Federal Acts

ANNOUNCEMENT NO. 8, 2007 OF MINISTRY OF COMMERCE ON ARBITRATION OF ANTI-DUMPING INVESTIGATION OF POTATO STARCH ORIGINATING FROM EU

Announcement No. 8, 2007 of Ministry of Commerce on Arbitration of Anti-dumping Investigation of Potato Starch Originating from EU

[2007] No. 8

In accordance with Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce of the People’s Republic of China
released announcement on Feb 6, 2006, deciding to carry out anti-dumping investigation on potato starch (hereinafter referred to
as “investigated commodity”) originating from EU.

In line with investigation, Ministry of Commerce finally verdicts dumping of the investigated commodities, injures the domestic potato
starch industry, and the existence of causality between dumping of the investigated commodities and the injury of domestic industry.

In accordance with Anti-dumping Regulations of the People’s Republic of China, Tariff Committee of the State Council decides to impose
anti-dumping duties on potato starch originating from EU as from Feb 6, 2007, the tariff codes of which are 11081300 in Import and
Export Tariff of the People’s Republic of China.

Rate of Anti-dumping Duties on Different Companies:

AVEBE U.A. 18%

Avebe Kartoffelstarkefabrik Prignitz/Wendland GmbH) 17%

All Others 35%

The duration of the anti-dumping duties on Potato Starch originating from EU is 5 years as from Feb 6, 2007.

Appendix: Ministry of Commerce’s Final Arbitration on Anti-dumping Investigation on Potato Starch Originating from EU

The Ministry of Commerce

February 5, 2006



 
Ministry of Commerce
2007-02-05

 







CIRCULAR OF THE MINISTRY OF COMMERCE ON ENTRUSTING QINGDAO ECONOMIC-TECHNOLOGICAL AREA TO EXAMINE, APPROVE AND ADMINISTER THE RELEVANT WORK ON FOREIGN-INVESTED ENTERPRISES IN SOME SERVICE TRADE SECTORS

Circular of the Ministry of Commerce on Entrusting Qingdao Economic-Technological Area to Examine, Approve and Administer the Relevant
Work on Foreign-invested Enterprises in Some Service Trade Sectors

Shang Zi Han [2007] No. 10

Qingdao Municipal People’s Government and Qingdao Economic-Technological Area,

Pursuant to Some Opinions on Further Promoting the Development Level of National Economic and Technical Development Zones (Guo Ban
Fa [2005] No. 15) as forwarded by the General Office of the State Council to the Ministry of Commerce, the Ministry of Land and Resources
and the Ministry of Construction as well as the provisions of the Ministry of Commerce on the authorized examination, approval and
administration of foreign-funded enterprises, the Ministry of Commerce has finished the archival filing, examination and approval
of the management systems of all the national economic and technological development zones and the connected network for examination
and approval of foreign capital. The related matters are hereby notified as follows:

1.

Upon research, we hereby authorize the Management Committee of Qingdao Economic-Technological Area to be responsible for examining,
approving and administrating the foreign-funded enterprises in related service trade sectors set up inside its zone for the purpose
of encouraging and supporting the national economic and technological development zones to vigorously develop the high value-added
service industries.

2.

The Management Committee of Qingdao Economic-Technological Area shall, in strict accordance with the laws and regulations on foreign
investments as well as the related provisions on foreign-funded enterprises of non-vessel shipping, construction, printing, construction
engineering design, road transport, commerce and international freight forwarding (see appendix), carefully examine and approve the
related foreign-funded enterprises set up within its zone, and report the related problems found in the work to the Ministry of Commerce
in a timely manner. The Ministry of Commerce shall implement the inspection of the aforesaid examination, approval and administration,
and cancel the authorization to a national economic and technological development zone which commits illegal examination and approval
during the course of authorization.

3.

The Management Committee of Qingdao Economic-Technological Area shall conduct a good job in examination and approval, archival filing
and statistical work in strict accordance with the requirements of the Ministry of Commerce for networking and online joint annual
inspection and by taking advantage of the networking certification system for foreign-funded enterprises. The related statistical
data shall be in line with the requirements so that the Ministry of Commerce can keep informed of the situation and strengthen supervision.

4.

Qingdao Economic-Technological Area, the management system of which needs to be improved, has not set up an independent finance department
yet. Qingdao Economic-Technological Area shall keep a close eye on and further resolve the problems in the management system, keep
a concise and efficient management system, and improve the level for examining, approving and administrating the foreign-funded enterprises.
Where any management system problem that may affect the work on examining, approving and administrating the foreign-funded enterprises
is found, this Ministry will withdraw the authorized power of examination, approval and administration immediately.

5.

This circular shall enter into force as of the promulgation date.

Ministry of Commerce

February 12, 2007
Appendix:
Related documents on entrusting the competent provincial departments of commerce to examine, approve and Administer foreign-funded
service trade Enterprises

1.

Circular of the Ministry of Commerce on Entrusting the Competent Provincial Departments of Commerce to Examine and Manage Foreign-funded
Non-vessel Shipping Enterprises (Shang Zi Han [2005] No. 89)

2.

Circular of the Ministry of Commerce on Entrusting the Provincial Administrative Departments of Commerce to Examine, Approve and Administer
the foreign-funded Construction Enterprises (Shang Zi Han [2005] No. 90)

3.

Circular of the Ministry of Commerce on Entrusting the Administrative Departments of Commerce at the Provincial Level to Examine and
Administer the Foreign-funded Printing Enterprises (Shang Zi Han [2005] No. 91)

4.

Circular of the Ministry of Commerce on Entrusting the Administrative Departments of Commerce at the Provincial Level to Examine and
Administer the Foreign-funded Designing Enterprises for Engineering Projects (Shang Zi Han [2005] No. 92)

5.

Circular of the Ministry of Commerce on Entrusting the Competent Provincial Departments of Commerce to Examine and Manage Some Foreign-funded
Road Transport Enterprises (Shang Zi Han [2005] No. 93)

6.

Circular of the Ministry of Commerce on Entrusting Local Departments to Check Foreign-funded Commercial Enterprises (Shang Zi Han
[2005] No. 94)

7.

Circular of the Ministry of Commerce about the related Issues on Entrusting National Economic and Technical Development Zones to Examine
and Approve foreign-funded Commercial Enterprises and International Freight Forwarding Enterprises (Shang Zi Han [2005] No. 102)

8.

Measures for the Administration of Foreign-funded International Freight Forwarding Enterprises (Decree No. 19, 2005 of the Ministry
of Commerce)



 
Ministry of Commerce
2007-02-12

 







CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING THE RELATED MATTERS ON ADMINISTERING SHORT-TERM FOREIGN DEBTS OF FINANCIAL INSTITUTIONS IN 2007

Circular of the State Administration of Foreign Exchange Concerning the Related Matters on Administering Short-term Foreign Debts
of Financial Institutions in 2007

Hui Fa [2007] No. 14

The branches and foreign exchange administration offices of the State Administration of Foreign Exchange in each province, autonomous
region, and municipality directly under the Central Government, and the municipal branches of the State Administration of Foreign
Exchange in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo, and all the headquarters of the designated Chinese-funded foreign exchange
banks:

For the purpose of rigorously controlling the short-term foreign debt scale, promoting the international balance of payments and maintaining
the safety of the national economic and financial, the related matters on administering short-term foreign debts of financial institutions
in 2007 are hereby notified as follows:

1.

The administration of short-term foreign debt balance quotas (hereinafter referred to as short-term foreign debt quotas) shall apply
to the following foreign debts of financial institutions:

(1)

Usance letters of credit that has been accepted but not yet paid with a term of over 90 days (excluding 90 days);

(2)

Deposits of overseas institutions as well as deposits of overseas individuals whose balance in the foreign exchange account at a same
bank with a legal person status is more than an equivalent value of USD 500,000;

(3)

Overseas loans, overseas inter-bank borrowings, current businesses with overseas inter-bank and subordinated institutions thereof
(as the debtor) as well as overseas agency payments by various settlement methods with a term of less than one year (including one
year) ; and

(4)

Short-term foreign debts in other forms.

2.

The short-term foreign debt quotas of financial institutions in 2007 will be reduced by the decrease State Administration of Foreign
Exchange (SAFE). The short-term foreign debt quotas for Chinese-funded banks in 2007 shall be decreased to 30% of their respective
quotas as determined upon confirmation in 2006, and short-term foreign debt quotas for non-bank financial institutions and foreign-funded
banks in 2007 shall be decreased to 60% of their respective quotas as determined upon confirmation in 2006.

3.

A financial institution shall decrease its short-term foreign debt balance according to the following requirements:

(1)

By June 30, 2007, a Chinese-funded bank shall reduce its short-term foreign debt balance to 45% or less of the quota as determined
in 2006, and with regard to a non-bank financial institution or foreign-funded bank, its short-term foreign debt balance shall be
reduced to 85% or less of the quota as determined in 2006.

(2)

By September 30, 2007, a Chinese-funded bank shall reduce its short-term foreign debt balance to 40% or less of the quota as determined
in 2006, and with respect to a non-bank financial institution or foreign-funded bank, its short-term foreign debt balance shall be
reduced to 75% or less of the quota as determined in 2006.

(3)

By December 31, 2007, a Chinese-funded bank shall reduce its short-term foreign debt balance to 35% or less of the quota as determined
in 2006, and with regard to a non-bank financial institution or foreign-funded bank, its short-term foreign debt balance shall be
reduced to 65% or less of the quota as determined in 2006.

(4)

By March 31, 2008, a Chinese-funded bank shall reduce its short-term foreign debt balance to 30% or less of the quota as determined
in 2006, and with respect to a non-bank financial institution or foreign-funded bank, its short-term foreign debt balance shall be
reduced to 60% or less of the quota as determined in 2006.

4.

The short-term foreign debt quota for a Chinese-funded or foreign-funded bank newly established, or a Chinese-funded bank newly launching
foreign exchange business shall be determined upon verification as no more than two times its foreign exchange operating fund or
its capital.

5.

After a branch of a foreign-funded bank is converted into a bank with a legal person statue in China, the short-term foreign debt
quota of the original short-term foreign debt quota management bank or the original domestic branch shall be inherited by this bank
with a legal person status, and its headquarters shall submit such quota to the SAFE or the SAFE branch or management department
at the registration place (hereinafter referred to as the “SAFE branch”) for archival filing.

In case a foreign-funded bank has simultaneously established both a bank with a legal person status and a branch conducting wholesale
business of foreign exchange within the territory of China, the subsidiary bank shall take charge of managing short-term foreign
debts, and the short-term foreign debt quota shall be jointly used by the bank with a legal person status and the branch conducting
wholesale business of foreign exchange.

Where it is necessary for a foreign-funded bank to adjust short-term foreign debt quotas for different regions because of the merger
or split-up, etc., the institution needing to increase the quota shall apply to the local SAFE branch, who shall examine and approve
the application together with other related SAFE branches, and then report it to the SAFE for archival filing.

6.

Before a branch of a foreign-founded bank in China is converted into a bank with a legal person status, the funds from its overseas
parent bank for its the capital increase may be deposited into a special account which is opened in a domestic bank upon this branch’s
application to the local SAFE branch on behalf of the foreign bank. Such funds are not subject to the management of short-term foreign
debt quotas of such domestic bank, but they may only be used as overseas short-term capital by such domestic bank and not for any
other purpose.

7.

The SAFE will determine upon verification the short-term foreign debt quotas of the following financial institutions:

(1)

Policy banks and nationwide commercial banks with a legal person status (including foreign-funded banks with a legal person status
converted from foreign bank branches, see the affixed forms 1 and 2); and

(2)

Foreign bank branches implementing the centralized management on short-term foreign debt quotas (see affixed Form 1).

8.

Within the regional quotas (see affixed form 3) determined upon verification by the SAFE, each SAFE branch shall determine the short-term
foreign debt quotas of the following financial institutions within its jurisdiction:

(1)

Regional Chinese-funded banks (those that have not been listed into affixed Form 2);

(2)

Foreign-funded bank branches not implementing the centralized management of short-term foreign debts and regional foreign-funded banks
with a legal person status (hereinafter referred to as regional foreign-funded banks, that are, those that have not been listed into
affixed form 1); and

(3)

Non-bank financial institutions that have not been listed into any affixed form.

9.

A department and some staff members shall be designed by a financial institution to be responsible for managing and registering its
short-term foreign debts, as well as reporting them to the SAFE for archival filing.

10.

A financial institution shall conduct careful statistics on and comprehensive report of the short-term foreign debt data (see annex)
according to the relevant provisions on the statistical monitoring of foreign debts.

Chinese-funded financial institutions shall, uniformly by their headquarters through the SAFE foreign debt statistical monitoring
system (the bank version), report the foreign debt data on usance letters of credit, deposits of non-resident, overseas inter-bank
borrowing and overseas agency payments. The foreign-funded bank with a legal person status upon restructuring and its branches conducting
wholesale business of foreign exchange shall, uniformly by the subsidiary bank through the SAFE foreign debt statistical monitoring
system (the bank version), report the foreign debt data. A foreign bank branch that has not been restructured shall keep its original
foreign debt data submission method.

A financial institution shall report the data on usance letters of credit subject to the following three types based on currencies;
(1) usance letters of credit within a term of 90 days or less in the same currency; (2) usance letters of credit within a term of
over 90 days up to one year in the same currency; and (3) usance letters of credit with a term of over one year.

The data on overseas deposits not governed by foreign debt quotas shall be reported in the system at the same time.

11.

The SAFE and branches thereof shall deliver the short-term foreign debt quotas to the financial institutions under their respective
jurisdictions prior to March 31, 2007, and rigorously administer and supervise the borrowing of short-term foreign debts and the
implementation of quotas.

12.

The demands for short-term foreign exchange financing of a domestic financial institution may be satisfied through currency market
lending and swap, etc.

13.

The present Circular shall go into effect as of April 1, 2007. All SAFE branches shall promptly forward the present Circular to the
sub-branches and foreign-funded banks under their jurisdiction after they receive it. All designated Chinese-funded foreign exchange
banks shall promptly forward the present Circular to their branches. Any problem encountered during the implementation shall be fed
back to the SAFE in a timely manner.

Annex: Instructions on the Adjustment of the Submission Methods of Foreign Debt Data (Omitted)

Form 1: Form of the Verification of Short-term Foreign Debt Quotas for the Short-term Foreign Debt Management Banks of Foreign-funded
Financial Institutions in 2007 (Omitted)

Form 2: Form of the Verification of Short-term Foreign Debt Quotas for Chinese-funded Financial Institutions in 2007 (Omitted)

Form 3: Form of the Verification of Short-term Foreign Debt Quotas of Various Regions in 2007 (Omitted)

The State Administration of Foreign Exchange

March 2, 2007



 
The State Administration of Foreign Exchange
2007-03-02

 







PROVISIONS ON THE ADMINISTRATION OF SALES INFORMATION MANAGEMENT PLATFORMS OF SECURITIES INVESTMENT FUNDS

Circular of China Securities Regulatory Commission on Promulgating the Provisions on the Administration of Sales Information Management
Platforms of Securities Investment Funds

Zheng Jian Ji Jin Zi [2007] No. 76

Securities Depository and Clearing Company Limited, all the fund management companies, fund underwriting institutions and fund custodian
banks:

For the purpose of specifying various technical standards for securities investment fund sales information management, and strictly
surveilling market entrance and routine acts of fund sales institutions, the Provisions on the Administration of Sales Information
Management Platforms of Securities Investment Funds has been formulated in accordance with the Law on Securities Investment Funds
and the Measures for the Administration of the Sales of Securities Investment Funds (Decree No. 20 of China Securities Regulatory
Commission). It is hereby promulgated. Please implement them accordingly.

China Securities Regulatory Commission

March 15, 2007

Provisions on the Administration of Sales Information Management Platforms of Securities Investment Funds
Chapter I General Rules

Article 1

For the purpose of regulating the securities investment fund sales information management, advancing the quality of information services
provided to fund investors, and promoting the further development of securities investment fund sales business, the present Provisions
are formulated in accordance with the Law on Securities Investment Funds and the Measures for the Administration of the Sales of
Securities Investment Funds (hereinafter referred to as the Sales Administrative Measures).

Article 2

Sales information management platform of securities investment funds (hereinafter referred to as information management platform)
as referred to in the present Provisions means the information systems that are used for the sales of funds by fund sales institutions,
including foreground business systems, background management systems and support systems for applied systems.

Fund sales institutions as referred to in the present Provisions means the fund managers who carry out the subscription, purchase
and redemption of fund units lawfully and other institutions that have obtained the qualification for fund underwriting business
as well.

Article 3

The establishment and maintenance of information management platforms shall be line with the principles of safety, practicality and
systematization, and satisfy the requirements as follows:

(1)

they have all the fund sales functions as referred to in the present Provisions, and are capable of performing the duties of related
principals as prescribed in related laws or regulations;

(2)

they have a mechanism for monitoring and checking fund sales information flows and capital flows, and ensure the safety of capital
flows of fund investors;

(3)

they have a mechanism for monitoring fund sales rates, and prevent unfair competition in the fund sales business;

(4)

they support the utilize of the applicability principle for fund sales in the fund sales business;

(5)

they have a mechanism of management, supervisory and complaint concerning fund salespersons; and

(6)

they are able to provide the information about monitoring the fund transactions, capital safety and other sales acts for China Securities
Regulatory Commission (CSRC) as required.

Article 4

When implementing the activities regarding fund sales, a fund sales institution shall build, reconstruct and manage a related information
system under the present Provisions.

Chapter II Foreground Business Systems

Article 5

Foreground business systems means the application systems that are used by fund investors directly or are directly related to the
trading activities of fund investors, and are classified into self-service systems and assisted systems.

Assisted foreground system means a software application system that is offered by a fund sales institution and is required for qualified
professional service staff to assist fund investors to complete business operations.

Self-service foreground system means an application system that is offered by a fund sales institution, and used for completing business
operations by fund investors independently, and comprises of the on-site self-service systems in the outlets of the fund sales institution
as well as the off-site self-service systems by internet, telephone or mobile communications, etc.

The foreground business system performs its functions by the network connection with the background management system.

Article 6

A foreground business system shall be able to provide the investment information for fund investors and fund salespersons, and the
following contents shall be included in the investment information:

(1)

Basic knowledge with respect to funds;

(2)

Related laws and regulations with respect to funds;

(3)

Fund products information, including basic information, rates, conversion of funds, mode for paying commissions, information on fund
risk evaluation and other public market information on funds, etc.;

(4)

Information concerning fund managers and fund custodians;

(5)

Related investment market information on funds; and

(6)

Information with respect to fund sales branches and outlets.

The investment information as provided for fund investors shall come from lawful information sources, and the provider shall disclose
the information sources and the time of publicity to fund investors.

Article 7

A foreground business system shall cover the function of managing the information concerning the accounts for fund transaction and
fund investors, including the opening of accounts, investigation and assessment of risk tolerance of fund investors, information
inquiry about fund investors as well as the alteration of the information, annulment of accounts, password management, applications
for freezing or defreezing accounts, etc. with regard to the fund investors:

(1)

When an account is opened for an individual, the information concerning the type and number of the certificate, fund transaction account,
the name, date of birth, type and number of the statutory or authorized agent’s certificate, name of the statutory or authorized
agent, the bank account, contact information and method for delivery of statements, etc. shall be recorded down by the system;

(2)

When an account is opened an entity, information concerning the type and number of the certificate, type, fund transaction account,
the name, registration place, name of the legal representative, type and number of the statutory or authorized agent’s certificate,
name of the statutory or authorized agent, the bank account, contact information and method for delivery of statements, etc. shall
be recorded down by the system;

(3)

A reliable mechanism shall be contained by the system for the transaction codes of fund investors and it shall prohibit the system
from generating same passwords or weak passwords, and the revision or taking back of passwords by fund investors shall be recorded
down as log files; and

(4)

The system shall contain the functions of investigating, assessing and recording down the risk tolerance of fund investors.

Article 8

As for a foreground business system, the functions of subscribing, purchasing and redeeming funds and changing the mode for distributing
dividends as well as other trading functions as recognized by CSRC shall be contained:

(1)

whether the risk degree of the funds subscribed or purchased by fund investors matches with the risk tolerance of these fund investors
shall be examined by the system; and the function of requiring fund investors to make confirmation and recording down the information
concerning the confirmation of fund investors shall be included in the system if the non-matching occurs;

(2)

The transfer of the capital from redemption into any bank account which is not owned by the fund investor shall be prohibited in the
system; and if a fund investor makes alterations to his bank account after filing an application for redemption but before the return
of the capital from redemption into his account, it shall be deemed as an abnormal transaction, and shall be recorded down in the
system;

(3)

The function of revising the sales rates may not be included in the system; and

(4)

The correct indications shall be made for the transaction applications as submitted at the time other than the opening hours for fund
transactions.

Article 9

A foreground business system shall have the function of providing services to fund investors:

(1)

The service for inquiring about the information with respect to the fund products and fund units as held by fund investors, details
about fund transactions as performed by fund investors, capital transfer for fund transactions as implemented by fund investors,
fund products suitable for the risk tolerance of fund investors, net value of funds and fund proceeds, etc. shall be offered by the
system;

(2)

The statements shall be provided to fund investors regularly and irregularly by a mode as chosen by fund investors, which shall comprise
of the fund units as held by each fund holder, details regarding the transactions occurred in the fund transaction account of each
fund investor, conditions on collection of commissions, and the means for distributing dividends, etc.; and

(3)

The information about the complaints put forward by fund investors shall be recorded down by the system, which shall contain the name
of the fund investor, time of complaint, matter as complained about, handling process and results, etc.

Chapter III Self-service Foreground Systems

Article 10

A self-service foreground system shall satisfy the provisions as prescribed in this Chapter at the same time upon the requirements
as prescribed in Chapter II.

Article 11

Various methods shall be provided for fund investors to verify their real identities and qualifications in the self-service foreground
system by a fund sales institution, which shall comprise of the provision of related certification documents with respect to lawful
sales of funds and the contact information of the supervisory organ for fund investors to conduct convenient verifications.

The related personnel that provide supporting services in the self-service foreground system shall be required for the same qualification
as for the employees that provide face-to-face services at the similar positions; and a self-service foreground system shall provide
a function of checking the qualifications of related personnel for fund investors.

Article 12

The following information shall be disclosed to fund investors by way of online reading, downloading and links of documents or voice
indicating, etc. in a self-service foreground system:

(1)

Information on the fund sales institution, including the registration address, main office site, branches and outlets of fund sales,
and contact information, etc.;

(2)

Models of the client’s account opening agreement or any other related document;

(3)

Two or more means for handling complaints; and

(4)

Revealing related risks in the self-service and the prevention measures of fund investors, including information safety, abnormal
operations and system malfunction, etc., and reminding fund investors of their obligations of verifying the information as provided
by the fund sales institution through the third party and the obligation of keeping their identity data as passwords, certificates
and etc. properly.

Article 13

When opening a fund transaction account through the self-service foreground system, the fund investor shall be required to offer
related materials that may prove his identity, verify his identity by adopting an equivalent real-name system; and when opening an
account independently or revising the information about the account by a fund investor, the fund sales institution shall verify the
identity of the name of the fund investor with the bank account thereof.

A self-service foreground system shall have the function of verifying the identity of the fund investor for conducting self-service
operations and take lawful and valid anti-denial measures; where a fund investor carries out operations by the internet, the IP address
and digital certificate, etc. of the operator shall be recorded down by the system, and if through the phone, the phone number shall
be recorded down.

In case of any surplus, transaction or rights in float in a fund transaction account, a fund investor may not conduct such important
operations as cancel this fund transaction account through a self-service foreground system, designate the alteration of bank account,
and shall go through the aforesaid operations at the counter upon his valid certificate.

Article 14

The following quotas shall be set in the self-service foreground system by any fund sales institution:

(1)

the maximum amount that a fund investor may subscribe or purchase funds in a single deal or in a day accumulatively; and

(2)

the maximum amount that a fund investor may redeem funds in a single deal or in a day accumulatively.

Article 15

Standby service measures or schemes shall be provided to fund investors by all fund sales institutions when the self-service foreground
system breaks down.

Article 16

Each function as designed in the self-service foreground system shall have the friendly interface, be convenient to use, and have
the function of preventing or correcting wrong operations of fund investors.

Chapter IV Background Management Systems

Article 17

A background management system shall implement the data support and centralized management for the foreground business system, the
functions of which shall be used only inside the fund sales institution.

Article 18

In a background management system, the related information with respect to the fund sales institution, branches and outlets of fund
sales, and fund salespersons shall be recorded down, and the functions of managing, examining and monitoring the branches and outlets
of fund sales as well as the fund salespersons shall be remained:

(1)

The basic information concerning the fund sales institution shall comprise of the name, registration place, contact person, person
in charge and contact information, etc.;

(2)

The basic information concerning the branches and outlets of fund sales shall comprise of names, addresses, contact persons, persons
in charge and contact information, etc.; and

(3)

The basic information on the fund salespersons shall comprise of their names, contact information, sales branches and outlets where
they are serving, and the qualification certificates, etc.; and the system shall be able to record down the training records and
irregularity information, etc. concerning fund salespersons.

Article 19

The information regarding the risk evaluation of funds, fund managers, fund products and investments, etc. shall be recorded down
and managed by a background management system:

(1)

The information on a fund manager shall include the name, registration address, main office site, person in charge, contact person
and contact information, etc. thereof;

(2)

The information concerning a fund product shall include the code, name, type, trading quota, and rate, etc. of the fund; and

(3)

The system shall be able to monitor the regularity of fund sales rates.

Article 20

In a background management system, the transaction applications that are received at the time other than the opening hours for fund
transactions shall be disposed of correctly so as to prevent the off-hour trading by fund investors.

Article 21

A background management system shall be able to liquidate transactions and dispose the capital so as to complete the data exchange
with the fund registration system and the bank system:

(1)

Inputting the data on opening fund accounts and fund transactions as confirmed by the fund registration institution into the system
for disposal shall be remained within the functions thereof, including the confirmation of the annulment of accounts, freeze of accounts,
freeze of shares, defreeze of accounts, defreeze of shares, non-trade transfer of funds, division of shares and other special business
disposal functions as launched by the fund registration institution;

(2)

Recording down the bank accounts of fund investors and the capital transfer information shall be remained within the functions thereof;
and

(3)

Controlling the fund sales scale with a fund registration system shall be remained within the functions thereof.

Article 22

A background management system shall be able to check the information flows and capital flows as involved:

(1)

Checking whether the fund units held by fund investors as recorded down by the fund sales institution conform to the data as provided
by the fund registration institution;

(2)

Checking whether the amount booked in and out of special fund sales accounts are identical with the amount of subscription and purchase
and the amount of redemption as recorded down by the fund registration institution;

(3)

Checking the details of trading dates, funds, fund investors, and branches, etc.; and

(4)

Recording down the problems that are found during the course of checking, and giving warnings against major problems and logging actual
methods of resolution.

Chapter V Submission of the Information to the Supervisory System

Article 23

The following information shall be provided to the CSRC fund supervisory business information system by a fund sales institution,
and the genuineness, accuracy and integrity thereof shall be guaranteed:

(1)

Daily fund transactions of the fund sales institution;

(2)

Monthly summaries of the information concerning whether the risk degree of the funds as subscribed and purchased by fund investors
match with the risk tolerance thereof;

(3)

Monthly summaries of the information on abnormal fund transactions;

(4)

Quarterly internal audit reports of the fund sales institution;

(5)

Annual financial and business information of the fund sales institution;

(6)

Instructions about the fund risk assessment methods of the fund sales institution;

(7)

Instructions about the methods of the fund sales institution for investigating and assessing the risk tolerance of fund investors;
and

(8)

Other information as required by the CSRC.

The bank that opens exclusive fund sales accounts shall be entrusted by a fund sales institution to provide the daily capital flow
data concerning the said exclusive fund sales accounts to the CSRC fund supervisory business information system.

Article 24

The confirmation information concerning daily fund transactions shall be provided to the CSRC fund supervisory business information
system by all fund registration institutions, and the authenticity, accuracy and integrity thereof shall be guaranteed.

The bank that opens settlement accounts shall be entrusted by a fund sales institution to provide the daily capital flow data concerning
settlement accounts to the CSRC fund supervisory business information system.

Chapter VI Administration of Information Management Platforms

Article 25

The support system of the application system to the information management platform shall comprise of databases, servers, network
communications, and security guards, etc., and back-up measures or schemes shall be provided for the component parts of a key support
system.

Article 26

An information management platform shall have the technical features of uniformly business disposal and uniformly data storage so
as to keep the information on fund investors, trading records, information concerning fund salespersons and service information to
fund investors, or any other electronic data in a centralized manner.

Article 27

Such reports as putting the system into use, performing major upgrading to the system and annual technical risk assessment shall
be submitted to the CSRC for archival filing.

Interconnection tests shall be implemented together with fund managers and the fund registration institution when upgrading a system.

Article 28

A fund sales institution shall formulate the business continuity scheme and the disaster resumption scheme, and corresponding drills
shall be performed regularly.

Article 29

A fund sales institution shall set up a perfect monitoring system so as to record down system upgrading, network visiting, database
access, revision of user passwords or any other important operation, and keep log files properly.

Article 30

The system data shall be backed up everyday and shall be kept on different places properly, and the backup of the information on
fund investors and the trading records in the system operating data shall be kept on the media that can not be changed for 15 years.

Article 31

The reliable encryption shall be performed for the transmission of sensitive data such as the identities of fund investors and the
detailed transactions on the public network, and no plain text means shall be used for the storage and transmission of the trading
passwords of fund investors; and the business, operation and maintenance personnel of a fund sales institution may not directly alter
the trading data or passwords of fund investors; and in case of any alteration as required for any special reason, rigid procedures
shall be implemented and marks shall be left accordingly.

Article 32

A fund sales institution shall appropriately manage the project documents and technical files in the management system; and with
regard to a core business system that is developed as required, the fund sales institution shall require the developer to provide
source code or give the source code to a third party for custody.

Article 33

A fund sales institution shall take guild standards and data interfaces that have already been promulgated in the system development
and operation.

Article 34

On the basis of the guaranteed safety, a fund sales institution may outsource such professional services as systems integration,
application development, operations maintenance, equipment custody, network communications, technical advice, and etc. to service
providers having a corresponding qualification in light of the principle of fair competition in the market. A fund sales institution
shall conclude a detailed business contract with the party that undertakes the technical outsourcing so as to clarify the duties
respectively.

The basic information concerning selection or alteration of the party that undertakes the technical outsourcing shall be submitted
to the CSRC for archival filing.

Article 35

When outsourcing technical services, the fund sales institution shall assume the final management duty for the safe operation of
the information management platform.

Chapter VII Supplementary Rules

Article 36

The CSRC and the agencies thereof shall be enpost_titled to monitor the fund transactions, capital safety and other sales activities by
its fund supervisory business information system.

Article 37

The CSRC and the agencies thereof shall be enpost_titled to conduct on-site inspections of the information platforms of fund sales institutions,
and may adopt monitoring measures accordingly under specific situation and the related laws and regulations if any major problem
is found.

Article 38

As for an institution that plans to apply for the qualification for fund underwriting business, it shall build a related information
system as required in the Sales Administrative Measures and the present Provisions, and supplement and improve the related contents
in the application materials for the fund underwriting qualification at the same time.

Article 39

As for fund managers and those institutions that have obtained the qualification for fund underwriting business, they shall complete
the reconstruction of related information system within one year as of the implementation of the present Provisions in accordance
with the present Provisions, and prepare for the on-site inspections of CSRC and the agencies thereof on the information management
platform simultaneously.

Article 40

The format requirements for the data exchanges as submitted by fund sales institutions and fund registration institutions to the
CSRC fund supervisory business information system shall be informed by the CSRC separately.

Article 41

The present Provisions shall enter into force as of the promulgation date.



 
China Securities Regulatory Commission
2007-03-15

 







CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON INTENSIFYING INVESTIGATION INTO AND ANALYSIS OF TRANSFER PRICING

Circular of the State Administration of Taxation on Intensifying Investigation into and Analysis of Transfer Pricing

Guo Shui Han [2007] No. 363

The state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central
Government, and cities specifically designated in the state plan,

With a view to regulating the investigation into and analysis of the cases concerning transfer pricing of all regions and enhancing
the quality of such investigations, the related issues are hereby clarified as follows in accordance with Article 51 of the Detailed
Rules for the Implementation of the Law of the People’s Republic of China on the Administration of Tax Collection and the related
provisions in the Rules of the State Administration of Taxation for the Taxation Management Rules for the Businesses between Associated
Enterprises (Guo Shui Fa [2004] No. 143 ):

1.

Every region shall intensify the functional risk analysis of the enterprises under investigation, and the enterprises that accept
the transfer pricing investigation shall fill in the Analysis Form on Enterprise Functional Risks. The competent taxation authority
shall fill in the Confirmation Form on the Analysis of Enterprise Functional Risks in light of the Analysis Form on Enterprise Functional
Risks as filled in by the enterprise and by referring to other related conditions it has known through investigation, and shall submit
these two forms to the State Administration of Taxation together.

2.

Every region shall intensify the related financial analysis of associated transactions conducted by the enterprises under investigation,
and fill in the Financial Analysis Form on the Associated Transactions between Enterprises on the basis of anti-tax avoidance investigation,
and report it and the archival filing report and the case settlement report to the State Administration of Taxation.

Attachments:

1.

Analysis Form on Enterprise Functional Risks (omitted)

2.

Confirmation Form on the Analysis of Enterprise Functional Risks (omitted)

3.

Financial Analysis Form on the Associated Transactions between Enterprises (omitted)

State Administration of Taxation

March 27, 2007



 
State Administration of Taxation
2007-03-27

 







CIRCULAR OF THE MINISTRY OF COMMERCE CONCERNING MATTERS ABOUT REINFORCING THE ADMINISTRATION OF PROCESSING TRADE

Circular of the Ministry of Commerce Concerning Matters about Reinforcing the Administration of Processing Trade

Shang Chan Fa [2007] No.133

In order to further perfect the administration of processing trade, encourage processing trade enterprises to optimize structure,
improve economic performance, independently innovate and actively perform social responsibilities, restrict and decrease activities
of processing trade enterprises conducting the processing trade with high consumption of energy, serious pollution of environment
and low added value, effectively accelerate the transformation and upgrading of processing trade and promote the sound development
of processing trade, the competent departments of commerce at various levels shall ceaselessly reinforce system construction in the
administration of processing trade business, check the business qualification and processing production capacity of processing trade
enterprises as well as do well in access administration. The related matters are hereby notified as follows:

1.

Reinforcing the system construction of the processing trade administrative departments at each level

(1)

Rigorously administering the power of examination and approval. The competent commerce departments at each level shall, strictly according
to the provisions on examining and approving organ and graded examination and approval in the Interim Measures for Administrating
Examination and Approval of Processing Trade, exercise the power of examination and approval over processing trade business. When
delegating the power of examination and approval to lower levels, the provincial competent commerce departments shall observe the
related provisions and file the related situation with the Ministry of Commerce for record. The examining and approving organs at
each level shall issue the Certificate on Operation Situation and Production Capacity of Processing Trade Enterprises and the Approval
Certificate for Processing Trade Business to enterprises by using the e-networked approval/administration system for processing trade.
The related data on such certificates shall be put into the database of the Ministry of Commerce for unified administration. Any
examining and approving organ may not issue any certificate by any other means.

(2)

Attention shall be paid to daily statistical analysis. The competent commerce departments at each level shall pay attention to gathering
the statistical data regarding the production, operation, taxation, environmental protection, energy consumption, number of workers,
wage level, payment of staff’s social insurances, etc., of the local processing trade enterprises, summarize the situation and experience
in using advanced technical equipment, obtaining patents and building self-owned brands by them, and file the related information
with the higher competent commerce departments for statistical summary.

2.

Perfecting the access management for processing trade enterprises

(1)

Inspection on the operation situation and production capacity of processing trade enterprises shall be reinforced. For determining
an enterprise’s qualification for engaging in processing trade business as well as examining and approving processing trade business
by the examining and approving organ, the Certificate on Operation Situation and Production Capacity of Processing Trade Enterprises
(hereinafter referred to as the Production Capacity Certificate) shall be deemed as an important basis. When applying for engaging
in processing trade business, an enterprise shall truthfully report each item listed in the Production Capacity Certificate, and
the competent commerce departments at each level shall make on-the-spot investigation and make examination and approval in accordance
with the actual situation. The enterprise shall provide the evidentiary documents or materials in relation to the reported contents
when necessary. The competent commerce department may not approve any enterprise failing to pass the check on operation situation
and production capacity to engage in processing trade business.

(2)

Incorporating the indices about environmental protection, energy consumption, employment and equipment level, etc., into the scope
of check on operation situation and production capacity.

(a)

Processing trade enterprises shall be urged to strictly carry out environmental protection standards and encouraged to save energy
and reduce energy consumption. A processing trade enterprise’s major discharge indices such as sulfur dioxide (SO2) index, chemical
oxygen demand (COD) index, etc., shall reach the requirements of the environmental protection departments, and its comprehensive
energy consumption for gross unit output value may not be higher than the local average level. If any enterprise fails to reach the
standards for environmental protection and energy consumption or commits any environment responsible accident, it shall be prohibited
from engaging in processing trade business.

(b)

Processing trade enterprises shall be urged to improve the employment system. A processing trade enterprise shall go through employment
registration formalities as required at the local labor security department, care for workers’ welfare and respect the related local
provisions on minimum wage level and social insurances payment. Where any enterprise fails to go through employment registration
formalities as required, fails to reach the minimum wage level at its locality or violates the related provisions at its locality
on social insurance payment, engagement in trade business may not be approved; as for any such enterprise approved prior to the issuance
of the present Circular, the competent commerce department shall urge it to correct within a fixed time limit, where it fails to
do so, the competent commerce department shall cancel its qualification for engaging in processing trade business.

(c)

The elimination of outdated production capacity shall be accelerated. The competent commerce departments at each level shall effectively
implement the Decision of the State Council Concerning the Promulgation of the “Interim Provisions on Promoting Industrial Structure
Adjustment” for Implementation (Guo Fa [2005] No.40), and in light of the Catalogue for the Guidance of Industrial Structure Adjustment,
forbid the enterprises using outdated production technical equipment as listed in the eliminated category from operating processing
trade business, and may not approve any enterprise to undertake processing trade business for the purpose of producing any outdated
product as listed in the eliminated category. They shall urge the processing trade enterprises, which use technologies and equipment
as listed in the restricted category or produce products listed in the restricted category, to accelerate transformation and upgrading,
and may not approve any new enterprise to undertake processing trade business by using technologies and equipment as listed in the
restricted category any more.

3.

Delegating the power of examination and approval on the domestic sale of processing trade to the lower levels

For the purpose of adapting to the development situation of processing trade and strengthening the administration of processing trade,
from July 1st, 2007, when any processing trade enterprise applies for selling bonded import materials in domestic market, the application
shall be accepted, examined and approved by the original competent commerce department issuing the Approval Certificate for Processing
Trade Business according to the Interim Measures for Examining and Approving the Domestic Sales of Bonded Import Materials of Processing
Trade. In case any commodity to be sold in domestic market involves quota, license or any other special administrative measure, it
shall still be submitted to the provincial competent commerce department or the Ministry of Commerce for approval as required.

The competent commerce departments at each level shall, by considering the requirements mentioned above and the actual situation of
the locality, perfect each control measure, do well in self-inspection and rectification, find out the real situation of all the
processing trade enterprises within your respective jurisdiction and timely report the problems and situation found out. The provincial
competent commerce departments shall supervise the examination and approval organs at lower levels, handle and report behaviors of
examining and approving by exceeding power or issuing certificate not through the e-networked approval/administration system for
processing trade once found out, work hard in statistical analysis and summarize the experiences of outstanding entities, timely
report them to the higher authorities as well.

The Ministry of Commerce

April 12, 2007



 
The Ministry of Commerce
2007-04-12

 







CIRCULAR OF THE MINISTRY OF COMMERCE AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING FURTHER STRENGTHENING AND STANDARDIZING THE EXAMINATION AND APPROVAL OF FOREIGN DIRECT INVESTMENT IN REAL ESTATE INDUSTRY

Circular of the Ministry of Commerce and the State Administration of Foreign Exchange concerning Further Strengthening and Standardizing
the Examination and Approval of Foreign Direct Investment in Real Estate Industry

Shang Zi Han [2007] No.50

The authorities responsible for commerce and foreign exchange in all provinces, autonomous region, municipalities, and cities specifically
designated in the state plan, and Xinjiang Production and Construction Corps:

Six departments of the State Council (namely, Ministry of Construction, Ministry of Commerce, National Development and Reform Commission,
People’s Bank of China, State Administration for Industry of Commerce and State Administration of Foreign Exchange) jointly issued
Opinions on Regulating the Access to and Administration of Foreign Investment in the Real Estate Market (Jian Zhu Fang [2006] No.
171, hereinafter referred to as the Opinions) for the purpose of standardizing foreign fund access to and administration of real
estate market. The local authorities strictly implemented the prescriptions and requirements in the Opinions and made some substantial
achievement. However, some problems still remain in some regions. In accordance with the laws and regulations of foreign investment
and the relevant prescriptions in the Opinions, the relevant particulars concerning further strengthening and standardizing the examination,
approval, record for file and supervision of foreign investment in real estate are hereby notified as follows:

1.

The local commerce authorities shall strictly implement the Opinions and the Circular of the General Office of the Ministry of Commerce
concerning Implementing Circular concerning Standardizing Foreign Fund Access to and Administration of Real Estate Market (Shang
Zi Zi [2006] No. 192), strengthen the examination, approval and supervision of foreign-funded real estate enterprises, and strictly
control foreign investment in top grade real estate.

2.

Foreign-funded investment in the development and operation of real estate market shall observe the principle of project company.

(1)

In the case of applying for opening a real estate company, the right of land use and ownership of real estate building, or the booking
sale/purchase of land use or real estate right signed with land administration authority, land developer/ the owner of real estate
building. The examination and approval authority may not approve it if the aforesaid requirements are not met.

(2)

Should such enterprises as have established new-added real estate or business of foreign-funded enterprises, and as are engaged in
the development and operation of new real estate project, the enterprises hereof shall, in light of the relevant laws and rules,
apply to the examination and approval authority for the relevant procedures concerning increasing business scope or extending business
scale.

3.

The merge and acquisition or investment in domestic real estate enterprises by means of return investment (including the same actual
manipulator) shall be strictly controlled. Foreign investor may not alter the means of actual manipulator of domestic real estate
enterprises, evade the examination and approval upon foreign-funded real estate. Should the foreign exchange authority discovers
the foreign-funded real estate enterprises established by such means as deliberate evasion and false statement, the authority hereof
shall investigate it for remitting capital and the additive yield of its own accord to evade foreign exchange responsibility.

4.

Foreign investor engaged in domestic real estate development or operation shall abide by the principle of business existence, lawfully
apply for establishing foreign-funded enterprises in real estate and engage in the relevant business in accordance with the approved
business scope. The Chinese and foreign parties to the foreign-funded real estate enterprise shall not conclude the clauses guaranteeing
fixed return or the fixed return in disguised form of any party by any means.

5.

The local authority responsible for examining and approving the establishment of foreign investment shall record for file in the Ministry
of Commerce.

6.

The authority responsible for foreign exchange administration and designated foreign exchange bank shall not handle procedure of settlement,
sale, and remittance of capital exchange for such foreign-invested real estate enterprises as have not completed the procedure of
record for file in the Ministry of Commerce or have not passed the joint annual inspection upon foreign-funded enterprises.

7.

With regard to the foreign-funded real estate enterprises examined and approved by local authority hereof against the law, the Ministry
of Commerce shall investigate and rectify it, the authority of foreign exchange administration shall not handle such procedures as
foreign exchange registration hereto.

Ministry of Commerce

State Administration of Foreign Exchange

May 23, 2007



 
Ministry of Commerce, State Administration of Foreign Exchange
2007-05-23

 







OPINIONS OF THE SUPREME PEOPLE’S COURT ON COMPREHENSIVELY INTENSIFYING THE TRIAL WORK ON INTELLECTUAL PROPERTY RIGHTS TO SUPPLY JUDICIAL BACKUP FORCE FOR THE CONSTRUCTION OF AN INNOVATIVE COUNTRY

Circular of the Supreme People’s Court Concerning the Printing and Distribution of the Opinions of the Supreme People’s Court on Comprehensively
Intensifying the Trial Work on Intellectual Property Rights to Supply Judicial Backup Force for the Construction of an Innovative
Country

[2007] No.1 of the Supreme People’s Court
Each local people’s court at each level of the whole nation, military courts at each level, each intermediate and grass-root court
of railway transportation, each maritime court and courts at each level of Xinjiang Production and Construction Army Corps:

We hereby print and distribute the Opinions of the Supreme People’s Court on Comprehensively Intensifying the Trial Work on Intellectual
Property Rights to Supply Judicial Backup Force for the Construction of an Innovative Country to you, please earnestly implement
them by considering the actual situation of your trial work.
The Supreme People’ Court

January 11, 2007

Opinions of the Supreme People’s Court on Comprehensively Intensifying the Trial Work on Intellectual Property Rights to Supply Judicial
Backup Force for the Construction of an Innovative Country

By proceeding from a strategic height of comprehensively building a well-off society and accelerating the undertaking of socialist
modernization, the CPC Central Committee with Comrade Hu Jintao as the general secretary expressly proposed the goal and task of
building China into an innovative country in the Decision of the Central Committee of the Communist Party of China and the State
Council Concerning the Implementation of the Outline of Science and Technology Planning and the Improvement of the Ability to Innovate
Independently and the Decision of the Central Committee of the Communist Party of China Concerning Some Significant Matters on Constructing
a Socialist Harmonious Society. In order to bring into full play the judicial function of the people’s courts so as to provide strong
and reliable judicial backup force for the construction of an innovative country, we hereby propose the following opinions on comprehensively
intensifying the trial work on intellectual property rights.

I.

Sufficiently understanding the great significance of comprehensively intensifying the trial work on intellectual property rights

1.

Comprehensively intensifying the trial work on intellectual property rights would surely boost the construction of an innovative country.
The people’s courts, as the judicial organs of the state, provide judicial protection for intellectual property rights, which possesses
a basic station in the overall law enforcement protection system for intellectual property rights of the state and plays a leading
role. In respect of adjusting intellectual property right relationships, protecting the lawful rights and interests of the obligees
of intellectual property rights, punishing the crimes impairing intellectual property rights and maintaining socialist market economic
order, etc, the people’s courts bear irreplaceable legal responsibilities and undertake significant missions. Comprehensively intensifying
the trial work on intellectual property rights would surely boost the implementation of the strategy of reinvigorating China by means
of developing human resources as well as the comprehensive implementation and embodiment of the guideline of respecting labor, knowledge,
talents and innovation.

2.

Comprehensively intensifying the trial work on intellectual property rights would surely conduce to building up a good international
image of China. Comprehensively intensifying the judicial protection of intellectual property rights is not only an actual requirement
for China to take part in international competition and to build up a more attractive soft investment environment for better introducing
in foreign capital and advanced technologies, but also an objective requirement for China to fulfill its external promises and build
up a good international image. Comprehensively intensifying the trial work on intellectual property rights would surely conduce o
better protecting and attracting foreign investment, ensuring and upgrading the international competitiveness of Chinese enterprises
and further promoting the strategy of opening wider to the outside world. By severely punishing the tortious acts upon intellectual
property rights in accordance with law, rigorously punishing such gross violations and crimes as trademark counterfeit and piracy
in accordance with law and fairly safeguarding the lawful rights and interests of the foreign and Chinese parties concerned in accordance
with law, the people’s courts would surely set up a good image of Chinese judicial protection of intellectual property rights.

3.

Comprehensively intensifying the trial work on intellectual property rights would surely accelerate the construction of a socialist
harmonious society. The trial work on intellectual property rights shall conduce to the respect of the creative desires beneficial
for social progress, the support of the creative activities, the exertion of the creative abilities and the protection of the creative
achievements and make the society energetic and vigorous. It shall also promote and guarantee the set-up of honest mechanism in the
society, direct people to keep promises, attach importance to good credit, maintain good morality, trust each other as well as to
increase value identity and cohesiveness so as to realize an honesty and friendly society.

II.

The guiding ideology, goal and task as well as basic principles for the trial work on intellectual property rights

4.

For the purpose of providing judicial backup force for building an innovative country, we must stick to being directed by Deng Xiaoping
Theory and the important thoughts of “Three Represents”, effectively and comprehensively carry out the scientific view of development
in an all-round way, adhere to the guideline of “fair jurisdiction and serving the people with all heart” and the working theme of
“justice and efficiency” as required for building an innovative country and further intensify the judicial protection of intellectual
property rights. We shall also protect intellectual property rights in accordance with law, maintain fair competition, boost independent
innovation, serve the policy of opening to the outside world and implement the judicial protection of intellectual property rights
throughout the whole process of creating, managing and using intellectual property rights so as to provide strong and effective protection
for the execution of intellectual property right strategy of the state and the build-up of an innovative country and socialist harmonious
society and try more best to build up a legal environment of being impartial, highly-efficient and authoritative.

5.

The main goals and tasks of providing judicial protection for the build-up of an innovative country are as follows: the trial work
on intellectual property rights shall be intensified in an all-around way; the functions and roles of criminal, civil and administrative
trial of intellectual property rights shall be given full play; the litigation system of intellectual property rights shall be ceaselessly
improved; the judicial protection system for intellectual property rights shall be further sound; the quality of the judges who are
responsible for the trial work on intellectual property rights shall be visibly increased; a sound judicial protection environment
of intellectual property rights where the jurisdiction is fair, highly-efficient and authoritative, the obligees safeguard their
lawful rights actively and conveniently, the infringers are punished definitely as well as knowledge and fortune circulate orderly
shall be basically set up; the judicial protection ability and level of intellectual property rights shall be visibly increased;
and the judicial requirements for building up an innovative country shall be comprehensively satisfied.

6.

The following principles shall be observed for providing judicial protect for building an innovative country: first, fair jurisdiction
shall be adhered to. Fair jurisdiction shall be deemed as the soul and life of the trial work on intellectual property rights all
the time and d Fairness and justice in the field of intellectual property rights shall be realized and maintained through lawful,
fair, highly-efficient and authoritative jurisdiction over intellectual property rights. Second, the principle of uniform jurisdiction
shall be adhered to. We shall handle cases strictly subject to legal provisions, ensure uniform application of laws, regulations
and judicial interpretations to the trial work involving intellectual property rights and make great efforts to realize the coordination
between judicial standards and ruling results. Third, the principle of equal protection shall be adhered to. The lawful rights and
interests of both foreign and Chinese parties concerned shall be protected equally, local protectionism and self-centered operation
by different departments shall be firmly rejected and local blockade and industrial monopoly shall be overcome. Fourth, the principle
of interest balance shall be adhered to. The relationship between protecting intellectual property rights and protecting public interests
and that between inspiring scientific and technological innovation and arousing the application of science and technology shall be
properly handled. Intellectual property rights shall be effectively protected and the abuse of right and illegal monopoly shall be
deterred at the same time. Fifth, the principle of serving the overall situation shall be adhered to. The perspective of overall
situation and service awareness shall be firmly established, the simple business perspective of handling a case just as a case shall
be gotten over and the organic combination of the legal effect of handling a single case and its social effect shall be realized.

III.

Giving full play to the functional role of judicial protection of intellectual property rights and guaranteeing the whole society’s
creative energy and innovative ability

7.

Rigorously punishing the crimes against intellectual property rights in accordance with law. We shall bring into full play the functional
role of the criminal judicial protection of intellectual property rights, employ each kind of measures of criminal punishments in
accordance with law so as to bring into play such functions as criminal punishment and crime prevention against intellectual property
rights. With respect to such criminal behaviors on intellectual property rights as counterfeit and piracy, etc, the standards for
conviction and sentencing shall be further consummated and unified, the application of probation shall be regulated and severer punishment
shall be imposed according to the specific criminal circumstance and the harmful consequences; the application and enforcement of
pecuniary penalty shall be strengthened simultaneously with the application of the principal penalty; attention shall be paid to
economically depriving the infringers of their capacity of and conditions for recommitting crime by means of recovering illegal proceeds,
capturing crime instruments, destroying the tortious products and ordering them to compensate for losses; self-incriminating criminal
cases infringing upon intellectual property rights shall be tried in accordance with to law and the right of a victim to bring private
criminal prosecution shall be effectively protected; in case it is found when trying an administrative case that a suspected criminal
offense to which criminal punishment shall be imposed is only given administrative punishment or administrative handling, the criminal
clew shall be timely transferred to the public security organ for investigation and disposal simultaneously with the proposition
of a judicial suggestion to the administrative organ; in case any suspected criminal clew is found when trying a civil case, where
it meets the conditions for lodging private criminal prosecution, the obligee shall be informed that he/she has the right to lodge
a private criminal prosecution at the same time; in case a public prosecution shall be lodged in accordance with law, the information
and materials on the suspected crime shall be timely transferred to the public security organ for investigation and disposal, the
civil case may be continually tried if the trial is not affected by the transfer.

8.

Appropriately trying the civil cases on intellectual property rights. The civil trial of intellectual property rights acts as a leading
role in protecting intellectual property rights and stimulating independent innovation, to which we shall attach importance to giving
full play. Cases of technical intellectual property rights on patent, technical secret, computer software, new plant variety and
layout-design of integrated circuits shall be tried in accordance with law, innovation results shall be reasonably and moderately
protected and the protection of the key core technologies playing a leading role in the significant breakthrough of economic growth
and possessing independent property rights shall be intensified; cases of intellectual property rights on such marks as trademark
and landmark and each kind of cases of unfair competition shall be tried in accordance with law so as to severely regulate market
competition order; cases of intellectual property rights on such expression vehicles as works and audio and video products shall
be tried in accordance with law so as to boost the sound development of the copyright industries; new types of disputes over intellectual
property rights on computer network and new technologies shall be tried in accordance with law so as to boost the healthy growth
of emerging industries; foreign-related cases of intellectual property rights shall be tried in accordance with law so as to equally
protect the lawful rights and interests of foreign and Chinese related parties; traditional knowledge, inheritance resources and
non-governmental literature shall be actively protect so as to safeguard the holders’ rights and interests of being informed and
consent as well as sharing benefits; the scope of rights shall be scientifically and reasonably interpreted in accordance with law,
apply the methods for determining infringement shall be correctly applied and the conditions for determining the equal characteristics
of patent infringement cases shall be strictly grasped; well-known trademarks shall be cautiously determined in accordance with law,
no well-known trademark may be determined if any case is beyond the determination scope or fails to meet the conditions for determination
or the infringement accused by the plaintiff is not tenable,; attention shall be paid to providing dual protection for the parties
involved in a case on business secrets and balance the relationship between the freedom of selecting work and the protection of business
secrets; the effect and responsibilities of a contract on intellectual property right shall also be accurately determined, the conditions
for rescinding g such contract shall be strictly stipulated and the will autonomy of the parties concerned shall be fully respected.

9.

Supervising and supporting the administration of administrative authorities in accordance with law. We shall give play to the judicial
examination function of administrative trial on the administrative enforcement of intellectual property right law, supervise and
support the administration of administrative authorities in accordance with law, safeguard the lawful rights and interests of the
administrative counterparts of intellectual property rights, protect the administrative order of intellectual property rights and
boost the administrative protection of intellectual property rights. We shall support administrative authorities to crack down upon
tortious acts in accordance with law; in case an administrative authority files an application for compulsory execution of an administrative
handling decision, where it meets the conditions for compulsory execution, it shall be timely ruled and executed compulsorily; intensify
judicial supervision over the administrative omission of the serious tortious acts against intellectual property rights and urge
the administrative authorities for law enforcement to refrain the tortious acts in light of their functions; perform the duty of
judicial review over the cases of disputes over the ownership of such intellectual property rights as patent right and trademark
right and carry out the examination on the legality of an administrative behavior in terms of fact verification and law application
in an all-around way.

10.

Intensifying supervision over the trial of intellectual property rights and coordination between cases. We shall smooth the channel
for applying for the retrial of intellectual property right cases, severely examine a case that attracts much attention from the
related parties and the society, and where any wrong judgment is found, we shall timely retry the case and revise the original judgment;
we shall have the work for stopping litigation and visits done properly in accordance with the relevant laws and policies where it
is determined that an appeal is made unreasonably,; we shall intensify supervision over the trial of cases of disputes over administrative
authorization of intellectual property rights. With respect to an affiliated case highly affecting the society, the trial courts
shall attach importance to the communication with each other, unify the trial standards and ensure the consistency of judgments,
in case the judgments is found to be apt to conflict with each other, the situation shall be reported to the court of higher level
for guidance, coordination and resolution; the reporting system for significant intellectual property right cases shall be set up,
where a case affects the overall situation and has great impact, or the object litigation is huge and is a new-type case without
precedent, the court accepting such case shall notify the trial situation to the court of higher level of in a timely manner; and
we shall further perfect the system for the determination and archival filing of well-known trademarks.

11.

Perfecting the system for enforcing intellectual property right cases. The system for centralized enforcing intellectual property
right cases shall be set up, any court accepting relatively more intellectual property right cases shall appoint a special collegial
panel or group in the enforcement department to be in charge of the centralized enforcement; in case any person against whom a judgment
or order is being executed refuses to stop infringing upon as required in an effective judgment and goes on the original tortious
act, the obligee may investigate his/her civil liabilities in accordance with law, moreover, the court shall assist the public security
organ or the procuratorial organ to investigate his/her criminal liabilities under the crime of refusing to enforce a judgment.

12.

Perfecting the system for the jurisdiction and acceptance of civil intellectual property right cases. In principle, the first instance
of civil intellectual property right cases shall be conducted by the courts at or above the intermediate level; with respect to a
place where there exists too much pressure on the trial of these cases owing to the vast occurrence of such cases, the higher court
may report the situation to the Supreme People’s Court and request it to designate some grass-root courts to rule some intellectual
property right cases; the system for designing jurisdiction of cases involving patent, new plant variety and the layout-design of
integrated circuits shall be exercised strictly; the standards for the grade jurisdiction of civil intellectual property right cases
shall be adjusted appropriately and the intermediate courts’ acceptance scope of the cases of first instance shall be enlarged; with
respect to a intellectual property right case endowed with general significance in the application of law, the lower court may report
it to the higher court to try upon discussion and decision of the judicial committee, and the higher court may directly try the case
where it determines upon examination that the case meets the related conditions; we shall actively probe into the reform of subject-matter
jurisdiction for different instances of intellectual property right cases; with regard to a case of provisional measures before a
lawsuit is lodged, the department putting it on record shall immediately transfer it to the division in charge of trying intellectual
property right cases for examination by the professional judicial personnel, and ensure judgment shall be ensured to be made within
the statutory time limit, and enforced immediately through the coordination of the judicial personnel.

13.

Intensifying compensation for infringement and civil punishment in accordance with law. We shall reinforce the applicable rules on
compensating for the infringement upon intellectual property rights, implement the principle of full compensation, make efforts to
decrease the cost for defending rights and enhance the overawing effectiveness of civil punishment. We shall appropriately loose
the obligees’ burden of proof; in case it is proved that an infringer has committed the tortious activity on many occasions at different
time, we may presume that the tortious act is continuous, based on which we determine the corresponding compensation extent; in case
mental injury is suffered by a plaintiff, as a natural person, from the tortious act, we shall, in light of his/her petition, determine
reasonable consolation money for mental injury; as for the attorney fees paid for a litigation by the parties concerned according
to the related provisions, they shall be reasonably determined and listed into the compensation extent in light of the petitions
of the parties concerned and by comprehensively taking into consideration such elements as the necessity, the degree of support to
all claims, the proportion between the claimed amount of damages and the actually judged amount, etc; we shall, in light of the subjective
faults of the parties concerned, determine the corresponding liabilities for compensation, and apply civil sanction to punish the
infringers in accordance with law.

14.

The provisional measures shall be applied in a correct manner and in accordance with law. With respect to any application for provisional
injunction, prior enforcement, property or evidence conservation filed by a party concerned before a lawsuit is brought or during
the processing of a lawsuit, it shall be accepted actively, examined swiftly, ruled cautiously and enforced immediately. We shall
pay high attention to the time effect of the provisional measures adopted before a lawsuit is brought; understand the material conditions
for the adoption of provisional measures in a correct manner, with respect to provisional injunction, we shall, when stressing on
the examination of infringement possibility, take into consideration the prescribed period for litigation and the damage situation
at the same time; with respect to evidence conservation, we shall, when taking the infringement possibility into account, stress
on considering such elements as evidence risks and the applicant’s ability to obtain evidences at the same time; we shall also scientifically
and reasonability determine the guarantee requirements.

15.

The facts on professional technologies shall be determined appropriately. We shall stress on giving play to the roles of people’s
assessor, expert witness, expert consultation and technical appraisement in settling the problems faced during the determination
of the facts on professional technologies. We shall, upon the recommendation of the grass-root courts of the cities the experts reside,
pay attention to appointing the experts who possesses professional technological speciality and certain legal knowledge and are generally
recognized; support the parties concerned of a case to invite the personnel with expertise to present in court as auxiliary personnel
of a lawsuit and explain the technical problems involved in the case without being restricted by the time limit for producing evidence;
with respect to a complex and difficult intellectual property right case, we may consult the technical and legal experts in the related
field; with respect to a professional technological problem hard to determine by any other means, technical appraisement may be conducted
by entrusting a professional organto do so. With respect to such evidential materials formed abroad as publication, whose authenticity
may be directly and preliminarily determined and are not required to go through the formalities for notarial certification, except
that the opposite party concerned is able to put forward effective challenge on its authenticity and the party who produces such
evidence can’t retort effectively.

16.

Any abuse of intellectual property right shall be forbidden. The right limits of the obligees of intellectual property rights and
the general public shall exactly defined, and such defending grounds of the parties concerned as prior right, prior use right, known
technology, estoppel, fair use and legitimate use, etc, shall be examined and supported in accordance with law; acts illegally monopolizing
technologies and obstructing the development of technology shall be prevented, such causes for the nullification of technical contracts
as restricting research and development, forcible grantback, blocking implementation, tie-in sale, restricted purchase and forbidding
effectiveness questioning, etc shall be verified in accordance with so as to maintain fair competition in the technological market;
the obligees shall be prevented from abusing infringement warning and litigious right and the system for determining non-tort actions
and that for compensating correspondingly for indiscriminate lawsuits and shall be perfected.

17.

Making greater efforts in conciliating intellectual property right cases. We shall, when trying the intellectual property right cases
by means of judgment, stress on the conciliation of such cases simultaneously, stick to the principle of “to conciliate when possible,
judge when necessary, combine conciliation with judgment and solve the dispute when the case is concluded” and increase the rate
of the conciliated cases and that of the compromised and withdrawn cases and implement the conciliation of throughout the whole process
of trial; attach high importance to the conciliation used in the cases of provisional measures before litigation, actively probe
and summarize the experience in coordinating administrative cases of intellectual property rights and self-incriminating criminal
cases; attach importance to giving play to the roles of industrial associations and professional personnel in communication and coordination
as well as removing the opposing sentiment and resolving contradictions and disputes.

18.

Earnestly implementing the measures of jurisdiction for the people. We shall intensify litigation guidance and interpretation, enhance
the parties’ ability to participate in actions, and strengthen the judgment’s public reliability and executive force. We shall prepare
a guide for the lawsuits of intellectual property rights; stick to the system of open trial; comprehensively implement the system
of the notification of rights and obligations to the parties concerned and the system of warning litigation risk; probe into the
system for directing the parties in producing evidences; probe into the trial implementation of investigation order system, with
respect to any evidence that is kept by the related department under the state and can’t be acquired by a party concerned on his/her/its
own strength or any other evidence that can’t be obtained by a party concerned owing to impersonal reasons, the court may try to
authorize the party’s attorney agent to investigate and obtain the evidence; we shall make greater efforts in conducting judicial
relief, deduct or exempt the legal cost of the intellectuals with economic difficulties and the enterprises under especially difficult
situation or close to bankruptcy; intensify the examination of agent capacity and regulate intellectual property right lawsuits lodged
by citizens by proxy in accordance with law; regulate the relationship between judges and lawyers in accordance with law, earnestly
examine the litigation materials presented by lawyers in accordance with law and fully hear the lawyers’ opinions; reinforce the
awareness of concluding a trial within the prescribed time limit and the awareness of efficiency, strictly examine and cautiously
decide to discontinue an action so as to relieve the parties from unnecessary litigation exhaustion; enhance the capacity of preparing
ruling papers, in which the right and wrong shall be clarified by legal reasoning.

IV.

Taking effective measures to enhance the judicial protection of intellectual property rights

19.

Intensifying the professionalization of the trial team of intellectual property rights. We shall attach importance to choosing and
cultivating the intellectual property right judges from the persons who are accomplished in laws, have relatively good base in foreign
languages, possess scientific or engineering background and have certain trial experience so as to further improve the professional
structure of the trial team of intellectual property rights; attach importance to keeping relatively stable the judge team of intellectual
property rights; build up a scientific and reasonable performance appraisal system and avoid the practice of simply taking the number
of cases as a measurement standard; intensify the training of the intellectual property right judges and enhance their professional
skills; enhance their political quality and professional ethics of the intellectual property right judges and effectively improve
their sense of honesty and jurisdiction.

20.

Perfecting the trial structure of intellectual property rights. The Supreme People’s Court, any higher court, intermediate court accepting
relatively more intellectual property right cases and any grass-root court appointed to accept intellectual property right cases
shall set up independent intellectual property division, while any other intermediate court shall establish a collegial panel to
uniformly try the intellectual property right cases; such functional departments as those in charge of putting a case on record,
criminal trial, administrative trial, enforcement and supervision on trial, etc, shall designate special collegial panels and professional
personnel to take charge of examining, trying and enforcing of the intellectual property right cases .

21.

Intensifying the coordination and cooperation among the functional departments in charge of protecting intellectual property rights.
The business coordination and communication among the departments in charge of the criminal trial, civil trial and administrative
trial of the cases of intellectual property rights shall be intensified, the work connection between the departments in charge of
the trial of intellectual property rights and the departments in charge of supervising trials shall be intensified, and information
notification and business communication between the courts at higher level and that at lower level shall be intensified also. We
shall attach importance to intensifying work coordination with the related administrative enforcement departments of intellectual
property rights, intensifying cooperation and mutual restriction with the public security and procuratorial organs when carrying
out the work involving the crim

OPERATING RULES FOR APPLYING FOR THE ESTABLISHMENT OF FINANCIAL COMPANIES OF ENTERPRISE GROUPS






Circular of China Banking Regulatory Commission Concerning the Printing and Distribution of the Operating Rules for Applying for the
Establishment of Financial Companies of Enterprise Groups

Each banking regulatory bureau:

The amended Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups are hereby printed and
distributed to you, please observe and implement them earnestly. Meanwhile, the primary Operating Rules for Applying for the Establishment
of Financial Companies of Enterprise Groups (Yin Jian Fa [2006] No.78) shall be repealed.
The China Banking Regulatory Commission

January 26, 2007

Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups
Chapter I General Provisions

Article 1

In accordance with the Banking Supervision Law of the People’s Republic of China and the Measures for the Administration of Financial
Companies of Enterprise Groups (hereinafter referred to as Measures), the present Rules are formulated with a view to further regulating
the work relevant to the application for setting up financial companies of enterprise groups (hereinafter referred to as financial
companies) and guaranteeing the healthy and orderly proceeding of the work relevant to the market access of financial companies.

Article 2

The term “financial company” as referred to in the present Rules means the non-bank financial institutions that provide financial
management services for the member entities of enterprise groups (hereinafter referred to as member entities) in order to reinforce
centralized management of enterprise group funds and enhance the fund utilization efficiency.

Article 3

The present Rules shall apply to the market access behaviors occurring during the stage of preparatory establishment or business
opening of a financial company to be established. As regards the market access of the financial companies established by foreign-funded
investment companies (in which foreign capital stock accounts for 25% or more), the present Rules shall apply by analogy.

Article 4

Where any financial company is established within the territory of China, it shall be reported to China Banking Regulatory Commission
(hereinafter referred to as CBRC) for examination and approval.

Chapter II Establishment Conditions

Article 5

An enterprise group (parent company) applying for the establishment of a financial company shall meet the following conditions:

(1)

It complies with the industrial policies of the state and has core principal business.

(2)

Its registered capital is not less than 800 million Yuan by the end of the year prior to its application.

(3)

By the end of the year before its application, its member entities’ total assets consolidated into statement for accounting as prescribed
is not less than 5 billion Yuan, and the net assets ratio may not be lower than 30%.

(4)

Its financial situation is good, for two consecutive years before its application, by the end of each year, the total amount of its
member entities’ business income consolidated into statement for accounting as prescribed is not less than 4 billion Yuan, and that
of pre-tax profits is no less than 200 million Yuan.

(5)

It has stable cash flow with a large scale.

(6)

It has been set up for more than two years and possesses certain experience in the internal financial management and capital management
of enterprise group.

(7)

It has sound corporate governance structure and has no improper associated transaction.

(8)

Its credit standing is good, and in the two consecutive years prior to its application, it has no bad credit record or illegal or
irregular act.

(9)

The source of the funds used for purchasing shares is authentic and lawful, no loan funds or the funds entrusted by other people may
be used to purchase shares. And

(10)

Other prudential conditions as provisioned by CBRC.

Article 6

A financial company’s registered capital shall be raised mainly from the member entities of the enterprise group or through absorbing
the shares of the strategic investors with much experience in industrial management excluding the member entities.

Except for enterprise groups of a special industry into which external investors are restricted from entering and obtains the consent
of CBRC in advance, a newly established financial company’s shareholders shall include strategic investors with much industrial managing
experience or its operation team shall include at least one senior manager with much practical experience and one risk management
professional.

Article 7

For becoming a shareholder of a financial company of an enterprise group, a member entity of the enterprise group shall meet the
following requirements:

(1)

It has been registered as an enterprise legal person at the administrative department of industry and commerce.

(2)

It possesses a sound corporate governance structure or effective organizational management manner.

(3)

It has good social reputation, credit record and taxation record.

(4)

Its financial situation is good, and it consecutively gains profits in the latest two accounting years.

(5)

After the year-end distribution, its net assets accounts for 30% or more of its total assets (in accordance with the standards for
consolidated accounting statements).

(6)

Its operation and management are nice, it repays bank loans on time and in full amount, and commits none illegal or irregular act
in the latest two years.

(7)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may
not be used to purchase shares.

(8)

This investment complies with the legal provisions of the state. And

(9)

Other prudential requirements as provided for by CBRC.

Article 8

For becoming a shareholder of a financial company, a strategic investor other than the member entities of an enterprise group shall
meet the following requirements:

(1)

He consents that he will, in principle, not alienate the shares of the financial company he holds within 3 years as of the date of
the establishment of the financial company, and this shall be indicated in the financial company’s articles of association.

(2)

He possesses 3 years or more of experience in operating and managing financial companies or similar institutions. And

(3)

Other prudential requirements as provisioned by CBRC.

Article 9

As regards a strategic investor that is a financial institution legal person, for becoming a shareholder of a financial company,
it shall meet, in addition to the requirements prescribed for in Article 8 , also the following requirements:

(1)

It possesses a nice corporate governance structure.

(2)

It has sound and effective inner management and risk control bylaws.

(3)

Its financial situation is nice and it consecutively gains profits in the latest two years.

(4)

Its credit standing is nice, and it has not been substantially punished by the supervisory organ in the latest two consecutive years.

(5)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may
not be used to purchase shares.

(6)

It meets the related supervisory requirements and indices, and this investment complies with the related laws, regulations and supervisory
provisions.

(7)

In case it is an overseas financial institution legal person, its total assets may not, by the end of the latest year, be less than
USD 1 billion in principle. And

(8)

Other prudential requirements as provided for by CBRC.

Article 10

As regards a strategic investor that is a non-financial institution legal person, for becoming a shareholder of a financial company,
it shall meet the requirements as provided for in Articles 7 and 8.

Article 11

A financial company to be set up shall meet the requirements as follows:

(1)

The establishment is really necessary for the concentrated management of enterprise group’s funds, and the financial company can,
upon reasonable estimate, achieve a certain business scale.

(2)

It has the articles of association complying with the provisions of the Company Law of the People’s Republic of China and the Measures.

(3)

It has the minimum registered capital as provided for in the Measures.

(4)

It has the directors and senior managers that meet the requirements on post-holding qualification as provided for by CBRC, and a proportion
of professional practitioners as prescribed, as well as qualified professional talents for key posts such as risk management and
fund intensive management, etc.

The term “directors and senior managers” as referred to above means the financial company’s legal representative of and the personnel
who enjoy decision-making power over the operation and management of the financial company or who play mail role in risk control,
including the chairman of the board of directors, vice chairmen thereof, directors, general managers and deputy general managers.

The term “personnel for key posts such as risk management and fund intensive management” as referred to above means the working staff
that, according to the establishment of the specific business departments, business bylaws and business flow of the company, undertake
the duties of risk management and fund intensive management in the principal business activities of the financial company.

The number of the personnel that have been undertaking finance or accounting work for 3 years or more may not be less than 2/3 of
the total number of the personnel of the financial company, particularly, that of the personnel that have been engaging in finance
or accounting work for 5 years or more may not be less than 1/3.

(5)

It has established relatively perfect bylaws for corporate governance, inner control, business operation and risk prevention, etc,
and has set up relatively perfect information management system and risk control system.

(6)

It has a business place, safety measures and other facilities as required. And

(7)

Other prudential requirements as provided for by CBRC.

Chapter III Directors and Senior Managers

Article 12

The post-holding qualifications of a financial company’s chairman of the board of directors and vice chairmen thereof, general managers,
deputy general managers as well as senior managers who do not hold the posts mentioned above but undertake the same duties, shall
be subject to the examination and approval of CBRC.

Article 13

A financial company’s directors and senior managers shall meet the following basic requirements:

(1)

Being a natural person with complete civil capacity.

(2)

Possessing nice vocational ethics, personal integrity, morality and reputation, acquainting with and respecting laws and administrative
regulations, and having a nice record in respect of the abidingness of law and regulation.

(3)

Possessing professional knowledge, skills and work experience necessary for fulfilling his duties, ensuring the time and energy necessary
for fulfilling his duties, showing nice judging and management capacity in his acts and decisions, and having no ill practicing record.

(4)

Possessing the independency necessary for fulfilling his duties.

(5)

Not falling within any of the circumstances under which he may not undertake the post of director or senior manager of any financial
institution as prescribed by any law or regulation. And

(6)

Other prudential requirements as provided for by CBRC.

Article 14

A financial company’s directors shall also meet the requirements as follows in addition to the requirements listed in Article 13
:

(1)

Possessing more than 5 years of working experience in such field as economy, banking, law, finance or any other one facilitating his
performance of the director’s duties.

(2)

Being capable of judging the operation, management and risk situations of the financial company from its financial statements and
statistical statements. And

(3)

Acquainting with the financial company’s corporate governance structure, articles of association, duties of the board of directors
as well as the rights and obligations of the members of the board of directors.

Article 15

The chairman or vice chairman of a financial company shall meet, in addition to the requirements listed in Articles 13 and 14, also
the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years,
or having been engaging in the accounting work or fund management work of this enterprise group for more than 8 years, or having
been engaging in the core principal business and the related management work of this enterprise group for more than 10 years.

Article 16

A financial company’s general manager and deputy general manager shall meet, in addition to the requirements as provided for in Article
13 , also the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years
or having been engaging in the accounting work or fund management work for more than 10 years (among which, more than 3 years for
engaging in the financial work).

In case the general manager or deputy general manager holds the post of director concurrently, the requirements as provided for in
Article 14 shall be satisfied.

Article 17

A senior manager introduced from overseas shall also meet the following requirements in addition to the requirements as provided
for in Article 13 :

(1)

Acquainting with the economy, financial policies and the related laws and regulations on financial supervision of China as well as
the operating rules and characteristics of both the domestic and foreign financial markets.

(2)

Possessing the working experience and organizational management experience in line with the post he holds.

He shall possess more than 5 years of fund management experience in a world famous transnational financial institution or the fund
centralized management experience in a world famous large-scale enterprise, and more than 3 years of experience in the post of business
department manager or the equivalent post or above.

Or, he shall possess more than five years of working experience in a world famous commercial bank or investment bank, acquaint with
fund plans and the investment and financing business of capital market, and possess more than 3 years of experience in the post of
business department manager or the equivalent post or above.

In case he concurrently holds the post of director, the requirements prescribed in Article 14 shall be also satisfied.

Chapter IV Application for Establishment

Article 18

The establishment of a financial company shall be divided into such two phases as the application for preparatory establishment and
the application for opening business, and the application materials shall be submitted by the parent company of the group as the
applicant.

Article 19

The applicant shall submit the application materials for preparatory establishment and opening business to the banking regulatory
bureau at the locality of the financial company is to be established.

Article 20

The application materials for preparatory establishment shall contain the contents as follows:

(1)

Application form for preparatory establishment (see attached list 1).

(2)

Application letter for preparatory establishment, which shall contain such contents as the name of the financial company to be set
up (for which the approval of the administrative organ of industry and commerce is not required), the place where the financial company
is to be set up, its registered capital, shareholders, equity structure and business scope, etc.

(3)

Feasibility study report on establishing the financial company.

(4)

Materials for proving the qualification of the parent company of the group.

(5)

Roster of the member entities and the related evidentiary materials issued by the competent departments.

Member entities shall contain the parent company of the group, the subsidiary companies with 51% shares held by the parent company
(hereinafter referred to as subsidiary companies), the companies with more than 20% shares held by the parent company or a subsidiary
company either solely or jointly, or with less than 20% shares held but the position of the biggest shareholder occupied thereby
as well as the public institution legal persons or social group legal persons affiliated to the parent company or the subsidiary
companies.

(6)

Materials about the shareholder qualifications of the applicant and other contributors.

(7)

The contributors’ capital contribution guarantee or agreement.

(8)

Written commitment made by the board of directors of the parent company on increasing corresponding capital in the case of any payment
difficulty, etc encountered by the financial company.

(9)

In the case of the introduction of senior managers or risk management professionals, the parent company’s board of directors shall
provide the related evidentiary materials on such introduction.

(10)

Evidentiary materials signed by the parent company’s legal representative on confirming the authenticity of the materials submitted
by the parent company and its member entities.

(11)

Legal letter issued by a law firm on the applicant’s legality, regulation-compliance and integrity in respect of the procedure and
materials for applying for preparatory establishment. And

(12)

Other documents and materials shall be submitted as required by CBRC.

Article 21

The feasibility study report on establishing a financial company shall contain the major contents as follows:

(1)

The enterprise group’s basic information, including its historical evolution, situations of its member entities, organizational structure,
personnel situation, basic financial situations and principal financial indices, etc.

(2)

Industry to which the enterprise group belongs and instruments on the related industrial policies of the state.

(3)

The enterprise group’s production and operation situations, its position in the industry, development plans and the proportion of
its core principal business in its assets, etc.

(4)

Cash flow analysis, that is, the analysis on the scale, characteristics and routs, etc, of the enterprise group’s cash flow in the
last two years and the reasonable forecasting of its future cash flow.

(5)

The enterprise group’s finance and fund management experience. And

(6)

Principles, role, business volume forecast and profit mode of the financial company to be set up.

Article 22

The materials on proving the qualification of the parent company of a group shall contain the major contents as follows:

(1)

Enterprise Group Registration Certificate as issued by the administrative organ of industry and commerce.

(2)

Materials proving that the enterprise group conforms to the related industrial policies of the state.

(3)

The parent company’s articles of association, organizational structure and internal management system.

(4)

Certificate on tax payment credit rating issued by the tax authorities; list of the banks from which the parent company lends money
during the latest three years and the no bad credit record certificates confirmed by these banks; announcement made by the board
of directors (or operation decision-making body) of the parent company on the company’s legality and regulation-compliance.

Special explanation shall be made accordingly where the general public or any media discloses the company’s any illegal or irregular
act.

(5)

Accounting statements (including consolidated accounting statements) of the latest two years which are prepared pursuant to the Enterprise
Accounting Standards and have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance
with law. The accounting statements contain: balance sheet, profit and loss statement, cash flow statement and annotations of accounting
statement, etc. Great associated transactions of the enterprise shall be disclosed in the annotations of accounting statements as
required by the Enterprise Accounting Standards promulgated by the Ministry of Finance.

Article 23

The materials on the shareholders qualifications of the applicant and other contributors shall contain the basic contents as follows:

(1)

A roster of the applicant and other contributors, photocopy of the business license, accounting statements of other contributors (including
balance sheet, profit and loss statement, cash flow statement and annotations of accounting statement) of the latest two years which
have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance with law, and the evidential
materials on repaying bank loans on time confirmed by the loan-granting banks.

(2)

Evidence on the source of the contributed funds.

(3)

Moreover, a strategic investor shall provide the related materials on proving its successful engagement in the operation and management
of financial companies or similar institutions for more than 3years, mainly including:

The strategic investor’s organizational structure, roster of its main shareholders, branches, roster of the subsidiary companies it
holds d (participates in or controls) and their principle business and major profit source, its actual controller, major associated
enterprises and the associated relationships.

In case the strategic investor is a financial institution, it shall also provide the opinion letter issued by the competent regulatory
organ on its corporate governance structure, credit status, regulation-compliance status and its prudent operation situation, as
well as the report produced by an international rating agency and recognized by CBRC on its credit rating in the latest two years.

The evidential materials on the centralized management scale and mode of financial companies’ funds or that of similar institutions
as conducted by the strategic investor in the latest three years and the successful cases, etc.

Article 24

The contributors’ guarantee for and the agreement on capital contribution shall contain the main contents as follows:

(1)

The guarantee for or the agreement on capital contribution shall be affixed with the signature of the legal representatives of all
contributors (or promoters) and the official seals; the agreement shall specify the capital-contributing proportion of each contributor
(or promoter), their rights and obligations, etc, and shall authorize in written the parent company of the group, as an applicant
on behalf of all the contributors, to handle preparatory establishment issues.

(2)

The strategic investors shall indicate in the investment agreement their promise of not alienating the shares they hold in the financial
company within three years.

(3)

The resolution, authorization or approval papers made at the shareholders’ meeting or by the board of directors on the contributors’
contemplation of contributing funds to se up the financial company.

Article 25

The application materials for opening business shall contain the contents as follows:

(1)

Application form for opening business (see attached list 2).

(2)

Report on the application for opening business, including the explanation on the accomplishment of the preparatory work, the contribution
of the registered capital, the business to be opened, the preparation of the related systems, inner institutions, staff number and
structure, etc. The report shall be signed jointly by all the contributors’ legal representatives and affixed with official seals.

(3)

The articles of association draft of the financial company to be established.

(4)

The financial company’s operation principles and plans of.

(5)

A roster of the finance company’s shareholders, their respective amounts and investment proportions.

(6)

Capital verification certificate produced by a legal capital verification institution on the capital contributions of the finance
company’s shareholders;

The capital verification certificate produced by a legal capital verification institution means a capital verification report issued
by an accounting firm set up within the territory of China in accordance with law.

(7)

A registration letter issued by the administrative department for industry and commerce on advance approval of the financial company’s
name.

(8)

Name list, detailed profession training, resumes and post-holding qualification certificates of the directors and senior managers
to be appointed.

(9)

Evidentiary materials on the personnel to hold such pivotal posts as risk control and fund centralized management.

(10)

Evidentiary materials on the introduced risk management professionals’ assuming of the manager post for two years or more in risk
management department.

(11)

Evidentiary materials on the related personnel’s engagement in the financial or accounting work for 5 years or more.

(12)

The financial company’s business rules and risk prevention system, which shall contain the strict risk isolation between the financial
company and its parent company.

The financial company shall, by referring to the Guidance for Internal Control of Commercial Banks, set up and perfect the rules and
regulations on the business to be opened and internal risk control system.

(13)

The financial company’s management information system and risk control system.

(14)

Materials on the financial company’s business place and other business-related facilities (which means the agreement on the financial
company’s purchase or lease of business place and the documents produced by the public security department and fire department, etc
on the check and acceptance of business place and other business-related facilities.).

(15)

Resolutions made at the first shareholders’ assembly of the financial company.

(16)

Legal opinion on the applicant’s legality, regulation-compliance and integrity in respect of the application procedure and materials
for opening business as produced by a law firm. And

(17)

Other documents and materials as required by CBRC.

Article 26

The articles of association draft of a financial company to be set up shall contain the main contents as follows:

(1)

The company’ name, domicile, organization form, business scope and registered capital.

(2)

Each shareholder’s name and investment amount, the shareholders’ rights and obligations and the strategic investors’ promise of not
alienating the shares they hold in the financial company within three years.

(3)

The company’s legal representative, institutions, as well as its formation method, discussion rules.

(4)

Method of profit distribution. And

(5)

Causes for dissolution and liquidation method, and the promise of the parent company’s board of directors on increasing corresponding
capital when the financial company encounters any payment difficulty, etc.

Article 27

The name list of the directors and senior managers to hold posts in a financial company, their detailed professional training, resumes
and post-holding qualification certificates shall include the following main contents:

(1)

Their application letters for the approval of post-holding qualification, which shall be affixed with the signature of the applicants’
legal representatives and official seals.

(2)

Their application forms for the approval of post-holding qualification (refer to Attached list 3).

(3)

Comprehensive appraisement on their morality, whether there is any bad record, business capacity, management capability and work performance,
etc as conducted by the parent company of the group or the appointment and removal departments of the entities in which they are
currently holding posts.

(4)

Photocopies of their identity certificates.

(5)

Photocopies of their academic certificates and professional technology certificates recognized by the state.

Such photocopies shall be affixed with the seals of the applicants, and the CBRC shall take charge of examining and verifying the
originals.

(6)

Announcements signed by them on no bad record.

(7)

Evidentiary materials on proving that the introduced senior managers comply with the related prescribed requirements.

(8)

Announcement signed by the person in charge of the appointment and removal department of the parent company of the group on the authenticity
of all the application materials.

(9)

Materials in the shareholders’ meeting on proposing the directors and senior managers to hold posts. And

(10)

Other materials

CIRCULAR OF THE FOREIGN INVESTMENT BUREAU OF THE STATE ADMINISTRATION OF INDUSTRY AND COMMERCE ON EMPLOYING THE NEW EDITION OF REGISTRATION CERTIFICATE OF RESIDENT OFFICES

Circular of the Foreign Investment Bureau of the State Administration of Industry and Commerce On Employing the New Edition of Registration
Certificate of Resident Offices

Foreign Investment Departments of the Administration of Industry and Commerce of all provinces, autonomous regions, municipalities
directly under the Central Government:

The State Administration of Industry and Commerce printed the new edition of Registration Certificate of Resident Offices of Foreign
Enterprises lately. The authorized bureaus which are responsible for the registration of resident offices of foreign enterprises
may apply to the State Administration of Industry and Commerce for the new edition as of today and start to use it.

Tel: 010-68057995

Fax: 010-68058004

Foreign Investment Bureau of the State Administration of Industry and Commerce

February 6, 2007

 
Foreign Investment Bureau of the State Administration of Industry and Commerce
2007-02-06

 




CONSTITUTION ACT, 1982 – page 22

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