark is used. The administrative
departments for industry and commerce at all levels shall, by means of trademark administration, stop any practices that deceive
the consumers.

Article 8

An application for trademark registration may be filed for any visible mark including word, design, letter, number, 3D (three-dimension)
mark or color combination, or the combination of the elements above mentioned, that can distinguish the commodities of the natural
person, legal person or other organization from those of others.

Article 9

The trademark for which an application for registration is filed shall have distinctive characteristics easy to identify, and may
not conflict with the legal rights acquired by others in priority.

A trademark registrant has the right to mark the words “Registered trademark” or a sign indicating that the trademark is registered.

Article 10

The following marks may not be used as trademarks:

1)

those identical with or similar to the national name, national flag, national emblem, military flag or medals of the People’s Republic
of China, as well as those identical with the names of the specific sites or the names and designs of the symbol buildings of the
places where the central government agencies are located;

2)

those identical with or similar to the national name, national flag, national emblem or military flag of any foreign country, except
with the consent of the government of that country;

3)

those identical with or similar to the name, flag, or emblem of any intergovernmental international organization, except with the
consent of that organization and those unlikely to mislead the public;

4)

those identical with or similar to the official marks, inspection marks that indicate the controlling or providing guarantee, except
with authorization;

5)

those identical with or similar to the name or symbol of the Red Cross or the Red Crescent;

6)

those having the nature of discrimination against any nationality;

7)

those constituting exaggerated advertising and are deceitful; and

8)

those detrimental to socialist morality or customs, or having other harmful influences.

The place names of the administrative districts at the level of county or above or the foreign place names known by the public may
not be used as trademarks. However, the place names that have other meanings and those used as part of a collective mark or certification
mark are exceptional; the registered trademarks that use place names shall continue to be valid.

Article 11

The following marks may not be registered as trademarks:

1)

those only having the generic names, designs and models of the commodities concerned;

2)

those simply directly indicating the quality, main raw materials, functions, use, weight, quantity or other characteristics of the
commodities concerned; and

3)

those lacking distinctive characteristics.

If the marks listed in the preceding paragraph have, through usage, obtained distinctive characteristics and can be easily identified,
they may be registered as trademarks.

Article 12

In case of application for trademark registration on 3D marks, the registration shall not be granted if the figures are generated
simply by the nature of the commodities, the commodity figures are needed for technical effects or the figures make the commodities
become substantially valuable.

Article 13

If a trademark, for which an application for registration is filed, of the same or similar commodity is the copy, imitation or translation
of a well-known trademark of others which hasn’t been registered in China, and misleads the public and leads to possible damage to
the interests of the registrant of that well-known trademark, it shall not be registered and shall be prohibited from use.

If a trademark, for which an application for registration is filed, of a different or dissimilar commodity is the copy, imitation
or translation of a well-known trademark of others which has been registered in China, and misleads the public and leads to possible
damage to the interests of the registrant of that well-known trademark, it shall not be registered and shall be prohibited from use.

Article 14

The following factors shall be taken into consideration in the determination of well-known trademarks:

1)

how well is that trademark known by the relevant public;

2)

the period during which that trademark has been in use;

3)

the period, extent and geographic scope of any publicity of that trademark;

4)

the record of protection of that trademark as a well-known trademark; and

5)

other factors for which that trademark is well-known.

Article 15

If an agent or a representative registers the trademark of the principal or the represented in his/her own name without authorization,
the trademark shall not be registered and shall be prohibited from use upon the opposition raised by the principal or the represented.

Article 16

If a trademark contains the geographic mark of the commodities while the commodities don’t come from the region indicated by that
mark, and thus misleads the public, the trademark shall not be registered and shall be prohibited from use; however, those that have
been registered in good faith shall continue to be valid.

The geographic mark mentioned in the preceding paragraph refers to the mark that indicates the region the commodities come from. And
the specific quality, reputation or other characteristics of the said commodities are determined mainly by the natural factors or
human cultural factors of that region.

Article 17

Where a foreigner or a foreign enterprise applies for trademark registration in China, the matter shall be handled in accordance with
any agreement concluded between the country to which the applicant belongs and the People’s Republic of China, or any international
treaty to which both countries are parties, or on the basis of the principle of reciprocity.

Article 18

Where a foreigner or a foreign enterprise applies for trademark registration or deals with other trademark matters in China, it shall
entrust an organization certified by the Chinese Government as having the qualification for trademark agency to act on its behalf.

Chapter II Application for Trademark Registration

Article 19

An applicant for trademark registration shall report, in accordance with the prescribed classification of commodities, the class of
the commodities and the designation of the commodities on which the trademark is to be used.

Article 20

If an applicant intends to apply for the registration of the same trademark on the commodities in different classes, it shall submit
separate applications for registration in accordance with the classification of commodities.

Article 21

If a registered trademark needs to be used on other commodities of the same class, a new application for registration shall be filed.

Article 22

If the mark of a registered trademark needs to be changed, a new application for registration shall be filed.

Article 23

If a change needs to be made in the name, address or any other registered matter concerning the registrant of a registered trademark,
an application to make the change shall be filed.

Article 24

If an applicant applies for the trademark registration of the same trademark for the commodities of the same class within 6 months
from the day on which it filed the application for trademark registration of its trademark in a foreign country, it may enjoy the
right of priority in accordance with the agreement concluded between that foreign country and China or the international treaty to
which both countries are parties, or according to the principle of mutual acknowledgement of the right of priority.

The applicant that requests the right of priority in accordance with the preceding paragraph shall file a written declaration when
filing the application for trademark registration, and shall submit a copy of the documents of application for trademark registration
it firstly filed within 3 months; those failing to file the written declaration or failing to submit the copy of the documents of
application for trademark registration within the prescribed time limit shall be regarded as having not requested for the right of
priority.

Article 25

If a trademark is used for the first time on the commodities displayed at any international exhibition sponsored or acknowledged by
the Chinese Government, the applicant for registration of that trademark may enjoy the right of priority for 6 months from the day
on which the said commodities are displayed.

The applicant requesting for the right of priority in accordance with the preceding paragraph shall file a written declaration when
filing the application for trademark registration, and shall submit the name of the exhibition in which its commodities are displayed,
the evidence proving that the said trademark is used on the displayed commodities, the date of exhibition and other certification
documents; those failing to file the written declaration or those failing to submit the certification documents within the prescribed
time limit shall be regarded as having not requested for the right of priority.

Article 26

The matters reported and the materials provided for the application for trademark registration shall be authentic, accurate and complete.

Chapter III Examination and Approval of Trademark Registration

Article 27

When an application has been made to register a trademark that is in conformity with the relevant provisions of this Law, the Trademark
Office shall make a preliminary examination and approval of that trademark and shall publicly announce it.

Article 28

If an application has been made to register a trademark that is not in conformity with the relevant provisions of this Law or that
is identical with or similar to another person’s trademark which has already been registered or given preliminary examination and
approval for use on the same kind of commodities or similar commodities, the Trademark Office shall reject the current application
and shall not publicly announce that trademark.

Article 29

If two or more trademark registration applicants apply for registration of identical or similar trademarks for the same kind of commodities
or similar commodities, the trademark whose registration was first applied for shall be given preliminary examination and approval
and shall be publicly announced; if the applications are filed on the same day, the trademark which was first used shall be given
preliminary examination and approval and shall be publicly announced, and the applications of the others shall be rejected and shall
not be publicly announced.

Article 30

Any person may file an opposition to a trademark which has been given preliminary examination and approval within three months from
the day it was publicly announced. If no opposition is filed after the period of public announcement expires, registration shall
be granted, a trademark registration certificate shall be issued and the trademark shall be publicly announced.

Article 31

Anyone applying for trademark registration may not damage the existing rights of others obtained by priority, neither may it register,
in advance, the trademark that has been used by others and has become influential.

Article 32

When an application for trademark registration has been rejected and the trademark is not to be publicly announced, the Trademark
Office shall notify the trademark registration applicant in writing. If the trademark registration applicant refuses to accept the
rejection, it may apply to the Trademark Review and Adjudication Board for a re-examination within 15 days from the day on which
the notification is received, and the Trademark Review and Adjudication Board shall make a decision and notify the applicant in writing.

If the a party doesn’t agree with the decision of the Trademark Review and Adjudication Board, it may file an action to the people’s
court within 30 days from the day on which the notification is received.

Article 33

If an opposition is filed against a trademark which has been given preliminary examination and approval and has been publicly announced,
the Trademark Office shall hear the statements of the facts and reasons made by the opponent and the person against whom the opposition
is filed and shall, after investigation and verification, make a ruling. If a party disagrees with the decision, it may apply to
the Trademark Review and Adjudication Board for a re-examination within 15 days from the day on which the notification of decision
is received, and the Trademark Review and Adjudication Board shall make a ruling and notify, in writing, the opponent and the person
against whom the opposition is filed.

If a party doesn’t agree with the ruling of the Trademark Review and Adjudication Board, it may bring a suit before a people’s court
within 30 days from the day on which the notification is received. The people’s court shall notify the opposite party to the trademark
re-examination proceedings to join in the case as the third party.

Article 34

If neither party has filed an application for re-examination of the ruling made by the Trademark Office or if neither party has brought
a suit before the people’s court against the ruling made by the Trademark Review and Adjudication Board within the prescribed period,
the ruling shall take effect.

If it is ruled that the opposition can’t stand, the registration shall be granted, a certificate of trademark registration shall be
issued and the trademark shall be announced publicly; if it is ruled that the opposition is upheld, no registration shall be granted.

If the registration is granted because it is ruled that the opposition can’t stand, the time that the trademark registration applicant
obtains the right to exclusive use of the trademark shall be counted from the day on which the three-month period of preliminary
examination and approval announcement expires.

Article 35

The application for trademark registration and the application for trademark re-examination shall be examined promptly.

Article 36

If the trademark registration applicant or the registrant has found that there are obvious mistakes in the trademark application documents
or registration documents, it may apply for corrections. The Trademark Office shall, according to law, make corrections within the
limits of its powers and shall notify the parties.

The corrections of mistakes referred to in the preceding paragraph shall not involve the substantial contents of the trademark application
documents or registration documents.

Chapter IV Renewal, Assignment and Licensing of Registered Trademarks

Article 37

The period of validity of a registered trademark shall be ten years, counted from the day the registration is approved.

Article 38

If a registrant needs to continue to use the registered trademark after the period of validity expires, an application for renewal
of registration shall be made within six months before the expiration. If the registrant fails to make such an application within
that period, an extension period of six months may be granted. If no application has been filed before the extension period expires,
the registered trademark shall be cancelled.

The period of validity for each renewal of registration shall be ten years.

After a renewal of registration has been approved, it shall be publicly announced.

Article 39

When a registered trademark is to be assigned, the assignor and the assignee shall sign the agreement of assignment, and shall jointly
file an application with the Trademark Office. The assignee shall guarantee the quality of the commodities on which the registered
trademark is to be used.

After the assignment of a registered trademark has been approved, it shall be publicly announced. The assignee shall be enpost_titled to
the right of exclusive use of the trademark from the day of public announcement.

Article 40

A trademark registrant may, by concluding a trademark licensing contract, authorize another person to use its registered trademark.
The licensor shall supervise the quality of the commodities on which the licensee uses the licensor’s registered trademark, and the
licensee shall guarantee the quality of the commodities on which the registered trademark is to be used.

The one licensed to use the registered trademark of another person must indicate the name of the licensee and the origin of the commodities
on the commodities on which that registered trademark is used.

The trademark licensing contract shall be submitted to the Trademark Office for the archivist purpose.

Chapter V Determination of Disputes Concerning Registered Marks

Article 41

If a trademark that has been registered violates the provisions of Article 10 , Article 11 , and Article 12 of this Law, or the registration
of the trademark is obtained by deceitful means or other illicit means, the Trademark Office shall cancel that registered trademark;
and other units or individuals may request the Trademark Review and Adjudication Board to cancel that registered trademark.

If a trademark that has been registered violates the provisions of Article 13 , Article 15 , Article 16 and Article 31 of this Law,
the owner or the interested persons of the trademark may, within 5 years from the day on which the trademark is registered, request
the Trademark Review and Adjudication Board to revoke that registered trademark. And the owner of a well-known trademark shall not
be subject to the limit of 5 years to request the revocation of bad-faith registration.

Apart from the circumstances prescribed in the two preceding paragraphs, if there is any dispute over a registered trademark, an application
may be filed with the Trademark Review and Adjudication Board for a ruling within 5 years from the day on which that trademark was
registered upon approval.

The Trademark Review and Adjudication Board shall notify the parties concerned after receiving the application for ruling and request
them to reply within a specified period.

Article 42

If an opposition was filed and a ruling already made prior to the approval of the registration of a trademark, the same facts and
reasons may not be used in an another application for a ruling.

Article 43

After the Trademark Review and Adjudication Board has made the ruling of maintaining or revoking a registered trademark in dispute,
it shall notify the parties concerned in writing.

If a party refuses to accept the ruling of the Trademark Review and Adjudication Board, it may bring a suit before a people’s court
within 30 days from the day the notification is received. The people’s court shall notify the opposite party of the trademark ruling
proceedings to join in the case as the third party.

Chapter VI Administration of the Use of Trademarks

Article 44

In the event of any of the following acts concerning the use of a registered trademark, the Trademark Office shall order rectification
of the situation within a specified period or shall revoke the registered trademark:

1)

if the registered trademark is altered without authorization;

2)

if the registrant’s name, address or any other registered matters concerning the registered trademark is changed without authorization;

3)

if the registered trademark is assigned without authorization; and

4)

if the registered trademark has not been used for three consecutive years.

Article 45

If a registered trademark is used on crudely manufactured commodities that are passed off as being of high quality, and thus deceives
the consumers, the administrative departments for industry and commerce at various levels shall, according to the circumstances,
order rectification of the situation within a specified period and may, in addition, circulate a notice on the matter or impose a
fine, or the Trademark Office may revoke the registered trademark.

Article 46

If a registered trademark is revoked or is not renewed after its period of validity expires, the Trademark Office shall not approve
any application for the registration of a trademark identical with or similar to the said trademark within one year from the day
of the revocation or cancellation.

Article 47

In the event of a violation of the provisions of Article 5 of this Law, the local administrative department for industry and commerce
shall order the violator to file an application for registration within a specified period and may, in addition, impose a fine.

Article 48

In the event of any of the following acts concerning the use of an unregistered trademark, the local administrative department for
industry and commerce shall stop the use of the trademark, order rectification of the situation within a specified period and may,
in addition, circulate a notice on the matter or impose a fine:

1)

if the trademark is falsely represented as being a registered one;

2)

if the trademark violates the provisions of Article 8 of this Law; or

3)

if the trademark is used on crudely manufactured commodities that are passed off as being of high quality, thus deceiving consumers.

Article 49

If a party disagrees with the decision of the Trademark Office to revoke a registered trademark, it may apply for a re-examination
within 15 days from the day of receiving the notification of the revocation, and the Trademark Review and Adjudication Board shall
make a decision and notify the applicant in writing.

If the party disagrees with the decision of the Trademark Review and Adjudication Board, it may bring a suit before a people’s court
within 30 days since the day of receiving the notification.

Article 50

If a party disagrees with the decision of the administrative department for industry and commerce to impose a fine on him according
to the provisions of Articles 45, 47 and 48 of this Law, it may bring a suit before a people’s court within 15 days since the day
of receiving the notification of the decision. If, at the expiration of such a period, the party has neither brought a suit nor complied
with the decision, the relevant administrative department for industry and commerce shall apply to the people’s court for compulsory
enforcement of its decision.

Chapter VII Protection of the Right to Exclusive Use of a Registered Trademark

Article 51

The right to exclusive use of a registered trademark shall be limited to trademarks which have been approved for registration and
to commodities on which the use of a trademark has been approved.

Article 52

Any of the following acts shall be an infringement upon the right to exclusive use of a registered trademark:

1)

using a trademark which is identical with or similar to the registered trademark on the same kind of commodities or similar commodities
without a license from the registrant of that trademark;

2)

selling the commodities that infringe upon the right to exclusive use of a registered trademark;

3)

forging, manufacturing without authorization the marks of a registered trademark of others, or selling the marks of a registered trademark
forged or manufactured without authorization;

4)

changing a registered trademark and putting the commodities with the changed trademark into the market without the consent of the
registrant of that trademark; and

5)

causing other damage to the right to exclusive use of a registered trademark of another person.

Article 53

In the event of any of the acts, listed in Article 52 of this Law, infringing upon the right to exclusive use of a registered trademark,
and a dispute arises accordingly, the parties shall negotiate to settle it; if any party refuses to negotiate or the negotiation
has failed, the registrant of that trademark or the interested persons may bring a suit before a people’s court, either may they
request the administrative department for industry and commerce to handle the matter. If the administrative department for industry
and commerce concluded that an infringement is constituted, it may order immediate stop of the infringement, and may confiscate or
destroy the infringing commodities and the tools especially used for the manufacturing of infringing commodities and the forging
of marks of the registered trademark, and may impose a fine in addition. If a party disagrees with this handling decision, it may
bring a suit before a people’s court within 15 days from the day of receiving the notification of handlings according to the Administrative
Procedure Law of the People’s Republic of China; if, at the expiration of such a period, the infringer has neither brought a lawsuit
nor performed the decision after the period expires, the administrative department may apply to the people’s court for compulsory
enforcement of its order.

The administrative department for industry and commerce handling the case may, upon the request of a party, conduct mediation over
the amount of compensation for the infringement of the right to exclusive use of the trademark; if the mediation has failed, the
party may bring a suit before a people’s court according to the Civil Procedure Law of the People’s Republic of China.

Article 54

The administrative department for industry and commerce shall have the right to investigate into and punish the acts infringing upon
the right to exclusive use of a registered trademark; if a crime is suspected to be constituted, the case shall be promptly transferred
to the judicial departments for handling according to law.

Article 55

The administrative departments for industry and commerce at the level of county or above may exercise the following powers when investigating
into and punishing the acts that are suspected to infringe upon the right to exclusive use of a registered trademark of others based
on the evidence for suspicion of illegal acts or the report made by other people:

1)

inquiring the parties concerned, investigating the information relating to the infringement of the right to exclusive use of a registered
trademark of others;

2)

consulting and copying the contracts, vouchers, account books and other relevant materials relating to the infringing activities of
the party;

3)

conducting on-spot examination of the places where the party is suspected to have committed the acts infringing upon the right to
exclusive use of a registered trademark of others; and

4)

examining the articles relating to the infringing activities; and may seal up or seize the articles proved by eviden

ANNOUNCEMENT OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON RELEVANT ISSUES CONCERNING LIFTING THE PASSIVE QUOTA RESTRICTIONS AND THE CHANGES OF THE RELEVANT ADMINISTRATION MEASURES ON THE EXPORT OF SOME TEXTILES AND CLOTHING

The Ministry of Foreign Trade and Economic Cooperation

Announcement of the Ministry of Foreign Trade and Economic Cooperation on Relevant Issues Concerning Lifting the Passive Quota Restrictions
and the Changes of the Relevant Administration Measures on the Export of Some Textiles and Clothing

[2001] No.20

December 4, 2001

According to the provisions of the Agreement on Textiles and Clothing of the World Trade Organization (WTO) and the relevant provisions
of the Protocol on the Accession of the People’s Republic of China, China shall enjoy the integrated treatment in the area of textile
trade, which includes the lift of quota restrictions on the export of some textiles/clothing from China by the countries and regions
that have established the quota regime such as the United States, European Union (EU), Canada, and Turkey, etc. The varieties on
which the quota restriction is lifted and the changes of the relevant administration measures are hereby announced as follows:

1.

From December 11, 2001, EU and the United States will lift their quota restrictions on China’s exports of the products listed in its
first stage and second stage integrated inventories submitted to the WTO textiles/clothing supervision body, and EU will lift its
quota restrictions on some other varieties at the same time; from January 1, 2002, Turkey will lift the quota restrictions on China’s
exports of products listed in the first stage and second stage integrated inventories submitted to WTO textiles/clothing supervision
body, the United States, EU, Canada and Turkey will lift the quota restrictions on China’s exports of products listed in the third
stage integrated inventories submitted to the WTO textiles/clothing supervision body. Of these, the United States and Canada will
only lift the quota restrictions on some HS-categorized products of some quota varieties, and shall retain the quota restrictions
on the other HS-categorized of those varieties. (See attachment 1 for the specific varieties on which the quota restriction is cancelled)

2.

On the day lifting quota restrictions, no matter whether the goods are under the quota restrictions when shipped out of China, the
customs of the import countries will no longer check the textile export licenses or the textile import licenses issued by the import
countries for the China’s textiles/clothing exports on which the quota restrictions have been lifted.

3.

From January 1, 2002, the United States will cancel the license administration of some non-quota-administered textiles/clothing exports
from China (see attachment 2 for the products of which the license administration is cancelled). The license issuing organs will
stop issuance of licensing on the exports of these products from the day of cancellation.

4.

EU and Turkey formerly imposed no quota restrictions on some exports from China as listed in the first second and third stage integrated
product inventories submitted to the WTO textiles/clothing supervision body, but now China need to provide certificates of origin
when exporting those products to EU and Turkey (see attachment 3 for the specific product varieties). From December 11, 2001, the
certificates of textile origin are no longer needed for the exports to EU of the products as listed in the first and second stage
submitted varieties in attachment 3; From January 1, 2002, the certificates of textile origin are no longer needed for the exports
to Turkey of the products as listed in the first and second stage submitted varieties, and for the exports to EU and Turkey of the
products as listed in the third stage submitted varieties. The export license issuing organs shall stop issuing the certificates
of textile origin of the corresponding varieties exported to EU and Turkey according to the aforesaid schedule.

5.

When the textiles/clothing export enterprises export the products of the varieties on which the quota restrictions are lifted, they
shall apply to the relevant departments in charge for the general certificates of origin or the GSP certificates of origin if the
importers still need the certificates of origin.

6.

The enterprises that won the bids for the 21 varieties exported to EU and the 840 varieties exported to the United States in the bidding
for textile quota of 2002 no longer need to pay the bid-winning security deposit for the corresponding varieties.

7.

During the interim period before January 1, 2002, the license issuing organs that issue the textile export licenses and the certificates
of textile origin (hereinafter referred to as the “export certificates”) shall issue the export certificates for the varieties on
which the quota restrictions are lifted according to the following provisions:

1)

With respect to the varieties with the lift of quota restrictions on all the HS-categorized products of a variety, the license issuing
organs shall: 1. with respect to the varieties with the lift of quota restrictions from December 11, 2001, issue the export certificates
to all the enterprises exporting the corresponding products (no matter whether they have the quota for the corresponding varieties
of 2001) to use in the customs declaration in China from the day of lift of quota restrictions to January 1, 2002, and the export
certificates shall be kept on file at the license issuing organs and no electronic data transmitted to the China International Electronic
Commerce Center; and no longer issue export certificates for the products of these varieties from January 1, 2002. 2. with respect
to the varieties on which the quota restrictions are lifted from January 1, 2002, no long issue export certificates for the products
of these categories from January 1, 2002.

2)

With respect to the varieties that the United States and Canada only lift the quota restrictions on some HS-categorized products of
a variety, the license issuing organs shall, from the day of the lift of quota restrictions, no longer issue export certificates
for the HS-categorized products on which the quota restrictions are cancelled, and continue to issue export certificates for the
HS-categorized products on which the quota restrictions are not lifted.

3)

From the day of the promulgation of this Announcement, if an export enterprise states in written form that the products exported by
it to EU and Canada will clear customs formalities after the day of the lift of quota restrictions on the corresponding variety and
that it will be responsible for the authenticity of this statement, no matter whether that enterprise has the quota for the corresponding
variety of 2001, the certificate issuing organ may issue the export certificates to it to use in the customs declaration in China,
and the originals of the export certificates shall be kept on file at the certificate issuing organs and no electronic data be transmitted
to the China International Electronic commerce Center. With respect to the products exported to the United States and Turkey, the
License issuing organs may not issue the export certificates separately to the enterprise exporting those products before the day
on which the quota restrictions on the corresponding products of that variety or the corresponding HS-categorized products of a variety
are cancelled.

The varieties on which the quota restrictions are lifted and the respectively corresponding HS category code of the countries and
regions with quota regime are listed in the documents on the government website of the MOFTEC (www. moftec. gov. cn) and the website
of the China International Electronic Commerce Center (www. info. ec. com. cn). After the corresponding customs HS category codes
of China of these products are sorted out, the MOFTEC shall immediately promulgate them separately.

Attachment I:Inventory of Varieties with Quota Restrictions Lifted and the Time of Lift of the Countries and Regions with Passive
Quota Restrictions on Textile(omitted)

 
The Ministry of Foreign Trade and Economic Cooperation
2001-12-04

 




REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING THE EXPLOITATION OF OFFSHORE PETROLEUM RESOURCES IN COOPERATION WITH FOREIGN ENTERPRISES

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

No.318

The Decision of the State Council on Revising the Regulations of the People’s Republic of China Concerning the Exploitation of Offshore
Petroleum Resources in Cooperation with Foreign Enterprises is hereby promulgated and shall go into effect as of its promulgation
date.
Premier of the State Council: Zhu Rongji

September23, 2001

Regulations of the People’s Republic of China Concerning the Exploitation of Offshore Petroleum Resources in Cooperation with Foreign
Enterprises

(Promulgated by the State Council on January 30, 1982, and revised in accordance with the Decision of the State Council on Revising
the Regulations of the People’s Republic of China Concerning the Exploitation of Offshore Petroleum Resources in Cooperation with
Foreign Enterprises on September 23, 2001)

Chapter I General Rules

Article 1

For the purpose of promoting the development of the national economy and enlarging international economic and technological cooperation,
the present Regulations are formulated to permit foreign enterprises to participate in the cooperative exploitation of offshore petroleum
resources of the People’s Republic of China on the premise of safeguarding national sovereignty and economic interests.

Article 2

All petroleum resources in the internal waters, territorial sea and continental shelf of the People’s Republic of China and other
petroleum resources in all sea areas falling within the national jurisdiction over the maritime resources of the People’s Republic
of China belong to the People’s Republic of China.

In the sea areas mentioned in the preceding paragraph, all established buildings and structures and operating vessels for exploiting
petroleum, as well as the corresponding onshore oil (gas) terminals and bases, shall be governed by the People’s Republic of China.

Article 3

The Chinese Government shall protect, according to law, the investments of foreign enterprises taking part in the cooperative exploitation
of offshore petroleum resources, their profits and their other lawful rights and interests, and shall protect, the cooperative exploitation
activities of foreign enterprises in accordance with law.

All activities for cooperatively exploiting offshore petroleum resources within the scope of the present Regulations shall be conducted
in accordance with the laws and decrees of the People’s Republic of China and related provisions of the State; any individual and
enterprise participating in petroleum operations shall be subject to the laws of China and shall accept inspection and supervision
by the competent authorities concerned under the Chinese Government.

Article 4

The State shall not requisition the investments and income of the foreign enterprises taking part in the cooperative exploitation
of offshore petroleum resources. Under special circumstances, the State may, in light of the needs of public interests, requisition
a part or all of the petroleum belonging to the foreign enterprises in the cooperative exploitation in accordance with legal procedures
and shall compensate appropriately.

Article 5

The department appointed by the State Council shall determine the cooperation forms and demarcate the cooperation areas according
to the zones and the surface areas of cooperation as designated by the State; it shall prepare a plan for exploiting offshore petroleum
resources in cooperation with the foreign enterprises according to long-term state economic plans, formulate policies for operating
and managing the cooperative exploitation of offshore petroleum resources as well as examine and approve the overall development
scheme for offshore oil (gas) fields.

Article 6

The China National Offshore Oil Corporation (the CNOOC) shall take overall charge of the work of the exploitation of offshore petroleum
resources in the People’s Republic of China in cooperation with foreign enterprises.

The CNOOC shall be a state corporation with the a legal person status and shall have the exclusive right to explore for, exploit,
produce and market the petroleum within the zones of foreign cooperation.

The CNOOC may, in light of requires of the work, set up regional corporations, special corporations and overseas representative offices
to execute the tasks that are delegated by the head office.

Article 7

The CNOOC shall, through calling for bids and signing petroleum contracts, cooperate with foreign enterprises to exploit petroleum
resources with respect to the zones, surface areas and areas of cooperation with foreign enterprises for the exploiting petroleum
resources.

The petroleum contracts as mentioned in the preceding paragraph shall go into effect upon approval by the Ministry of Foreign Trade
and Economic Cooperation under the People’s Republic of China.

Each document signed by the CNOOC for cooperative exploitation of petroleum resources in other forms by using technology and funds
provided by foreign enterprises shall also be approved by the Ministry of Foreign Trade and Economic Cooperation under the People’s
Republic of China.

Chapter II Rights and Obligations of each Party to Petroleum Contracts

Article 8

The CNOOC shall cooperate with foreign enterprises to exploit offshore petroleum resources by means of concluding petroleum contracts,
and, unless otherwise prescribed by laws and regulations or stipulated in a petroleum contract, the foreign enterprise as one party
to the petroleum contract (hereafter “foreign contractor”) shall provide the investment to carry out exploration, exploration operations
and assume all risks of exploration; after a commercial oil (gas) field is discovered, both the foreign contractor and the CNOOC
shall provide the investment for its cooperative development, and the foreign contractor shall take charge of the exploitation operations
and production operations until the CNOOC takes over the production operations when conditions is mature as stipulated in the petroleum
contract. The foreign contractor, according to the provisions of the petroleum contract, may recover its investment and expenses
and receive remuneration out of the petroleum produced.

Article 9

The foreign contractor may export the petroleum belonging to it and the petroleum it purchases, and may also remit abroad the investment
it recovers, its profits and its other lawful income according to the law.

Article 10

All Chinese enterprises and foreign enterprises taking part in the cooperative exploitation of offshore petroleum resources shall
pay taxes according to the law and shall pay mining royalties.

All employees of the enterprises as mentioned in the preceding paragraph shall pay individual income tax according to the law.

Article 11

The equipment and material that are imported for fulfilling the petroleum contract shall be subject to tax at a reduced rate, or
exempted from tax, or given other preferential tax treatment according to provisions of the State.

Article 12

When opening the bank account and transacting other foreign exchange matters, the foreign contractor shall conform to the Regulations
on Foreign Exchange Control of the People’s Republic of China and other provisions of the State in relation to foreign exchange control.

Article 13

The petroleum contract may stipulate the personnel needed for the petroleum operations, and Chinese citizens may be given preference
in the employment of operators.

Article 14

The foreign contractor must, when conducting development and production operations for fulfilling the petroleum contract, report
the situation of petroleum operations to the CNOOC in a timely and accurate way; and it must acquire complete and accurate date,
records, samples, vouchers and other original data in terms of various aspects of the petroleum operations, and report the CNOOC
necessary data and samples as well as various technological, economic, financial and accounting, and administrative reports on a
regular basis.

Article 15

The foreign contractor shall, when conducting development and production operations for fulfilling the petroleum contract, set up
a branch or subsidiary or representative office within the territory of the People’s Republic of China and go through registration
formalities according to the law.

The domiciles of the offices as mentioned in the preceding paragraph shall be decided by consulting with the CNOOC.

Article 16

The provisions of Articles 3, 9, 10, 11 and 15 of the present Regulations shall be applicable to foreign subcontractors that provide
services to the petroleum operations by analogy.

Chapter III Petroleum Operations

Article 17

The operator must, according to the present Regulations and the related provisions on exploiting petroleum resources of the State
and by considering international practice, formulate an overall development program for the oil (gas) field and implement production
operations so as to achieve the highest possible oil recovery factor.

Article 18

The foreign contractor shall, when conducting development and production operations for fulfilling the petroleum contract, utilize
the existing bases within the territory of the People’s Republic of China, and new bases must be set up within the territory of the
People’s Republic of China if necessary.

The specific locations of the new bases as mentioned in the preceding paragraph, and other arrangements necessary under special circumstances,
must all be approved by the CNOOC in written form.

Article 19

The CNOOC shall be enpost_title to appoint personnel to join the foreign operator in making general designs and engineering designs for
fulfilling the petroleum contract.

Article 20

The ownership of all assets purchased or built by the foreign contractor to fulfill the petroleum contract according to the plan
and budget, except for equipment leased from a third party, shall be granted to the CNOOC after the foreign contractor’s investment
has been recovered as stipulated, and, within the contract term, the foreign contractor may go on using those assets according to
the stipulations of the contract.

Article 21

The ownership of all of the data, records, samples, vouchers and other original data in terms of the petroleum operations for fulfilling
the petroleum contract shall belong to the CNOOC.

The utilization and transfer, donation, exchange, sale and publication of the data, records, samples, vouchers and other original
data as mentioned in the preceding Paragraph and their export and transmission from the People’s Republic of China all must be carried
out according to the related provisions of the State.

Article 22

In the course of conducting petroleum operations, the operator and subcontractors shall abide by the related laws and provisions
on the protection pf environment and safety of the People’s Republic of China, and shall, by considering international practice when
conducting operations, protect fishery resources and other natural resources and preserve air, sea, rivers, lakes, land and other
aspects of environment from being polluted or damaged.

Article 23

The petroleum as produced within the petroleum contract zone shall be landed in the People’s Republic of China or may be exported
through oil (gas) metering points on offshore terminals. If such petroleum needs to be landed outside the territory of People’s Republic
of China, it must be approved by the department designated by the State Council.

Chapter IV Supplementary Rules

Article 24

In case any dispute occurs between foreign and Chinese enterprises during the cooperative exploitation of offshore petroleum resources,
it shall be settled through friendly negotiation. If such negotiation fails, it shall be settled through mediation and arbitration
by an arbitration body of the People’s Republic of China, or in other arbitrations as agreed upon by the parties to the contract.

Article 25

If an operator or subcontractor violates the provisions of the present Regulations in conducting petroleum operations, the department
designated by the State Council shall, in light of its powers, order it to make corrections in a certain time limit and issue a warning.
If it fails to do so, it may be ordered to suspend the petroleum operations. All economic losses resulted from this shall be assumed
by the liable party.

Article 26

For the purposes of the present Regulations,

(1)

“Petroleum” refers to crude oil or natural gas deposited underground, currently being extracted or already extracted.

(2)

“Exploitation” refers to activities of exploring for and developing, producing and marketing petroleum, as well as other relevant
acts in general

(3)

“Petroleum contract” refers to a contract concluded, according to the law, between the CNOOC and foreign enterprises for the cooperative
exploitation of offshore petroleum resources of the People’s Republic of China, including the contracts for exploring for, developing
and producing of petroleum.

(4)

“Contract area” refers to a surface area designated within a sea area demarcated by geographical coordinates in the petroleum contract
for the cooperative exploitation of petroleum resources.

(5)

“Petroleum operations” refers to all activities of exploration, development and production operations and other related acts carried
out for fulfilling the petroleum contract.

(6)

“Exploration operations” refer to all work done to locate the petroleum-bearing traps by means of geological, geophysical and geochemical
methods and even drilling exploratory wells, etc., and all work done to determine the commercial value of discovered petroleum traps,
which include appraisal drilling, feasibility studies and preparation of the overall development program for an oil (gas) field.

(7)

“Development operations” refers to work of designation, construction, installation and drilling, as well as corresponding research
work, which are carried out for bringing about petroleum production as of the date of the approval of the overall development scheme
for an oil (gas) field by the department appointed by the State Council, and production activities conducted before the commencement
of commercial production.

(8)

“Production operations” refers to all operations for producing petroleum carried out as of the date of commencement of the commercial
production of an oil (gas) field and relevant activities, such as extraction, injection, production stimulation, processing, storage
and transportation and lifting of petroleum and other operations.

(9)

“Foreign contractor” refers o a foreign enterprise that signs a petroleum contract with the CNOOC. The foreign enterprise may be a
corporation or a group of corporations.

(10)

“Operator” refers to an entity in charge of conducting the operations in accordance with the stipulations the petroleum contract.

(11)

“Subcontractor” refers to an entity providing services to the operator.

Article 27

The present Regulations shall go into effect as of the date of promulgation.



 
The State Council
2001-09-23

 







SUPPLEMENTARY PROVISIONS (2) OF THE INTERIM REGULATIONS ON ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

e0261120030710

The Ministry of Foreign Trade and Economic Cooperation

Order of the Ministry of Foreign Trade and Economic Cooperation

No. 1

The Supplementary Provisions (2) of the Interim Regulations on Establishment of Investment Companies with Foreign Investment are promulgated.
The provisions shall enter into force as of the date of promulgation.

Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangsheng

May 31, 2001

Supplementary Provisions (2) of the Interim Regulations on Establishment of Investment Companies with Foreign Investment

To encourage transnational corporations to invest in China, introduce advanced technology and managerial experience from other countries
and improve the functions of investment companies, the following are the supplementary provisions concerning the Interim Regulations
on Establishment of Investment Companies with Foreign Investment promulgated by the Ministry of Foreign Trade and Economic Cooperation:

1.

Investment companies are allowed to provide relevant technical training to domestic distributors and agents responsible for sale of
products of companies invested by them and domestic companies and enterprises which sign agreements on technology transfer with them
and their parent companies.

2.

Investment companies are allowed to establish limited-liability companies with foreign investment as promoters or hold unlisted corporate
shares of limited-liability companies with foreign investment. Investment companies shall be regarded as overseas promoters of limited-liability
companies.

3.

After investment companies are allowed to purchase products manufactured by enterprises invested by them for system integration, they
can sell them at home and abroad. If products manufactured by enterprises invested by them cannot meet the needs of system integration,
they are allowed to purchase accessory products for system integration at home and abroad. But the value of purchased accessory products
for system integration shall not exceed 50% of the value of all products needed for system integration.

4.

Before enterprises invested by investment companies go into operation or new products of enterprises invested by them are put into
production, to facilitate market development for their products, investment companies are allowed through the approval of the original
examining and approving organs to import from their parent companies a small quantity of products for domestic trial sale which are
not placed under import quota management and which are the same as or similar to products manufactured by enterprises invested by
them.

5.

In importing the above-mentioned accessory products for system integration or products for trial sale, investment companies shall
use the cash investment from their registered capital, foreign exchange profits or overseas foreign exchange borrowings. The annual
cumulative sum of money for the above-mentioned imports cannot exceed 20% of the cash investment in the registered capital of the
companies. If the sum of money for imports for the current year does not exceed 20% of the cash investment in the registered capital
of the companies, the remainder cannot be transferred to the sum of the next year for use.

6.

If investment companies are engaged in business activities listed in 1, 3 and 4 of the provisions, their modified contracts, articles
of association and other application documents shall be presented to the Ministry of Foreign Trade and Economic Cooperation for approval
according to prescribed formalities and shall meet the following requirements:

(1)

The registered capital of investment companies has been paid on schedule according to the provisions of their contracts and articles
of association, and the registered capital which has been actually paid cannot be lower than US$30 million.

(2)

They shall conduct lawful business operation and have no criminal record.

7.

Investment companies shall present their documents on annual investment and business operation to the Ministry of Foreign Trade and
Economic Cooperation for record according to prescribed content and form within three months prior to the next year. The above documents
shall be part of the indispensable documents for enabling investment companies to participate in joint annual examination applications.

8.

If the provisions run counter to the provisions of the Explanation of the Problems Concerning the Interim Regulations on Establishment
of Investment Companies with Foreign Investment promulgated by the Ministry of Foreign Trade and Economic Cooperation on February
16, 1996, the provisions shall prevail.

9.

The provisions shall enter into force as of the date of promulgation.



 
The Ministry of Foreign Trade and Economic Cooperation
2001-05-31

 







CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING FORMALLY TRYING THE SYSTEM OF COLLECTING FOREIGN EXCHANGE FROM EXPORT – PORT ELECTRONIC SYSTEM FOR EXECUTING LAWS

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange Concerning Formally Trying the System of Collecting Foreign Exchange from
Export — “Port Electronic System for Executing Laws”

HuiFa [2001] No.140

July 31,2001

Branches and foreign exchange administrative departments of the State Administration of Foreign Exchange (“SAFE”) in all provinces,
autonomous regions, and municipalities directly under the Central Government, branches of Shenzhen, Dalian, Qingdao, Xiamen and Ningbo:

Since June 1, 2001 when the “Port Electronic System for Executing Laws” (“PESEL” for short), an foreign exchange collecting system,
was tried out nationwide, the SAFE and the branches thereof (hereinafter referred to as “foreign exchange administrations” for short),
and the export enterprises of various places gradually made use of the system for online application for instruments of verification
and writing-off, registering electronic ledgers, putting on archives, report losses, writing off, downloading data, and other operations.
The trial of the system has proved that the system has basically met the requirements for the formal operations. It is, therefore,
decided that, as of August 1, 2001, the PESEL is formally operated nationwide.

With a view to the smooth operation of the system, it is notified concerning the following:

1.

As of August 1, 2001, all foreign exchange administrations shall provide the new version of instruments of verification and writing-off
with bar codes for collecting foreign exchange from export, and carry out online registration of electronic ledgers of the instruments
of verification and writing-off through the system. The export enterprises shall, before September 1, 2001, send the old version
instruments to the foreign exchange administrations for crossing off.

2.

All foreign exchange administrations shall follow the provisions of the Circular of the SAFE and the General Administration of Customs
Concerning Trying out the PESEL Nationwide (HuiFa [2001] No. 102) and the Rules for the Operation of the System for Collecting Foreign
Exchange from Export (for trial)(see attachment) in the issuing and cancellation of instruments.

3.

In case of any question and problem in the process of operating the system, please report to the Current Account Department of the
SAFE (hotline No.: 010-6851 8956) and the Clearance Department of the General Administration of Customs in due time.

4.

This Circular shall enter into force as of August 1, 2001.

Attachment: The Rules for the Operation of the System for Collecting Foreign Exchange from Export (for trial), July 31,2001(omitted)



 
The State Administration of Foreign Exchange
2001-07-31

 







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...