RULES FOR THE IMPLEMENTATION OF THE INCOME TAX LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON CHINESE-FOREIGN EQUITY JOINT VENTURES

19801210The State Council19910701

The Ministry of Finance

Rules for the Implementation of the Income Tax Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures

The Ministry of Finance

December 14, 1980

(Approved by the State Council on December 10, 1980 , Promulgated by the Ministry of Finance on December 14, 1980)

Article 1

These Rules are formulated in accordance with the provisions of Article 17 of the Income Tax Law of the People’s Republic of China
for Chinese-foreign Equity Joint Ventures (hereinafter referred to as the “Tax Law”).

Article 2

“Income derived from production and business operations” mentioned in Article 1 of the Tax Law means income derived from production
and business operations in the fields of industry, mining, communications, transportation, agriculture, forestry, animal husbandry,
fisheries, poultry farming, commerce, tourism, catering, service trades and other fields of production and business operations.

“Other income” mentioned in Article 1 of the Tax Law means: income from dividends, bonuses, interest and income from the leasing
or transfer of property, patent rights, proprietary technology, trade mark rights, copyrights and other such property.

Article 3

“The local income tax of 10% of the assessed income tax” mentioned in Article 3 of the Tax Law means the local income tax computed
and imposed on the basis of the actual amount of the income tax paid by a joint venture.

A reduction or exemption from the local income tax because of special reasons shall be decided by the people’s governments of the
respective provinces, autonomous regions or municipalities directly under the Central Government in which the joint venture is located.

Article 4

A foreign partner in a joint venture which remits its share of profits obtained from the joint venture shall file a return with the
local tax authorities and the remitting agency shall withhold income tax of equal 10% of the amount remitted. Amounts not remitted
shall not be subject to tax.

Article 5

“The first profit-making year” mentioned in Article 5 of the Tax Law means the year in which a joint venture begins to realize profits
after the losses, if any, of the initial stage of its operation have been set off in accordance with the provisions of the Tax Law.

Article 6

A foreign partner in a joint venture which reinvests its share of profit obtained from the venture in the same venture or in other
Chinese-foreign equity joint ventures for a period of not less than 5 consecutive years may, on the basis of the certificate of enterprise
receiving such reinvestment, and upon examination, verification by and approval of the tax authorities to which payment of tax was
made, receive refund of 40% of the income tax already paid on the amount reinvested.

Article 7

The tax year of a joint venture refers to each year of the Gregorian calendar commencing January 1 and ending December 31.

Article 8

The taxable income shall be calculated according to the following formulas:

Industry:

manufacturing cost for the period = direct materials consumed in production for the period + direct labor + manufacturing expenses;

cost of the products manufactured for the period = inventory of semi-finished products and products in process at the beginning of
the period + manufacturing cost of the period – inventory of semi-finished products and products in process at the end of the period;

cost of products sold = cost of the products manufactured for the period + inventory the products at the beginning of the period –
inventory of the products at the end of the period;

not sales = gross sales – (sales returns + sales discounts and allowances);

profit on sales = net sales – cost of products sold – tax on sales – cost of sales – (selling expenses + overhead expenses);

taxable income = profit on sales + profit from other operations + non-operating income – non-operating expenses.

Commerce:

net sales = gross sales – (sales returns + sales discounts and allowances);

cost of sales = inventory of merchandise at the beginning of the period + [purchases of merchandise during the period – (purchase
returns + purchase discounts and allowances) + purchase expenses] -inventory of merchandise at the end of the period;

profit on sales = net sales – tax on sales – cost of sales – (selling expenses + overhead expenses);

taxable income = profit on sales + profit from other operations + non-operating income – non-business operating expenses.

Service trades:

net business income = gross business income – (tax on business income + operating expenses + overhead expenses);

taxable income = net business income + non-operating income – non-operating expenses.

Other lines of business: calculation shall be made with reference to the above formulae.

Article 9

The following items shall not be itemized as costs, expenses or losses in the calculation of the taxable income:

expenditures related to the acquisition or construction of machinery, equipment, buildings, facilities and other fixed assets;

expenditures related to the acquisition of intangible assets;

interest on equity capital;

income tax payments and local surtax payments;

fines for illegal business operations and losses caused by the confiscation of property;

penalties for the overdue payment of taxes and tax fines;

the portion of losses caused by windstorms, floods, fires and other such disasters, which is compensated by insurance proceeds;

donations other than those for public welfare and relief purposes; and

the portion of the business expenses incurred within the tax year in excess of either 3 thousandths of gross sales of 10 thousandths
of gross business income and entertainment expenses not relevant to production and business operations.

Article 10

The depreciation on fixed assets used by a joint venture shall be calculated on an annual basis. “Fixed assets of a joint venture”
means buildings, machinery, mechanical apparatuses, means of transport and other such production equipment having a useful life of
1 year or more. However, articles having a unit value of 500 yuan or less and a shorter useful life may be itemized as expenses on
the basis of actual consumption.

Article 11

The valuation of fixed assets shall be based on the original value.

For fixed assets regarded as investments, the original value shall be the price agreed upon by the parties at the time of investment.

For fixed assets that have been purchased, the original value shall be the purchase price plus transport expenses, installation expenses
and related expenses incurred prior to the use of the assets.

For fixed assets that have been manufactured or constructed by the venture, the original value shall be the actual expenses incurred
for manufacture or construction.

Article 12

In calculating depreciation of fixed assets, the salvage value shall be estimated and deducted from the original value; in principle,
the salvage value should be 10% of the original value. In the case of fixed assets for which it is necessary to retain a lower or
no salvage value, the matter shall be reported to the local tax authorities for approval.

Depreciation of fixed assets shall generally be calculated using the straight-line method of depreciation.

Article 13

In the calculation of depreciation, useful life of the various categories of fixed assets shall be as follows:

for houses and buildings, the minimum useful life shall be 20 years;

for railway rolling stock, boats and machinery and other production equipment the minimum useful life shall be 10 years; and

for electronic equipment and means of transport other than railway rolling stock and boats and ships, the minimum useful life shall
be 5 years.

Where, for special reasons, a joint venture needs to accelerate depreciation or change the method of depreciation, an application
may be submitted to the local tax authorities for examination and then transmitted level by level to the Ministry of Finance of the
People’s Republic of China for approval.

Article 14

Expenses incurred on technical innovation which result in an increase in the value fixed assets in use shall not be itemized as expenses.

No further depreciation shall be allowed for fixed assets which remain in use after having been fully depreciated.

Article 15

The balance of the proceeds realized by a joint venture from the disposal of fixed assets at current prices shall, after deduction
of the undepreciated amount or the salvage value, be entered into the profit and loss account for the current year.

Article 16

Intangible assets such as proprietary technology, patent rights, trade mark rights, copyrights, rights to the use of sites and other
special rights regarded as investments, shall be amortized starting with the first year of use on the basis of the amount specified
in the agreements or contracts; intangible assets acquired at a fixed price shall be amortized starting with the first year of use
on the basis of actual cost.

The above-mentioned intangible assets which have a specified period of use shall be amortized according to the specified period; intangible
assets without a specified period of use may be amortized over a 10 year period.

Article 17

Expenses incurred during the period of organization of a joint venture shall be amortized after the commencement of production or
operation; the amount amortized each year shall not exceed 20% of such expenses.

Article 18

Inventory of merchandise, raw materials, products in process of production, semi-finished products, finished products and by-products
shall be valued at cost. The joint ventures may choose one of the following methods of calculation: first-in first-out; moving average;
or weighted average. Where a change in the method of calculation is necessary, the matter shall be reported to the local tax authorities
for approval.

Article 19

Income tax to be paid in quarterly installments as stipulated in Article 8 of the Tax Low may be calculated on the basis of one-fourth
of either the planned annual profit for the current year or the actual income of the preceding year.

Article 20

Joint ventures, whether realizing profits or losses in a tax year, shall file their income tax returns and final accounting statements
with the local tax authorities within the prescribed period and shall include the audit statement of a certified public accountant
registered in the People’s Republic of China.

The accounting statements submitted by the domestic branches of a joint venture their head offices shall be filed at the same time
with the local tax authorities for the record.

Article 21

Joint ventures shall file tax returns within the time limit set by the Tax Law. In case of failure to submit the tax returns within
the prescribed time limit owing to special reasons, application shall be submitted to the local tax authorities within the said time
limit, and the time limit may be appropriately extended upon the latter’s approval.

The final day of the time limit for tax payment and that for filing tax returns may be postponed to the next business day if it falls
on a public holiday.

Article 22

Income earned by a joint venture in foreign currencies shall be taxed on the equivalent amount converted into Renminbi according to
the foreign exchange rate quoted by the State General Administration of Exchange Control on the day the receipt for payment of tax
is issued.

Article 23

In principle, joint ventures shall use the accrual method of accounting to calculate income and expenditure. All accounting records
shall be accurate and complete and shall be supported by valid vouchers as the basis for entries.

Article 24

The financial and accounting procedures of a joint venture shall be submitted to the local tax authorities for the record.

Where the financial and procedures of a joint venture are inconsistent with the provisions of the Tax Law, the tax liability shall
be determined according to the provisions of the Tax Law.

Article 25

The accounting vouchers, books, statements and reports adopted by joint ventures shall be kept in the Chinese language, or in both
Chinese and a foreign language.

Accounting vouchers, books, statements and reports shall be retained for at least 15 years.

Article 26

Forms of sales invoices and business receipts used by a joint venture shall be submitted to the local tax authorities for approval
prior to use.

Article 27

Officials assigned by the tax authorities to conduct investigation of the financial, accounting and tax affairs of a joint venture,
shall produce identification cards and undertake to maintain confidentiality.

Article 28

The tax authorities may, according to the seriousness of the case, impose a fine of 5,000 yuan or less on a joint venture which violates
the provisions of Article 9 , 11 or 12 of the Tax Law.

Article 29

The tax authorities may impose a fine of 5,000 yuan or less on a joint venture which has violated the provisions of paragraph 2 of
Article 25 , or Article 26 of these Rules.

Article 30

Notice of disposal of a violation shall be served in the cases in which the tax authorities impose a fine in accordance with provisions
of the Tax Law and these Rules.

Article 31

When a joint venture applies for reconsideration of a case in accordance with the provisions of Article 15 of the Tax Law, the tax
authorities concerned shall decide upon the disposition of the case within 3 months after receipt of the application.

Article 32

Income tax paid to foreign authorities by a joint venture or its branches on their income received outside China may be credited against
the amount of income tax to be paid by their head office upon presenting the foreign tax payment certificate. But the credit amount
shall not exceed the tax payable on the income received abroad computed according to the tax rate prescribed by China’s Tax Law.

Article 33

Standardized income tax returns and tax payment receipt to be used by joint ventures shall be printed by the General Taxation Bureau
of the Ministry of Finance of the People’s Republic of China.

Article 34

The right to interpret these Rules shall reside with the Ministry of Finance of the People’s Republic of China.

Article 35

These Rules shall enter into force on the same date of promulgation and effective date of the Income Tax Law of the People’s Republic
of China for Chinese-foreign Equity Joint Ventures.

The Ministry of Finance
1980-12-14

INTERIM MEASURES FOR IMPLEMENTATION OF THE REGULATIONS ON ACADEMIC DEGREES

Category	EDUCATION	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1981-05-20	Effective Date	1981-05-20

Interim Measures for Implementation of the Regulations of the People’s Republic of China on Academic Degrees

(Approved by the State Council on May 20, 1981, promulgated by the

Academic Degree Committee of the State Council)

Article 1 These Interim Measures are formulated in accordance with the
Regulations of the People’s Republic of China on Academic Degrees.

Article 2 Academic degrees shall be conferred in accordance with following
classes: Philosophy, Economics, Law, Pedagogy, Literature, History, Science,
Technology, Agronomy and Medical Science.

The Bachelor’s Degree

Article 3 The bachelor’s degree shall be conferred by those institutions
of higher learning authorized by the State Council.

The bachelor’s degree shall be conferred on the graduates from institutions
of higher learning who have finished with the various requirements of the
program on education and have been agreed to graduation through examination,
whose learning records and graduation dissertations (graduation projects and
graduation field works) show that they have had a relatively good grasp of
basic theories, specialized knowledge and basic skills in the discipline
concerned, and have had the preliminary ability to engage in a scientific
research work or to undertake a special technical work.

Article 4 In institutions of higher learning authorized to confer the
bachelor’s degree, the departments shall examine and approve the records, the
graduation appraisal and so on of every graduates, and submit those who have
met the Article 3 of these Measures and relevant rules to the institution’s
academic evaluation committee for listing holders of the bachelor’s degree.

In the institutions of higher learning that may not confer the bachelor’s
degree, the departments shall submit a list of the graduates who have attained
the bachelor’s academic standards to the institutions and, the institutions
shall, after approval, recommend to the nearby institutions of higher learning
authorized to confer the bachelor’s degree in the same system and location.
The relevant departments of institutions of higher learning authorized to
confer the bachelor’s degree shall examine and approve the graduates
recommended by institutions of higher learning that may not confer the
bachelor’s degree and submit those who have met the Article 3 of these Measures
and relevant rules to the institution’s academic evaluation committee for
listing holders of the bachelor’s degree.

Article 5 Those who are on the list of holders of the bachelor’s degree
shall be conferred the bachelor’s degree by the institutions of higher
learning authorized to confer the bachelor’s degree after they are examined
and approved by the institution’s academic evaluation committee of the
institutions of higher learning authorized to confer the bachelor’s degree.

The Master’s Degree

Article 6 The master’s degree shall be conferred by those institutions of higher learning or scientific research institutes authorized
by the State
Council.

Those who apply for a master’s degree shall submit an application, a
dissertation of applying for the master’s degree and so on to units
authorized to confer the academic degree (here in after referred to as
“degree-conferring units”) within the fixed period set by degree-conferring
units. Degree-conferring units shall, within two months after closing day of
application, conduct examination on these materials, make a decision on
whether or not approve the application, and notify the result to the applicant
and his unit.

Postgraduates who have completed their studies in units that are not
authorized to confer academic degree shall submit their respective units’s the
recommendation about applying for master’s degree when they apply for.

When those with qualifications equivalent to postgraduates apply for, they
shall submit a recommendation by two associate professors, professors or
specialists with qualifications equivalent to associate professors or
professors. With regard to applicants without academic credentials of the
institution of higher learning, the degree-conferring units may, before
accepting, take appropriate method to make examination on some required courses
for graduates of the institutions of higher learning.

Applicants shall not submit applications to two degree-conferring units
simultaneously.

Article 7 Examined courses and requirements for the master’s degree: (1)
Marxist theories, requiring a grasp of basic theories of Marxist. (2) basic
theories and specialized courses, generally three or four, requiring a firm
grasp of basic theories and systematic, specialized knowledge. (3) a foreign
language, requiring a being capable of reading relatively smoothly the foreign
materials in the discipline concerned.

Examinations in the required courses for the master’s degree taken by
postgraduates in degree-conferring units shall be arranged to process in
accordance with the above-mentioned requirements, and training projects.

Examinations in the required courses for the master’s degree taken by
postgraduates in units that are not authorized to confer academic degree shall
be organized to process by degree-conferring units. Those who have been
considered that their contents and records of examined courses taken in their
respective units are up to standard after the examination and approval by
degree-conferring units, may be exempt from some or all examinations in the
required courses for the master’s degree.

Examinations in the required courses for the master’s degree taken by
those with qualifications equivalent to postgraduates shall be organized to
process by degree-conferring units.

Those who apply for the master’s degree must pass the examinations in the
required courses, with the results up to the standard, before defending their
dissertations. Those failing in one required course examination may apply to
make up within half a year, if they fail again, the persons may not take
defending their dissertation.

Degree-conferring units trying the credit system shall decide the credits
in the required courses for the master’s degree in accordance with
above-mentioned requirements. Those who apply for the master’s degree may
take defending their dissertation after they have gotten the required credit.

Article 8 Dissertations for the master’s degree shall have new ideas
to the researched subject, and show the writers having the ability to engage
in the scientific research or to undertake independently a special technical
work.

Degree-conferring units shall invite one or two specialists in the
dissertation relating the discipline to evaluate the dissertation. Evaluating
persons shall write comment in detail on the dissertation, which shall be
referenced by the dissertation committee.

A dissertation committee for the master’s degree shall be formed by three
to five persons, among which there shall generally be specialists from other
units. The chairmen of the dissertation committee shall be taken by an
associate professor, a professor or a person qualifications equivalent to an
associate professor or a professor.

Decisions on whether or not to confer the master’s degree shall be made by
the dissertation committee in accordance with the defending result. Each
decision shall be adopted by secret ballot and with a two-thirds majority
of the committee members supporting, and then submitted to the academic degree
evaluation committee with the signature of the chairmen of the dissertation
committee. The meeting shall be recorded.

Persons failing in the defending their dissertations for master’s degree
may, with approval by the dissertation committee, modify their dissertations
within one year and take defending their dissertations again.

Article 9 If the majority of the members of the dissertation committee
for the master’s degree consider the applicant’s dissertation is up to
academic standards of doctor’s degree, they may, in addition to making a
decision to confer the master’s degree, put forward a proposal to units
authorized to confer the doctor’s degree, which shall handle the matter
pursuant to the relevant provisions in the part of the doctor’s degree of
these Interim Measures.

The Doctor’s Degree

Article 10 The doctor’s degree shall be conferred by those institutions
of higher learning or scientific research institutes authorized by the State
Council.

Those who apply for a doctor’s degree shall submit an application, a
dissertation of applying for the master’s degree and so on to
degree-conferring units within the fixed period set by degree-conferring units.
Degree-conferring units shall, within two months after closing day of
application, conduct examination on these materials, make decision on whether
or not approve the application, and notify the result to the applicant and his
unit.

When those with qualifications equivalent to doctors apply for, they shall
submit a recommendation by two professors or those with qualifications
equivalent to professors. With regard to applicants without the master’s
degree, the degree-conferring units may, before accepting, take appropriate
method to make examination on some required basic theories and specialized
courses for the master’s degree.

Applicants shall not submit applications to two degree-conferring units
simultaneously.

Article 11 Examined courses and requirements for the doctor’s degree:

(1) Marxist theories, requiring a relatively good grasp of basic theories
of Marxist.

(2) basic theories and specialized courses, requiring a firm and
comprehensive grasp of basic theories and systematic and profound specialized
knowledge in the discipline concerned. Range of examinations shall be examined
and approved by the academic degree evaluation committee of degree-conferring
units. Examinations of basic theories and specialized courses shall be taken
charge of by a examination committee formed by three specialists appointed by
the academic degree evaluation committee of degree-conferring units. The
chairmen of the examination committee must be taken by a professor, a associate
professor or a person qualifications equivalent to a professor or a associate
professor.

(3) two foreign languages, for the first, requiring a being capable of
reading smoothly the foreign materials in the discipline concerned and having
certain writing ability and, for the second, requiring a preliminary ability
to read foreign materials in the discipline concerned. For some subjects and
disciplines examined and approved by the academic degree evaluation committee
of degree-conferring units, only the examination in the first foreign language
is required.

Examinations in required courses for the doctor’s degree shall be arranged
to process in accordance with the above-mentioned requirements, and training
projects.

Article 12 Persons who apply for the doctor’s degree must pass the
examinations in the required courses for the doctor’s degree, with the results
up to the standard, before defending their dissertations.

Applicants for the doctor’s degree who have written important works or
made inventions, discoveries or other contributions to the development of
science or special technologies shall submit published books, inventions
appraisal or certificate and other materials to degree-conferring units, and
with a recommendation of two professors or those with qualifications
equivalent to professors and the examination and approval by degree-conferring
units in accordance with the article 11 in these Interim Measures, they may be
exempt from some or all examinations in the required courses for the doctor’s
degree.

Article 13 Dissertations for the doctor’s degree shall show that the
writers have the ability to engage in independently scientific researches and
have made creative achievements in science or special technologies. The
dissertation for the doctor’s degree or its summary shall be copied and
be submitted to relevant units three month before it is defended, and be
appraised by the specialists in the discipline concerned.

Degree-conferring units shall invite two specialists in the dissertation
relating the discipline to evaluate the dissertation, one of which shall
come from other units. Evaluating persons shall write comment in detail on the
dissertation, which shall be referenced by the dissertation committee.

Article 14 A dissertation committee for the doctor’s degree shall be
formed by five to seven persons, half of which or more shall be professors or
those with qualifications equivalent to professors. Among the committee
members there must be two or three specialists from other units. Generally,
the chairman of the dissertation committee shall be taken by a professor or a
person with qualifications equivalent to a professor.

Decisions on whether or not to confer the doctor’s degree shall be made by
the dissertation committee in accordance with the defending result. Each
decision shall be adopted by secret ballot and with a two-thirds majority
of the committee members supporting, and then submitted to the academic degree
evaluation committee with the signature of the chairmen of the dissertation
committee. The meeting shall be recorded.

Generally, the dissertation defending for doctor’s degree shall be
carried out in public. The dissertation for the doctor’s degree or its summary
shall be published publicly (except secret disciplines).

Persons failing in the defending their dissertations for doctor’s degree
may, with approval by the dissertation committee, modify their dissertations
within two year and take defending their dissertations again.

Article 15 If the members of the dissertation committee for the doctor’s
degree consider that the applicant’s dissertation has not attained the
academic standards of the doctor’s degree but has attained the academic
standards of master’s degree, and the applicant has not gotten the
master’s degree in the subject concerned, the dissertation committee for the
doctor’s degree may make the decision to confer the master’s degree and submit
to the dissertation committee.

The Honorary Doctor’s Degree

Article 16 The honorary doctor’s degree shall be conferred by those units
authorized to confer the doctor’s degree by the State Council.

Article 17 The honorary doctor’s degree shall be conferred after the
academic degree evaluation committee of the degree-conferring units has
discussed and approved, and submit to the Academic Degree Committee of the
State Council for approval.

The Academic Degree Evaluation Committee

Article 18 The academic degree evaluation committees of degree-conferring
units shall do their following duty in accordance with the limits to conferring
the degree that are approved by the State Council:

(1) examining and approving the list of applicants for the master’s degree
and the doctor’s degree;

(2) deciding the examined subjects for the master’s degree and the number
of those subjects and examined range of basic theories and specialized courses
for the doctor’s degree, and examining and approving the list of the
dissertation committee members;

(3) approving the list of those who are to be conferred with the
bachelor’s degree;

(4) making the decision to confer the master’s degree;

(5) examining and approving the list of applicants for the doctor’s degree
who are exempt from some or all examinations in the required courses for the
doctor’s degree;

(6) making the decision to confer the doctor’s degree;

(7) approving the list of those who are to be conferred with the honorary
doctor’s degree;

(8) making the decision to cancel the degree that is conferred by
violating regulations; and

(9) studying and settle the disputes over the degree conferring and other
related matters.

Article 19 An academic degree evaluation committees of the
degree-conferring unit shall be formed by nine to twenty five persons. The
term of the committee members shall be two to three years. The committee shall
include the main persons in charge of the degree-conferring units and the
persons engaging in teaching and researching work in the degree-conferring
units.

For institutions of higher learning authorized to confer the bachelor’s
degree, the teaching personnel in the academic degree evaluation committee
shall be selected from teachers above lecturer in the institutions. For units
authorized to confer the bachelor’s, master’s and doctor’s degrees, the
teaching and reaching work personnel in the academic degree evaluation
committee shall be selected from associate professors, professors or those
with qualifications equivalent to associates professors or professors in the
units. For units authorized to confer the doctor’s degree, at least half of
the academic degree evaluation committee members shall be professors or those
with qualifications equivalent to professors.

The chairman of the academic degree evaluation committee shall be taken by
the main person in charge of the degree-conferring units with the post_title of
professor, associate professor or the qualifications equivalent to professor
or professor. (President of the institution of higher learning, Vice-presidents
in charge of teaching, researching and postgraduate work, or the equivalent
persons in researching units).

The academic degree evaluation committee may set the academic degree
evaluation sub-committees in accordance with classes of the discipline. A
sub-committee shall be formed by five to fifteen person, the term of which are
two to three years. The chairman of a sub-committee shall be taken by a
member of the academic degree evaluation committee. The sub-committees shall
assist the academic degree evaluation committee in their work.

The list of the members of the academic degree evaluation committee shall
be submitted by the degree-conferring unit to the competent department for
approval, and the competent department shall submit it to the Academic Degree
Committee of the State Council for the record.

Academic degree evaluation committees shall engage necessary full-time or
part-time personnel for handling routine business.

Article 20 Degree-conferring units shall annually submit the number of
persons who are conferred with the bachelor’s degree, the list of persons who
are conferred with the master’s degree and the doctor’s degree and related
materials to the competent department and the Academic Degree Committee of the
State Council for the record.

Miscellaneous Provisions

Article 21 Bachelor’s degree applications by the foreign students
studying in China shall be handled by following the provisions of Article 3
and other relevant regulations in these Interim Measures.

Applications of the master’s degree and the doctor’s degree by the foreign
students studying in China shall be handled by following the relevant
regulations in these Interim Measures.

Article 22 The bachelor’s degree certificate format shall be formulated
by the Ministry of Education. The master’s degree or the doctor’s
degree certificate format shall be formulated by the Academic Degree Committee
of the State Council. The certificates of the academic degrees shall be issued
by the degree-conferring units.

Article 23 A copy of passed dissertation for the master’s degree and that
for the doctor’s degree shall be deposited in the library of the
degree-conferring unit, in addition, a copy of passed dissertation for the
doctor’s degree shall be deposited in the Beijing Library and other
respectively library.

Article 24 Persons at work who apply for the master’s degree or the
doctor’s degree, after degree-conferring units have examined and approved their
participating in courses examinations and taking the dissertation defending,
may enjoy a vacation not more than two months for the examination or defending.

Article 25 Degree-conferring units may, in accordance with these Interim
Measures, make rules for the degree-conferring work of their own units.

PROVISIONAL REGULATIONS, ISSUED BY THE GENERAL BUREAU OF INDUSTRIAL AND COMMERCIAL ADMINISTRATION OF THE PEOPLE’S REPUBLIC OF CHINA, ON THE STANDARDS OF REGISTRATION FEES TO BE PAID BY JOINT VENTURES USING CHINESE AND FOREIGN INVESTMENT

PROVISIONS CONCERNING THE ADMINISTRATION OF FOREIGNERS TRAVELING IN CHINA

Category	TOURISM	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1982-10-09	Effective Date	1982-10-09

Provisions Concerning the Administration of Foreigners Traveling in China

(Approved and transmitted by the State Council and the Central Military

Commission on October 9, 1982, promulgated by the Ministry of Public
Security, the Headquarters of the General Staff, the Ministry of Foreign
Affairs and the National Tourism Administration)

In line with the spirit of safeguarding national security
and guarding state secrets while appropriately and step-by-step
relaxing restrictions for foreigners’ traveling in China, these
Provisions are formulated in order to meet the needs of China’s
open door policy and to simplify the examination and approval
procedures for foreigners traveling in various areas of China.

1. Requirements for Open Areas:

(1) Scenic spots or historical sites which have a tourist
value to foreigners and are worth opening, or large or medium-
sized cities with economic, cultural or scientific and
technological exchanges with foreign countries;

(2) A stable public order and good transportation
conditions;

(3) Reception conditions (including interpreters, tourist
guides, accommodations, vehicles and the provision of non-staple
foods, ect.); and

(4) Those areas not in any restricted military zone.

2. Examination and Approval Procedures for Open Areas:

An area satisfying the requirements for open areas may
become a national open area with the consent of the people’s
government of the province, autonomous region or municipality
directly under the central government in consultation with the
relevant military area command and after review and approval by
the State Council; the closure of a city or area in the event of
a natural disaster or military operation shall be submitted by
the people’s government of the province, autonomous region or
municipality directly under the central government and the
military area command to the State Council and the Central
Military Commission for examination and approval.

The Ministry of Public Security shall undertake the work of
examination and approval for the opening and closing of areas,
and shall collect and publish such information.

3. Areas which may be open to foreigners are classified into
the following categories:

(1) Category I: Neither a travel certificate nor advance
notice is required for foreigners going to areas of this
category. Twenty-eight cities and one county are now included in
this category:

Beijing City, Tianjin City, Shanghai City, Qinhuangdao City,
Taiyuan City, Shenyang City, Changchun City, Harbin City, Nanjing
City, Suzhou City, Wuxi City, Hangzhou City, Jinan City, Qingdao
City, Zhengzhou City, Kaifeng City, Luoyang City, Wuhan City,
Changsha City, Guangzhou City, Foshan City, Zhaoqing City,
Nanning City, Guilin City, Xi’an City, Chengdu City, Chongqing
City, Kunming City and Lunan County (Stone Forest).

(2) Category II (see the Appendix): Includes areas which
are already open, under controlled opening or are newly opened
and which are not included in Category I. A travel certificate is
still required for foreigners going to areas of this category,
and applications for certificates are generally approved.

(3) Category III: Includes ordinarily non-open areas where
foreigners often go to make investigations, carry out scientific
and technological exchanges, on-site construction or other
official business. Relevant foreigners may be allowed to go to
these areas, provided that they shall apply for a travel
certificate. The list of areas of this category shall be examined
and approved by the various military area commands, and shall be
collected and related by the Ministry of Public Security to the
relevant departments and public security organs of the various
localities.

(4) Category IV: Includes non-open areas other than those of
Category I, II and III. Where any foreigner needs to go to an
area of this category, the reception organization shall in
advance ask for the consent of the people’s government of the
relevant province or autonomous region and the relevant military
area command, and then apply for travel certificates to the
public security organ.

4. Important military installations in areas of Category I or
II shall be delimited as non-open areas.

5. Travels by personnel of diplomatic missions to China or
resident agencies of international organizations shall generally
be dealt with in accordance with these Provisions, or if
circumstances require, on the basis of reciprocity.

6. Foreigners traveling in China shall not use their own
vehicles except traveling between Beijing and Tianjin.

7. Reception organizations and relevant personnel shall
arrange foreigners’ activities in non-open areas in accordance
with the prescribed routes and limitations, and shall not alter
them at will.

8. For Chinese-foreign equity joint venture projects,
Chinese-foreign contractual joint ventures or for any
Chinese-foreign joint investigations in non-open areas that
involve more than one province, autonomous region or municipality
directly under the central government, the opinion of the Ministry
of Public Security shall be sought beforehand; those involving one
military area command shall obtain the consent of the military
area command; those involving more than one military area command
shall, in addition, seek the opinion of the Headquarters of the
General Staff, and then go through the prescribed procedures for
examination and approval.

9. Foreign Chinese visiting relatives or traveling to non-
open areas shall be dealt with in accordance with the provisions
of the Report for Instructions Regarding Lifting the Restrictions
for Travel by Overseas Chinese and Compatriots from Hong Kong and
Macao submitted by the Ministry of Public Security and approved
by the State Council and the Central Military Commission in 1980.

10. Localities and organizations involving national security
shall do their best at security work. Those areas and locations
involving national security or precious relics under the state’s
priority protection which may not be photographed or video-taped
shall be made known to the accompanying persons and foreigners in
advance.

11. These Provisions shall go into effect on the date of
approval. In case of discrepancy between any existing relevant
provisions and these Provisions, the latter shall be regarded as
authoritative.

    Appendix:  Areas of Category II

——————————————————————————
Areas Already Open           |  Areas Newly Opened |   Open
Areas Determined
or under Controlled Opening  |
|   by Provinces and

Chengde City |
| Gangnan Reservoir)

Zhuoxian County |
| Zhaoxian County

Zunhua County |
| (Zhaozhou Bridge)

(Dongling) |
| Zunhua County (Shashiyu)

|                     |
Shanxi: Datong City          |
|

|                     |
Inner Monloglia: Baotou City |
|

Hohhot City |
|

|                     |
Liaoning: Dalian City        | Jinzhou City        |

Anshan City | Dandong City |

Fushun City | Liaoyang
City |

| Yingkou City |

| Benxi City |

|                     |
Jilin: Jilin City            | Antu County
|

|(Changbaishan Nature |

| Reserve) |

|                     |
Heilongjiang: Daqing City    | Qiqiha’er City      |

| Mudanjiang City |

| Jiamusi City |

| Yichun City |

|                     |
Jiangsu: Xuzhou City         |
|

Yangzhou City |
|

Changzhou City |
|

Zhenjiang City |
|

Lianyungang City |
|

Huai’an County |
|

Yixing County |
|

|                     |
Zhejiang: Shaoxing City      |
|

Ningbo City |
|

Wenzhou City |
|

Deqing County |
|

(Mt. Moganshan) |
|

|                     |
Anhui: Hefei City            | Bengbu City
|

Wuhu City | Tunxi City |

Ma’anshan City |
|

Qingyang County |
|

(Mt. Jiuhuashan) |
|

Huangshan Tourist |
|

Zone |
|

|                     |
Fujian: Fuzhou City          |
| Wuyishan Tourist Zone

Quanzhou City |
|

Zhangzhou City |
|

Xiamen City |
|

|                     |
Jiangxi: Nanchang City       | Pengze County       |

Jingdezhen City | (Longgong Caves) |

Jiujiang City |
|

(including |
|

Mt. Lushan) |
|

Jinggangshan County |
|

|                     |
Shandong: Yantai City        |
|

Zibo City |
|

Tai’an City |
|

Qufu County |
|

Kenli County |
|

(Shengli Oil Field) |
|

|                     |
Henan: Anyang City           |
| Sanmenxia City

Xinxiang City |
| Xinxiang County

Linxian County |
| Huixian County

Gongxian County |
| Yuxian County

Xinyang City |
|

(Mt. Jigongshan) |
|

|                     |
Hubei: Shashi City           | Yichang City        |

Xiangfan City | Jiangling County |

Xianning City |
|

Junxian County |
|

(Danjiang River) |
|

|                     |
Hunan: Yueyang City          | Hengshan County     |

Hengyang City | (Hengshan Tourist
|

Xiangtan City | Zone)
|

Xiangtan County |
|

(Shaoshan) |
|

|                     |
Guangdong:                   | Shenzhen
City       | Qingyuan County

| Zhuhai City | Xinhui County

| Jiangmen City |

| Haikou City |

| Nanhai County |

| Zhongshan County |

| Shunde County |

Binyang County |
| Lingchuan County

Guiping County |
| (Qingshitan Reservoir)

| | Yongning
County

| |(Wukuang
People’s Commune)

|                     |
Sichuan: Leshan City         |  Xindu Count

REGULATIONS ON THE ARBITRATION OF DISPUTES OVER ECONOMIC CONTRACTS

Regulations of the PRC on the Arbitration of Disputes Over Economic Contracts

(Effective Date 1983.08.22)

CONTENTS

CHAPTER I GENERAL PRINCIPLES

CHAPTER II JURISDICTION

CHAPTER III ORGANISATION

CHAPTER IV PROCEDURES

CHAPTER V APPENDIX

CHAPTER I GENERAL PRINCIPLES

Article 1. Pursuant to the “Economic Contract Law of the People’s Republic of China”, the present regulations are hereby formulated to correctly
handle disputes over economic contracts, protect the legitimate rights and interests of disputing parties and maintain social and
economic order.

Article 2. The State General Administration for Industry and Commerce and the economic contract arbitration boards established by local administrations
for industry and commerce are organs of arbitration for economic contracts.

Article 3. Arbitration organs shall handle cases of disputes over economic contracts within their terms of reference and practise the system
of arbitration award being final and conclusive.

Article 4. In handling cases of disputes over economic contracts, organs of arbitration upholds the principle of carrying out investigations
to find out facts and abide by the laws, administrative regulations and policies of the state. Disputing parties are equals in the
application of the law and they are ensure of exercising equal rights.

Article 5. In places where minority nationality people live in compact community,languages, oral or written, of local minority people shall
be used in mediating, arbitrating and writing mediation documents and arbitration awards. Disputing parties who do not understand
local languages commonly in use by local minority nationalities shall be provided with interpreters.

Article 6. Disputing parties should apply for arbitration with the organs of arbitration within one year starting from the date when they get
to know or ought to have known that their rights have been encroached upon. But no time limit is imposed on cases where the party
which has encroached upon the rights of others is willing to assume liabilities.

Article 7. Disputing parties or their legal representatives may entrust one or two persons to take action on their behalf. In entrusting others
to take action, they must present to the arbitration board a power of attorney which should specify matters to be entrusted and their
terms of reference.

Article 8. The regulations apply to disputes over economic contracts between legal persons as well as to disputes over economic contracts signed
by legal persons with self-employed or rural peasants.

CHAPTER II JURISDICTION

Article 9. Cases of disputes over economic contracts shall be handled by arbitration organizations in places where the contracts are implemented
or signed. If there is difficulty in execution, it may be referred to arbitration organizations in places of the accused.

Disputes over construction engineering contracts shall be handled by arbitration organizations in places where the project is built.

Disputes over economic contracts arising from the course of transportation by rail,road, water or through transport, shall be handled
by arbitration organizations in places where the transportation control organization responsible for handling the cases are located.

Disputes over economic contracts arising from air transport shall be handled by arbitration organizations in places where the contracts
are signed, or where the goods are dispatched or the place of destination or where the accidents occur.

Article 10. Disputes over economic contracts shall be handled by arbitration organizations of counties (cities) and city districts, with the
exception of the following cases:

(1) Cases that have a big influence or involve a sum of over 500, 000 to 5 million Yuan shall be handled by arbitration organizations
of cities under the direct administration of provinces, or prefectures and autonomous prefectures;

(2) Major economic disputes of great impact or involving a sum of 5 million to 10 million yuan shall be handled by provincial, municipal
or autonomous regional arbitration organizations;

(3) Disputes over economic contracts that will have great impact nationwide or disputes between provinces,municipalities and autonomous
regions or between central departments on the one hand and provinces, municipalities or autonomous regions on the other or between
central departments and involve a sum of above 10 million yuan shall be handled by the arbitration board of the State Administration
for Industry and Commerce.

Article 11. Arbitration organizations at a higher level have the right to handle cases within the jurisdiction of arbitration organizations
at a lower level and they may also hand over cases within their own jurisdiction down to arbitration organizations at a lower level.

Arbitration organizations at a lower level may submit cases within their jurisdiction to arbitration organizations at a higher level
if they deem it necessary.

Article 12. Cases within the jurisdiction of two arbitration organizations may be accepted by the arbitration organization which first received
the letter of appeal.

Arbitration organizations shall not accept cases where one of the disputing parties has applied for arbitration while the other has
brought the cases before the law court.

Article 13. Disputes arising from jurisdiction shall be settled through Consultation between disputing parties. Should consultation fails, the
cases should be submitted to arbitration organizations at a higher level to decide on jurisdiction.

CHAPTER III ORGANIZATION

Article 14. Economic contract arbitration boards of the state administration for industry and commerce at all levels are composed of one chairman,
one to two vice-chairmen and a number of members. The chairman, vice-chairmen and members of the arbitration boards should be assumed
by people with rich experience and professional knowledge.

Economic contract arbitration boards designate a number of arbitrators to handle cases of disputes over economic contracts.

Article 15. Arbitration organizations at all levels may appoint according to needs part-time arbitrators from among prominent figures, professional
technicians or judicial workers as part-time arbitrators, who shall enjoy equal rights with professional arbitrators in fulfilling
their duties.

Part-time arbitrators should have the support of their own units in performing their duties.

Article 16. In handling cases of disputes over economic contracts, arbitration organizations shall form arbitration tribunals each composed
of two arbitrators and one umpire appointed by the arbitration board concerned.

In discussing cases, the arbitration tribunal should follow the principle of the minority subordinating to the majority. Records should
be kept for the discussions and signed by members of the tribunal. Differences of opinions should be faithfully recorded.

Difficult cases may be submitted for discussion and decision by the arbitration boards. The decisions by the arbitration boards shall
be executed by the tribunals.

Simple cases may be handled by one arbitrator appointed.

Article 17. If any member of the arbitration tribunal is deemed unsuitable for handling a case, he should apply for “withdrawal”, If any of
the disputing parties discovers any member of the tribunal is associated with the case, it has the right to apply, orally or in writing,
for his or her withdrawal.

Article 18. The withdrawal of the umpire shall be determined by the arbitration board. The withdrawal of arbitrators shall be decided by the
Chairman or vice-chairmen of the arbitration board.

An arbitration organization may inform the disputing parties orally or in written form of its decision on withdrawal.

CHAPTER IV PROCEDURES

Article 19. Application should be filed with the arbitration organization for arbitration according to the provisions of the regulations and
duplicated copies of the application should be provided according to the number of people accused.

The application must specify the follow items:

(1) Name and address of the accuser, name and function of the legal representative.

(2) Name and address of the accused, name and function of the legal representative.

(3) Reasons and claims of the application.

(4) Evidence and the name and address of witnesses.

Article 20. The arbitration organization should put the case on file for investigation and prosecution within seven days after the application
for arbitration is received if it proves in conformity with the provisions of the present regulations after examination. If the
application does not accord with the provisions, the accuser should be notified within seven days of the unacceptability of the case,
with reasons stated.

After a case is accepted, the duplicates of the application should be delivered to the accused within five days from the date of acceptance.
The accused should, within 15 days of the receipt of the duplicates of the application presents a letter of reply and related evidence.

The handling of a case is not affected whether the accused has presented the letter of reply or not within the prescribed period of
time.

Article 21. An arbitrator must make a careful study of the application, reply and carry out investigations to collect evidence.

In order to obtain evidence, an arbitration organization may request the permission to examine files related to the case, data and
original vouchers or documents related to the case. The units concerned should present the materials as they are and assist it in
the investigations and, if necessary, produce certificates.

Arbitration organizations must keep secret evidences involving state secrets.

Article 22. When conducting the spot survey or technical examinations, the disputing parties and personnels involved should be informed present;
if necessary, the arbitration organization can ask for help from the personnels of the departments concerned.

The records on the spot survey and technical examinations should specify the time, place and the result of the survey or examination
and have the signatures or seals of the personnel involved in the survey or examination.

If a unit is entrusted to carry out the technical examination by an arbitration organization, it should conduct the testing according
to the item and standards as entrusted.

Article 23. If an arbitration organization is required to carry out the investigations, items and requirements should be specified. The arbitration
organization entrusted should conduct the investigations carefully and may carry out additional investigations within the required
limits and gives a timely reply. If the investigations cannot be carried out within 3 days after the letter of trust is received,
the trustee must notify the trustee of it while continuing the investigations and striving for an earliest possible reply.

Article 24. While the handling of a case is in process, the arbitration organization may rule to take measures to prevent more serious property
losses according to the applications of the disputing parties. Measures to save from damage is confined to the property within the
scope covered by arbitration as applied or associated with the case.

In deciding measures to save damage,the arbitration organization may demand the applicant of providing a guarantor. If the applicant
refuses to provide the guarantor, the application shall be turned down.

If the applicant loses the case, he should compensate for the losses in property inflicted by taking the measures to save from damage.

Measures to save from damage may include termination of the execution of the contract, sealing up and detain the goods, selling of
the goods difficult to preserve and keeping the proceeds, ordering the object of application to provide a guarantor or other methods
allowed by law.

Article 25. An arbitration organization should first exercise mediation in handling a case, either by an arbitrator or by an arbitration tribunal.

Article 26. An arbitration organization should mediate on the basis of finding out facts and affixing responsibilities so as to promote mutual
understanding and reach agreement.

The agreement should be reached on a voluntary basis and should not be forced upon the disputing parties.

The contents of the agreements shall not violate the law, administrative regulations or other rules and regulations and policies or
at the expense of the public interests or the interests of others.

Article 27. When an agreement is reached through mediation, a letter of mediation should be written, which should specify the names and addresses
of the disputing parties and the names and addresses of the representatives or agents, main facts about the disputes, responsibilities,
contents of agreement and the bearer of expenses. The letter of mediation should have the signatures of the disputing parties, the
arbitrators and the secretaries and the seal of the arbitration organization.

Article 28. When the mediation letter is delivered, the disputing parties should automatically observe it.

Article 29. If no agreement is reached through mediation or one disputing party or both parties have backed up their commitments, the arbitration
tribunal should conduct arbitration.

Article 30. Before an arbitration tribunal hears a case, the disputing parties should be informed in written form of the time, place of the
hearing of the tribunal. If any of the disputing parties refuses to show up at the tribunal without justifiable reasons after it
is informed twice, arbitration may be conducted by default.

Article 31. In hearing a case, the umpire should announce the list of arbitrators and secretaries and ask whether the disputing parties request
withdrawal.

The tribunal should carefully listen to the statements and replies of the disputing parties and the presenting of evidences, then
inquire about for the last time the opinions of the accuser, the accused in that order before another round of mediation is carried
out. If the mediation still fails, arbitration awards shall be passed after discussion by the tribunal.

Article 32. Arbitration awards should specify:

(1) The names, addresses of the representatives or agents of the accuser and the accused.

(2) Reasons for application, facts about the disputes and claims.

(3) Facts established by the ruling, reasons and the law provisions applied.

(4) Result of the ruling and the bearer of the arbitration fees.

(5) Time limit for appeal if the ruling is not accepted.

The arbitration awards must be signed by the arbitrations and sealed by the arbitration organizations.

Article 33. If one of the disputing parties or both refuse to accept the arbitration award, he or they may bring the case before the people’s
court within 15 days from the date of receiving the arbitration award. If no action is taken within the prescribed time limit, the
arbitration award becomes legally binding.

Article 34. If the chairman or vice-chairmen of the economic contract arbitration board find there is indeed errors in the ruling which has
already become legally binding, he or they may submit it for discussion and decision by the economic contract arbitration board if
a re-arbitration is necessary.

If an arbitration organization at a higher level discovers errors in an arbitration award that has already become legally binding,
it has the right to revoke the award and demand re-arbitration.

A new arbitration tribunal should be formed in re-arbitration.

Article 35. Parties to an economic contract should automatically implement the mediation instruments or arbitration awards that have already
become legally binding according to regulations. If one party refuses to implement within the prescribed time limit, the other party
may apply for enforcing the implementation with the people’s court within its jurisdiction.

CHAPTER V APPENDIX

Article 36. Disputing parties shall be charged arbitration fees, which include acceptance fees and handling fees.

Case handling fees (including fees for testing, survey and investigation, examination, travel expenses and the subsidy for witnesses
for absence in work) should be paid in the actual amount spent.

Case acceptance fees are paid in advance by the applicant.

After the case is completed, the arbitration fees should be borne by the losing party. If the disputing parties partially lose or
win, the expenses should be borne according to a certain percentage each.

The standard of arbitration fees shall be fixed by the State Administration for Industry and Commerce.

Article 37. If the mediation works, the arbitration fees should be borne by both parties through consultation.

Article 38. The present regulations becomes effective from the date of promulgation. Other regulations on economic contract arbitration promulgated
by the people’s governments at all levels and State Council departments shall be superseded.

REGULATIONS ON LABOR MANAGEMENT IN THE XIAMEN SPECIAL ECONOMIC ZONE

Regulations on Labor Management in the Xiamen Special Economic Zone

(Effective Date 1984.07.14)

Article 1. The present regulations are formulated in accordance with the relevant laws and decrees of the People’s Republic of China.

Article 2. SEZ enterprises decide their own labor plans and composition of their staff and report to the Xiamen City Bureau of Labor for the
record.

Article 3. The workers and staff members of an enterprise may be recruited by the enterprise itself or may be recommended by the labor service
company of the special economic zone, and shall be selected by the enterprise through examination on the strength of their individual
qualifications.

Those recruited may undergo a probation period lasting three to six months.

Article 4. SEZ enterprises should not employ school children or those under 16, and if they recruit those from the rural areas or inland areas,
they must have the approval of the Xiamen City Bureau of Labor.

Article 5. SEZ enterprises should conclude contracts with workers and staff members for their employment. The labor contract should include
terms on the following: employment, dismissal, resignation of the workers and staff members, contract duration, job responsibilities
in production and other work, wages, rewards and punishment, working time and vacations, labor insurance and welfare, labor protection
and discipline. The labor contracts must be reported to the Xiamen City Bureau of Labor for the record.

Article 6. SEZ enterprises have the right of management over their own employees in accordance with the terms of the labor contracts. The
employees enjoy all the rights protected by law and stipulated in the contracts.

Article 7. The structure and scale of wages, and the ways of reward and subsidy for the workers and staff members are determined by the SEZ
enterprises themselves.

Article 8. The labor insurance system the SEZ practises is one which is provided by a social labor insurance fund.

SEZ enterprises must each contribute every month to a social labor insurance fund the equivalent of 25% of the enterprise’s total
monthly wages of the Chinese workers. Payment of the contribution is to be made to the organization designated by the Xiamen City
People’s Government to be used as pension for the retired, spendings for funerals of those whose death is due to causes other than
accidents, pension for the disabled or for the family of the deceased, medical fee for the retired, and allowance for those waiting
for re-employment after dismissal.

Article 9. SEZ enterprises should draw a certain amount of money from their profits to be paid into a workers’ welfare fund for such purposes
as welfare, medical care and assistance for those who are in difficulty.

Article 10. SEZ enterprises must each take out an employer responsibility policy at the insurance company designated by the Xiamen City People’s
Government. On-the-job injuries, disability and deaths and occupational diseases of workers and staff members shall be handled by
the insurance company in accordance with relevant regulations.

Article 11. SEZ enterprises follow the six-day work-week and eight-hour work-day practice. Overtime work must not be longer than 12 hours a
week and extra pay will not be lower than 150% of the wage of the individual concerned and extra pay for those who work on holidays
will not be lower than 200% of the wage.

Article 12. Public holidays and paid vacations of the workers and staff members of the SEZ enterprises are as follows:

General holiday: one day per week

Statutory holidays: seven days with pay, namely New Year’s Day (one day), the Spring Festival (three days), the International Labor
Day (one day), and the National Day (two days)

Wedding leave: three days with pay

Maternity leave: not less than 56 days with pay

Sick leave: full pay to those whose sick leave is less than 13 days, and 60%, 70% and 80% of the pay to those whose sick leave is
13 to 24 days and whose length of service is less than ten years, ten to 15 years, and more than 15 years, respectively. The length
of time and the amount of pay shall be decided by the enterprises themselves for the yearly vacation, leave for attending the funerals
of the employee’s next of kin and sick leave exceeding 24 days.

Article 13. Workers and staff members of the SEZ enterprises have the right to establish grassroots trade union organizations and organize activities
in accordance with the Trade Union Law of the People’s Republic of China.

The main tasks for these trade unions are: to safeguard the legitimate rights of the workers and staff members, help the enterprise
to plan the use of welfare funds, organize sports, cultural and recreational activities for the workers and staff members, educate
them to observe labor discipline and work hard to fulfil the various economic tasks of the enterprise.

The SEZ enterprises should actively support the work of the trade unions, and allocate an equivalent of 2% of the total wages of the
workers and staff members as the trade union fees every month.

Article 14. A SEZ enterprise may dismiss its workers and staff members in line with its labor contracts, but it must inform the individual concerned,
the enterprise trade union and the SEZ labor service company of the dismissal one month in advance. No dismissal is allowed when
a worker or a staff member is receiving medical care for injuries as a result of on-the-job accidents and occupational diseases,
and for illness and non-accident injuries, and when women workers who are pregnant for more than six months or who are spending their
maternity leave.

When a worker or a staff member is dismissed before or upon the expiration of the labor contract, the SEZ enterprise concerned is
to pay a compensation fee calculated on the basis of the individual’s seniority in the enterprise and average monthly pay of the
six months prior to his resignation.

The norms for the compensation fee are: 50% of the average monthly pay if the individual has worked for less than half a year; one
month’s pay for one year, including those who have worked for more than six months but less than one year; one-and-a-half months’
pay for one year starting from the 11th year for those who have worked for more than ten years.

Article 15. Workers and staff members may resign according to the labor contract and they should notify the enterprise one month in advance.

Workers and staff members who have worked for less than two years and who have been released for training by the enterprise but want
to resign after training should pay the enterprise a certain amount of training expenses. What the amount should be and other conditions
may be covered by the labor contract.

The SEZ enterprise should submit a list of those who have resigned to the special economic zone’s labor service company.

Article 16. The employment contract should include regulations on employment, dismissal, resignation, pay, welfare, reward and punishment as
well as social insurance of the foreign and Hongkong, Macao and Taiwan workers and staff members in the enterprise of the zone, and
a duplicate of the contract should be submitted to the Xiamen City Bureau of Labor for the record.

Article 17. The SEZ enterprises must follow the laws and decrees of the People’s Republic of China on labor protection and special protection
for women workers, guarantee safe operations and health of the workers and staff members, over which the Xiamen City Bureau of Labor
has the right to examine and supervise.

Article 18. The SEZ enterprise may, according to the seriousness of each case, give the necessary punishment and even dismissal to those workers
and staff members who violate rules and regulations and cause certain consequences. The enterprise should inform the dismissed and
the enterprise trade union of the decision in writing, and report to the Xiamen City Bureau of Labor for the record.

Article 19. Labor disputes that occur in the SEZ enterprises may be solved by the parties involved through consultation; the enterprise trade
union may take part in the consultation when it deems necessary; those who are involved in the labor disputes may ask for arbitration
from the Xiamen City Bureau of Labor if the disputes cannot be solved; and if those involved are dissatisfied with the arbitration
ruling the case may be brought before the people’s court.

Article 20. The regulations shall come into force on the date of promulgation.

DETAILED RULES FOR THE IMPLEMENTATION OF THE INTERIM REGULATIONS ON LICENSING SYSTEM FOR IMPORT COMMODITIES OF THE PEOPLE’S REPUBLIC OF CHINA

PROVISIONAL REGULATIONS PROMULGATED BY THE STATE COUNCIL OF THE PEOPLE’S REPUBLIC OF CHINA ON REDUCTION AND EXEMPTION OF ENTERPRISES

RULES FOR THE IMPLEMENTATION OF THE REGULATIONS ON ADMINISTRATION OF TECHNOLOGY-INTRODUCTION CONTRACTS

Category	OBLIGATORY RIGHT	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1988-01-20	Effective Date	1988-01-20

Rules for the Implementation of the Regulations of the People’s Republic of China on Administration of Technology-introduction Contracts

(Approved by the State Council on December 30, 1987, promulgated by the

Ministry of Foreign Economic Relations and Trade on January 20, 1988)

Article 1 These Rules are formulated in accordance with the provisions of
Article 12 of the Regulations of the People’s Republic of China on
Administration of Technology-Introduction Contracts (hereinafter referred to as
the “Regulations”).

Article 2 Regardless of the country or region of the supplier, or of the
source of funds and modes of payment of the recipient, the recipient and the
supplier as specified in Article 2 of the Regulations shall apply for
examination and approval to the examining and approving authorities in
accordance with the Regulations and these Rules when they are to conclude any
of the technology-introduction contracts listed below:

1. Contracts for assignment or licensing of industrial property rights.
Contracts for assignment or licensing of industrial property rights refer to
those for assignment or licensing of rights relating to invention patents, new
utility model patents, exterior design patents as well as trademarks, excluding
those merely for assignment of rights of trademarks.

2. Contracts for licensing of proprietary technology. Contracts for
licensing of proprietary technology reler to those for supply or impartment of
technical know-how which is not yet publicized nor under legal protection as
industrial property, for manufacturing a product or applying a technology as
well as for product designs, technological processes, formulae, quality control
and management, etc.

3. Contracts for technical services. Contracts for technical services refer
to those for offering services or consultancy to the recipient by the supplier
with its technology for achieving a specific goal, including contracts for
feasibility study or engineering design undertaken by the supplier upon the
entrustment of the recipient or by the recipient in cooperation with the
supplier, contracts for providing technical services by foreign geological
exploration or engineering teams that are employed and contracts for providing
services or consultancy by the supplier upon the entrustment of the recipient
for technical transformation of an enterprise, improvement of production
technology or product design and quality control as well as enterprise
management (excluding contracts for employing foreigners in China’s
enterprises).

4. Contracts for co-production and co-design which involve any one of such
items as assignment or licensing of industrial property rights, licensing of
know-how or technical services.

5. Contracts for importing complete set of equipment, production line or
key equipment which involve any one of such items as assignment or licensing of industrial property rights, licensing of know-how
or technical services.

6. Other technology-introduction contracts which, according to the
examining and approving authorities, must go through the procedure for
examination and approval.

Article 3 When companies, enterprises, institutions or individuals with no
rights to engage in foreign technology-introduction business are to introduce
technology from abroad, they shall, with letters of commission, entrust those
companies and enterprises with such rights to conclude technology-introduction
contracts.

Article 4 Technology-introduction contracts concluded by Chinese-foreign
equity joint ventures, Chinese-foreign contractual joint ventures and foreign
capital enterprises (hereinafter referred to as enterprises with foreign
investment) established in the territory of the People’s Republic of China for
acquiring technology from suppliers shall comply with the procedures of
examination and approval as stipulated in these Rules.

If foreign investors in enterprises with foreign investment use industrial
property rights or technical know-how as equity shares, the case shall be dealt
with in accordance with the relevant laws and regulations of the State for
enterprises with foreign investment.

Article 5 The examining and approving authorities for examining and
approving technology-introduction contracts are the Ministry of Foreign
Economic Relations and Trade (hereinafter referred to as MOFERT) and its
authorized departments, commissions, bureaux of foreign economic relations and
trade and other administrative organs of provinces, autonomous regions,
municipalities directly under the Central Government, coastal open cities,
special economic zones and cities under separate planning (hereinafter referred
to as the “authorized examining and approving authorities”).

Article 6 Technology-introduction contracts shall be examined and approved
at different levels in accordance with the following stipulations:

1. Technology-introduction contracts for projects with feasibility study
reports approved by the ministries/commissions of and agencies directly under
the State Council shall be examined and approved by MOFERT.

2. Technology-introduction contracts for projects with feasibility study
reports approved by people’s governments or their authorized competent organs
of provinces, autonomous rigions, municipalities directly under the Central
Government, coastal open cities, special economic zones and cities under
separate planning shall be examined and approved by the authorized examining
and approving authorities at the same level; if the technology-introduction
contracts are concluded by other transregional companies with parties abroad
through entrustment, they may be examined and approved by the authorized
examining and approving authorities of the locality where the conclusion takes
place with the consent of the authorized examining and approving authorities of the locality where the entruster is located. After
approval, the authorized
examining and approving authorities of the locality where the contract is
concluded shall send a copy of the Approval Certificate to the authorized
examining and approving authorities of the locality where the entruster is
located for the record. Neverthless, technology-introduction contracts
concluded with parties abroad by companies located in Beijing pursuant to
transregional entrustment (excluding those companies directly under Beijing
municipality) shall be examined and approved by MOFERT.

3. Technology-introduction contracts concluded by enterprises with foreign
investment for acquiring technology from suppliers shall be examined and
approved by MOFERT if the enterprises concerned were established with the
approval of ministries/commissions of and angencies directly under the State
Council; or shall be examined and approved by the relevant authorized examing
and approving authorities if the enterprises concerned were otherwise
established.

Article 7 A technology-introduction contract shall specify the following
items:

1. name of the contract;

2. contents, scope and requirements of the target technology to be
introduced;

3. criteria, timelimits and measures for quality rectification of the
introduced technology and liabilities for risks;

4. obligation to preserve the secrets of the introduced technology,
ownership and sharing of the improved technology;

5. price or remuneration in total, prices of separate items and modes of
payment;

6. calculations for compensation in case of violation of the contract;

7. settlement of disputes; and

8. definitions of terms and phrases.

Annex and data relating to implementation of the contract may constitute an
integral part of the technology-introduction contract in accordance with the
agreement of the contracting parties.

Article 8 With respect to techmology-introduction contracts involving
assignment or licensing of patent or trademark rights obtained in China,
relevant patent numbers or patent application numbers, trademark registration
numbers together with trademark design shall be expressly specified. Contracts
for assignment of patent rights shall be recorded with the Patent Office in
accordance with provisions of the Patent Law of the People’s Republic of China,
and those for licensing of the trademarks shall be recorded with the Trademark
Office in accordance with the provisions of the Trademark Law of the People’s
Republic of China.

Article 9 The supplier shall ensure that the technology or data documents
provided are complete, accurate, effective and capable of attaining the
technology target specified in the contract. The time for the delivery of
technology documents shall correspond with the progress of the engineering
programme of the recipient.

Article 10 If the recipient requires the supplier to provide raw
materials, spare parts or equipment for the introduced technology, the prices
shall not be higher than those of the like products on international market.

Article 11 The supplier shall ensure that it is the lawful owner of the
technology provided or that it has the right to assign or license the
technology. If the recipient, in producing or selling products with the
assigned or licensed technology, is accused of infringement by a third party,
the supplier shall respond to the lawsuit. If the infringement charged by the
third party is proved, all economic losses the recipient may suffer shall be
compensated for by the supplier.

Article 12 Within the term of validity of the contract, the ownership of
the improved technology including the right to apply for patents belongs to the
party that has made the improvements. Where the recipient provides the
supplier with an improved technology, the terms shall be the same as those when
the supplier provides the recipient with an improved technology.

Article 13 The recipient shall undertake the obligation to preserve the
secrets of the proprietary technology and relevant data provided or imparted by
the supplier in accordance with the scope and duration as agreed in the
contract. The duration for preserving secrets shall not generally exceed the
term of validity of the contract. If special circumstances require that the
duration exceed the term of contract, it shall be expressly specified in the
contract, and reasons shall be stated when applying for examination and
approval.

Within the duration in which the recipient undertakes the obligation to
preserve secrets, if the technology is made public owing to reasons for which
the recipient is not responsible, the obligation undertaken in this regard by
the recipient shall immediately terminate. If it is specified in the contract
that the supplier shall also supply its developed and improved technology to
the recipient within the term of validity of the contract, the recipient may
continue to undertake the obligation of secret-preservation after expiration of the contract. In that case, the new duration shall
begin from the date when
the supplier provides the technology but shall not exceed the duration
originally specified in the contract.

Article 14 No provisions of restrictions on exportation of products
manufactured by the recipient with the introduced technology may be included in
the contract without the approval of the examining and approving authorities,
however, either of the following cases shall be excepted:

1. in countries and regions where exclusive license contracts have been
concluded by the supplier;

2. in countries and regions where sole agent contracts have been concluded
by the supplier.

Article 15 No provisions of prohibiting the continued use of the
introduced technology by the recipient after the expiration of the contract
shall be included in the contract without the approval of the examining and
approving authorities. Where the duration of the patent relating to the
introduced technology has not expired at the expiry of the contract, the
relevant stipulations of the Patent Law of the People’s Republic of China shall
govern.

Article 16 The supplier shall pay taxes in accordance with the provisions
of the tax laws of the People’s Republic of China.

Article 17 The recipient of a technology-introduction contract or the
company or enterprise acting as its agent to conclude the contract shall, in
accordance with the provisions of Article 6 of these Rules, submit to the
examining and approving authorities, within 30 days from the date of
conclusion, the following official documents:

1. a written application for approval of the contract. The contents of the
application shall include the name of the contract, the country of the supplier
and the name of the firm, the contents and scope of the target technology to
be introduced, the organ that has approved the feasibility study report of the
project and its approval number, etc.;

2. copies of the contract (with a Chinese translation attached, if it is in
a foreign language);

3. copies for each of the documents certifying the legal status of the
contracting parties;

4. the approved feasibility study report and statement on funds available.

To facilitate the examination and approval, the recipient or the company or
enterprise acting as its agent may solicit opinions or request for a
pre-examination from the examining and approving authorities as to the main
contents or certain clauses of the contract either before or during
negotiations.

Article 18 In case the technology-introduction contracts and other
documents submitted to the examining and approving authorities in accordance
with the provisions of Article 17 of these Rules fall under any one of the
following cases, the examining and approving authorities shall require the
parties concerned to make due amendments within a prescribed time limit, and
the approval shall be denied in case of failure to make amendments:

1. where they contravene the current laws and regulations of the State and
impair social and public interests;

2. where they impair national sovereignty;

3. where the contents of the contract are inconsistent with the approved
feasibility study report of the project;

4. where the basic clauses and contents of the contract are imperfect;

5. where the contract contains no explicit and rational stipulations
concerning the responsibilities about and solutions to possible disputes over
property rights arising from the assigned or licensed technology or other
disputes that may occur in the course of implementation of the contract;

6. where the contract contains no rational stipulations on the technical
level and economic benefits to be attained by the assigned or licensed
technology, including the quality warranty for the products manufactured with
tbe said technology;

7. where the price or modes of payment for the introduced technology are
unreasonable;

8. where the stipulations on rights. responsibilities and obligations of
the contracting parties are not sufficiently clear, reciprocal or rational;

9. where the contract contains preferential tax commitment without the
consent of the state tax authorities.

Article 19 The examining and approving authorities shall decide to approve
or disapprove the contract within 60 days from the date when the application
is received. If the examining and approving authorities require amendments in
accordance with the provisions of Article 18, the duration needed for
examination and approval shall be counted from the date when the amended
contract or an instrument of amendment is received.

If the examing and approving authorities make no response at the expiry of
the specified period, the contract shall be deemed to have been approved.

Article 20 The contract shall come into force as of the date of approval
and the examining and approving authorities shall issue a unified Approval
Certificate for a Technology-Introduction Contract printed and serial-numbered
by MOFERT.

Article 21 If the term of validity of a technology-introduction contract
exceeds the period of 10 years as stipulated in Article 8 or includes the
restrictive provisions as listed in Article 9 of the Regulations, the recipient
shall submit an application with detailed explanations to the examining and
approving authorities when going through the procedure for examination and
approval in accordance with the stipulations of these Rules.

Article 22 Any modifications of the clauses relating to the target
technology content, price, duration and secret-preserving time limit of an
approved technology-introduction contract shall be made by consultations
between the contracting parties upon a written consent of the examining and
approving authonties. If the modifications are inconsistent with the approved
content of the target technology or require an amount of foreign exchange
exceeding the approved amount, the procedure for reexamination and reapproval
shall be gone through in accordance with the provisions of Article 4 and
Article 11 of the Regulations and Article 6 of these Rules.

Article 23 The relevant authorized examining and approving authorities
shall submit a copy of the Approval Certificate for a Technology-Introduction
Contract and other relevant data to MOFERT for the record within 10 days from
the date of the approval of a technology-introduction contract.

Article 24 In the course of the implementation of a contract, the Approval
Certificate for a Technology-Introduction Contract or its copy must be
presented to the organs concerned in accordance with the relevant stipulations
while handling such matters as bank guarantee, letter of credit, payment,
foreign exchange settlement, Customs declaration and tax payment, etc. Banks,
Customs or tax authorities are enpost_titled to refuse to handle such matters if no
Approval Certificate or its copy is presented.

Article 25 The authority to interpret and revise these Rules resides in
MOFERT.

Article 26 These Rules shall enter into force as of the date of
promulgation. The Measures for Examination and Approval of
Technology-Introduction Contracts promulgated on September 18, 1985 by MOFERT
shall be abrogated as of the same date.?

1...209210211 212 Page 210 of 212

Category	LITIGATION	Organ of Promulgation	The Standing Committee of the National People’s Congress	Status of Effect	Invalidated
Date of Promulgation	1982-03-08	Effective Date	1982-10-01	Date of Invalidation	1991-04-09

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

RULES FOR THE IMPLEMENTATION OF THE INCOME TAX LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON CHINESE-FOREIGN EQUITY JOINT VENTURES

INTERIM MEASURES FOR IMPLEMENTATION OF THE REGULATIONS ON ACADEMIC DEGREES

CIVIL PROCEDURE LAW (FOR TRIAL IMPLEMENTATION)

PROVISIONAL REGULATIONS, ISSUED BY THE GENERAL BUREAU OF INDUSTRIAL AND COMMERCIAL ADMINISTRATION OF THE PEOPLE’S REPUBLIC OF CHINA, ON THE STANDARDS OF REGISTRATION FEES TO BE PAID BY JOINT VENTURES USING CHINESE AND FOREIGN INVESTMENT

PROVISIONS CONCERNING THE ADMINISTRATION OF FOREIGNERS TRAVELING IN CHINA

REGULATIONS ON THE ARBITRATION OF DISPUTES OVER ECONOMIC CONTRACTS

REGULATIONS ON LABOR MANAGEMENT IN THE XIAMEN SPECIAL ECONOMIC ZONE

DETAILED RULES FOR THE IMPLEMENTATION OF THE INTERIM REGULATIONS ON LICENSING SYSTEM FOR IMPORT COMMODITIES OF THE PEOPLE’S REPUBLIC OF CHINA

PROVISIONAL REGULATIONS PROMULGATED BY THE STATE COUNCIL OF THE PEOPLE’S REPUBLIC OF CHINA ON REDUCTION AND EXEMPTION OF ENTERPRISES

RULES FOR THE IMPLEMENTATION OF THE REGULATIONS ON ADMINISTRATION OF TECHNOLOGY-INTRODUCTION CONTRACTS

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7