CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL CONCERNING THE COMPLETION OF FORMALITIES CONCERNING RATIFICATION AND APPROVAL OF INTERNATIONAL TREATIES AND AGREEMENTS

Category	FOREIGN AFFAIRS	Organ of Promulgation	The General Office of the State Council	Status of Effect	In Force
Date of Promulgation	1992-08-12	Effective Date	1992-08-12

Circular of the General Office of the State Council Concerning the Completion of Formalities Concerning Ratification and Approval of International Treaties and Agreements

(August 12, 1992)

The conclusion or accession of international treaties and agreements
constitutes serious work and must strictly conform with the Law of the
People’s Republic of China regarding the Procedure of the Conclusion of
Treaties. To facilitate and ensure the timely completion of formalities
associated with ratification, approval, accession and acceptance of
international treaties and agreements and in conformance with the State
Council’s directives, the following circular requires that:

1. Concerning international treaties or agreements that are statutorily
required to be submitted to the Standing Committee of the National People’s
Congress for ratification or to the State Council for approval, the relevant
department shall submit these documents within three months of the date of
their signature to the State Council. In the event that the existence of
special circumstances requires a choice of a proper opportunity for
ratification of the Standing Committee of the National People’s Congress or
for approval of the State Council, the documents may be submitted at a later
date to the State Council provided that the relevant department include with
these documents the reasons for such delay.

2. Concerning international treaties or agreements that are to be
submitted to the Standing Committee of the National People’s Congress for
ratification or accession at a date as promised to a foreign party(s), the
relevant department shall submit the documents to the State Council no later
than two and a half months prior to the promised date. Concerning
international treaties or agreements that are to be submitted to the State
Council for approval, accession or acceptance at a date as promised to a
foreign party(s), the relevant department shall submit the documents to the
State Council no later than one and a half months prior to the promised date.
In either case, if by reason of special circumstances or urgent requirements,
submission of these documents within these time period is made impossible, the
relevant department shall consider them as urgent documents by providing
reasons at the time of their submission to the State Council.

LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON SAFETY IN MINES

The Standing Committee of the National People’s Congress

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

No.65

The Law of the People’s Republic of China on Safety in Mines which has benn adopted at 28th session of the Standing Committee of the
7th National People’s Congress on November 7, 1992 is promulgated now, and shall enter into force as of May 1, 1993.

President of the People’s Republic of China: Yang Shangkun

November 7, 1992

Law of the People’s Republic of China on Safety in Mines ContentsChapter I General Provisions

Chapter II Guarantees for Satefy in Mine Construction

Chapter III Guarantees for Safety in Exploitation of Mines

Chapter IV Safety Managment of Mining Enterprises

Chapter V Supervision and Control over Safety inMines

Chapter VI Disposition of Accidents in Mines

Chapter VII Legal Responsibilities

Chapter VIII Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is formulated for the purpose of ensuring safety in production in mines, preventing accidents and protecting personal safety
of workers and staff at mines and promoting the development of mining industry.

Article 2

All activities relating to exploitation of mineral resources conducted within the boundaries of the People’s Republic of China, as
well as in other sea areas under its jurisdiction must comply with this Law.

Article 3

Mining enterprises must possess facilities that ensure safety in production, establish and perfect the system of safety management,
take effective measures to improve the working conditions for workers and staff and strengthen the work of safety control in mines
in order to ensure safe production.

Article 4

The competent departments of labour administration under the State Council shall exercise unified supervision over the work of safety
control throughout the country.

The competent departments of labour administration of the local people’s governments at or above the county level shall exercise unified
supervision over the work of safety control in mines within their respective administrative regions.

The authorities in charge of mining enterprises under the people’s governments at or above the county level shall administer safety
work in mines.

Article 5

The State shall encourage research in science and technology relating to safety in mines, popularize advanced technology, improve
safety facilities and enhance the level of safe production in mines.

Article 6

Units and individuals that have make outstanding achievements in persistent safe production in mines, prevention of accidents, participation
in rescue work at mines and scientific and technological research relating to safety in mines shall be awarded.

Chapter II Guarantees for Satefy in Mine Construction

Article 7

Safety facilities in mine construction projects must be designed, constructed and put into operation and use at the same time with
the principal parts of the projects.

Article 8

The design papers for mine construction projects must comply with the safety rules and technological standards for mining industry
and shall, according to regulations of the State, be subject to the approval of the authorities in charge of mining enterprises;
those failing to comply with the safety rules and technological standards for mining industry may not be approved.

The designs of safety facilities in mine construction projects must be examined with the participation of the competent department
of labour administration.

The safety rules and technological standards for mining industry shall be formulated by the authorities in charge of mining enterprises
under the State Council.

Article 9

The following items in mining designs must comply with the safety rules and technological standards for mining industry:

(1)

ventilation system of the shaft, and quantity, quality and speed of underground air;

(2)

slope angles of an opencast mine and the width and height of its steps;

(3)

electricity supply system;

(4)

hoisting and transportation systems;

(5)

water control and drainage systems and fire control and fire- extinguishing systems;

(6)

gas control system and dust control system;

(7)

other items concerning safety in mines.

Article 10

Each underground mine must have at least two walkable safety outlets and the direct horizontal distance between such outlets must
comply with the safety rules and technological standards for mining industry.

Article 11

Mines must have transportation and communication facilities that link the mines with the outside and meet safety requirements.

Article 12

Mine construction projects must be constructed in accordance with the design papers approved by the authorities in charge of mining
enterprises.

Upon completion, the safety facilities in mine construction projects shall be subject to inspection for acceptance by the authorities
in charge of mining enterprises, with participation of the competent department of labour administration; those failing to comply
with the safety rules and technological standards for mining industry may not pass inspection for acceptance, and may not be put
into operation.

Chapter III Guarantees for Safety in Exploitation of Mines

Article 13

For exploitation of mines, requirements that ensure safe production must be met, and the safety rules and technological standards
for mining industry corresponding to the exploitation of different types of minerals must be observed.

Article 14

Mine pillars and rock pillars to be preserved as specified in the mining designs shall, within the prescribed period of time, be protected
and may not be exploited or damaged.

Article 15

Equipments, apparatus, protective appliances and safety testing instruments used in mines with special safety requirements must comply
with the national safety standards or safety standards of the mining industry; those failing to comply with the national safety standards
or safety standards of the mining industry shall not be put into use.

Article 16

Mining enterprises must regularly carry out inspection, maintenance and repair of mechanical and electrical equipments and protective
installations thereof, as well as safety testing instruments, so as to ensure safe operation.

Article 17

Mining enterprises inspect the poisonous and harmful substances at the work sites and the percentage of oxygen in underground air
to ensure that they meet safety requirements.

Article 18

Mining enterprises must adopt preventive measures against the following hidden dangers of accidents that jeopardize safety:

(1)

roof falling, slabbing, slope sliding, and surface collapsing;

(2)

gas blast and coal dust explosion;

(3)

bumps, gas outburst and blowout;

(4)

fire and flood on surface and underground;

(5)

perils arising from demolition apparatus and demolition operations;

(6)

perils caused by dust, poisonous and harmful gases, radioactive and other harmful substances; and

(7)

other perils.

Article 19

Mining enterprises shall take preventive measures against perils that may arise out of using mechanical and electrical equipment,
soil tips, mine tips, dams and lagoons, as well as from disused mine pits.

Chapter IV Safety Managment of Mining Enterprises

Article 20

Mining enterprises must establish and improve the safe production responsibility system.

Managers of mines shall be responsible for the safe production in their respective enterprises.

Article 21

Managers of mines shall, on a regular basis, report their work on safe production to the corresponding congresses of workers and staff
or assemblies of workers and staff, thus bringing into play the supervisory role of the congresses of workers and staff.

Article 22

Workers and staff of mining enterprises must observe the laws, regulations and enterprise rules concerning safety in mines.

Workers and staff of mining enterprises have the right to make criticisms, reports and charges against any conduct that endangers
safety.

Article 23

Trade unions of mining enterprises shall safeguard, in accordance with the law, the lawful rights and interests of the workers and
staff in relation to safe production, organize the workers and staff to carry out supervision over the safety work of the mines.

Article 24

If a mining enterprise violates any laws or regulations concerning safety, the trade union is enpost_titled to demand that the management
of the enterprise or the department concerned deal with the case seriously.

Meetings held by mining enterprises to discuss matters concerning safe production shall be attended by representatives of trade unions,
and trade unions have the right to advance their opinions and proposals.

Article 25

Where the management of an enterprise gives a command contrary to the established rules and compels workers to operate under unsafe
conditions, or, major hidden dangers of accidents and occupational hazards are found in the course of production the trade union
has the right to put forward proposals for a solution; where the life of the workers and staff is in danger, the trade union has
the right to propose to the management that the workers and staff be evacuated from the dangerous site in an organized manner, and
the management must make a decision without delay.

Article 26

Mining enterprises must give safety education and training to their workers and staff; those who have not received safety education
and training may not take up a post of duty.

Special operators in charge of safe production in mining enterprises must receive special training; they may take up a post of such
duty only after they have obtained a certificate of operation qualification after passing due examination and verification.

Article 27

Managers of mines must prove, through examination, to have special knowledge of safety and the capability of leading safe production
and disposing of accidents in mines.

Personnel in charge of safety work in mining enterprises must possess necessary specialized knowledge of safety and experience in
safety work in mines.

Article 28

Mining enterprises must distribute to their workers and staff labour protective gadgets necessary for guaranteeing safe production.

Article 29

Mining enterprises may not recruit adolescents to engage in underground work.

Mining enterprises shall in accordance with regulations of the State practise special labour protection with respect to women workers
and staff, and may not assign women workers any underground work.

Article 30

Mining enterprises must adopt preventive measures against accidents in mines, and be responsible for their implementation.

Article 31

Mining enterprises shall establish rescue and first-aid groups composed of full-time or part-time personnel and equipped with necessary
equipment and medicine.

Article 32

Mining enterprises must, in accordance with regulations of the State, draw special funds for safety technical measures from the amount
of sales of their mineral products. The special funds for safety technical measures must be used exclusively to improve conditions
of safe production in mines and may not be diverted to any other purposes.

Chapter V Supervision and Control over Safety inMines

Article 33

Competent departments of labour administration of the people’s governments at or above the county level shall exercise the following
supervisory functions and responsibilities with respect to safety work in mines:

(1)

to inspect the implementation of laws and regulations on safety in mines by mining enterprises and the authorities in charge of mining
enterprises;

(2)

to participate in the examination of designs of safety facilities in mine construction projects as well as the inspection for acceptance
upon completion of such projects;

(3)

to inspect the working conditions and state of safety in mines;

(4)

to inspect the work of giving education and training in safety to workers and staff by mining enterprises;

(5)

to supervise the allocation and use of the special funds for safety technical measures by mining enterprises;

(6)

to participate in and supervise investigation and disposition of accidents in mines;

(7)

other supervisory functions and responsibilities provided for in laws and administrative rules and regulations.

Article 34

The authorities in charge of mining enterprises under the people’s governments at or above the county level shall exercise the following
functions and responsibilities with respect to the control of safety work in mines:

(1)

to inspect the implementation of laws and regulations on safety in mines by mining enterprises;

(2)

to examine and approve designs of safety facilities in mine construction projects;

(3)

to be responsible for the inspection for acceptance upon completion of safety facilities in mine construction projects;

(4)

to organize the training of managers of mines and personnel in charge of safety work in mining enterprises;

(5)

to investigate and deal with serious accidents in mines; and

(6)

other controlling functions and responsibilities provided for in laws and administrative rules and regulations.

Article 35

The personnel in charge of mine safety supervision under the competent department of labour administration are enpost_titled to enter mining
enterprises and make on-the-spot inspections on the state of safety; when circumstances of emergency threatening the safety of workers
and staff are discovered, they shall demand a prompt action thereof by the mining enterprise involved.

Chapter VI Disposition of Accidents in Mines

Article 36

In case an accident occurs in a mine, the mining enterprise concerned must organize rescue work immediately so as to prevent the spreading
of the accident and reduce casualties and property losses, and must immediately and truthfully report any accident involving causalities
to the competent department of labour administration and the authorities in charge of mining enterprises.

Article 37

In the case of an ordinary mine accident, the mining enterprise concerned shall be responsible for the investigation and the disposition
thereof.

In the case of a serious mine accident, the relevant government, together with its competent department, the trade union and the mining
enterprise concerned, shall investigate and deal with the case in accordance with the provisions of administrative rules and regulations.

Article 38

Mining enterprises shall, in accordance with regulations of the State, give pensions or compensations for workers and staff members
who died or were injured in accidents in mines.

Article 39

After the occurrence of a mine accident, dangers at the scene shall immediately be eliminated, causes of the accident promptly ascertained
and preventive measures timely devised. Production may be resumed only after dangers at the scene have been eliminated.

Chapter VII Legal Responsibilities

Article 40

Whoever commits any of the acts enumerated below in violation of this Law shall be ordered by the competent department of labour administration
to make a rectification and may concurrently be punished by a fine; if the circumstances are serious, the case shall be submitted
to the people’s government at or above the county level for a decision ordering the suspension of production for a cleaning up; the
person in charge and the person directly responsible shall be subjected to administrative sanctions by the unit to which they belong
or by the competent authorities at higher levels:

(1)

assigning any worker or staff member to a post of duty without due education and training in safety;

(2)

using equipment, apparatus, protective appliances and safety examination and testing instruments manufactured not in compliance with
the national safety standards or safety standards of the industry;

(3)

failing to allocate or use the special funds for safety technical measures in compliance with relevant regulations;

(4)

refusing personnel in charge of safety in mines to make on-the-spot inspections, or concealing hidden dangers of accidents or failing
to truthfully report the situations when being inspected;

(5)

failing to make timely and truthful reports, as prescribed, on accidents at mines.

Article 41

Mine mangers without special knowledge of safety, or specialized operators in charge of safe production taking up a post of duty without
certificates of operation qualifications shall be ordered by the competent department of labour administration to make a rectification
within a fixed period of time; where rectifications are not made upon expiration of the period, the matter shall be submitted to
the relevant people’s government at or above the county level for a decision ordering the suspension of production, and production
may not be resumed until qualified personnel are assigned to such posts after readjustment.

Article 42

Where a mine construction project is started without having the designs of its safety facilities approved, the mining enterprise concerned
shall be ordered by the authorities in charge of mining enterprises to stop the construction; with respect to the mining enterprise
refusing to carry out the order, the matter shall be submitted by the authorities in charge of mining enterprises to the relevant
people’s government at or above the county level for a decision on the rescission of its mining permit and business license by the
competent authorities.

Article 43

Where the safety facilities in a mine construction project are put into operation without having been inspected for acceptance or
without having passed inspection for acceptance, the mining enterprise concerned shall be ordered to stop production by the competent
department of labour administration in conjunction with the authorities in charge of mining enterprises, and shall also be fined
by the competent department of labour administration; with respect to the mining enterprise refusing to stop production, the matter
shall be submitted by the competent department of labour administration to the relevant people’s government at or above the county
level for a decision on the rescission of its mining permit and business license by the competent authorities.

Article 44

Where a mining enterprise already put into operation but without the due conditions for safe production insists on forced exploitation,
it shall be ordered by the competent authorities of labour administration in conjunction with the authorities in charge of mining
enterprises to make improvement within a fixed period of time; with respect to the mining enterprise that still fails to meet the
conditions for safe production upon expiration of the period, the matter shall be submitted by the competent department of labour
administration to the relevant people’s government at or above the county level for a decision on the suspension of production for
the purpose of readjustment or on the rescission of its mining permit and business license by the competent authorities.

Article 45

If any party is not satisfied with the decision on administrative sanctions, it may, within 15 days from receiving the notification
of the decision, apply for reconsideration to the higher authorities next to the one that has made the decision; the party also may
directly bring a suit before a people’s court within 15 days from receiving the notification of the decision.

The authorities responsible for shall make a decision within 60 days from receiving the application for reconsideration. If the party
is not satisfied with the decision, it may bring a suit before a people’s court within 15 days from receiving the decision. If upon
expiration of the time limit, the authorities fail to make a decision, the party may bring a suit before the people’s court within
15 days upon expiration of the period for reconsideration.

If upon expiration of the time period, the party concerned has not applied for reconsideration, nor brought a suit before the people’s
court, nor complied with the decision, the authorities that has made the decision may apply to the people’s court for compulsory
execution.

Article 46

Any responsible person of a mining enterprise who gives command in violation to established regulations and compels workers to carry
out operations at risks, thus causing accidents involving serious causalities, shall be investigated for criminal responsibilities
in accordance with the provisions of Article 114 of the Criminal Law.

Article 47

Any responsible person who fails to take measures with respect to hidden dangers of accidents in a mine, thereby causing accidents
involving serious causalities, shall be investigated for criminal responsibilities by applying mutatis mutandis the provisions of
Article 187 of the Criminal Law.

Article 48

Where any person in charge of safety supervision or safety control in a mine abuses his power, neglects his duty, or practices favoritism
and irregularities, and if the act constitutes a crime, the person concerned shall be investigated for criminal responsibilities
in accordance with the law; if the act does not constitute a crime, administrative sanctions shall be given.

Chapter VIII Supplementary Provisions

Article 49

Regulations for implementation shall be formulated by the competent department of labour administration under the State Council in
accordance with this Law, and the regulations formulated shall be submitted to the State Council for approval before implementation.

The standing committees of the people’s congresses of provinces, autonomous regions and municipalities directly under the Central
Government may, in accordance with this Law and in light of the actual conditions of their respective areas, draw up measures of
implementation.

Article 50

This Law shall enter into force as of May 1, 1993.

The Standing Committee of the National People’s Congress
1992-11-07

MINERAL RESOURCES LAW

Mineral Resources Law of the People’s Republic of China

(Adopted at the 15th Meeting of the Standing Committee of the Sixth National People’s Congress on March 19, 1986, and revised in accordance
with the Decision of the Standing Committee of the National People’s Congress on Revising the Mineral Resources Law of the People’s
Republic of China adopted at the 21st Meeting of the Standing Committee of the Eighth National People’s Congress on August 29, 1996)

CHAPTER I GENERAL PROVISIONS

CHAPTER II REGISTRATION FOR EXPLORATION OF MINERAL RESOURCES AND EXAMINATION AND APPROVAL OF MINING

CHAPTER III EXPLORATION OF MINERAL RESOURCES

CHAPTER IV MINING OF MINERAL RESOURCES

CHAPTER V COLLECTIVELY-OWNED MINING ENTERPRISES AND PRIVATELY-OWNED MINING UNDERTAKINGS

CHAPTER VI LEGAL LIABILITY

CHAPTER VII SUPPLEMENTARY PROVISIONS

Article 1 This Law is enacted in accordance with the Constitution of the People’s Republic of China, with a view to developing the mining industry,
promoting the exploration, development, utilization and protection of mineral resources and ensuring the present and long-term needs
of the socialist modernization programme.

Article 2 This Law must be observed in exploring and mining mineral resources within the territory of the People’s Republic of China and the
marine areas under its jurisdiction.

Article 3 Mineral resources belong to the State. The rights of State ownership in mineral resources is exercised by the State Council. State
ownership of mineral resources, either near the earth’s surface or underground, shall not change with the alteration of ownership
or right to the use of the land which the mineral resources are attached to.

The State safeguards the rational development and utilization of mineral resources. Seizing or damaging mineral resources by any means
and by any organization or individual shall be prohibited. People’s governments at various levels must make serious efforts to protect
mineral resources.

Anyone who wishes to explore or mine mineral resources shall separately make an application according to law and shall register after
obtaining the right of exploration or mining upon approval, with the exception of the mining enterprises that have, in accordance
with law, applied for and obtained the right of mining and are conducting exploration within the designated mining area for the purpose
of their own production. The State protects the right of exploration and of mining from encroachment and protects the order of production
and other work in the mining and exploration areas from interference and disruption.

Anyone engaged in exploring and mining of mineral resources shall meet the prescribed qualifications.

Article 4 The State protects the lawful rights and interests of mining enterprises, established in accordance with law, in mining of mineral
resources.

The State-owned mining enterprises are the mainstay in mining mineral resources. The State guarantees the consolidation and expansion
of State-owned mining enterprises.

Article 5 The State practises a system wherein the exploration right and mining right shall be obtained with compensation; however, the State
may, in light of specific conditions, prescribe reduction of or exemption from the compensation for acquiring the exploration right
and mining right. Specific measures and implementation procedures shall be formulated by the State Council.

Anyone who mines mineral resources must pay resource tax and resource compensation in accordance with relevant regulations of the
State.

Article 6 Exploration right and mining right shall not be transferred except for the transfers made according to the following provisions:

(1) The exploration licensees shall have the right to carry out specified explorations within the designated exploration areas and
have the priority to obtain the right to mine the mineral resources in the exploration areas. The exploration licensees, after fulfilling
the specified minimum input to exploration and obtaining approval in accordance with law, may transfer the exploration right to another.

(2) A mining enterprise that has obtained the mining right but needs to change the subject of the mining right, because of merger,
division, forming of an equity joint venture or contractual joint venture, sale of its assets, or change of ownership of its assets
in other manners, may transfer its mining right to another, subject to approval in accordance with law.

The specific measures and implementation procedures concerning the provisions in the preceding paragraph shall be stipulated by the
State Council.

Profiteering in exploration right or mining right shall be prohibited.

Article 7 With regard to the exploration and development of mineral resources, the State applies the principles of unified planning, rational
geographical distribution, multi-purpose exploration, rational mining and multi-purpose utilization.

Article 8 The State encourages scientific and technological research on the exploration and development of mineral resources, promotes advanced
technology so as to raise the scientific and technological level of mineral exploration and development.

Article 9 Any organization or individual that has achieved outstanding successes in the exploration, development and protection of mineral
resources and in scientific and technological research shall be awarded by relevant people’s government.

Article 10 In mining mineral resources in national autonomous areas, the State should give consideration to the interests of those areas and
make arrangements favourable to the areas’ economic development and to the production and well-being of the local minority nationalities.

Self-government organs in national autonomous areas shall, in accordance with legal provisions and unified national plans, have the
priority to develop and utilize in a rational manner the mineral resources that may be developed by the local authorities.

Article 11 The department in charge of geology and mineral resources under the State Council shall be responsible for supervision and administration
of the exploration and mining of the mineral resources throughout the country. Other relevant competent departments under the State
Council shall assist the department in charge of geology and mineral resources under the State Council in supervising and administering
the exploration and mining of the mineral resources.

The departments in charge of geology and mineral resources under the people’s governments of provinces, autonomous regions and municipalities
directly under the Central Government shall be in charge of supervision and administration of the exploration and mining of the mineral
resources within their respective administrative areas. Other relevant departments under the people’s governments of provinces, autonomous
regions and municipalities directly under the Central Government shall assist the departments in charge of geology and mineral resources
at the corresponding levels in supervising and administering the exploration and mining of the mineral resources.

CHAPTER II REGISTRATION FOR EXPLORATION OF MINERAL RESOURCES AND EXAMINATION AND APPROVAL OF MINING

Article 12 The State practises a unified regional registration system for exploration of mineral resources. The department in charge of geology
and mineral resources under the State Council shall be responsible for the registration of exploration of mineral resources. The
State Council may authorize other relevant competent departments to handle the registration of exploration of specified minerals.
Measures for regional registration of exploration of mineral resources shall be formulated by the State Council.

Article 13 The department in charge of examination and approval of mineral reserves under the State Council or departments in charge of examination
and approval of mineral reserves of provinces, autonomous regions and municipalities directly under the Central Government shall
be responsible for the examination and approval of the prospecting reports to be used for mining construction designing and shall,
within the prescribed time limit, give official replies to the units that submitted the reports. Unless it is approved, a prospecting
report may not be used as the basis for mining construction designing.

Article 14 Archives of mineral exploration results and statistical data of reserves of various minerals shall be subject to unified management,
and shall be collected or compiled for submission in accordance with the regulations of the State Council.

Article 15 Anyone who wishes to establish a mining enterprise must meet the qualifications prescribed by the State, and the department in charge
of examination and approval shall, in accordance with law and relevant State regulations examine the enterprise’s mining area, its
mining design or mining plan, production and technological conditions and safety and environmental protection measures. Only those
that pass the examination shall be granted approval.

Article 16 Anyone who wishes to mine the following mineral resources shall be subject to examination and approval by the department in charge
of geology and mineral resources under the State Council, which shall also issue a mining license:

(1) those within the mining areas embraced in State plans or within the mining areas which are of great value to the national economy;

(2) those outside the areas mentioned in the preceding sub-paragraph, and where the minerable mineral reserves are at least of a large
quantity;

(3) specified minerals of which protective mining is prescribed by the State;

(4) those in the territorial seas and other sea areas under China’s jurisdiction; and

(5) other mineral resources as prescribed by the State Council.

The competent departments authorized by the State Council may conduct examination of and grant approval to mining of such specified
minerals as oil, natural gas, radioactive minerals and issue mining licenses.

The mining of mineral resources that are not covered by the provisions of paragraphs 1 and 2 and the mineable reserves of which are
of medium quantity shall be subject to examination and approval by the departments in charge of geology and mineral resources under
the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government, which shall issue
mining licenses.

Measures for the administration of the mining of mineral resources not covered by the provisions of paragraphs 1, 2 and 3 shall be
formulated by the standing committees of the people’s congresses of provinces, autonomous regions and municipalities directly under
the Central Government according to law.

Where examination and approval are conducted and mining licenses are issued under the provisions of paragraph 3 and paragraph 4, the
departments in charge of geology and mineral resources under the people’s governments of provinces, autonomous regions and municipalities
directly under the Central Government shall collect the cases and submit them to the department in charge of geology and mineral
resources under the State Council for the record.

The standards for large and medium quantities of mineral reserves shall be formulated by the department in charge of examination and
approval of mineral reserves under the State Council.

Article 17 The State institutes a policy of planned mining with regard to mining areas that are embraced in State plans, mining areas that are
of great value to the national economy and the specified minerals of which protective mining is prescribed by the State. Unless approved
by the competent department under the State Council, no unit or individual may carry out such mining.

Article 18 After the limits for the mining areas that are embraced in State plans, the limits for mining areas that are of great value to the
national economy, and the limits for mining areas of mining enterprises have been defined according to law, the competent departments
that defined the limits of the mining areas shall notify the relevant people’s governments at the county level to announce them.

If a mining enterprise wishes to change the limits of its mining area, it must apply to the department that examined or approved of
the limits for approval and apply to the department that issued the mining license for reissue of a mining license after verification.

Article 19 The local people’s governments at various levels shall adopt measures to maintain normal order in the mining areas of State-owned
mining enterprises and other mining enterprises within their respective administrative areas.

No unit or individual may enter and carry out mining in the mining areas of a State-owned mining enterprise or other mining enterprise
that was established according to law.

Article 20 Unless approved by the competent departments authorized by the State Council, no one may mine mineral resources in the following
places:

(1) within delimited areas of harbours, airports and national defence projects or installations;

(2) within a certain distance from important industrial districts, largescale water conservancy works or municipal engineering installations
of cities and towns;

(3) within certain limits on both sides of railways and important highways;

(4) within certain limits on both sides of important rivers and embankments;

(5) nature reserves and important scenic spots designated by the State, major sites of immovable historical relics and places of historical
interest and scenic beauty that are under State protection; and

(6) other areas where mineral mining is prohibited by the State.

Article 21 If a mine is to be closed down, a report must be prepared with information about the mining operations, hidden dangers, land reclamation
and utilization, and environmental protection, and an application for examination and approval must be filed in accordance with relevant
State regulations.

Article 22 If, in the course of mineral exploration or mining, rare geological phenomena or ancient cultural remains of significant scientific
and cultural value are discovered, they shall be protected and reported immediately to the relevant departments.

CHAPTER III EXPLORATION OF MINERAL RESOURCES

Article 23 Regional geological surveys shall be carried out in accordance with the unified State plan. Reports on regional geological surveys
and the appended maps and other data shall be examined for acceptance in accordance with State regulations and then provided to relevant
departments for use.

Article 24 In conducting a general survey of mineral resources, after completing survey of the major minerals, a preliminary comprehensive assessment
shall be made of the minerogenetic conditions involving all paragenetic or associated minerals and of the industrial perspective
of the mineral deposits in the area being surveyed.

Article 25 In prospecting for mineral deposits, a comprehensive assessment of the paragenetic and associated minerals of commercial value within
the mining area must be made and their reserves calculated. Any prospecting report without such comprehensive assessment shall not
be approved. However, an exception shall be made of those mineral deposits for which the planning department under the State Council
has made other stipulations.

Article 26 In conducting general surveys and prospecting for special fragile nonmetallic minerals, fluid minerals, combustible, explosive and
soluble minerals and minerals containing radioactive elements, methods prescribed by the relevant departments under the people’s
governments at or above the provincial level must be used, and necessary technical installations must be provided and safety measures
applied.

Article 27 The original geological record, maps and other data of mineral exploration, rock cores, test samples, specimens of other material
objects, and various exploration marks shall be protected and preserved in accordance with relevant regulations.

Article 28 Prospecting reports on mineral deposits and other valuable exploration data shall be provided for use with compensation in accordance
with the regulations of the State Council.

CHAPTER IV MINING OF MINERAL RESOURCES

Article 29 In mining mineral resources, a mining enterprise must adopt rational mining sequence and methods and proper ore-dressing technique.
It shall see to it that the recovery rate and impoverishment rate in mining and recovery rate in ore-dressing meet the design requirements.

Article 30 While mining major minerals, a mining enterprise shall, in accordance with a unified plan, carry out comprehensive mining and utilization
of paragenetic and associated minerals that are of industrial value, so as to avoid waste. It shall adopt effective protective measures
to avoid loss and damage to ores that cannot be mined in a comprehensive way or that must be mined simultaneously but cannot be comprehensively
utilized for the time being, and to tailings containing useful components.

Article 31 In mining mineral resources, a mining enterprise or individual must abide by State regulations regarding labour, safety and health
and have the necessary conditions to ensure safety in production.

Article 32 In mining mineral resources, a mining enterprise or individual must observe the legal provisions on environmental protection to prevent
pollution of the environment.

In mining mineral resources, a mining enterprise or individual must economize on the use of land. In case cultivated land, grassland
or forest land is damaged due to mining, the mining enterprise concerned shall take measures to utilize the land affected, such as
by reclamation, tree and grass planting, as appropriate to the local conditions.

Anyone who, in mining mineral resources, causes losses to the production and well-being of other persons shall be liable for compensation
and shall adopt necessary remedial measures.

Article 33 Before the construction of railways, factories, reservoirs, oil pipelines, transmission lines and various large structures or architectural
complexes, the units responsible for the construction must obtain information from the departments in charge of geology and mineral
resources under the local people’s governments of provinces, autonomous regions, or municipalities directly under the Central government
about the geographical distribution and mining of the mineral resources in the areas where the construction projects are to be built.
Those projects shall not be constructed over important mineral deposits unless approved by departments authorized by the State Council.

Article 34 Mineral products to be purchased exclusively by designated units, as prescribed by the State Council, may not be purchased by any
other units or individuals; mining enterprises and individuals shall not sell their products to non-designated units.

CHAPTER V COLLECTIVELY-OWNED MINING ENTERPRISES AND PRIVATELY-OWNED

Article 35 The State applies the principles of vigorous support, rational planning, correct guidance and effective administration with regard
to collectively-owned mining enterprises and privately-owned mining undertakings. It encourages collectively-owned mining enterprises
to mine mineral resources within the areas designated by the State, and permits individuals to mine scattered and dispersed mineral
resources, as well as sand, stone and clay that can only be used as ordinary building materials, and small amounts of minerals for
their own use in daily life.

Mineral resources that are suited to mining by mining enterprises in terms of the quantity of reserves, specified minerals of which
protective mining is prescribed by the State, and other mineral resources of which mining by individuals is prohibited by the State
shall not be mined by individuals.

The State provides guidance and assistance to collectively-owned mining enterprises and privately-owned mining undertakings in unceasingly
raising their technical level and in increasing utilization rate of the mineral resources and the economic results.

Departments in charge of geology and mineral resources, geological units and State-owned mining enterprises shall, on the principles
of vigorous support and mutual benefit, provide, with compensation, geological data and technical services to collectively-owned
mining enterprises and privately-owned mining undertakings.

Article 36 Existing collectively-owned mining enterprises, located within the mining area of a mining enterprise to be established with the
approval of the State Council or the relevant competent departments under the State Council, shall be closed down or shall conduct
mining in other designated areas. The unit that undertakes to open the mine shall give rational compensation to the said collectively-owned
mining enterprises and make appropriate arrangements for the masses involved. Or else, according to its overall arrangement, the
mining enterprise may also enter into joint operation with the said collectively-owned mining enterprises.

Article 37 Collectively-owned mining enterprises and privately-owned mining undertakings shall raise their technical level and increase the
recovery rate of the mineral resources. Unauthorized and wasteful mining, which is destructive to mineral resources, shall be prohibited.

Collectively-owned mining enterprises must survey and draw maps showing the correlation between surface and underground workings.

Article 38 People’s governments at or above the county level shall provide guidance and assistance to collectively-owned mining enterprises
and privately-owned mining undertakings in carrying out technological updating, improving business management and ensuring safety
in production.

Article 39 If a person, in violation of the provisions of this Law, mines without a mining license, enters and mines without authorization in
a mining area that is embraced in State plan or a mining area that is of great value to the development of the national economy or
mines without authorization specified minerals of which protective mining is prescribed by the State, he shall be ordered to stop
mining, compensate for the losses caused, and his mineral products and unlawful proceeds shall be confiscated, and he may also be
fined. If he refuses to stop mining and thus causes damage to the mineral resources, the persons who are directly responsible shall
be investigated for criminal responsibility in accordance with the provisions of Article 156 of the Criminal Law.

Any units or individuals who enter and mine in the mining areas of State-owned mining enterprises and other mining enterprises established
by others in accordance with law shall be punished in accordance with the provisions of the preceding paragraph.

Article 40 If a person mines beyond the approved limits of his mining area, he shall be ordered to return to and mine in his own area and compensate
for the losses caused, and the mineral products extracted outside his area and his unlawful proceeds shall be confiscated, and he
may also be fined. If he refuses to return to his own mining area and causes damage to the mineral resources, his mining license
shall be revoked and the persons directly responsible shall be investigated for criminal responsibility in accordance with the provisions
of Article 156 of the Criminal Law.

Article 41 If a person steals or plunders mineral products or other property of mining enterprises or exploration units, damages mining or exploration
facilities, or disrupts order in production and other work in mining areas or areas under exploration, he shall be investigated for
criminal responsibility in accordance with relevant provisions of the Criminal Law; if the case is obviously minor, he shall be punished
in accordance with relevant provisions of the Regulations on Administrative Penalties for Public Security.

Article 42 If a person purchases, sells or leases mineral resources or transfers them by other means, his unlawful proceeds shall be confiscated
and he shall be fined.

If a person, in violation of the provisions of Article 6 of this Law, profiteers in exploration right or mining right, his exploration
or mining license shall be revoked and his unlawful proceeds confiscated, and he shall be fined.

Article 43 If a person, in violation of the provisions of this Law, purchases or sells mineral products which are to be purchased exclusively
by the State, such products and his unlawful proceeds shall be confiscated, and he may also be fined. If the case is serious, criminal
responsibility shall be investigated in accordance with the provisions of Articles 117 and 118 of the Criminal Law.

Article 44 If a person, in violation of the provisions of this Law, mines mineral resources in a destructive way, he shall be fined and his
mining license may be revoked; if serious damage is caused to the mineral resources, the person who are directly responsible shall
be investigated for criminal responsibility in accordance with the provisions of Article 156 of the Criminal Law.

Article 45 The administrative penalties prescribed in Articles 39, 40 and 42 of this Law shall be meted out by the department in charge of geology
and mineral resources under the people’s government at or above the county level in accordance with the limits of authority stipulated
by the department in charge of geology and mineral resources under the State Council. The administrative penalties prescribed in
Article 43 shall be meted out by the administrative department for industry and commerce under the people’s government at or above
the county level. The administrative penalties prescribed in Article 44 shall be meted out by the department in charge of geology
and mineral resources under the people’s government of a province, autonomous region or municipality directly under the Central Government.
The punishment of revoking the exploration or mining license shall be decided by the department that issued such licenses.

If a department fails to impose administrative penalties that should be imposed in accordance with the provisions of Article 39, 40,
42 or 44, the department in charge of geology and mineral resources under the people’s government at a higher level shall have the
authority to order a correction of such failure or impose the relevant administrative penalties directly by itself.

Article 46 If a party refuses to accept the decision on administrative penalty, it may, in accordance with law, apply for reconsideration or
file a suit with the People’s Court directly.

If a party, within the time limit neither applies for reconsideration nor files a suit with the People’s Court, or complies with the
decision on punishment, the department that made the decision shall request the People’s Court to enforce the decision.

Article 47 State functionaries in charge of supervision and administration of exploration and mining of mineral resources or other relevant
State functionaries who commit malpractices for personal gain, abuse their power or neglect their duties, approve exploration and
mining of mineral resources or issue exploration or mining licenses, in violation of this Law, or does not stop illegal mining activities
and punish illegal miners, which constitutes a crime, shall be investigated for criminal responsibility; if their acts do not constitute
a crime, administrative penalties shall be given. The department in charge of geology and mineral resources under the people’s government
at a higher level shall have the authority to revoke the exploration and mining licenses illegally issued.

Article 48 If anyone resorts to violence or intimidation when obstructing State functionaries engaged in supervision and administration of exploration
and mining of mineral resources from performing their duties according to law, he shall be investigated for criminal responsibility
in accordance with the provisions of Article 157 of the Criminal Law. If he does not resort to violence or intimidation when obstructing
State functionaries engaged in supervision and administration of exploration and mining of mineral resources from performing their
duties according to law, he shall be punished in accordance with relevant provisions of the Regulations on Administrative Penalties
for Public Security.

Article 49 Disputes over the limits of mining areas between mining enterprises shall be settled by the parties involved through consultation;
if consultation fails, the relevant local people’s government at or above the county level shall handle the matter on the basis of
the limits that are verified and fixed according to law. Disputes over the limits of mining areas that straddle provinces, autonomous
regions, or municipalities directly under the Central Government shall be settled by the people’s governments of the relevant provinces,
autonomous regions or municipalities directly under the Central Government through consultation. If consultation fails, the disputes
shall be settled by the State Council.

CHAPTER VII SUPPLEMENTARY PROVISIONS

Article 50 Where laws or administrative rules and regulations provide otherwise on foreign-funded exploration and mining of mineral resources,
such provisions shall prevail.

Article 51 Before this Law goes into effect, anyone who mined mineral resources without going through approval procedures, without having the
mining area delimited and without obtaining a mining license shall apply for completion of the formalities in accordance with relevant
provisions of this Law.

Article 52 Specific rules for the implementation of this Law shall be formulated by the State Council.

REGULATIONS ON NUCLEAR EXPORT CONTROL

Category	FOREIGN TRADE	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1997-09-10	Effective Date	1997-09-10

Regulations of the People’s Republic of China on Nuclear Export Control

(Adopted at the 61st Executive Meeting of the State Council on August 1,

1997 Promulgated by Decree No. 230 of the State Council of the People’s
Republic of China on September 10, 1997)

Article 1 These Regulations are formulated for the purpose of enhancing
nuclear export control, safeguarding state security and public interest of society and promoting international cooperation in the
peaceful uses of nuclear energy.

Article 2 Nuclear export referred to in these Regulations means export
for trade as well as grant to foreign countries, exhibitions, scientific-
technological cooperation and foreign assistance of such items as nuclear
materials, nuclear equipment and non-nuclear materials for reactors and their
related technologies listed in the (hereinafter
referred to as the ) as the appendix to these Regulations.

Article 3 The State exercises strict control over nuclear export and
strictly abides by the international obligations undertaken for non-
proliferation of nuclear weapons.

The State does not advocate, encourage or engage in proliferation of nuclear weapons, nor shall it assist
other countries in the development of nuclear weapons. Nuclear export shall only be used for peaceful purposes
and shall be subject to safeguards and supervision of the International
Atomic Energy Agency, and an acceptor must not transfer it to any third
country without the permission of the Chinese Government. The State
prohibits provision of assistance to nuclear facilities not under the
safeguards and supervision of the International Atomic Energy Agency,
and no nuclear export to them or personnel and technological exchanges
and cooperation shall be conducted.

Article 4 Nuclear export shall abide by the provisions of the relevant
state laws and regulations and must not harm state security or public interest
of society.

Article 5 Examination of and permission for nuclear export shall abide
by the following norms:

(1)The acceptor government shall guarantee that the nuclear materials,
nuclear equipment or non-nuclear materials for reactors supplied by China
as well as the special fissionable materials produced through the uses
thereof shall not be used for the purpose of any nuclear explosion;

(2)The acceptor government shall guarantee that it shall take approriate
in-kind protective measures for the nuclear materials supplied by China as
well as the special fissionable materials produced through the uses thereof;

(3)The acceptor government has concluded with the International Atomic
Energy Agency the agreement for safeguards and supervision which is in force
and has undertaken to integrate into the agreement for safeguards and
supervision the nuclear materials, nuclear equipment or non-nuclear materials
for reactors supplied by China as well as the special fissionable materials
produced through the uses thereof and accept the safeguards and supervision
of the International Atomic Energy Agency;

(4)The acceptor pledges that it will not retransfer to any third party
the nuclear materials, nuclear equipment or non-nuclear materials for
reactors and the related technologies thereof supplied by China without
advance permission in writing of the State Atomic Agency of China; for
retransfer with advance permission, the third party accepting the retransfer
shall undertake the obligations equivalent to those taking direct supply
from China.

Article 6 Nuclear export shall be monopolized by units designated by the
State Council, and no other unit or individual shall engage in the operations.

Article 7 For export of items and the related technologies thereof listed
in the , an application shall be filed with the State Atomic
Energy Agency, an application form for nuclear export filled out and the
following documents presented:

(1)Certification of monopoly qualification for nuclear export of the
applicant;

(2)Identifications of the legal representative, chief manager in the
operations as well the person handling the operations of the applicant;

(3)A copy of the contract or agreement;

(4)Analytical reports of the nuclear materials or non-nuclear materials
for reactors;

(5)Certification of the end user;

(6)Certification of guarantee provided by the acceptor pursuant to the
provisions of Article 5 of these Regulations; and

(7)Other documents required to be presented by the examination organ.

Article 8 The applicant shall truthfully fill out the application form
for nuclear export.

Application forms for nuclear export shall be uniformly printed by the
State Atomic Energy Agency.

Article 9 The applicant shall file revisions in time in the case of changes in the itmes filled out in the application form for
nuclear export
or file a new application for export.

The applicant shall withdraw the application for nuclear export in time
in the case of suspension of nuclear export.

Article 10 The State Atomic Energy Agency shall, within fifteen working
days starting from the date of the receipt of the application form for
nuclear export and the documents listed in Article 7 of these Regulations,
put forth its remarks of examination and notify the applicant; for those
approved upon examination, the cases shall be processed pursuant to the
following provisions in the light of different circumstances:

(1)For export of nuclear materials, the case shall be transmitted to
the Defense Science Technology and Industries Commission for reexamination;

(2)For export of nuclear equipment or non-nuclear materials for reactors
and the related technologies thereof, the case shall be transmitted to the
Ministry of Foreign Trade and Economic Cooperation for reexamination or to
the Ministry of Foreign Trade and Economic Cooperation for reexamination
in conjunction with the Defense Science Technology and Industries Commission.

The Defense Science Technology and Industries Commission and the Ministry
of Foreign Trade and Economic Cooperation shall, within fifteen working days
starting from the date of receipt of the application form for nuclear export,
the documents listed in Article 7 of these Regulations and the remarks of examination transmitted by the State Atomic Energy Agency,
put forth remarks
of reexamination and notify the applicant.

In the case of necessity to extend the time limit for examination or
reexamination by the State Atomic Energy Agency, the Defense Science
Technology and Industries Commission and the Ministry of Foreign Trade and
Economic Cooperation owing to extraordinary circumstances, an extension of fifteen working days may be effected in which case, however,
the applicant
should be notified.

Article 11 For nuclear export having important impact on state security,
public interest of society or foreign policy, the State Atomic Energy Agency,
the Defense Science Technology and Industries Commission and the Ministry of Foreign Trade and Economic Cooperation should consult
with the Ministry of Foreign Affairs in the examination or reexamination; the case should be
submitted to the State Council for examination and approval when necessary.

The cases submitted to the State Council for examination and approval
shall not be subject to the time limit prescribed in Article 10 of these
Regulations.

Article 12 The Ministry of Foreign Trade and Economic Cooperation
shall issue nuclear export licenses to applications for nuclear export upon
approval after reexamination or examination and approval pursuant to the
provisions of these Regulations.

Article 13 A holder of the nuclear export license should return the
original license for changes in the export items and the related technologies
thereof in the original application and reapply for a nuclear export license
pursuant to the provisions of these Regulations.

Article 14 The Ministry of Foreign Trade and Economic Cooperation
should inform the State Atomic Energy Agency in writing of the issuance of a nuclear export license.

Article 15 A nuclear export monopoly unit should, in the process of nuclear export, present the nuclear export license to the customs,
go through
customs formalities pursuant to the provisions of the Customs Law and accept
customs supervision and control.

Article 16 In the case of violation of the guarantee made pursuant to
the provisions of Article 5 of these Regulations by the acceptor or its
government, or when the danger of nuclear proliferation arises, the Ministry
of Foreign Trade and Economic Cooperation is, in conjunction with the
departments concerned under the State Council, empowered to make a decision on
the suspension of export of the items concerned or the related technologies
thereof, and the Ministry of Foreign Trade and Economic Cooperation shall
inform the customs in writing for execution.

Article 17 For export of nuclear materials, nuclear equipment, non-
nuclear materials for reactors and the related technologies thereof in
violation of the provisions of these Regulations constituting a criminal
offense, criminal responsibility shall be investigated according to law;
for a case which does not constitute a criminal offense, the violator
shall be penalized pursuant to the provisions of the Customs Law and
the Foreign Trade Law.

Article 18 For forgery, alteration, buying and selling of nuclear
export licenses, criminal responsibility shall be investigated according to
law.

Article 19 State functionaries for nuclear export control who commit
a criminal offense in negligence of duties, self-seeking misconduct or
abuse of power shall be investigated of the criminal responsibility
according to law; those whose conduct do not constitute a criminal offense
shall be given administrative sanctions in accordance with law.

Article 20 The State Atomic Energy Agency may, in conjunction with
such departments as the Defense Science Technology and Industries Commission,
the Ministry of Foreign Trade and Economic Cooperation, the Ministry of Foreign Affairs and the General Administration of Customs,
make adjustments
in the in the light of actual conditions for implementation
upon approval of the State Council.

Article 21 In the case of differences in provisions between the
international treaties concluded or acceded to by the People’s Republic of China and these Regulations, the provisions of the international
treaties
shall apply; however, the articles for which the People’s Republic of China
has stated her reservations are excluded.

Article 22 These Regulations shall come into force as of the date of promulgation.(For Nuclear Export Control List, please refer
to the appendix
in Chinese.)

REPLY OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE ISSUE WHETHER ADMINISTRATIVE PENALTIES ARE APPLICABLE TO ENTERPRISES WITH FOREIGN INVESTMENT

The State Administration for Industry and Commerce

Reply of the State Administration for Industry and Commerce on the Issue Whether Administrative Penalties are Applicable to Enterprises
with Foreign Investment

GongShangQiZi [1999] No.47

March 1, 1999

Fujian Administration for Industry and Commerce:

We have studied your Request for Urgent Instructions on Whether Administrative Penalties are Applicable to Enterprises with Foreign
Investment (MinGongShangWaiQiZi [1999] No.44) and now reply as follows:

Article 75 of the Regulations of the People’s Republic of China on Company Registration Administration stipulates that “This article
is applicable for the registration of foreign-invested companies of limited liability. Laws and administrative regulations on enterprises
with foreign investment are applicable if they contain provisions otherwise on the registration of these businesses”. In accordance
with this principle, Article 5 of the Regulations of the People’s Republic of China for Controlling the Registration of Enterprises
as Legal Persons (hereinafter referred to as the Regulations) enacted by the State Council in 1988, namely “Chinese-foreign Equity
Joint ventures, Chinese-foreign contractual joint ventures and foreign-capital enterprises should register with the State Administration
for Industry and Commerce or local administrations for industry and commerce authorized by the former.” is applicable for registration
administration of enterprises with foreign investment. Your administration is authorized by the State Administration for Industry
and Commerce to examine and approve the registration of enterprises with foreign investment and is therefore authorized to conduct
registration administration of enterprises with foreign investment under your administration.

II.

As for the sealing of the business license of enterprises with foreign investment, the Regulations has explicitly stipulated that
the State Administration for Industry and Commerce or local administrations for industry and commerce authorized by the former are
competent authorities to examine and approve the registration of enterprises with foreign investment. The document of the business
license is issued and sealed exclusively by the State Administration for Industry and Commerce, however, the registration number
of the license is issued by the authorized local administration, which is held responsible for its administrative conduct. To maintain
the stability of the reform and opening-up policy, little alteration is required for the business license of enterprises with foreign
investment. It has been a nationwide standing practice for years and no dispute on the document has ever arisen.

III.

In accordance with the Regulations and Article 8 of the Provisional Regulations on Administrative Penalty Procedures by Administrations
for Industry and Commerce enacted by the State Administration for Industry and Commerce, namely, “Administrative penalties on enterprises
with foreign investment and permanent representative offices of foreign enterprises for violation of business registration administration
provisions should be imposed by the State Administration for Industry and Commerce or local administrations for industry and commerce
authorized by the former”, your administration is authorized to impose administrative penalties on enterprises with foreign investment
for violation of registration administration provisions under your administration and should report to the State Administration for
Industry and Commerce for file-keeping purpose.

The State Administration for Industry and Commerce
1999-03-01

INTERIM MEASURES FOR TRIAL CHINESE-FOREIGN EQUITY JOINT VENTURE OF TRAVEL AGENCIES

The National Tourism Administration, the Ministry of Foreign Trade and Economic Cooperation

Circular of the National Tourism Administration and the Ministry of Foreign Trade and Economic Cooperation on Modifying Interim Measures
for Trial Chinese-foreign Joint Venture of Travel Agencies

LvBanfa [1999] No.061

April 19, 1999

Bureaus of tourism administration and foreign trade and economic cooperation commissions (departments, bureaus) of various provinces,
autonomous regions and municipalities directly under the Central Government:

On December 2, 1998, under the approval of the State Council, the National Tourism Administration and MOFTEC jointly promulgated
Interim Measures for Trial Chinese-foreign Travel Agencies of Equity Joint (hereinafter referring to as Interim Measures), which
have errors in wording. Now the full text has been modified, please implement accordingly.

This is hereby notified.

Interim Measures for Trial Chinese-Foreign Equity Joint Venture of Travel Agencies

Article 1

With a view to further expanding the opening-up and promoting development of tourism, these measures are promulgated in line with
Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures and Management Regulations of Travel Agencies, as
well as other relevant laws and regulations.

Article 2

These measures are applicable to Chinese-foreign Equally joint ventures of travel agencies (hereinafter referred to as joint venture
travel agencies) established within the territory of China by foreign companies or enterprises and Chinese companies or enterprises.

Article 3

The Chinese partner applying to establish joint venture travel agencies must meet the following conditions:

Be an international travel agency.

The average annual number of foreign-related travelers in the three years prior to the application shall be over 30,000 people a day.

The annual average sales volume of tourism in the three years prior to the application shall be over 50 million yuan.

Be a formal member of Chinese Association of Tourism.

Article 4

The foreign partner applying to establish joint venture travel agencies must meet the following conditions:

Be a travel agency engaged in international tourism of an enterprise that has wholly-owned travel agencies engaged in international
tourism.

The annual sales volume of tourism shall be over $ US 50 million.

Have accession to computer subscription network at home and abroad, or have a computer subscription network of its own.

Be a formal member of Chinese Association of Tourism.

Article 5

Joint venture travel agencies must meet the following conditions:

Registered capital of no less than RMB 5 million yuan.

Be limited liability corporation.

The shares of the Chinese contribution to registered capital shall be no more than 51%.

The legal representative appointed by Chinese party.

Business places, facilities and operating personnel that meet legal requirements.

The duration of the joint venture is limited within 20 years.

Article 6

Joint venture travel agencies must pay quality cash deposit in accordance with the regulations of entry tourism for international
travel agencies.

Article 7

The examination and approval procedures of joint venture travel agencies are:

The Chinese partner shall submit such documents as the project proposal and the feasibility study report to the tourism administration
departments of the provinces concerned (autonomous regions, municipalities directly under the Central Government) or municipalites
separately listed on the State plan. The latter will transmit to National Tourism Administration after its preliminary examination.

For Chinese partner that is enterprise under Central Government, the above-mentioned documents shall be examined by its higher authority
before being reported to the National Tourism Administration.

The National Tourism Administration shall examine and approve the documents in accordance with the State laws and regulations concerning
the management of tourism.

The Chinese partner, after obtaining the written approval from the National Tourism Administration, shall submit such documents as
contract and articles of association of joint venture travel agencies to the competent authorities of foreign trade and economic
cooperation at provincial level. The latter shall submit the documents to the Ministry of Foreign Trade and Economic Cooperation
(hereinafter referred to as the MOFTEC) after its preliminary examination.

For Chinese partner that is enterprise under Central Government, the above mentioned documents shall be examined by the higher authorities
before being submitted to the MOFTEC.

The MOFTEC shall examine and approve the documents in accordance with the State laws and regulations concerning foreign investment.

For projects approved to be set up, the Chinese partner shall go through formalities of registration and tax procedures, by presenting
the Certificate of Approval for Foreign-funded Enterprises issued by the MOFTEC and the Business License of Travel Agencies issued
by the National Tourism Administration.

Article 8

The following documents shall be submitted for applications for establishing joint venture travel agencies:

Qualification evidence of the Chinese partner including a copy of the business license, the business license of travel agencies, annual
examination reports for three years prior to the application, and the certificate of membership of the relevant tourism associations.

Qualification evidence of the foreign partner including a copy of registration, a bank credit certificate, financial status papers
issued by certified accountants’ offices, a certificate of accession to subscription networks issued by the relevant computer companies,
a certificate of membership of tourism associations of their own countries and the annual report of the year prior to the application.

Project proposal of the joint venture travel agency

Feasibility study report of the joint venture travel agency

Contract and articles of association of the joint venture travel agency

Other documents required by the laws, regulations, or the examination and approval departments

Article 9

Each foreign partner may establish only one joint venture travel agency in China.

Article 10

Joint venture travel agencies are now not allowed to establish branches during the experiment period.

Article 11

Joint venture travel agencies may run business in entry tourism and domestic tourism.

Article 12

Joint venture travel agencies are now not allowed to run business in Chinese citizens’ traveling to other countries and to Hong Kong,
Macao and Taiwan.

Article 13

Special tourism items and traveling to special regions operated by joint venture travel agencies must be examined and approved by
the National Tourism Administration and other relevant departments.

Article 14

Joint venture travel agencies are not allowed to run travel items that include gambling, addictive drug taking, and obscene contents
and other items that are harmful to social ethics and people’s physical and mental health. No item that will impair the national
interests and dignity of China is allowed to organize, and items that include contents violating Chinese laws and regulations are
prohibited.

Article 15

The recruiting of tourist guides in China by joint venture travel agencies should be handled in accordance with the relevant regulations
of the State.

Article 16

Joint venture travel agencies are subject of the management of the tourism administration departments.

Article 17

Joint venture travel agencies shall submit financial, accounting, and statistical reports to tourism administration departments and
other relevant departments for business examination.

Article 18

Foreign exchange revenue and expenditure of joint venture travel agencies are subject to rules applicable to foreign-funded enterprises.

Article 19

Joint venture travel agencies must abide by the laws and regulations of China and are subject to Chinese jurisdiction and their legitimate
business activities and interests are protected by Chinese laws and regulations.

Any violation of Chinese laws and regulations by joint venture travel agencies shall be dealt with in accordance with relevant laws
and regulations.

Article 20

Violations of the above measures shall be punished by tourism administration departments according to the Management Regulations of
Travel Agencies and the Detailed Rules for the Implementation of the Management Regulation of Travel Agencies.

Article 21

The Interim Measures for the Management of Examination and Approval of Establishing First-class Joint Venture Travel Agencies in National
Tourist Resorts shall still be valid when the above measures are implemented.

Article 22

Establishment of joint venture travel agencies by domestic investors and investors from Hong Kong, Macao and Taiwan shall be handled
with reference to the above measures.

Article 23

These Regulations shall be interpreted by the National Tourism Administration and MOFTEC.

Article 24

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

The National Tourism Administration, the Ministry of Foreign Trade and Economic Cooperation
1999-04-19

EXPERIMENTAL MEASURES FOR FOREIGN-FUNDED COMMERCIAL ENTERPRISES

Category	FOREIGN ECONOMIC RELATIONS AND TECHNOLOGICAL COOPERATION	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1999-06-25	Effective Date	1999-06-25

Experimental Measures for Foreign-funded Commercial Enterprises

(Approved by the State Council on June 17, 1999, promulgated by Decree No. 12 of the State Economic and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation on June 25, 1999)

Article 1 These Measure are formulated in accordance with such laws and regulations as the Law of the People’s Republic of China’s
on Chinese and Foreign Equity Joint ventures and the Law of the People’s Republic of China on Chinese and Foreign Cooperative Joint
Ventures in order to deepen the opening-up policy, promote the revolution and development of commercial enterprises, propel the building
of domestic market and ensure the healthy and orderly implementation of pilots that widen commercial field and employ foreign investment.

Article 2 These Measures apply to equity or cooperative commercial enterprises established by foreign and Chinese companies, enterprises
within China (hereinafter referred to as jointly-operated commercial enterprises). The establishment of commercial enterprises wholly
funded by foreigners is not allowed temporarily.

Article 3 The jointly-operated commercial enterprises must adapt to the commercial development plans of the cities where they are
located, be able to introduce the advanced marketing and managing experience in the globe, stimulate the modernization of domestic
commerce, propel the export of domestic products, and bring economic and social benefits.

Article 4 The areas in which jointly-operated commercial enterprises may be established shall be prescribed by the State Council,
presently they are confined to provincial capitals, capitals of autonomous regions, municipalities directly under the Central Government,
cities separately listed on the State plan and special economic zone (hereinafter referred to as pilot areas).

Article 5 The investors of jointly-operated commercial enterprises must conform to the following conditions:

(1) foreign operators or the major ones of foreign operators in the jointly-operated commercial enterprises
(hereinafter referred to as foreign operators) shall be enterprises that possess comparatively strong economic power, advanced marketing
skills and managing experiences, wide international marketing network, good reputation and remarkable operating achievement and the
capability of propelling the export of China’s products through the established jointly-operated commercial enterprises.

Foreign operators who apply to establish retail-oriented jointly operated commercial enterprises shall possess
an average sale of more than 2 billion US Dollars three years before application and asset of more than 0.2 billion US Dollars one
year before application.

Foreign operators who apply to establish wholesale-oriented jointly-operated commercial enterprises shall
possess an average wholesale volume of more than 2.5 billion US Dollars 3 years before application and asset of more than 0.3 billion
US Dollars one year before application.

(2) The Chinese operators or the major ones of Chinese operators (hereinafter referred to as Chinese operators)
shall be current enterprises that possess comparatively strong economic power and operating capacity. Their asset shall be more than
50 million RMB (30 million RMB in the middle and western areas) one year before application. If Chinese operators are commercial
enterprises, the average sale of the three years before application shall be more than 0.3 billion RMB (0.2 billion in the middle
and western areas); if they are foreign trade enterprises, the average self-operated import and export volume three years before
application shall be more than 50 million US Dollars (the export volume shall be no less than 30 million US Dollars).

Article 6 Jointly-operated commercial enterprises must conform to the following conditions:

(1) conform to the relevant Chinese laws, regulations and provisions;

(2) conform to commercial development plans of the cities where they are located;

(3) the registered asset of retail-oriented jointly-operated commercial enterprises shall not be less than
50 million RMB, that of those in middle and western areas shall not be less than 30 million RMB; the registered asset of wholesale-oriented
commercial enterprises shall not be less than 80 million RMB, that of those in middle and western areas shall not be less than 60
million RMB.

(4) if the jointly-operated commercial enterprises have the operation of more than 3 chain stores (except
the grocery store for people’s convenience, professional stores and exclusive stores), Chinese operators shall offer a proportion
of more than 51% of the total capital; if the jointly-operated commercial enterprises are in good operating condition, the foreign
operators have purchased a large quantity of domestic products and there is a possibility to take the advantage of foreign operators’
international marketing network to promote the export of domestic products, foreign operators can hold the share after the approval
of the State Council.

Chinese operators shall provide no less than 35% of the total capital in the jointly-operated commercial enterprises
with no more than three branch stores (including three) as well as in grocery store for people’s convenience, professional stores
and exclusive stores which are in chain operation.

In the wholesale oriented jointly-operated commercial enterprises (including retail enterprises engaged in
wholesale business simultaneously), Chinese operators must offer a proportion of more than 51% of the total capital.

(5) the branch store of the jointly-operated commercial enterprises are confined to the concatenate form that
foreign and Chinese operators both invest and operate directly. Other concatenate forms such as free chains or concessionary chains
are prohibited temporarily.

(6) the operating period shall not exceed 10 years, 40 years for the middle and western areas.

Article 7 Under the condition that foreign operators contract with jointly-operated commercial enterprises concerning the use of
trademark and trade name and technological transfer, the related expenses that foreign operators collect shall not exceed 0.3% of
the enterprise’s sale volume of the year and the limited period for collection is 10 years.

Article 8 Jointly-operated commercial enterprises shall be established according to the following procedure:

Chinese operators shall submit feasibility reports (fungible of project propositions) and relevant documents
to economic and trade commissions (economic commissions, planning and economic commissions, the same in the following part) in the
pilot areas, which in conjunction with the competent domestic trade departments shall report to the State Economic and Trade Commission
according to the prescribed procedures. The State Economic and Trade Commission shall examine and approve the reports after consulting
the Ministry of Foreign Trade and Economic Cooperation.

After the feasibility reports (fungible of project propositions) have been approved, the foreign trade and
economy departments in the pilot areas shall submit the contracts and articles of associations to the Ministry of Foreign Trade and
Economic Cooperation according to the prescribed procedures, which shall examine and approve the contracts and articles of associations.

Jointly-operated commercial enterprises which have been approved shall, within one month since the date of
receiving the approval certificate, register with the State Administration of Industry and Commerce on the strength of the Approval
Certificate for Foreign-funded Enterprises issued by the State Administration of Industry and Commerce.

Article 9 To establish jointly-operated commercial enterprises, the following documents shall be submitted:

I.the declaring document on the study of feasibility

(1)the feasibility report compiled by all operators (fungible of project proposition);

(2)bank’s certification on property and credit, certificate of registration (photocopy), legal representative
certificate (photocopy) of all operators;

(3)all operators’ annual asset and liability table, profit and loss table of the recent three years audited
by accounting agency;

(4)(if Chinese operator makes investment with State-owned property) the confirmation document of State-owned
property managing departments on the assessing report concerning Chinese operator’s investing State-owned property;

(5) the species of merchandises that the planned jointly-operated commercial enterprises will operate;

(6) other related documents.

II.the declaring documents concerning contract and articles of association

1.the declaring documents on the study of feasibility and the approving documents thereof;

2.contracts and articles of association of the planned jointly-operated commercial enterprises signed by accredited
representatives of all operative parties;

3.list of import and export merchandises;

4.the members of the board of directors of the planned jointly-operated commercial enterprises and the accreditation
of directors from all parties;

5.the notice of the approval of enterprise’s appellation provided by the State Administration of Industry
and Commerce;

6.other related documents.

The documents mentioned above refer to formal documents except those marked with “photocopy”. Non-legal representatives
shall show the accreditation provided by legal representatives in order to sign the documents.

Article 10 If State-owned circulation enterprises invest to establish jointly-operated commercial enterprises, the assessing setups
accredited by State-owned property management departments shall make scientific and righteous assessment on the tangible and intangible
property invested in the light of the Measures on the Management of Assessment of State-owned Property. The assessment result serves
as the foundation for evaluating State-owned property after the confirmation of State-owned property management departments at or
above province level.

Article 11 If the established jointly-operated commercial enterprises expect to involve wholesale business, establish branch stores
or replace the cooperative party, the Ministry of Foreign Trade and Economic Cooperation shall conduct examination and approval after
consulting the State Economic and Trade Commission; other changes of the established jointly-operated commercial enterprises shall
be examined and approved by the original examining and approving organ according to the current provisions concerning foreign investment.
Jointly operated commercial enterprises shall submit the following documents:

(1) application report;

(2) the report on enterprise’s operating situation;

(3) the report on the property evaluation;

(4) the report and certification on the enterprise’s export situation;

(5) related decisions of the board of directors;

(6) agreement on the revision of contract and provision;

(7) other related documents.

The enterprise shall register with the State Administration of Industry and Commerce and undergo the procedures
of revision within one month since the date when the revised contract and articles of association are approved.

Article 12 The operation scopes of jointly-operated commercial enterprises are:

1. the operation scopes of retail-oriented jointly-operated commercial enterprises are:

(1) commercial retail operation (including sell on a commission basis or sell by mail);

(2) organize the export business of domestic products;

(3) export and import business of its own merchandises;

(4) the related matching services.

2.the operation scopes of wholesale-oriented jointly-operated commercial enterprises are:

wholesale of domestic and self-operated import merchandises within China, organizing the export of domestic
products.

Article 13 Retail-engaged jointly-operated commercial enterprises can also operate wholesale business.

Article 14 Jointly-operated commercial enterprises are prohibited form engaging in acting business of export and import .

Article 15 Jointly-operated commercial enterprises, operating merchandises on which the State has special provisions as well as those
export and import merchandises with quota and license involved, shall undergo examining and approving procedure according to related
provisions of the State.

The annual import volume of the jointly operated commercial enterprise shall not exceed 30% of its annual
selling volume.

Article 16 Jointly-operated commercial enterprises shall conform to laws and regulations of the People’s Republic of China and subject
themselves to the jurisdiction of China’s laws and regulations. Their normal operating activities and lawful rights and interests
are protected by China’s laws and regulations.

If the activities of jointly operated commercial enterprises violate laws or regulations of China, the enterprises
shall be punished in accordance with the relevant laws and regulations of China.

Article 17 These Measure shall be strictly followed in the establishment of jointly-operated commercial enterprises at all localities.
The Sate Economic and Trade Commission, the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Industry
and Commerce shall investigate and deal with those acts violating these Measure. All local economic and trade commissions, foreign
trade and economic department and related departments shall investigate the pilots timely, summarize experience earnestly and solve
the problems appropriately.

Article 18 The State Economic and Trade Commission, the Ministry Foreign Trade and Economic Cooperation, the State Administration
of Industry and Commerce or their authorized organs shall conduct supervision and administration on the foreign-funded jointly-operated
commercial enterprises in accordance with law.

Article 19 The establishment of jointly-operated commercial enterprises in the mainland of China by investors from Hong Kong Special
Administrative Region, Macao and Taiwan shall be deal with in accordance with these Measures.

Article 20 The State Economic and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation are responsible for
the interpretation of these Measure.

Article 21 These Measure take effect as of the date of promulgation.

COMPANIES LAW

Companies Law of the People’s Republic of China

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

No. 42

The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee
of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby
promulgated and shall go into effect as of January 1, 2006.

Hu Jintao

President of the People’s Republic of China

October 27, 2005

(Adopted at the 5th Meeting of the Standing Committee of the Eighth National People’s Congress on December 29, 1993; amended for
the first time in accordance with the Decision on Revision of the Company Law of the People’s Republic of China made at the 13th
Meeting of the Standing Committee of the Ninth National People’s Congress on December 25, 1999; amended for the second time in
accordance with the Decision on Revision of the Company Law of the People’s Republic of China made at the 11th Meeting of the Standing
Committee of the Tenth National People’s Congress on August 28, 2004; and revised at the 18th Meeting of the Standing Committee
of the Tenth National People’s Congress on October 27, 2005)

Contents

Chapter I　General Provisions

Chapter II　Incorporation and Organizational Structure of a Company with Limited Liability

Section 1　Incorporation

Section 2　Organizational Structure

Section 3　Special Provisions on One-person Companies with Limited Liability

Section 4　Special Provisions on Wholly Stated-owned Companies

Chapter III　Equity Transfer of Companies with Limited Liability

Chapter IV　Incorporation and Organizational Structure of a Company Limited by Shares

Section 1　Incorporation

Section 2　Shareholders General Assembly

Section 3　Board of Directors, and the Manager

Section 4　Board of Supervisors

Section 5　Special Provisions on Organizational Structure of Listed Companies

Chapter V　Issue and Transfer of Shares of Companies Limited by Shares

Section 1　Issue of Shares

Section 2　Transfer of Shares

Chapter VI　Qualifications and Obligations of Directors, Supervisors and Senior Managers of Companies

Chapter VII　Corporate Bonds

Chapter VIII　Financial Affairs and Accounting of Companies

Chapter IX　Merger and Division of Companies, Increase and Reduction of Capital

Chapter X　Dissolution and Liquidation of Companies

Chapter XI　Branches of Foreign Companies

Chapter XII　Legal Responsibility

Chapter XIII　Supplementary Provisions

Chapter I　General Provisions

Article 1　This Law is enacted in order to standardize the organization and behavior of companies, to protect the legitimate rights
and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the
socialist market economy.

Article 2　For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares
incorporated within the territory of the People’s Republic of China in accordance with this Law.

Article 3　A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights
of a legal person. The company shall be liable for its debts to the extent of its entire property.

Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions
subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to
the extent of the shares subscribed respectively by them.

Article 4　The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company,
participation in making major decisions and selection of managerial personnel.

Article 5　In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and
commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.

The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.

Article 6　Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority
for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration
authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said
conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.

Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval
shall be completed according to law prior to registration of the company.

The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority
shall provide services for such inquiry.

Article 7　The company registration authority shall issue a business license to a company incorporated according to law. The date
on which the business license is issued shall be the date on which a company is incorporated.

In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received
capital, scope of business and name of the legal representative of the company.

Where the items stated in the business license of a company are altered, the company shall have the alterations registered according
to law, and the company registration authority shall renew its business license.

Article 8　A company with limited liability incorporated according to this Law shall have the words “company with limited liability”
or “limited company” indicated in its name.

A company limited by shares incorporated according to this Law shall have the words “company limited by shares” or “company
by shares” indicated in its name.

Article 9　Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions
of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited
liability, it shall meet the conditions of a company with limited liability provided for by this Law.

Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into
a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the
company after the change.

Article 10　The domicile of a company shall be the place where its main administrative organization is located.

Article 11　Articles of association shall be formulated according to law when a company is incorporated. The articles of association
of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.

Article 12　The business scope of a company shall be defined in the company’s articles of association, and shall be registered
according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision
and alteration registered.

The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations
shall be submitted for approval according to law.

Article 13　The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions
of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to
law. Where the legal representative of a company is replaced, the company shall have such replacement registered.

Article 14　A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to
the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess
the status of a legal person, and its civil liabilities shall be borne by the company.

A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities
according to law.

Article 15　A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several
liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.

Article 16　Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter shall, in
accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors
or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees
and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall
not be exceeded.

Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution
adopted by its shareholders assembly or shareholders general assembly.

The shareholder specified in the preceding paragraph or the shareholder dominated by the actual controller specified in the preceding
paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall
be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.

Article 17　Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according
to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.

Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance
their quality.

Article 18　The staff and workers of a company shall, in accordance with the Trade Union Law of the People’s Republic of China,
organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers.
The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade
union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment
for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according
to law.

Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management
in accordance with the provisions of the Constitution and relevant laws.

When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important
rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the
staff and workers through the conference of the representatives of staff and workers or other forms.

Article 19　In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist
Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations
to carry out their activities.

Article 20　The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association,
exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other
shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders
to damage the interests of the creditors of the company.

Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders,
he shall be liable for compensation according to law.

Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders,
evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability
for the debts of the company.

Article 21　Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not
take advantage of their affiliated relations to damage the interests of the company.

A person who, in violation of the provisions of the preceding paragraph, causes losses to a company shall be liable for compensation.

Article 22　The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of
a company, which in content violates laws or administrative regulations, shall be invalid.

Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of
directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the
content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the
date the resolution is adopted, request the people’s court to rescind the resolution.

Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may,
upon request of the company, demand the shareholders to provide appropriate guarantee.

Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders
general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company
shall apply for cancellation of the registration for such alteration.

Chapter II　Incorporation and Organizational Structure of a Company with Limited Liability

Section 1　Incorporation

Article 23　The following conditions shall be met for the incorporation of a company with limited liability:

(1) The number of shareholders conforms to the statutory number;

(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;

(3) The shareholders have jointly formulated the articles of association;

(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with
limited liability; and

(5) The company has its own domicile.

Article 24　A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.

Article 25　The articles of association of a company with limited liability shall specify the following items:

(1) the name and domicile of the company;

(2) the scope of business of the company;

(3) the registered capital of the company;

(4) the names or post_titles of the shareholders;

(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;

(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;

(7) the legal representative of the company; and

(8) other items which the shareholders assembly deems necessary to be specified.

The shareholders shall sign their names on and affix their seals to the company’s articles of association.

Article 26　The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for
by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions
made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less
than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders
within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder
in full within five years.

The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount
is provided for by laws or administrative regulations, such provision shall prevail.

Article 27　A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material
objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law,
except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.

Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.　Where
laws or administrative regulations provide otherwise, those provisions shall prevail.

The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered
capital of a company with limited liability.

Article 28　A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance
with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he
shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability;
and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities
for the transfer of his property rights.

Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition
to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the
shareholders who have, on schedule and in full, made their capital contributions.

Article 29　After the shareholders have made their capital contributions, such capital contributions shall be subject to capital
verification by a capital verification authority set up according to law, which shall issue capital verification certificates.

Article 30　After the initial capital contributions made by shareholders have been verified by a capital verification authority
set up according to law, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to
the company registration authority such documents as a written application for registration of the company, the company’s articles
of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.

Article 31　Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value
of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount
of the value prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the
difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability
therefor.

Article 32　After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.

In an investment certificate the following items shall be specified:

(1) the name of the company;

(2) the date on which the company is incorporated;

(3) the registered capital of the company;

(4) the name or post_title of the shareholder, the amount and date of capital contributions; and

(5) the serial number of the investment certificate and the date of its verification and issue.

An investment certificate shall bear the seal of the company.

Article 33　A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:

(1) the names or post_titles and domiciles of the shareholders;

(2) the amounts of the capital contributions made by the shareholders; and

(3) the serial numbers of their investment certificates.

The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the
said roster.

The company shall register with a company registration authority the names or post_titles of its shareholders and the amount of their
capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration
or without registration for alteration, the company shall not act against the third party.

Article 34　A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of
the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors,
and the financial and accounting reports of the company.

A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request
to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that
the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse
to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the
written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting
books, the shareholder may request the people’s court to demand the company to provide such books.

Article 35　Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases
its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions
they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or
to do without the right of first refusal in proportion to their capital contributions when making subscriptions.

Article 36　Once a company is incorporated, its shareholders shall not secretly withdraw their capital contributions.

Section 2　Organizational Structure

Article 37　The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders
assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.

Article 38　The shareholders assembly shall exercise the following functions and powers:

(1) to decide on the operational policy and investment plan of the company;

(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on　matters
concerning the remuneration of the directors and supervisors;

(3) to examine and approve reports of the board of directors;

(4) to examine and approve reports of the board of supervisors or the supervisors;

(5) to examine and approve the annual financial budget plan and final accounts plan of the company;

(6) to examine and approve the company’s plans for profit distribution and for making up losses;

(7) to adopt resolutions on the increase or reduction of the registered capital of the company;

(8) to adopt resolutions on the issue of corporate bonds;

(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;

(10) to amend the articles of association of the company; and

(11) other functions and powers provided for in the company’s　　　articles of association.

Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may
directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names
on and affix their seals to the documents of the decision.

Article 39　The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who
has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the
provisions of this Law.

Article 40　The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.

Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim
meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or
more of the directors, by the board of supervisors, or by the supervisors of a company without a board of supervisors.

Article 41　Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall
be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board
cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the
vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by
half and more of the directors.

Where no board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened
and presided over by the executive director.

Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders
assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board
of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the
shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.

Article 42　All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except
where otherwise provided for by the company’s articles of association or agreed upon by all of the shareholders.

The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders
present at the meeting shall sign the minutes.

Article 43　Shareholders shall exercise their voting rights at a meeting of the shareholders assembly in proportion to their respective
capital contributions, except where otherwise provided for by the company’s articles of association.

Article 44　The modes of meeting and voting procedures of the shareholders assembly shall, in addition to what is provided for in
this Law, be stipulated by the company’s articles of association.

Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase
or reduction of the registered capital, or on the merger, division, dissolution or transformation of the company shall be subject
to adoption by the shareholders representing two-thirds or more of the voting rights.

Article 45　A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except
where otherwise provided for by Article 51 of this Law.

The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more
State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of
the company; and the members of the board of directors of other companies with limited liability may include representatives of the
staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically
elected by the staff and workers of the company through the conference of the representatives of the staff and workers, the general
meeting of the staff and workers, or through other forms.

A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman
of the board shall be stipulated by the company’s articles of association.

Article 46　The term of office of a director shall be stipulated by the company’s articles of association, but each term of office
shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.

Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors
is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before
the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative
regulations or the company’s articles of association.

Article 47　The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:

(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;

(2) to implement the resolutions adopted by the shareholders assembly;

(3)

MEASURES FOR THE INSPECTION ON IMPORTED VEHICLES

The State Administration for Entry and Exit Inspection and Quarantine

Order of the State Administration for Entry and Exit Inspection and Quarantine of the People’s Republic of China

No.1

The Measures for the Inspection on Imported Vehicles are hereby promulgated, and shall come into force as of Jan.1,2000.

Director general of the State Administration for Entry and Exit Inspection and Quarantine Li Changjiang

November 22,1999

Measures for the Inspection on Imported Vehicles

Article 1

These Measures have been formulated in accordance with the Law of the People’s Republic of China on the Inspection of Imported and
Exported Commodities and the corresponding implementing rules for the purpose of enhancing the administration of inspection on imported
vehicles.

Article 2

The State Administration for the Entry and Exit Inspection and Quarantine (hereinafter referred to as State Administration for Inspection
and Quarantine) shall be in charge of the inspection on imported vehicles throughout the country. Entry and exit inspection offices
shall be in charge of the inspection on imported vehicles within the quality guarantee period.

Article 3

When imported vehicles are transferred to the inland, the clearance location shall be regarded as the customs port. Inspection shall
be conducted by inspection offices of the port in accordance with These Measures.

Article 4

After imported vehicles have been transported to the customs port, the consignee or his agents shall make inspection application to
the port inspection offices for inspection, subject to the submission of contracts, invoices, bills of lading, packing lists and
other relevant certificates and technical materials. After checking and approving, the customs inspection offices shall issue “a
clearance note for entry”.

Article 5

Inspections on imported vehicles conducted by the customs port inspection offices shall include the inspection of ordinary items,
safety performance and quality.

Article 6

In the inspection of ordinary items, the safety symbols of imported vehicles shall be checked one by one upon their entry into the
territory. The items for inspection shall include the specifications, models, quality, appearance, utensil attached to the vehicle,
spare parts of technical materials, etc..

Article 7

Safety inspection shall be conducted in accordance with the laws, regulations and mandatory criteria on safety and environment protection,
and the Procedures for Safety Inspection on Imported and Exported Vehicles (SN/T0792-1999).

Article 8

For the quality inspection, the inspection, the criteria and method to be applied shall be stipulated in the contract or its Attachment.
When there is no such stipulation in import contract or the stipulation is not clear, the Procedures for Quality Inspection on Imported
and Exported Vehicles (SN/T0971-1999) shall be applied. When importing for the first time more than 300 new brand vehicles by the
gross (including 300 vehicles, calculated on the basis of the same contract, the same brand and the same producer) or the imported
value is more than US$ 1 million (including US$1 million), quality inspection must be conducted. When importing fewer than 300 new
brand vehicles or the imported value is less than US $1 million, or importing new brand vehicles after the first time, quality inspection
may be conducted on samples by inspection and quarantine offices according to the conditions of quality.

Quality inspection results shall be reported to State administration of Inspection and Quarantine and other competent relevant inspection
and quarantine offices.

Article 9

Inspection on imported vehicles shall be conducted by the inspection and quarantine offices independently or jointly with other agencies
or by the inspection agencies authorized by inspection and quarantine offices. Inspection certificates shall be issued by the inspection
and quarantine offices.

Article 10

In foreign trade contracts, foreign trade units and administrative units of receivers or users of imported vehicles shall stipulate
the pre-inspection, supervision on production or shipping before a large number of imported vehicles are shipped in exporting country.
When necessary, inspection and quarantine offices may send their staff to participate in or organize such inspection in exporting
country.

Article 11

Customs port inspection and quarantine offices shall issue !0certificate of inspection and quarantine on imported goods to inspection
qualified imported vehicles, and each vehicle shall be issued inspection card attached to imported motor vehicle when quality inspection
on imported vehicles is conducted. The quality inspection report shall be annexed to “certificate of inspection and quarantine on
imported goods”.

In the event that the vehicles could not pass the inspection, the inspection and quarantine office shall issue a certificate of inspection
and quarantine so that it may be used for claim from the providers.

Article 12

Sellers of imported vehicles shall go through the formalities of registration with local industrial and commercial administrations
for the sale of imported vehicles within the territory, subject to the submission of “inspection card attached to imported motor
vehicle” issued by inspection and quarantine offices and other relevant certificates.

Article 13

When purchasing imported vehicles within the country, users must obtain “an inspection card attached to imported motor vehicle” issued
by the inspection and quarantine offices and invoices of purchase of vehicles. Before applying for formal vehicle licenses, users
shall be registered for inspection at local inspection and quarantine offices so as to obtain “a certificate of inspection on imported
motor vehicle” which can be used as proof of getting formal licenses from vehicle administrative departments.

Article 14

Within the quality guarantee period, if users find quality problems in registered imported vehicles, they shall ask local inspection
and quarantine offices to inspect these vehicles and issue certificates.

Article 15

All inspection and quarantine bureaus directly under State Administration of Inspection and Quarantine may, when necessary, authorize
or appoint an eligible vehicle testing line to conduct safety inspections on imported vehicles and report to the State Administration
of Inspection and Quarantine for record. The State Administration of Inspection and Quarantine may supervise the tests and management
capacities of these testing lines by random checking.

Article 16

Inspection and quarantine offices shall handle with any imported vehicle without a safe import quality license, or any vehicle having
safe import quality license but without inspection and quarantine safety symbols, or any vehicle having not been inspected nor registered
in accordance with These Measures pursuant to the Law of the People’s Republic of China on the Inspection of Imported and Exported
Commodities and its corresponding Measures for Implementation.

Article 17

Inspection on imported motorcycles and other imported motor vehicles shall be conducted by local inspection and quarantine offices
of the place where the consignee reside with reference to These Measures.

Article 18

All inspection and quarantine offices directly under the State Administration of Inspection and Quarantine shall send quality analyses
on imported vehicles to the State Administration every six months, before July 15th and January 15th of the next year.

Article 19

The right of interpretation of These Measures shall remain with the State administration of Inspection and Quarantine.

Article 20

These Measures shall enter into force as of January 1st, 2000. The Circular of the State Administration of Inspection and Quarantine
Concerning Carrying out the Sprite of the National Conference on the Inspection of Vehicles for Export and Import (GuoJianYan [1990]
No.468) and the Circular Concerning “the Implementation of the New Approach for Inspection of Imported Motor Vehicle” and “the Uniform
Making of the Special Seal for Inspection of Imported Vehicles” (GuoJianYan [1994] No.30) as previously issued by the State Administration
shall be repealed simultaneously.

The State Administration for Entry and Exit Inspection and Quarantine
1999-11-22

EXTRADITION LAW

Extradition Law of the People’s Republic of China

(Adopted at the 19th Meeting of the Standing Committee of the Ninth National People’s Congress on December 28, 2000
and promulgated by Order No. 42 of the President of the People’s Republic of China on December 28, 2000)

Contents

Chapter I General Provisions

Chapter II Request Made to the People’s Republic of China for Extradition

Section 1 Conditions for Extradition

Section 2 Submission of the Request for Extradition

Section 3 Examination of the Request for Extradition

Section 4 Compulsory Measures for Extradition

Section 5 Execution of Extradition

Section 6 Postponed and Temporary Extradition

Section 7 Transit for Extradition

Chapter III Request Made to Foreign States for Extradition

Chapter IV Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted for the purpose of ensuring normal extradition, strengthening international cooperation in punishing
crimes, protecting the lawful rights and interests of individuals and organizations, safeguarding national interests and maintaining
public order.

Article 2 This Law is applicable to extradition conducted between the People’s Republic of China and foreign states.

Article 3 The People’s Republic of China cooperates with foreign states in extradition on the basis of equality and reciprocity.

No cooperation in extradition may impair the sovereignty, security or public interests of the People’s Republic of China.

Article 4 The People’s Republic of China and foreign states shall communicate with each other through diplomatic channels for
extradition. The Ministry of Foreign Affairs of the People’s Republic of China is designated as the communicating authority for extradition.

Where in an extradition treaty there are special provisions to govern the communicating authority, the provisions there shall prevail.

Article 5 In handling cases of extradition, compulsory measures including detention, arrest and residential surveillance may, depending
on the circumstances, be taken against the person sought.

Article 6 The terms used in this Law are defined as follows:

(1) “the person sought” refers to the person for whom a request for grant of extradition is made by a requesting state;

(2) “the person extradited” refers to the person extradited from the requested state to the requesting state;

(3) “extradition treaty” refers to a treaty on extradition, which is concluded between the People’s Republic of China and a foreign
state or to which both the People’s Republic of China and a foreign state are parties, or any other treaty which contains provisions
in respect of extradition.

Chapter II

Request Made to the People’s Republic of China for Extradition

Section 1

Conditions for Extradition

Article 7 Request for extradition made by a foreign state to the People’s Republic of China may be granted only when it meets
the following conditions:

(1) the conduct indicated in the request for extradition constitutes an offence according to the laws of both the People’s Republic
of China and the Requesting State; and

(2) where the request for extradition is made for the purpose of instituting criminal proceedings, the offence indicated in the request
for extradition is, under the laws of both the People’s Republic of China and the Requesting State, punishable by a fixed term of
imprisonment for one year or more or by any other heavier criminal penalty; where the request for extradition is made for the purpose
of executing a criminal penalty, the period of sentence that remains to be served by the person sought is at least six months at
the time when the request is made.

If the request for extradition concerns miscellaneous offences which conform to the provisions of Subparagraph (1) of the preceding
paragraph, as long as one of the offences conforms to the provisions of Subparagraph (2) of the preceding paragraph, extradition
may be granted for all of those offences.

Article 8 The request for extradition made by a foreign state to the People’s Republic of China shall be rejected if:

(1) the person sought is a national of the People’s Republic of China under the laws of the People’s Republic of China;

(2) at the time the request is received, the judicial organ of the People’s Republic of China has rendered an effective judgement
or terminated the criminal proceedings in respect of the offence indicated in the request for extradition;

(3) the request for extradition is made for a political offence, or the People’s Republic of China has granted asylum to the person
sought;

(4) the person sought is one against whom penal proceedings instituted or punishment may be executed for reasons of that person’s
race, religion, nationality, sex, political opinion or personal status, or that person may, for any of those reasons, be subjected
to unfair treatment in judicial proceedings;

(5) the offence indicated in the request for extradition is a purely military offence under the laws of the People’s Republic of
China or the laws of the Requesting State;

(6) the person sought is, under the laws of the People’s Republic of China or the laws of the Requesting State, immune from criminal
responsibility because, at the time the request is received, the limitation period for prosecuting the offence expires or the person
is pardoned, or for other reasons;

(7) the person sought has been or will probably be subjected to torture or other cruel, inhuman or humiliating treatment or punishment
in the Requesting State;

(8) the request for extradition is made by the Requesting State on the basis of a judgement rendered by default, unless the Requesting
State undertakes that the person sought has the opportunity to have the case retried under conditions of his presence.

Article 9 The request for extradition made by a foreign state to the People’s Republic of China may be rejected if:

(1) the People’s Republic of China has criminal jurisprudence over the offence indicated in the request and criminal proceedings
are being instituted against the person or preparations are being made for such proceedings; or

(2) extradition is incompatible with humanitarian considerations in view of the age, health or other conditions of the person sought.

Section 2

Submission of the Request for Extradition

Article 10 The request for extradition made by the Requesting State shall be submitted to the Ministry of Foreign Affairs of
the People’s Republic of China.

Article 11 The Requesting State shall present a letter of request for extradition which shall specify:

(1) the name of the requesting authority;

(2) the name, sex, age, nationality, category and number of identification documents, occupation, characteristics of appearance,
domicile and residence of the person sought and other information that may help to identify and search for the person;

(3) facts of the offence, including the time, place, conduct and outcome of the offence; and

(4) legal provisions on adjudgement, measurement of penalty and prescription for prosecution.

Article 12 A letter of request for extradition submitted by the Requesting State shall be accompanied by:

(1) where extradition is requested for the purpose of instituting criminal proceedings, a copy of the warrant of arrest or other
document with the same effect; where extradition is requested for the purpose of executing criminal punishment, a copy of legally
effective written judgment or verdict, and where part of punishment has already been executed, a statement to such an effect; and

(2) the necessary evidence of the offence or evidentiary material.

The Requesting State shall provide the photographs and fingerprints of the person sought and other material in its control which
may help to identify that person.

Article 13 The letter of request for extradition and other relevant documents submitted by the Requesting State in accordance
with the provisions of this Section shall be officially signed or sealed by the competent authority of the Requesting State and be
accompanied by translations in Chinese or other languages agreed to by the Ministry of Foreign Affairs of the People’s Republic of
China.

Article 14 The Requesting State shall make the following assurances when requesting extradition:

(1) no criminal responsibility shall be investigated against the person in respect of the offences committed before his surrender
except for which extradition is granted, nor shall that person be re-extradited to a third state, unless consented by the People’s
Republic of China, or unless that person has not left the Requesting State within 30 days from the date the proceedings in respect
of the offence for which extradition is requested are terminated, or the person completes his sentence or is released before the
sentence expires, or after leaving the country the person has returned of his own free will; and

(2) where after submitting the request for extradition, the Requesting State withdraws or waives it, or it is a mistake for the Requesting
State to submit such a request, the Requesting State shall bear the responsibility for the harm thus done to the person.

Article 15 Where there is no extradition treaty to go by, the Requesting State shall make a reciprocity assurance.

Section 3

Examination of the Request for Extradition

Article 16 Upon receiving the request for extradition from the Requesting State, the Ministry of Foreign Affairs shall examine
whether the letter of request for extradition and the accompanying documents and material conform to the provisions of Section 2
in Chapter II of this Law and the provisions of extradition treaties.

The Higher People’s Court designated by the Supreme People’s Court shall examine whether the request for extradition made by the
Requesting State conforms to the provisions of this Law and of extradition treaties regarding conditions for extradition and render
a decision on it. The decision made by the Higher People’s Court is subject to review by the Supreme People’s Court.

Article 17 Where two or more states request extradition of the same person for the same or different conducts, the order of
priority of the request for extradition shall be determined upon considering the factors such as the time when those requests for
extradition are received by the People’s Republic of China and the fact whether there are extradition treaties between the People’s
Republic of China and the Requesting States to go by.

Article 18 Where the Ministry of Foreign Affairs, after examination, believes that the request for extradition submitted by
the Requesting State does not conform to the provisions of Section 2 in Chapter II of this Law or the provisions of extradition treaties,
it may ask the Requesting State to furnish supplementary material within 30 days. The time limit may be extended for 15 days at the
request of the Requesting State.

If the Requesting State fails to provide supplementary material within the time limit mentioned above, the Ministry of Foreign Affairs
shall terminate the extradition case. The Requesting State may make a fresh request for extradition of the person for the same offence.

Article 19 Where the Ministry of Foreign Affairs, after examination, believes that the request for extradition submitted by
the Requesting State conforms to the provisions of Section 2 in Chapter II of this Law and the provisions of extradition treaties,
it shall transmit the letter of request for extradition and the accompanying documents and material to the Supreme People’s Court
and the Supreme People’s Procuratorate.

Article 20 Where the person sought is detained for extradition before a foreign state makes a formal request for extradition,
the Supreme People’s Court shall, without delay, transmit the letter of request for extradition and the accompanying documents and
material it has received to the Higher People’s Court concerned for examination.

Where the said person is not detained for extradition before a foreign state makes a formal request for extradition, the Supreme
People’s Court shall, after receiving the letter of request for extradition and the accompanying documents and material, notify the
Ministry of Public Security to search for the person. Once finding the person, the public security organ shall, in light of the circumstances,
subject that person to detention or residential surveillance for extradition and the Ministry of Public Security shall notify the
Supreme People’s Court of the fact. Upon receiving the notification of the Ministry of Public Security, the Supreme People’s Court
shall, without delay, transmit the letter of request for extradition and the accompanying documents and material to the Higher People’s
Court concerned for examination.

Where, after searching, the public security organ is certain that the person sought is not in the territory of the People’s Republic
of China or it cannot find the person, the Ministry of Public Security shall, without delay, notify the Supreme People’s Court of
the fact. The latter shall, immediately after receiving the notification of the Ministry of Public Security, notify the Ministry
of Foreign Affairs of the results of the search, and the Ministry of Foreign Affairs shall notify the Requesting State of the same.

Article 21 Where the Supreme People’s Procuratorate, after examination, believes that the offence indicated in the request
for extradition or other offences committed by the person sought are subject to prosecution by a Chinese Judicial organ, although
criminal proceedings have not yet been instituted, it shall, within one month from the date the letter of request for extradition
and the accompanying documents and material are received, notify the Supreme People’s Court the Ministry of Foreign Affairs respectively
of its opinions to institute criminal proceedings.

Article 22 The Higher People’s Court shall, in accordance with the relevant provisions of this Law and of extradition treaties
regarding conditions for extradition, examine the request for extradition made by the Requesting State, which shall be conducted
by a collegial panel composed of three judges.

Article 23 When examining an extradition case, the Higher People’s Court shall hear the pleadings of the person sought and
the opinions of the Chinese lawyers entrusted by the person. The Higher People’s Court shall, within 10 days from the date it receives
the letter of request for extradition transmitted by the Supreme People’s Court, serve a copy of the letter to the person. The person
shall submit his opinions within 30 days from the date he receives the copy.

Article 24 After examination, the Higher Peoples’ Court shall:

(1) where the request for extradition made by the Requesting State is regarded as being in conformity with the provisions of this
Law and of extradition treaties, render a decision that the request meets the conditions for extradition. Where the person whose
extradition requested falls under the category for postponed extradition according to Article 42 of this Law, it shall be so specified
in the decision; or

(2) where the request for extradition made by the Requesting State is regarded not as being in conformity with the provisions
of this Law and of extradition treaties, render a decision that no extradition shall be granted.

Upon request by the Requesting State, the Higher People’s Court may, on condition that other proceedings being conducted in the territory
of the People’s Republic of China are not hindered and the lawful rights and interests of any third party in the territory of the
People’s Republic of China are not impaired, decided to transfer the property related to the case, while rendering the decision that
the request meets he conditions for extradition.

Article 25 After making the decision that the request meets the conditions for extradition or the decision that no extradition
shall be granted, the Higher People’s Court shall have it read to the person sought and, within seven days from the date it makes
the decision, submit the decision and the relevant material to the Supreme People’s Court for review.

Where the person sought refuses to accept the decision made by the Higher People’s Court that the request meets the conditions for
extradition, he and the Chinese lawyers entrusted by him may, within 10 days from the date the People’s Court has the decision read
to the person, submit their opinions to the Supreme People’s Court.

Article 26 The Supreme People’s Court shall review the decision made by the Higher People’s Court and shall do the following
respectively:

(1) where it believes that the decision made by the Higher People’s Court conforms to the provisions of this Law and of extradition
treaties, it shall approve it; and

(2) where it believes that the decision made by the Higher People’s Court does not conform to the provisions of this Law and of extradition
treaties, it may quash it and send the case back to the People’s Court which has originally reviewed it for fresh review, or modify
the decision directly.

Article 27 In the course of examination, the People’s Court may, when necessary, request through the Ministry of Foreign Affairs
that the Requesting State provide supplementary material within 30 days.

Article 28 After making the decision of approval or modification, the Supreme People’s Court shall, within seven days from
the date it makes the decision, transmit the letter of decision to the Ministry of Foreign Affairs and, at the same time, serve it
on the person sought.

After approving the decision or making the decision that no extradition shall be granted, the Supreme People’s Court shall immediately
notify the public security organ to terminate the compulsory measures against the person sought.

Article 29 After receiving the decision made by the Supreme People’s Court that no extradition shall be granted, the Ministry
of Foreign Affairs shall, without delay, notify the Requesting State of the same.

Upon receiving the decision made by the Supreme People’s Court that the request meets the conditions for extradition, the Ministry
of Foreign Affairs shall submit the decision to the State Council for which to decide whether to grant extradition.

Where the State Council decides not to grant extradition, the Ministry of Foreign Affairs shall, without delay, notify the Requesting
State of the same. The People’s Court shall immediately notify the public security organ to terminate the compulsory measures against
the person sought.

Section 4

Compulsory Measures for Extradition

Article 30 Where before making a formal request for extradition, a foreign state applies, under urgent circumstances, for keeping
in custody the person sought, the public security organ may detain the said person for extradition upon request by the foreign
state.

The request mentioned in the preceding paragraph shall be submitted through diplomatic channels or to the Ministry of Public Security
in written form and shall contain the following:

(1) the contents provided for in Articles 11 and 14 of this Law;

(2) statement of availability of the material provided for in Subparagraph (1), Article 12 of this Law; and

(3) statement that a formal request for extradition is to be made soon.

If the request is submitted through diplomatic channels, the Ministry of Foreign Affairs shall, without delay, transmit it to the
Ministry of Public Security. If the request is submitted to the Ministry of Public Security, the Ministry of Public Security shall
impart to the Ministry of Foreign Affairs information about the request.

Article 31 When the public security organ, in accordance with the provisions of Article 30 of this Law, takes measures to detain
the person for extradition, as requested, if the request is submitted to the Ministry of Pubic Security, the Ministry of Public Security
shall, without delay, notify the Requesting State of the fact; if the request is submitted through diplomatic channels, the Ministry
of Public Security shall notify the Ministry of Foreign Affairs of the fact an the latter shall, without delay, notify the Requesting
State of the same. When doing the notification through the above-mentioned channels, the time limit for submitting a formal request
for extradition shall be informed at the same time if the person has been detained for extradition as requested.

If, within 30 days after the public security organ takes the measure of detention for extradition, the Ministry of Foreign Affairs
receives no formal request for extradition from the foreign state, the public security organ shall terminate the detention for extradition.
At the request of the foreign state, the time limit may be extended for 15 days.

Where the detention for extradition is terminated in accordance with the provisions in the second paragraph of this Article, the
Requesting State may make a formal request for extradition of that person for the same offence afterwards.

Article 32 After receiving the letter of request for extradition and the accompanying documents and material, the Higher People’s
Court shall, without delay, make a decision to arrest the person for extradition, where normal extradition may be impeded if such
a measure is not taken. Where the measure of arrest for extradition is not taken against the person sought, a decision for residential
surveillance shall be made without delay.

Article 33 Detention for extradition, arrest for extradition and residential surveillance for extradition shall be executed by the
public security organs.

Article 34 The organ that takes a compulsory measure for extradition shall, within 24 hours after measure is taken, interrogate
the person against whom the compulsory measure for extradition is taken.

The person against whom a compulsory measure for extradition is taken may, beginning from the date the compulsory measure is taken,
employ Chinese lawyers for legal assistance. When executing the compulsory measure for extradition, the public security organ shall
inform that person of the above-mentioned right his is enpost_titled to.

Article 35 Where the person sought, who should otherwise be arrested for extradition, is seriously ill or is a woman who is
pregnant or is breast-feeding her own baby, residential surveillance may be taken against him or her.

Article 36 After making the decision to grant the extradition, the State Council shall, without delay, notify the Supreme People’s
Court of the decision. If the person sought is not arrested for extradition, the People’s Court shall immediately make a decision
to arrest that person for extradition.

Article 37 If the foreign state withdraws or waives the request for extradition, the compulsory measure taken against the person
sought shall be terminated immediately.

Section 5

Execution of Extradition

Article 38 Extradition shall be executed by the public security organs. Where the State Council decides to grant extradition,
the Ministry of Foreign Affairs shall, without delay, notify the Ministry of Public Security of the decision, and notify the Requesting
State to consult with the Ministry of Public Security for arrangements with regard to the time, place, manners for surrender of the
person sought and other matters related to execution of the extradition.

Article 39 Where extradition is to be executed in accordance with the provisions of Article 38 of this Law, the public security
organ shall, in accordance with the decision of the People’s Court, transfer the property related to the case to the Requesting State.

When extradition cannot be executed for reasons of death or escape of the person sought or for other reasons, the property mentioned
above may, all the same, be transferred to the Requesting State.

Article 40 Where, within 15 days from the date agreed on for surrender, the Requesting State does not take over the person
sought, it shall be regarded as waiving the request for extradition of its own accord. The public security organ shall immediately
release the person, and the Ministry of Foreign Affairs may refuse to accept any fresh request by the Requesting State for extradition
of the person for the same offence.

Where, for reasons beyond its control, the Requesting State fails to take over the person sought within the above-mentioned time
limit, it may request an extension of the time limit for not more than 30 days, or seek to negotiate for fresh arrangements for surrender
in accordance with the provisions of Article 38 of this Law.

Article 41 Where the person under extradition escapes back to the People’s Republic of China before criminal proceedings are
terminated or his sentence is served in the Requesting State, that person may be re-extradited upon a fresh request for extradition
made the Requesting State in respect of the same offence and the Requesting State need not submit the documents and material provided
for in Section 2 of this Chapter.

Section 6

Postponed and Temporary Extradition

Article 42 Where the judicial organ of the People’s Republic of China is, for other reasons, conducting criminal proceedings
or executing criminal punishment against the person sought, the State Council may decide to postpone the extradition while approving
it.

Article 43 If postponed extradition may seriously impede the criminal proceedings in the Requesting State, the person sought
may be extradited temporarily upon the request of the Requesting State on condition that the criminal proceedings being conducted
in the territory of the People’s Republic of China are not hindered and the Requesting State undertakes to send back that person
unconditionally and immediately after concluding the relevant proceedings.

The decision on temporary extradition shall be made by the State Council after obtaining consent of the Supreme People’s Court or
the Supreme People’s Procuratorate, as the case may be.

Section 7

Transit for Extradition

Article 44 Where extradition between foreign states involves transit through the territory of the People’s Republic of China,
the foreign states shall, in accordance with the relevant provisions of Article 4 and Section 2 of this Chapter of this Law, make
a request for such transit.

The preceding paragraph is not applicable where air transport is used for transit and no landing in the territory of the People’s
Republic of China is scheduled. In the event of an unscheduled landing, a request for transit shall be submitted in accordance with
the provisions of the preceding paragraph.

Article 45 The Ministry of Foreign Affairs shall, in accordance with the relevant provisions of this Law, examine the request
for transit made by a foreign state, and make a decision on whether to permit it or not.

The decision to permit transit or to refuse transit shall be notified to the Requesting State by the Ministry of Foreign Affairs
through the same channels as the ones through which the request is received.

After making the decision to permit transit, the Ministry of Foreign Affairs shall, without delay, notify the Ministry of Public
Security of the same. The Ministry of Public Security shall decide on such matters as the time, place and manners for the transit.

Article 46 The public security organ in the place of transit shall supervise or assist in the execution of transit for extradition.

The public security organ may provide a temporary place for custody upon the request of the Requesting State.

Chapter III

Request Made to Foreign States for Extradition

Article 47 When requesting a foreign state to grant extradition or transit for extradition, the adjudicative organ, procuratorate
organ, public security organ, state security organ or prison administration organ responsible for handling the case concerned in
a province, autonomous region and municipality directly under the Central Government shall submit its written opinions accompanied
by relevant documents and material with certified correct translation respectively to the Supreme People’s Court, the Supreme People’s
Procuratorate, the Ministry of Public Security, the Ministry of State Security and the Ministry of Justice. After the Supreme People’s
Court, the Supreme People’s Procuratorate, the Ministry of Public Security, the Ministry of State Security and the Ministry of Justice
have, respectively in conjunction with the Ministry of Foreign Affairs, reviewed the opinions and approved to make the request, the
request shall be submitted to the foreign state through the Ministry of Foreign Affairs.

Article 48 Under urgent circumstances, before a formal request for extradition is made, the request to take compulsory measures
against the person concerned may be submitted to the foreign state through diplomatic channels or other channels consented by the
Requested State.

Article 49 The instruments, documents and material required for request for extradition, for transit for extradition, or for
taking compulsory measures shall be submitted in accordance with the provisions of extradition treaties, or where there are no such
treaties or no such provisions in such treaties to go by, the provisions of Sections 2, 4 and 7 of this Chapter may be applied mutatis
mutandis, or where the Requested State raises specific requirements, those requirements may be complied with on condition that the
basic principles contained in the laws of the People’s Republic of China are not violated.

Article 50 Where the Requested State grants extradition with strings attached, the Ministry of Foreign Affairs may, on behalf
of the Government of the People’s Republic of China, make assurance on con

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China Laws

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS CONCERNING THE SUPPRESSION OF THE FALSIFICATION, COUNTERFEITING, AND ILLEGAL...

CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL CONCERNING HALTING THE DEVELOPMENT OF PYRAMID RETAILING

CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL CONCERNING THE COMPLETION OF FORMALITIES CONCERNING RATIFICATION AND APPROVAL OF INTERNATIONAL TREATIES AND AGREEMENTS

LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON SAFETY IN MINES

MINERAL RESOURCES LAW

REGULATIONS ON NUCLEAR EXPORT CONTROL

REPLY OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE ISSUE WHETHER ADMINISTRATIVE PENALTIES ARE APPLICABLE TO ENTERPRISES WITH FOREIGN INVESTMENT

INTERIM MEASURES FOR TRIAL CHINESE-FOREIGN EQUITY JOINT VENTURE OF TRAVEL AGENCIES

EXPERIMENTAL MEASURES FOR FOREIGN-FUNDED COMMERCIAL ENTERPRISES

COMPANIES LAW

MEASURES FOR THE INSPECTION ON IMPORTED VEHICLES

EXTRADITION LAW

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CONSTITUTION ACT, 1982 – page 7