SUPPLEMENTARY NOTICE OF THE MINISTRY OF FINANCE ON RELEVANT ISSUES CONCERNING THE LEVY OF SPECIAL PROFIT CHARGE ON CRUDE OIL

Supplementary Notice of the Ministry of Finance on Relevant Issues concerning the Levy of Special Profit Charge on Crude Oil

Cai Qi No. 183 [2006]

Departments (Bureaus) of public finance of all provinces, autonomous regions, municipalities directly under the Central government
and cities under separate state planning, relevant ministries and commissions under the State Council, relevant departments directly
under the State Council, China National Petroleum Corporation, China Petrochemical Corporation, China National Offshore Oil Corporation,

After the issuance of the Notice of Ministry of Finance on Printing and Distributing the Measures for the Administration on the Levy
of Special Profit Charge on Crude Oil (Cai Qi No.72[2006], hereinafter referred to as “the Measures”), some oil exploitation enterprises
have made some suggestion on overall and accurate implementation of the Measures. And hereby supplementary notice on relevant issues
concerning the levy of special profit charge on crude oil is noticed:

As for the levy scope of special profit charge on crude oil

No matter whether the crude oil, exploited within the land areas of the People’s Republic of China or the sea areas under its jurisdiction,
is sold within the territory of China or not, special profit charge on it shall be paid in accordance with the relevant provisions.
The value-added tax for crude oil , charge for using the mining area and conservation oil of the state, paid to the state by the
Chinese-foreign cooperative oilfield in accordance with the relevant provisions, may not be levied the special profit charge on crude
oil .

As for the main bodies paying special profit charge on crude oil of joint venture cooperative enterprises

As to the payment of special profit charge on crude oil by a joint venture cooperative enterprise, an application for declaration
shall be made to the financial authority uniformly by the party having the license for oil exploration and exploitation among the
two parties of the joint venture cooperative enterprise. The financial authority shall, after verifying the submitted report form
of special profit charge on crude oil, confirm in writing the sum of special profit charge on crude oil that shall be paid by each
party of the enterprise. The enterprise shall, in light of the sum confirmed in the written notice, fill in a “Common Payment Book”
and pay it directly.

As for relevant issues on the calculation of special profit charge on crude oil of Chinese-foreign cooperative oilfield

All parties of Chinese-foreign cooperative oilfield shall, on the basis of the price of shares set on schedule by all cooperative
parties, calculate the special profit charge on crude oil. Special profit charge on crude oil may not be recovered as corresponding
cost in the joint account book of the parties of the cooperative enterprise.

Other relevant issues

(1)

The special profit charge on crude oil shall be paid in RMB;

(2)

The special profit charge on crude oil, which shall be paid by each party of the cooperative oilfield, shall be listed separately
when the application for payment is made. The late fee and fine, which shall be collected additionally due to the delay of application
or payment in a fixed period of time , shall be separately born by relevant responsible parties.

(3)

Petroleum exploitation enterprises shall, when applying for special profit charge on crude oil that shall be paid, provide their price
implementation document for selling crude oil in each month. The Chinese-foreign oilfield shall provide the definite document for
the price of shares determined by all cooperative parties.

The Ministry of Finance of the People’s Republic of China

June 30, 2006

Ministry of Finance
2006-06-30

CIRCULAR OF THE STATE ADMINISTRATOR OF TAXATION CONCERNING THE EFFECTIVENESS AND ENFORCEMENT OF PROTOCOL II OF THE TAX AGREEMENT BETWEEN CHINA AND KOREA

Circular of the state administrator of Taxation concerning the Effectiveness and Enforcement of Protocol II of the Tax Agreement between
China and Korea

Guo Shui Han [2006] No.100

The state taxation bureaus and local taxation bureaus in each province, autonomous region, municipality directly under the Central
Government, and city specifically designated in the state plan:

The Government of the People’s Republic of China and the Government of the Republic of Korea have signed Protocol II to the Agreement
concerning the Avoidance of Dual Taxation and the Prevention of Tax Evasion in Beijing on March 23,2006,and the Ministry of Foreign
Affairs of both parties have sent the notes to each other respectively on April 13,2006 and July 4,2006,in which they confirm that
both parties have gone through the legal procedures for the effectiveness of the said protocol . In accordance with Article 7 of
the said protocol, the said protocol will enter into effect as from July 4,2006.The State Administration of Taxation has printed
and distribute the document of the said protocol to you by the document coded Guo Shui Han [2006]No.52 ,please carry it out accordingly.

State Administration of Taxation

July 11,2006

State Administration of Taxation.
2006-07-11

THE REGULATIONS CONCERNING THE EXAMINATION ON THE EXECUTION OF STATISTICS LAW

Order of the National Bureau of Statistics of the People’s Republic of China

No. 9

The Regulations concerning the Examination on the Execution of Statistics Law , which were amended and adopted at the 8th executive
meeting of the National Bureau of the Statistics of China on July 12,2006, are hereby promulgated and shall come into force upon
promulgation.
Commissioner Qiu Xiaohua

July 17,2006

The Regulations concerning the Examination on the Execution of Statistics Law

(Formulated by the National Bureau of Statistics of China on June 20, 2001, and amended by the National Bureau of Statistics of China
on July 12, 2006)

Chapter I General Provisions

Article 1

In order to scientifically and effectively organize the examination on the execution of statistics law, safeguard the implementation
of the Statistics Law and the statistics system, and maintain and enhance the quality of statistical data, the present Regulations
are formulated in accordance with the Statistics Law of the People’s Republic of China and the detailed rules for its implementation

Article 2

The statistical institutions of the people’s governments at the county level or above and the investigation teams at all levels as
assigned by the National Bureau of Statistics of China shall be the organs of the examination on the execution of statistics law,
and be responsible for the supervision and inspection over the implementation of the Statistics Law and the statistics system as
well as the investigation and punishment over the acts against the Statistics Law or the statistics system according to laws.

Article 3

Each relevant department of the people’s government at the county level or above shall, under the organization and guidance of the
statistical institution of the people’s government at the corresponding level, be responsible for the supervision and inspection
over the implementation of the Statistics Law and the statistics system within its jurisdictional system, and assist the statistical
institution of the people’s government at the corresponding level to investigate and punish the acts of illegal statistics within
its own jurisdictional system.

Article 4

The organs for the examination on the execution of statistics law at all levels shall establish an liability system for administrative
execution of law, and practically safeguard necessary work conditions for the examination on the execution of statistics law such
as the personnel, outlay and so on.

Article 5

The guidelines that “the laws must be fully observed and strictly enforced, and law-breakers must be prosecuted” shall be implemented,
the principle of combining precaution, investigation and punishment, and rectification as well as combining penalty and education,
and the principles of legality, equity, openness and efficiency shall be insisted in the examination on the execution of statistics
law.

Article 6

The organs for the examination on the execution of statistics law at all levels shall encourage the social supervision over the implementation
of the Statistics Law. The National Bureau of Statistics of China shall set up a reporting center to accept reports on statistical
illegal acts from all circles of the society.

Chapter II Organs for the examination on the execution of statistics law and the Inspectors

Article 7

The Legal Affairs Organ of the National Bureau of Statistics shall be in charge of the uniform organization and administration of
the examination on the execution of statistics law throughout the country.

The organ for the examination on the execution of statistics law at the provincial level or the districted city level shall mount
a special organ for the examination on the execution of statistics law and equipped with professional inspectors.

The organ for the examination on the execution of statistics law at the county level may, pursuant to the demand of work, mount a
special organ for the examination on the execution of statistics law, or be equipped with necessary inspectors if it does not have
such a organ.

All relevant departments of the people’s government at the county level or above may be equipped with inspectors pursuant to the demand
of the work.

Article 8

The main responsibilities of an organ for the examination on the execution of statistics law shall be:

(1)

to propagandize and implement the Statistics Law;

(2)

to organize, guide, supervise and administrate the examination on the execution of statistics law;

(3)

to accept reports on illegal statistics , investigate, transfer and supervise the transaction of cases of illegal statistics;

(4)

to transact matters on statistical administrative reconsiderations and administrative litigation; and

(5)

to perform other duties as endowed by the laws, regulations and rules.

Article 9

An inspector for the examination on the execution of statistics law shall possess the following qualifications:

(1)

sticking to principles, being decent, being loyal for his duties and abiding by disciplines and laws;

(2)

having a junior college diploma or above;

(3)

having the relevant legal knowledge and being familiar with the statistical business; and

(4)

having participated in the qualification training of inspectors for the examination on the execution of statistics law, and having
passed the examination and got a certificate of inspector for the examination on the execution of statistics law

Article 10

The qualification training and examination of inspectors for the examination on the execution of statistics law shall be planned,
organized and administrated uniformly by the National Bureau of Statistics of China, and be implemented by the provincial organ for
the examination on the execution of statistics law.

Article 11

The organs for the examination on the execution of statistics law at all levels shall strengthen the professional moral education
and professional skill trainings to its inspectors for the examination on the execution of statistics law, and shall improve the
system of management, examinations, rewards and punishment.

Chapter III General Provisions for the examination on the execution of statistics law

Article 12

The organs for the examination on the execution of statistics law and the relevant departments at all levels shall establish the
system of the examination on the execution of statistics law, and conduct regular work of the examination on the execution of statistics
law by comprehensively adopting ways of overall inspection, special inspection and emphases inspection and so on.

Article 13

The matters about the examination on the execution of statistics law shall include:

(1)

Whether there is any acts that infringement upon the independent exercises of authorities of statistical survey, statistical reports
and statistical supervision by statistical organs and personnel;

(2)

Whether there is any acts of altering statistical data which violate legal procedures or statistical system;

(3)

Whether there is any acts of false reporting,, deceptive reporting, forgery ,alteration, refusing to report or delaying of reports
of statistical materials;

(4)

Whether a statistical institution has been established, or the statistical personnel have been equipped with in accordance with the
law;

(5)

Whether the original records and statistical ledgers are set up;

(6)

Whether the statistical personnel have a statistical practitioner qualification;

(7)

Whether a statistical investigation project has been reported for approval in accordance with the legal procedures, and whether a
legal identifier is marked on the top right corner of a statistical investigation form;

(8)

Whether the investigation is conducted strictly according to the approved statistical investigation scheme, and whether the content,
target or time of the investigation has been altered at will;

(9)

Whether the management and publication of statistical materials accord with the related provisions, and whether there are any acts
by which the state secrets, business secrets of objects under statistical surveys or the monomial investigation materials of individuals=
or families are divulged;

(10)

Whether a foreign-related survey is conducted in accordance with law; and

(11)

Other matters as stipulated by laws, regulations and rules.

Article 14

An organ for the examination on the execution of statistics law shall draft the examination plans which shall include the basis,
time, objects, contents and organizational form of the examination before organizing the implementation of a examination on the execution
of statistics law.

With respect to those entities that are found with suspicion of illegal statistics , a same organ for the examination on the execution
of statistics law shall not implement examination on the execution of statistics law to any of them more than once every year.

Article 15

To conduct a examination on the execution of statistics law, the object under examination shall be noticed in advance, informing
it of the name of the organ for the examination on the execution of statistics law, the basis, scope, contents, methods and time
of the examination, as well as the concrete requirements to the said object, etc.

With respect to an examination implemented to a unit being suspected of any illegal statistics, the examination notice can be issued
at a proper time as considered by the organ for the examination on the execution of statistics law.

Article 16

When conducting any examination on the execution of statistics law ,an inspector shall, first produce his certificate of the examination
on the execution of statistics law or any other certificate of execution of law as prescribed by the laws, regulations or rules to
the object under statistical examination.

The relevant unit or individual has the right to refuse the examination if he fails to produce a legitimate certificate of execution
of law.

Certificates of the examination on the execution of statistics law shall be the valid certificates for the implementation of the examination
on the execution of statistics law which shall be printed uniformly by the National Bureau of Statistics of China and be issued upon
verification by the National Bureau of Statistics of China and the provincial organs for the examination on the execution of statistics
law

Article 17

The organs and inspectors for the examination on the execution of statistics law shall have the following authorities:

(1)

sending out statistical examination inquiry letters according to law, inquiring those under statistical examination on relevant items;

(2)

requiring those under statistical examination to provide original records and vouchers, statistical ledgers, statistical investigation
forms, accounting materials and other related certificates and materials concerning the matters under statistical examination; and
checking related materials by entering into the data entry and handling system subject to the electronic computer management of those
under statistical examination;

(3)

entering into the operation sites and places for storing goods of those under statistical examination to conduct on-site examinations
and verifications;

(4)

upon approval of the principal of the organ for the examination on the execution of statistics law ,registering and keeping original
records and vouchers, statistical ledgers, statistical investigation forms, accounting statements and other related certificates
and materials of those under statistical examination;

(5)

inquiring statisticians, principals and relevant persons of the matters concerned with the examination on the execution of statistics
law;

(6)

recording and reproducing the information and materials about the cases of illegal statistics ; and

(7)

requiring those under statistical examination to send related materials to a designated place for examination.

Article 18

The organs and inspectors for the examination on the execution of statistics law have obligations to keep confidential the business
secrets of those under statistical examination as well as the monomial investigation materials of individuals or families they have
got to know during the course of examination.

Article 19

Those under examination and the persons involved thereof shall not refuse to provide the relevant information, shall not provide
any false information, shall not stimy or dispute the examination by means of violence or menace, and shall reply faithfully to any
statistical examination inquiry letter on schedule.

Article 20

An inspector shall timely submit an examination report to the organ for the examination on the execution of statistics law, and advance
handling opinions or suggestions for problems as found in the examination.

The organ for the examination on the execution of statistics law shall handle acts of illegal statistics as found respectively in
light of the following circumstances:

(1)

In case of a slight act of illegal statistics, the examinee shall be order to make correction or put forward opinions on the examination
on the execution of statistics law; or

(2)

In case of a act of illegal statistics which needs to be put on record for investigation and handling, it shall transact it in accordance
with the legal procedures.

Chapter IV Investigation and Handling of Cases concerning Illegal Statistics.

Article 21

Cases concerning illegal statistics shall be investigated and handled by the organs for the examination on the execution of statistics
law at all levels.

The organs for the examination on the execution of statistics law at all levels may entrust a team (room or office, etc) for the examination
on the execution of statistics law which is lawfully established to investigate and handle the illegal statistics cases of illegal
statistics.

Article 22

The cases of illegal statistics of the missionaries of the organs for the examination on the execution of statistics law at all levels
or their subordinate public institutions shall be investigated and handled by the said organs or the supervisory organ according
to the purview of cadre management.

Article 23

In the examination on the execution of statistics law if any case of illegal statistics is found by any relevant department of the
people’s government at the country level or above illegal statistics and is considered that an administrative penalty shall be given,
it shall timely be transferred to the statistical organ of the people’s government at the corresponding level for handling.

Article 24

In the investigation and handling of cases concerning illegal statistics,, the facts shall be clarified, evidences be conclusive,
the nature be accurately determined, disposal be apt, the laws be correctly applied and the legal procedures be observed.

Article 25

The general procedures for investigation and handling of cases concerned with illegal statistics shall be: the case filing, investigation,
punishment and case settlement.

Any cases concerned with illegal statistics that are found and clearly investigated during the course of the examination on the execution
of statistics law and need to be put on record for investigation and handling, shall be put on record for makeup.

Article 26

If a case of illegal statistics accord with Article 33 of the Law of the People’s Republic of China on Administrative Penalty, and
the facts concerned with illegal statistics are conclusive and have legal basis, an administrative punishment of a fine of not more
than 50 Yuan shall be imposed on a citizen or of not more than 1,000 yuan on a legal person or any other organization, or a warning
shall be imposed, the simple punishment procedures can be applied, and a statistical administrative penalty decision shall be made
on the spot.

Article 27

The following acts of illegal statistics shall be investigated and handled by the organs for the examination on the execution of
statistics law according to laws:

(1)

The leader of a region, department or unit alters any of the statistical materials on his own fabricates any false data or forces
or instigates the statistical organ or statisticians to alter any statistical materials or fabricate any false data;

(2)

The leader of a region, department or entity take revenge against any statistician;

(3)

Any statistical institution or statistician participates in the alteration of any statistical materials or fabrication of any false
data;

(4)

Reporting falsely or deceptively, forging or altering any statistic materials;

(5)

Refusing to report statistical materials, or repeatedly delaying the reporting of any statistical materials;

(6)

Providing untrue or incomplete census materials;

(7)

Refusing to provide the information, providing false information, transferring, hiding or destroying original records, statistical
ledgers, statistical statements or other materials related to statistics when they are subject to a examination on the execution
of statistics law;

(8)

Stimy or dispute the examination on the execution of statistics law by means of violence or menace;

(9)

Any state organ formulates or issues statistical investigation forms without authorization;

(10)

Divulging state secret, business secrets of those under statistical surveys, or monomial investigation materials of individuals or
families by way of violating the provisions of Statistics Law or the statistics system;

(11)

Making use of statistical investigations to steal state secrets, damage social public interests or conduct activities of frauds;

(12)

By violating the Measures for Qualification Accreditation of Statistical Practitioners ,employing or hiring any person that has not
obtained a qualification certificate for statistical practitioner to engage in the statistical work;

(13)

Illegally conducting foreign-related surveys .; or

(14)

other illegal acts as prescribed by laws, regulations or rules.

Article 28

The statistical institution of the people’s government at the county level or above shall govern the illegal statistics cases occurred
within its own administrative religion of those cases, the investigation teams at all levels as assigned by the National Bureau of
Statistics of China govern those occur in the statistical surveys as organized and implemented by the said investigation teams.

The National Bureau of Statistics of China shall govern those illegal statistics cases that have significant effects within the whole
country or that be deemed to be investigated by it.

Article 29

A survey shall be timely organized for those cases that have been determined to be filed for investigation and handling. There shall
be two investigators or more for a common case, and for a significant case, a survey team shall be constituted.

Those investigators shall collect evidences lawfully, objectively and comprehensively, and shall not make subjective judgments, listen
to or believe partial words, or alter or forge evidences.

Article 30

The investigators shall report the investigation conditions and handling opinions to the leader for examination and approval after
finishing the investigation. The handling of a significant case shall be discussed collectively and determined by the principals
of an organ for the examination on the execution of statistics law.

Article 31

Upon the termination of the trial of a case concerned with illegal statistics, the case shall be respectively handled in light of
the following conditions:

(1)

The case shall be revoked at once if there are insufficient evidences to prove the violation of statistics laws, regulations or rules,
or if the violation fact is a slight one, and the offender shall not bear legal liabilities,;

(2)

The case shall be handled by the organ for the examination on the execution of statistics law according to laws if the facts are clear
and the evidences are sufficient concerning the violation of statistics laws, regulations or rules , and no crime is constituted
yet, ; or

(3)

The case shall be transferred to the judicial organ to run criminal liabilities according to laws if the violation of the Statistics
Law constitutes a crime,.

Article 32

Before an organ for the examination on the execution of statistics law makes a statistical administrative penalty decision, it shall
inform the relevant parties of the facts, reasons and basis for the penalty as well as the administrative penalty decision to be
made, and the rights they enjoy according to laws.

Article 33

Before an organ for the examination on the execution of statistics law imposes a fine of 20,000 Yuan or more on a legal person or
any other organization, or a fine of 2,000 Yuan or more on a citizen, it shall inform the parties involved of their right to request
for holding a hearing. If any party involved requires a hearing, the organ for the examination on the execution of statistics law
shall organize a hearing in light of law.

If any party involved requires a hearing for any cases of illegal statistics as investigated by the statistical organ of the people’s
government at the county level or above, and if there are concrete provisions about the amount limit of a comparative lager fine
by the people’s congress or the people’s government of the province, autonomous region or municipality directly under the Central
Government, such provisions shall prevail.

Article 34

The handling of cases of illegal statistics which have been put on the case files for investigation and handling shall be finished
within three months after they are put on record. If it is necessary to prolong the time limit for handling because of any special
circumstance, the prolonging shall be reported for approval in accordance with the provisions, but the prolonging time shall be or
less than three months.

The case is completed after the handling decision of a case concerned with illegal statistics is executed.

Chapter V Archival Filing and Reporting

Article 35

After being put on record ,the following cases concerned with illegal statistics shall be reported to the organ for the examination
on the execution of statistics law at the next higher level within ten days:

(1)

The persons who shall be responsible for illegal statistics involve leaders or cadres of the Party or the government above the section-chief
level;

(2)

Retaliating against any statistician who refuses or resists to alter statistical materials or forge false data;

(3)

Stimying or disputing the examination on the execution of statistics law by means of violence or menace;

(4)

A case that is reported by the mass through collective signature or reported publicly by the news media and has caused large effects
in the society; or

(5)

Any other case the examination organ holds it necessary to report.

Article 36

Any of the following cases concerned with illegal statistics shall within ten days upon finalization of the case, be reported to
the organ of the examination on the execution of statistics law at the next higher level for archival filing:

(1)

Imposing an administrative sanction on a leader or cadre of the Party or the government;

(2)

Holding a hearing;

(3)

Altering or canceling a specific statistical administrative act upon reconsideration;

(4)

A case of statistical administrative lawsuit;

(5)

A case that has been exposed by the news media;

(6)

a fine of 30,000 yuan or more having been Imposed; or

(7)

Any kind of cases that are reported to the organ of the examination on the execution of statistics law at the next higher level after
the case is put on record.

The cases as mentioned in Items (1), (3) and (4) of the preceding Paragraph shall, within 30 days after the said cases are settled,
be reported to the National Bureau of Statistics of China for archival filing by the provincial organ of the examination on the execution
of statistics law .

Article 37

Regular statistical system for investigating and handling the cases concerned with illegal statistics shall be established by The
National Bureau of Statistics of China illegal statistics.

An organ of the examination on the execution of statistics law shall periodically report the information on the examination on the
execution of statistics law as well as the investigation and handling of illegal statistics to the organ of the examination on the
execution of statistics law at the next higher level.

Chapter VI Legal Liabilities

Article 38

If any unit or individual commits any of the following acts, the organ of the examination on the execution of statistics law shall
order it or him to make corrections, circulate a notice of criticism, and can impose, or request the relevant organ to impose, an
administrative sanction on the principal and other persons who shall directly bear the responsibility; if any unit or individual
violates the Law of the People’s Republic of China on Public Security-Related Administrative Punishments, an administrative sanction
shall be imposed by the public security organ; and any unit or individual which is a suspect of a crime shall be transferred to the
judicial organ for criminal liabilities:

(1)

when subject to an examination on the execution of statistics law , refusing to provide any information, providing false information,
transferring, hiding or destroying any original records, statistical ledgers, statistical statements as well as other materials related
to statistics;

(2)

Stimying or disputing the examination on the execution of statistics law by means of violence or menace; or

(3)

Failing to reply to a statistical examination inquiry letter faithfully and timely.

If an enterprise or institution commits any illegal act as prescribed in the preceding paragraph, the organ of the examination on
the execution of statistics law shall, in light of the provisions in the Detailed Rules for the Implementation of the Statistics
Law of the People’s Republic of China, give a warning to it and can impose a fine of 50,000 Yuan or less upon it If an self-employed
household commits any illegal act as prescribed in the preceding Paragraph, the organ of the examination on the execution of statistics
law shall give it a warning, and can impose a fine of 10,000 Yuan or lesson it.

Article 39

The examination on the execution of statistics law organ shall circulate a notice of criticism, and can request the administrative
department or the supervisory organ to impose an administrative sanction on him if the leader of a region, department or unit or
any other person to be responsible commits any of the following acts; any statistics law enforcement examination ; and he shall be
transferred to the judicial organ for criminal liabilities if he is a suspect of a crime.:

(1)

Refusing to accept any examination on the execution of statistics law or failing to organize a examination on the execution of statistics
law in accordance with provisions, which caused the important statistical data of his region, department or unit to be inconsistent
with the facts ;

(2)

Retaliating against any entity or individual that resists or reports illegal statistics; or

(3)

Screening or conniving at any illegal statistics.

Article 40

If an organ of the examination on the execution of statistics law commits any of the following acts, the principal and other persons
to be directly responsible shall be criticized and educated by the administrative department or the supervisory organ , and shall
be imposed on administrative sanctions if the circumstances are serious; or shall be transferred to the judicial organ for criminal
liability if it is suspected that any crime has been committed:

(1)

Concealing and failing to report any case, refusing to investigate any case, or screening or conniving at any illegal statistics;

(2)

Failing to handle public affairs in light of legal authority , procedures and requirements, which causes unfavorable effects;

(3)

Divulging the reporter or the details of a case by violating the provisions on confidentiality;

(4)

Abusing official capacity or doing self-seeking misconducts; or

(5)

Any other act against law or discipline.

The personnel for the examination on the execution of statistics law who divulges business secrets of those under statistical surveys,
or monomial investigation data of individual or family that he has access to during the course of examination, which causes damages
shall be given administrative sanction, and shall bear civil liabilities according to law.

Chapter VII Supplementary Provisions

Article 41

The National Bureau of Statistics of China has the power to interpret the present Provisions.

Article 42

The present Provisions shall go into force upon promulgation. The Interim Provisions on the Examination of Statistics Laws and the
Interim Provisions on the Investigation and Handling of Illegal Statistics shall be abolished simultaneously.

National Bureau of Statistics of China
2006-07-17

MEASURES FOR THE ADMINISTRATION OF THE INVESTMENT INTO OVERSEAS INSURANCE ENTERPRISES BY NON-INSURANCE INSTITUTIONS

Decree No. 6 of China Insurance Regulatory Commission

The Measures for the Administration of the Investment into Overseas Insurance Enterprises by Non-insurance Institutions have been
deliberated and adopted by the chairmen’s executive meeting of China Insurance Regulatory Commission on March 13, 2006. They are
hereby promulgated and shall enter into force as of September 1, 2006.
Chairman Wu Dingfu

July 31, 2006

Measures for the Administration of the Investment into Overseas Insurance Enterprises by Non-insurance Institutions

Article 1

In order to promote the healthy development of the insurance industry and strengthen the supervision and control over the investment
into overseas insurance enterprises by non-insurance institutions, the present Measures are formulated in accordance with the Decision
of the State Council concerning Establishing Administrative License for the Administrative Examination and Approval Items that Really
Need to Be Preserved and the Circular of the General Office of the State Council concerning Printing and Distributing the Provisions
on Main Functions, Interior Institutions and Staffing of China Insurance Regulatory Commission.

Article 2

The term “non-insurance institutions” as mentioned herein refers to the enterprises established within China other than insurance
companies and insurance asset management companies.

The term “overseas insurance enterprises” as mentioned herein refers to the insurance companies, insurance agencies, insurance brokerage
institutions and insurance assessment institutions which are established abroad.

The term “overseas investment” as mentioned herein refers to such an activity whereby a non-insurance institution establishes an overseas
insurance enterprise or acquires 20% or more shares of an overseas insurance enterprise.

Article 3

China Insurance Regulatory Commission (hereinafter referred to as the CIRC) shall, according to the authorization of the State Council,
conduct supervision and control over the investment into overseas insurance enterprises by non-insurance institutions.

Article 4

If a non-insurance institution invests in an overseas insurance enterprise, it shall meet the requirements as follows:

(1)

having lawful sources of foreign exchange funds; and

(2)

having stable business operations and a good financial position.

Article 5

If a non-insurance institution applies for investing in an overseas insurance enterprise, it shall submit the following application
materials to the CIRC:

(1)

an application form for establishing an overseas insurance enterprise as signed by the legal representative;

(2)

articles of association and the introduction of basic information of the enterprise;

(3)

the last year financial statements and foreign currency balance sheet as audited by an accounting firm;

(4)

a letter of opinions of the higher competent authority concerning the approval of the overseas investment in an overseas insurance
enterprise;

(5)

a feasibility research report, market analysis report and preparatory scheme for establishment about the planned insurance enterprise;

(6)

the basic information about the planned insurance enterprise, including the name, site, articles of association, registered capital
or working capital, equity structure, contribution amount , business scope, resumes and copies of identification materials of person
in charge; and

(7)

Other materials as required by the CIRC.

If a non-insurance institution plans to acquire an overseas insurance enterprise, it shall submit the certificate of industrial and
commercial registration, a copy of the business license, articles of association, equity structure, brief introduction, annual reports
of the last three years as well as the resumes and copies of identification certificates of the person in charge who is planned to
assigned.

Article 6

The CIRC shall examine the application for investing in an overseas insurance enterprise by a non-insurance enterprise, and shall
make a decision on approval or disapproval within 20 days as of the day when the application is accepted. For the disapproval application,
the CIRC shall notify the applicant in written form and explain the reasons.

Article 7

A non-insurance institution shall, within 20 days as of the day when the overseas insurance enterprise obtains a license or the acquirement
is accomplished, submit a written report to the CIRC on the following information about the overseas insurance enterprise:

(1)

a copy of the license;

(2)

name and site of the institution;

(3)

articles of association of the institution;

(4)

organizational form, business scope, registered capital or working capital of the institution, contributions amount and proportion
of other shareholders;

(5)

name and ways of contact of the person in charge of the institution; and

(6)

other materials as required by the CIRC.

Article 8

A non-insurance institution shall, within three months after each accounting year of the overseas insurance institution it has established
or acquired is over, submit the last year financial statements of the overseas insurance enterprise to the CIRC.

Article 9

A non-insurance institution planning to transfer the shares of its overseas insurance enterprise shall apply to the CIRC for approval.

Article 10

A non-insurance institution, in case of any of the following matters about its investment in an overseas insurance enterprise, it
shall submit a written report to the CIRC within 20 days as of the day when these matters happened:

(1)

to invest in or establish an institution;

(2)

to dissolute, revoke, or bankrupt the enterprise;

(3)

to change the name or registered place of the institution;

(4)

to change the person in charge of the institution;

(5)

to change the registered capital or the shareholder structure significantly;

(6)

to adjust the business scope;

(7)

to involve in any major management or financial problem;

(8)

to involve in any significant lawsuit or be subject to a serious punishment; or

(9)

any other matter required by the CIRC to be reported.

Article 11

A non-insurance institution, illegally investing in an overseas insurance enterprise without approval of the CIRC, shall be warned
and be ordered to supplement the relevant examination and approval formalities within a set time.

Article 12

All the reports, statements, documents and materials which are submitted to the CIRC by a non-insurance institution in line with
the present Measures shall be in Chinese. If the original text is in a foreign language, a Chinese translation shall be provided.
If there is any discrepancy between the Chinese and foreign version, the Chinese version shall prevail.

Article 13

A non-insurance institution which has invested in an overseas insurance enterprise before the implementation of the present Measures
shall submit a written report to the CIRC in accordance with Article 7 of the present Measures within three months as of the implementation
of the present Measures.

Article 14

The period for approval or report referred to in the present Measures are working days, excluding legal holidays.

Article 15

The present Measures are subject to the interpretation of the CIRC.

Article 16

The present Measures shall enter into force as of September 1, 2006.

China Insurance Regulatory Commission
2006-07-31

PROVISIONS OF THE MINISTRY OF COMMERCE, STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF THE STATE COUNCIL, THE STATE ADMINISTRATION OF TAXATION, THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE, SECURITIES REGULATORY COMMISSION OF CHINA AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS (2006REVISION)

Decree of the Ministry of Commerce, State-owned Assets Supervision and Administration Commission of the State Council, the State Administration
of Taxation, the State Administration for Industry and Commerce, Securities Regulatory Commission of China, and the State Administration
of Foreign Exchange No. 10 Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors has been amended and adopted at the seventh
Ministry Meeting of the Ministry of Commerce of the People’s Republic of China. Provisions on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors is hereby promulgated, and shall enter into force as of Sept.8, 2006. Minister of the Ministry of Commerce, Bo Xilai Director General of State-owned Assets Supervision and Administration Commission of the State Council, Li Rongrong Director General Director General of the State Administration of Taxation, Xie Xuren Director General of State Administration for Industry and Commerce, Wang Zhongfu Chairman of Securities Regulatory Commission of China, Shang Fulin Director General of State Administration of Foreign Exchange, Hu Xiaolian Aug. 8, 2006 Provisions of the Ministry of Commerce, State-owned Assets Supervision and Administration Commission of the State Council, the State
Administration of Taxation, the State Administration for Industry and Commerce, Securities Regulatory Commission of China and the
State Administration of Foreign Exchange on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (2006Revision) Content Chapter 1 General Provisions Chapter 2 Basic System Chapter 3 Approval and Registration Chapter 4 Foreign Investors Merge Domestic Companies Using Equity as the Means of Payment Section 1 Conditions for Equity Merger Section 2 Application Documents and Procedures Section 3 Special Provisions on Special Purpose Companies Chapter 5 Anti-Monopoly Examination Chapter 6 Supplementary Provisions Chapter 1 General Provisions Article 1 With a view to promoting and regulating foreign investors’ investment in China, introducing advanced technologies and management experience
from abroad, improving the utilization of foreign investment, rationalizing the allocation of resources, ensuring employment and
safeguarding fair competition and our country’s economic security, the Provisions are hereby formulated under the laws and administrative
regulations governing foreign investment enterprises, the Company Law, and other relevant laws and administrative regulations.. Article 2 For the purposes of the Provisions, mergers and acquisitions of a domestic enterprise by foreign investors shall mean that foreign
investors, by agreement, purchase equity interest from shareholders of domestic enterprise with no foreign investment (hereinafter
referred to as the “Domestic Company”) or subscribe to the increase in the registered capital of the Domestic Company with the result
that such Domestic Company changes into a foreign investment enterprise (hereinafter referred to as “Equity Merger and Acquisition”);
or the foreign investors establish a foreign investment enterprise and then, through such enterprise, purchase the assets of a domestic
enterprise by agreement and operate such assets, or the foreign investors purchase the assets of a domestic enterprise by agreement
and use such assets as investment to establish a foreign investment enterprise to operate such assets (hereinafter referred to as
“Asset Merger and Acquisition”). Article 3 In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the laws, administrative regulations and
departmental rules and adhere to the principles of fairness, reasonableness, compensation for equal value, and honesty and good faith,
and shall not create excessive concentration, eliminate or hinder competition, disturb the social economic order or harm the societal
public interests, or lead to the loss of state-owned assets. Article 4 In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the requirements regarding the investors’
qualifications and industrial, land and environmental protection policies as set forth in the laws, administrative regulations and
departmental rules and the relevant requirements under industry policies.

In the case of industries where no wholly foreign ownership is allowed under the Guidance Catalog of Foreign Investment Industries,
any merger or acquisition of a domestic enterprise engaging in the industry shall not lead to the foreign investors’ ownership of
all equity interest in the acquired enterprise. In the case of industries which require the Chinese party to be controlling or relatively
controlling, the Chinese party shall remain to be in the controlling or relatively controlling position in the acquired enterprise
after any merger or acquisition of the domestic enterprise engaging in such industries. In the case of industries where operation
by foreign investors is prohibited, no foreign investors may merge with or acquire any enterprise engaging in such industries.

The business scope of the enterprise previously invested by the merged domestic enterprise shall meet the relevant requirements on
foreign investment industrial policies; otherwise it shall be modified accordingly. Article 5 Where a foreign investor merges a domestic enterprise, if it involves transference of the property of state-owned assets or administration
of state-owned equity in public listed companies, it shall comply with the relevant laws and regulations on the administration of
state-owned assets. Article 6 A foreign investor shall, when merging a domestic enterprise to establish a foreign-funded enterprise, be subject to the approval
of the examination and approval authorities in accordance with the Provisions, and make registration of modification or establishment
in the registration authority.

If the enterprise to be merged is a domestic listed company, the foreign investor shall also go through relevant procedures with the
securities regulatory authority under the State Council in accordance with Administration Rules on Foreign Investors’ Strategic Investment
in Listed Companies. Article 7 All parties involved in the merger of domestic enterprises by foreign investors shall pay the taxes and accept the supervision of
taxation authorities in accordance with China’s relevant laws and regulations on taxation. Article 8 All parties involved in the merger of domestic enterprises by foreign investors shall comply with China’s relevant laws and regulations
on foreign exchange control, and shall promptly go through all procedures on approval, registration, putting on records and alteration
regarding foreign exchange with the competent foreign exchange administrative authorities. Chapter 2 Basic System Article 9 If the contribution made by a foreign investor to the registered capital of the foreign investment enterprise established after the
merger or acquisition is more than 25%, such enterprise shall be treated as a foreign investment enterprise.

If the contribution made by a foreign investor to the registered capital of the foreign investment enterprise established after the
merger or acquisition is less than 25%, the enterprise shall not be treated as a foreign investment enterprise, and it shall be subject
to relevant provisions on contracting a foreign loan applicable to a non-foreign investment enterprise when the enterprise intends
to contract a foreign loan, unless it is otherwise provided in relevant laws and regulations. The approval authority shall, when
issuing the approval certificate of foreign investment enterprise (hereinafter referred to as “Approval Certificate”), indicate on
the certificate the following words: “foreign investment contribution is less than 25%”. The registration administrative authority
and the foreign change administrative authority shall also, when issuing the business license of foreign investment enterprise and
the foreign exchange registration certificate, indicate on them the words of “The foreign investment contribution is less than 25%”.

If any domestic company, enterprise or natural person merges its affiliated domestic company in the name of a company legally established
or controlled by the aforesaid domestic company, enterprise or natural person in foreign countries or regions, the foreign investment
enterprise established after the merger shall not be treated as a foreign investment enterprise, unless that the overseas company
purchases any increased capital of domestic company, or the enterprise established after the merger by the overseas company increases
capital to a proportion of 25% of its registered capital. If the contribution made by a foreign investor other than the actual controller
is more than 25% of the registered capital of the enterprise established according to this paragraph, the enterprise may be treated
as a foreign investment enterprise.

The foreign investment enterprise established after the merger of domestic listed companies by the foreign investor shall be treated
in accordance with China’s relevant laws and regulations. Article 10 For the purposes of this Provisions, the approval authority in the present provisions shall refer to the Ministry of Commerce the
People’s Republic of China (hereinafter referred to as “the MOC”) or the provincial department of commerce (hereinafter referred
to as “the provincial approval authority”); the registration administrative authority shall refer to the State Administration for
Industry and Commerce of the People’s Republic of China (hereinafter referred to as “the SAIC”) or its authorized local administration
for industry and commerce; and the foreign exchange administrative authority shall refer to the State Administration of Foreign Exchange
of the People’s Republic of China (hereinafter referred to as “the SAFE”) or its branches.

Where, in accordance with the laws, administrative regulations or departmental rules, a foreign-funded enterprise established after
the merger belongs to the foreign investment enterprises of certain types or in certain industries that shall be approved by the
MOC, the provincial approval authority shall transfer the application documents to the MOC that shall decide on whether or not to
grant the approval in accordance with the law. Article 11 If any domestic company, enterprise or natural person merges its affiliated domestic company in the name of a company legally established
or controlled by the aforesaid domestic company, enterprise or natural person in foreign countries or regions, it shall be subject
to the approval of the MOC.

The parties thereto shall not evade the above provision by the domestic investment of a foreign investment enterprise or by any other
means. Article 12 If foreign investors merge a domestic enterprise and obtain the actual control over the enterprise, and if such merger involves any
critical industry, affects or may affect the security of national economy, or causes transference of actual control over the domestic
enterprise who possesses a resound trademark or China’s time-honored brand, the parties to the merger shall apply to the MOC.

Where the parties thereto fail to make an application and the merger materially affects or may materially affect the security of national
economy, the MOC may, together with other competent authorities, request the parties to stop the transaction, assign relevant equity
or assets, or take any other effective actions, to eliminate the affect of the merger on the security of national economy. Article 13 Where a foreign investor carries out equity merger, the foreign investment enterprise established after the merger shall succeed to
the claims and debts of the merged domestic company.

Where a foreign investor carries out asset merger, the domestic enterprise that sells assets shall assume its original claims and
debts.

The foreign investor, the merged domestic enterprise, the creditors and other parties may reach an agreement additionally on the disposition
of the claims and debts of the merged domestic enterprise, provided that the agreement shall not damage a third person’s interests
or public interests. The agreement on disposition of the claims and debts shall be submitted to the approval authority.

At least fifteen (15) days prior to the submission of application documents to the approval organ by the investors, the domestic enterprise
that sells assets shall notify all creditors, and shall make a public announcement on the newspaper of provincial level or above
published nationwide. Article 14 The parties to a merger or acquisition shall determine the transaction price on the basis of the result of the evaluation of the equity
interest to be transferred or of the assets to be sold conducted by the asset evaluation institution. The parties to a merger or
acquisition may agree on an asset evaluation institution established within the territory of China in accordance with the law. Asset
evaluation shall be conducted by adopting internationally recognized evaluation methods. It is prohibited to transfer equity interest
or sell assets at a price obviously lower than the evaluation result for the purpose of transferring the capital out of China in
a disguised way.

When a foreign investor merges a domestic enterprise, and thus resulting in the alteration of the equity rights formed from investment
of state-owned assets or transference of the property of state-owned assets, the evaluation shall be made in accordance with the
relevant provisions on the administration of state-owned assets. Article 15 The parties to a merger shall explain whether there is relationship of affiliation among the parties. If there are two parties belong
to an actual controller, the parties shall disclose the actual controller to the approval authority, and shall explain its purpose
of merger and whether the result of evaluation is in conformity to the reasonable market value. The parties thereto shall not evade
the above provision by means of trust, custody or any other means. Article 16 A foreign investor shall, when merging a domestic enterprise to establish a foreign investment enterprise, within three (3) months
as of the day when the foreign investment enterprise is issued its business license, pay all the consideration to the shareholders
who transfer the equities or to the domestic enterprise which sells the assets. In case of any particular circumstance under which
the period needs to be extended, the foreign investor shall, approved by the approval authority, pay 60% or more of the consideration
within six (6) months as of the day when the foreign-funded enterprise is issued its business license, and pay all the consideration
within one (1) year, and the proceeds shall be distributed according to the proportion of investments it has actually contributed.

If a foreign investor purchases the increased capital of a domestic company, the shareholders of a limited liability company or a
domestic joint stock company established with promoters buying out all shares issued shall, when the company is applying for a business
license for foreign investment enterprise, pay more than 20% of the increased registered capital, and the time limit for payment
of remaining increased registered capital shall be subject to the provisions of the Company Law of the People’s Republic of China,
relevant laws and regulations on foreign investment and the Regulations of the People’s Republic of China on Administration of Registration
of Companies, unless it is otherwise provided in other applicable laws and administrative regulations. When a joint stock company
issues new shares to increase its registered capital, the shareholders may subscribe the new shares in accordance with relevant provisions
on payment of capital contribution when establishment of a joint stock company.

Where a foreign investor carries out an asset merger, it shall stipulate the time limit for contribution of investments in the contract
and articles of association of the foreign investment enterprise under planned establishment. Where the foreign investor establishes
a foreign investment enterprise, and through which purchases the assets of a domestic enterprise and operates such assets, it shall
contribute the investments equivalent to the consideration of the assets within the time limit for payment of consideration as provided
for in Paragraph 1 of this Article 16 ; as for the remaining investments, the time limit for contribution shall be subject to relevant
provisions regarding establishment of a foreign investment enterprise.

Where a foreign investor merges a domestic enterprise to establish a foreign investment enterprise, and the investment contribution
is less than 25% of the foreign investment enterprise so established, the investor shall, contribute all the investments in cash
within three (3) months as of the day when the foreign investment enterprise is issued its business license; or contribute all the
investments in kind or in industrial properties, etc. within six (6) months as of the day when the foreign investment enterprise
is issued its business license. Article 17 The means of payment as the consideration shall conform to China’s relevant laws and administrative regulations. Where a foreign investor
uses the currency of RMB it lawfully owned as the means of payment, it shall be subject to the approval of the foreign exchange administrative
authority. Where a foreign investor uses the equity rights it is enpost_titled to dispose of as the means of payment, it shall be subject
to the provisions Chapter Four hereof. Article 18 After a foreign investor purchases by agreement the equity rights of a domestic company, and the domestic company has been altered
to be established as a foreign investment enterprise, the foreign investment enterprise’s registered capital shall be the registered
capital of the original domestic company, and the investment contribution by the foreign investor shall be the proportion of the
purchased equity in the original registered capital.

Where a foreign investor purchases the increased capital of a domestic limited liability company, the registered capital of a foreign
investment enterprise established after the merger shall be the sum of the original domestic company’s registered capital and the
increased capital. The foreign investor and other original shareholders of the merged domestic company shall, on the basis of the
asset evaluation of the domestic company, determine the proportions of their respectively contributed investments in the foreign
investment enterprise’s registered capital.

Where a foreign investor purchases the increased capital of a domestic joint stock company, the registered capital of a foreign investment
enterprise established after the merger shall be determined in accordance with the relevant provisions in the Company Law of the
People’s Republic of China. Article 19 Where a foreign investor merges a domestic enterprise by equity merger, the upper limit of the total investment amount of the foreign-funded
enterprise established after the merger shall be determined according to the following proportions, unless it is otherwise provided
in relevant state’s laws and regulations: (1) if the registered capital is less than USD 2,1 million, the total investment amount shall not exceed ten sevenths (10/7) of the registered
capital; (2) if the registered capital is more than USD 2,1 million but less than USD 5 million, the total investment amount shall not exceed 2
times of the registered capital; (3) if the registered capital is more than USD 5 million but less than USD 12 million, the total investment amount shall not exceed 2.5
times of the registered capital; (4) if the registered capital is more than USD 12 million, the total investment amount shall not exceed 3 times of the registered capital. Article 20 Where a foreign investor merges a domestic enterprise by asset merger, it shall determine the total investment amount of the foreign
investment enterprise under planned establishment according to the transaction price for purchasing the assets and the actual scale
of production and operation. The proportion of the registered capital of the foreign investment enterprise under planned establishment
in its total investment amount shall conform to relevant provisions. Chapter 3 Approval and Registration Article 21 Where a foreign investor merges a domestic enterprise by equity merger, it shall, pursuant to the total investment amount of the foreign
investment enterprise under planned establishment, the type of the enterprise and the industry it engages in, submit the following
documents to the approval authority with the corresponding approval power in accordance with the laws, administrative regulations
and departmental rules on establishment of foreign investment enterprises: (1) the resolution of the shareholders of the merged domestic limited liability company on unanimous consent of the foreign investor’s
equity merger, or resolution of the shareholders’ meeting of the merged domestic stock limited company on consent of the foreign
investor’s equity merger; (2) the application for the merged domestic company to be modified in accordance with the law into and be established as a foreign investment
enterprise; (3) the contract and articles of association of the foreign investment enterprise established after the merger; (4) the agreement on the foreign investor’s purchase of the shareholders’ equity of the domestic company or on the subscription of the
domestic company to increase capital; (5) the financial auditing report of the merged domestic company in the previous accounting year; (6) the identification certificate or incorporation certificate and the credit certificate of the investor notarized and attested according
to law; (7) the statement on the enterprises invested by the merged domestic company; (8) the business licenses (duplicates) of the merged domestic company and of the enterprises it invests in; (9) the plan for re-settlement of the merged domestic company’s employees; (10) the documents required in articles 13, 14 and 15 hereof.

Where the business scope, scale and obtainment of land use right of the foreign investment enterprise established after the merger
involves permits from other relevant governmental departments, the relevant permit documents shall be submitted along with those
provided for in the preceding paragraph. Article 22 The equity purchase agreement, capital increase agreement for domestic company shall be governed by Chinese laws, and shall include
the following contents: (1) information regarding each party to the agreements, including its name, domicile, and the name, position and nationality, etc. of
its legal representative; (2) the proportions and price of the purchased equity or the capital increased from subscription; (3) the term and method for performance of the agreements; (4) the rights and obligations of each party to the agreements; (5) the liabilities for breach of the agreement and settlement of disputes; (6) the date and place for conclusion of the agreements. Article 23 Where a foreign investor merges a domestic enterprise by asset merger, it shall, pursuant to the total investment amount of the foreign
investment enterprise under planned establishment, the type of the enterprise and the industry it engages in, submit the following
documents to the approval authority with the corresponding approval power in accordance with the laws, administrative regulations
and departmental rules on establishment of foreign investment enterprises: (1) the resolution of the property holders or authority of the domestic enterprise on agreeing to sell the assets; (2) the application for the establishment of the foreign investment enterprise; (3) the contract and articles of association of the foreign investment enterprise to be established; (4) the agreement concluded between the foreign investment enterprise to be established and the domestic enterprise on purchase of assets,
or, the agreement concluded between the foreign investor and the domestic enterprise on assets purchase; (5) the articles of association and business license (duplicates) of the domestic enterprise subject to the Merger and Acquisition; (6) the evidence of notice and public announcement to creditors by the domestic enterprise subject to the Merger and Acquisition and statement
on whether or not any objection being made by creditors; (7) the identification certificate or incorporation certificate and the credit certificate of the investor notarized and attested according
to law; (8) the plan for employees re-settlement of the domestic enterprise subject to the Merger and Acquisition; (9) the documents required to submitted in Article 13 , Article 14 and Article 15 hereof.

Where the assets of the domestic enterprise purchased and operated in accordance with the preceding paragraph involves permits from
other relevant governmental departments, the relevant permit documents shall be submitted along with those provided for in the preceding
paragraph.

Where a foreign investor purchases the assets of a domestic enterprise by agreement and invests such assets in establishing a foreign
investment enterprise, it shall not, prior to the establishment of the foreign investment enterprise, operate any business with such
assets. Article 24 The assets purchasing agreement shall be governed by the laws of China, and shall include the following contents: (1) information of each party to the agreements, including its name and domicile, and the name, position and nationality, etc. of its
legal representative; (2) the list and price of the assets under planned purchase; (3) the term and method for performance of the agreements; (4) the rights and obligations of each party to the agreements; (5) the liabilities for breach of the agreement and settlement of disputes; (6) the date and place for conclusion of the agreements. Article 25 Where a foreign investor merges a domestic enterprise to establish a foreign investment enterprise, the approval authority shall,
unless otherwise provided for in the present provisions, decide on, in accordance with the law, whether or not to grant the approval
within thirty (30) days as of the receipt of all the documents submitted. If the approval authority decides to grant the approval,
it shall issue a certificate of approval.

Where the approval authority decides to approve a foreign investor to purchase by agreement the shareholders’ equity of a domestic
company, it shall simultaneously make copies of the relevant approval documents separately to the foreign exchange administrative
authority at the equity transferor’s locality and that at the domestic company’s locality. The foreign exchange administrative authority
at the equity transferor’s locality shall issue the relevant certificate on registration of share transference foreign exchange earnings
and foreign exchange from foreign investment, which is the valid document to p

ANNOUNCEMENT OF THE GENERAL OFFICE OF MINISTRY OF COMMERCE ON CANCELING THE REPLY OF THE MINISTRY OF COMMERCE ON APPROVING TO HOLD 2006 BEIJING INTERNATIONAL CHILDREN AND TEENAGERS’ PRODUCTS FAIR”

Announcement of the General Office of Ministry of Commerce on Canceling the Reply of the Ministry of Commerce on Approving to Hold
2006 Beijing International Children and Teenagers’ Products Fair”

In January 2006, this Ministry received the relevant application materials on the “2006 Beijing International Children and Teenagers’
Products Fair” sponsored under the name of the China Foundation of Culture and Arts for Children (hereinafter referred to as the
CFCAC) and hosted by the Beijing Culture Development Center for Returned Overseas Chinese Businessmen. Upon verification, the relevant
materials were complete and met the approval criteria; therefore, the Ministry approved the CFCAC to host the exhibition with the
Reply of the Ministry of Commerce on Approving to Hold 2006 Beijing China International Children and Teenagers’ Products Exhibition”
(Shang Mao Pi [2006] No. 68.)After the prosecution by the CFCAC and investigation by the public security department, it is identified
that the director of the Beijing Culture Development Center for Returned Overseas Chinese Businessmen who used to be employed by
the CFCAC has carved seal of the CFCAC without authorization, and forged application materials. During business invitation and exhibition
arrangement, the Beijing Culture Development Center for Returned Overseas Chinese Businessmen has forged the documents and electronic
seal of the Ministry of Commerce. The director of the center has now been detained by the public security department.

Given that the applicant obtained administrative approval for the “2006 Beijing China International Children and Teenagers’ Products
Exhibition” by fraud, the Ministry of Commerce decides to cancel the Reply of the Ministry of Commerce on approving to hold 2006
Beijing China International Children and Teenagers’ Products Exhibition (Shang Mao Pi [2006] No. 68) according to the provision of
Article 69 in the Administrative License Law of the People’s Republic of China in order to enforce law perfectly, maintain operation
order of exhibition business, and protect the legitimate rights and interests of the CFCAC and the exhibitors.

The announcement is hereby notified.

The General Office of Ministry of Commerce

August 17 2006

The General Office of the Ministry of Commerce
2006-08-17

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF CLARIFYING THE EFFECTS OF RELEVANT DOCUMENTS OF TAXATION ADMINISTRATION ON BUSINESS CONTACTS AMONG ASSOCIATED ENTERPRISES

Circular of the State Administration of Taxation on the Issue of Clarifying the Effects of Relevant Documents of Taxation Administration
on Business Contacts among Associated Enterprises

Guo Shui Han [2006] No. 807

Bureaus of State Taxation and Local Taxation in all provinces, autonomous regions, municipalities directly under the Central Government
and cities specially designated in the State plan:

Considering that the Circular of the State Administration of Taxation on Revising Regulations for the Taxation Administration on Business
Contacts among Associated Enterprises (Guo Shui Fa [2004] No. 143) is a revision to part of the provisions in the Circular of the
State Administration of Taxation on Printing and Distributing Regulations for the Taxation Administration on Business Contacts among
Associated Enterprises (Guo Shui Fa [1998] No. 059) in accordance with the Law of the People’s Republic of China on Tax Collection
which came into force as of May 1, 2001, and its Detailed Rules for the Implementation of the Law on Tax Collection which came into
force as of October 15, 2002, the two documents are interdependent and inter-complementary. In order to avoid the occurrence of ambiguity
in the administrative enforcement of taxation laws and regulations, it is hereby clarified that the articles and annexes in the document
coded Guo Shui Fa [1998] No. 059 which fail to be revised and abolished by the document coded Guo Shui Fa [2004] No. 143 shall be
still effective.

State Administration of Taxation

August 23, 2006

State Administration of Taxation
2006-08-23

CIRCULAR OF REGISTRATION BUREAU OF FOREIGN-INVESTED ENTERPRISE OF STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON INITIATING THE NEW EDITION OF BUSINESS LICENSE FOR FOREIGN-INVESTED ENTERPRISE

Circular of Registration Bureau of Foreign-invested Enterprise of State Administration for Industry and Commerce on Initiating the
New Edition of Business License for Foreign-invested Enterprise

Gong Shang Wai Qi Zhu Han [2006] No. 28

Bureaus for Industry and Commerce in all provinces, autonomous regions, municipalities directly under the Central Government and cities
specially designated in the State plan:

In accordance with the new Regulations on Administration of Registration of Companies, Registration Bureau of Foreign-invested Enterprise
of State Administration for Industry and Commerce makes some adjustments on part of the items and patterns in the business license
for foreign-invested enterprise. The new edition of Business License for Corporation changes “Operating Period” to “Business Period”,
and “Enterprise Type” to “Company Type”, cancels the item of “Branches” and adds 2 items of “Paid-up Capital” and “Stockholder (Initiator)”;
and the annual inspection time in the specification of the duplicate copy is changed to “March 1 to June 30”; and the pattern of
the duplicate copy is changed to A4. The new edition of Business License changes “Operating Period” to “Business Period”; the annual
inspection time in the specification of the duplicate copy is changed to “March 1 to June 30”; and the pattern of the duplicate copy
is changed to A4.

All authorized bureaus shall, after the exhaustion of the old edition of licenses, draw and initiate the new edition of Business License
for Foreign-invested Enterprise, and do well the linkage work between the old and new editions of Business Licenses. And the old
edition of licenses shall fall into disuse before March 1, 2007.

During the re-issuance of licenses, all authorized bureaus shall, in accordance with the provisions in the Implementation Opinions
on Relevant Issues concerning the Examination and Approval, Registration and Administration of Foreign-invested Companies (Gong Shang
Wai Qi Zi [2006] No. 81), adjust the company types of the existing foreign-invested companies and shall finish the aforesaid adjustment
before the end of the annual inspection on June 30, 2007.

Registration Bureau of Foreign-invested Enterprise of State Administration for Industry and Commerce

August 30, 2006

Registration Bureau of Foreign-invested Enterprise of State Administration for Industry and Commerce
2006-08-30

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION OF THE PEOPLE’S REPUBLIC OF CHINA ON EXTENDING THE PREFERENTIAL TAXATION POLICIES ON POULTRY INDUSTRY

Circular of the Ministry of Finance and the State Administration of Taxation of the People’s Republic of China on Extending the Preferential
Taxation Policies on Poultry Industry

Cai Shui [2006] No. 113

The Financial departments (bureaus), 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, and financial bureau of Xinjiang Production
and Construction Corps:

For purposes of preventing highly pathogenic avian influenza epidemic and continuing to support development of poultry industry, related
issues on tax of poultry industry are now announced as follows in accordance with spirit of Circular of General Office of the State
Council on Extending the Duration of Support Policies of Poultry Industry (Guo Ban Fa Ming Dian [2006] No.26):

As from Jul 1, 2006 to Dec 31, 2006, value-added tax payers of poultry-processing industry and cold storage industry may enjoy instant
refund of value-added tax when processing and selling poultry industry, and are exempted from urban maintenance and construction
tax as well educational surcharge.

The income from poultry raising (including breeding poultry raising), processing and cold storage shall be exempted from enterprise
income tax of 2006.

The financial special subsidy of enterprise and individual from poultry cull shall be exempted from enterprise income tax or individual
income tax; all net loss caused by poultry cull shall be permitted to be listed in pre-tax expenditure.

The reduced value-added tax and income tax shall be dealt with in accordance with the current financial system.

All refunds after export of processed poultry products shall be sent back in time.

If approved by People’s Government of provinces, autonomous regions and municipalities, enterprises and individuals operating poultry
(including breeding poultry) industry, poultry processing industry and cold storage industry may enjoy an exemption of a reasonable
part of city and town land use tax, real estate tax, and vehicle and vessel usage tax in 2006.

Financial and tax departments at all levels shall earnestly implement the preferential taxation polices on poultry industry, so as
to build up a sound environment for sustainable, stable and healthy development for poultry industry. All taxation organs shall optimize
taxation service, enhance tax management of instant refund of poultry industry, make good use of information of tax and refund declaration
of the tax management and imposing system, so as to carry out tax evaluation in accordance with data of practical producing capacity
and sales. During the tax evaluation, related departments shall enhance analysis on producing capacity and sales, relations of input
and output as well as status of special invoices, preventing phenomenon of false invoice. If encounter any problem in tax evaluation,
please transmit to department of tax inspection in time.

Urgent Circular of Ministry of Finance and State Administration of Taxation on Preferential Taxation Policies on Poultry Industry
(No.166, 2005) will be terminated at the same time.

The Ministry of Finance

The State Administration of Taxation

Sep 4, 2006

The Ministry of Finance, the State Administration of Taxation
2006-09-04

CIRCULAR OF THE PEOPLE’S BANK OF CHINA CONCERNING THE RELATED MATTERS ON THE ADJUSTMENT OF THE INTER-BANK LENDING TERM FOR DEPOSIT FINANCIAL INSTITUTIONS

Circular of the People’s Bank of China concerning the Related Matters on the Adjustment of the Inter-Bank Lending Term for Deposit
Financial Institutions

Yin Fa [2006] No.322

Shanghai Head Office, each branch, business management department, central sub-branch of provincial capital cities of the People’s
Bank of China; the National Inter-Bank Lending Center; each exclusively state-owned commercial bank and joint stock commercial bank:

The People’s Bank of China decided to adjust the longest borrowing term for the deposit financial institutions engaging in inter-bank
lending business as of October 8, 2006. The related matters are hereby notified as follows:

This adjustment shall be applicable to the financial institutions established within the territory of the People’s Republic of China
and absorb the general public deposits, such as the commercial banks, urban credit cooperatives and rural credit cooperatives, etc.

The longest borrowing term for the deposit financial institutions shall be extended to 1 year, while the longest borrowing term of
the counterparty stipulated by the people’s bank may not be shorter than the lending term

The National Inter-Bank Funding Center shall do well in preparing the related technologies.

Each branch, business management department and central sub-branch of provincial capital cities of the People’s Bank of China shall
forward the present Circular to the urban commercial banks, rural commercial banks, urban credit cooperatives and rural cooperatives
within their respective jurisdictions.

The People’s Bank of China

September 11, 2006

The People’s Bank of China
2006-09-11

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German Laws

Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction

Act on Occupational Physicians, Safety Engineers and Other Occupational Safety Specialists

SUPPLEMENTARY NOTICE OF THE MINISTRY OF FINANCE ON RELEVANT ISSUES CONCERNING THE LEVY OF SPECIAL PROFIT CHARGE ON CRUDE OIL

CIRCULAR OF THE STATE ADMINISTRATOR OF TAXATION CONCERNING THE EFFECTIVENESS AND ENFORCEMENT OF PROTOCOL II OF THE TAX AGREEMENT BETWEEN CHINA AND KOREA

THE REGULATIONS CONCERNING THE EXAMINATION ON THE EXECUTION OF STATISTICS LAW

MEASURES FOR THE ADMINISTRATION OF THE INVESTMENT INTO OVERSEAS INSURANCE ENTERPRISES BY NON-INSURANCE INSTITUTIONS

ANNOUNCEMENT OF THE GENERAL OFFICE OF MINISTRY OF COMMERCE ON CANCELING THE REPLY OF THE MINISTRY OF COMMERCE ON APPROVING TO HOLD 2006 BEIJING INTERNATIONAL CHILDREN AND TEENAGERS’ PRODUCTS FAIR”

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF CLARIFYING THE EFFECTS OF RELEVANT DOCUMENTS OF TAXATION ADMINISTRATION ON BUSINESS CONTACTS AMONG ASSOCIATED ENTERPRISES

CIRCULAR OF REGISTRATION BUREAU OF FOREIGN-INVESTED ENTERPRISE OF STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON INITIATING THE NEW EDITION OF BUSINESS LICENSE FOR FOREIGN-INVESTED ENTERPRISE

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION OF THE PEOPLE’S REPUBLIC OF CHINA ON EXTENDING THE PREFERENTIAL TAXATION POLICIES ON POULTRY INDUSTRY

CIRCULAR OF THE PEOPLE’S BANK OF CHINA CONCERNING THE RELATED MATTERS ON THE ADJUSTMENT OF THE INTER-BANK LENDING TERM FOR DEPOSIT FINANCIAL INSTITUTIONS

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7