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GUIDELINES ON INTERNAL AUDIT FOR BANKING FINANCIAL INSTITUTIONS

Guidelines on Internal Audit for Banking Financial Institutions

Yin Jian Fa [2006] No. 51
June 27, 2006
Chapter I General Provisions

Article 1

In order to advance banking financial institutions to improve corporate governance, strengthen internal control and perfect the internal
audit system, these Guidelines are formulated according to the Banking Supervision Law of the People’s Republic of China, the Law
of the People’s Republic of China on Commercial Banks, the Company Law of the People’s Republic of China, the Audit Law of the People’s
Republic of China, the Regulations for the Implementation of the Audit Law of the People’s Republic of China and other relevant laws
and regulations.

Article 2

The term “banking financial institutions” as mentioned in these Guidelines shall refer to the policy banks and commercial banks that
are established within the territory of the People’s Republic of China.

As for other financial institutions established upon approval of the China Banking Regulatory Commission (hereinafter referred to
as the CBRC), these Guidelines may be implemented by reference.

Article 3

The term “internal audit” as mentioned in these Guidelines refer to a kind of independent and objective supervision, appraisal or
consulting activity, and is an important part of the internal control of banking financial institutions, under which systematic and
regularized methods are adopted to examine, appraise and improve the business activities, risk conditions, internal control and corporate
governance effects of banking financial institutions, so as to promote the healthy development of banking financial institutions.

Article 4

The internal audit of banking financial institutions aims to guarantee the implementation of related economic and financial laws
and regulations, guidelines and policies as well as the rules of supervisory departments of the state, control the risks at an acceptable
level within the risk framework of banking financial institutions, improve the operation of banking financial institutions and increase
the value.

Article 5

The internal audit work of banking financial institutions shall be independent of the business operation and management, be guided
by risks and be guaranteed to be objective and impartial.

Article 6

The CBRC shall examine and appraise the internal audit work of banking financial institutions according to these Guidelines.

Chapter II Framework and Staff

Article 7

The board of directors of a banking financial institution shall be responsible for establishing and maintaining a sound and effective
internal audit system. Where there is no independent board of directors, the senior managers shall be responsible for fulfilling
the relevant duties.

An audit committee shall be set up under the board of directors, which shall contain at least 3 members and a majority of the members
shall be non-executive directors. The chairman of the audit committee shall be an independent director. Where there is no independent
board of directors, the organizational structure of the audit committee and the person-in-charge thereof shall be subject to the
determination of the senior managers.

Article 8

The banking financial institution shall set up an internal audit department to audit the business operation and management acts of
all institutions of the same banking group, and may staff a chief auditor to be responsible for the audit work of all institutions
of the same banking group.

The chief auditor shall be appointed by the board of directors, which shall be included into the scope of ratification of the position-holding
qualification of senior managers of banking financial institutions. And alteration of the position of the chief auditor shall be
reported to the CBRC in advance.

Article 9

Banking financial institutions shall establish an independent and vertical internal audit management system. The audit budget, the
remunerations of employees, the appointment and dismissal of major persons-in-charge shall be decided on by the board of directors
or its special committee. The remuneration of internal auditors may not be lower than the average level of employees of the same
grade in other departments of the institution.

Article 10

The internal auditors of banking financial institutions shall generally be staffed at 1% of the total number of employees, and an
internal position-shift system shall be set up.

Article 11

Internal auditors shall be of corresponding professional practicing qualifications:

(1)

Professional level. Internal auditors shall have a diploma of junior college or above, grasp professional knowledge related to internal
audit of banking financial institutions, and be familiar with related financial laws and regulations and internal control rules.

(2)

Practicing experience. Internal auditors shall have experienced in practicing finance for at least two years; the person-in-charge
of an audit project shall have at least experienced in audit for at least three years, or at least six years in practicing finance.

(3)

Morality criteria. Internal auditors shall have upright, objective, clean-fingered and impartial occupational ethics, and have no
bad records since he engaged in financial work.

Chapter III Duties

Article 12

Banking financial institutions shall make rules to clarify the duties of the board of directors, the audit committee, the chief auditor,
the internal audit department and the staff thereof.

Article 13

The board of directors shall bear the final liabilities for the suitability and validity of internal audit, be responsible for approving
articles of association of internal audit, medium and long-term audit plan and annual work plan, etc., provide necessary to guarantee
the internal audit work be carried out independently and objectively, and examine and supervise the audit work.

Article 14

The audit committee shall be responsible to the board of directors, and, upon authorization of the board of directors, organize and
guide the internal audit work. The audit committee shall convene meetings regularly, and may, if necessary, invite senior managers
to attend the meeting.

Article 15

The chief auditor shall be responsible for organizing the implementation of internal audit articles of association, medium and long-term
audit plan and annual work plan, do well in the coordination work, timely report the audit work to the board of directors and the
major persons-in-charge of the senior management staff, and take charge of the overall quality of internal audit.

Article 16

The internal audit department shall be responsible to the board of directors and the audit committee, formulate internal audit procedures,
appraise the risk conditions and management status, implement the annual audit work plan, carry out follow-up audit, supervise the
rectification, be responsible for the quality of the audit project, and well manage archival.

Article 17

The internal audit items shall mainly include:

(1)

the regularity of business management and the work condition of the related department;

(2)

soundness and validity of the internal control;

(3)

risk conditions, and the applicability and validity of the procedures for risk identification, computation and control;

(4)

information on programming and design, development and operation, management and maintenance of the information system;

(5)

accuracy and reliability of the accounting records and the financial reports;

(6)

information on the asset valuation system related to risks; and

(7)

operational performance of the institution and fulfillment of duties by managers.

Chapter IV Scope of Powers

Article 18

Banking financial institutions shall make rules to clarify powers necessary for the internal audit department to fulfill its duties.

Article 19

The internal audit department can be present at or take part in meetings related to the duties of the internal audit department.

Article 20

The internal audit department shall be enpost_titled to timely and fully know about the management information, investigate and inquire
of the entity subject to audit and the related persons involved in the relevant issues, as well as collect evidence from them.

Article 21

The internal audit department may, when deeming it necessary, report audit findings directly to the board of directors.

Article 22

The internal audit department shall have the power to propose suggestion on punishment and power to impose penalties.

Article 23

In case anyone refuses to accept or cooperate in internal audit, refuses to provide true information or provides false information,
retaliates or frames up the auditors, the internal audit department shall have the power to report this to the superior department,
and request the superior department to timely stop the act and make relevant punishment.

Chapter V Quality Control

Article 24

The internal audit department may provide consultation services regarding risk management, internal control and other related matters,
but may not directly participate in or take charge of making decisions on internal control design or management, or implementing
such decisions.

Article 25

The internal audit department shall, based on the annual risk evaluation, determine audit focuses. The audit frequency and extent
shall accord with the business nature, complexity, risk conditions and management level of banking financial institutions.

Every business office shall be subject to risk evaluation at least once every year, and be audited at least once every two years.

Article 26

The internal audit department and the auditors thereof shall, strictly according to the audit procedures and audit methods, implement
the audit project, and make self-evaluation at regular intervals.

Article 27

The internal audit department shall set up an audit withdrawal system for internal auditors, and guarantee the objectivity of internal
audit.

Article 28

The internal audit department shall set up a follow-up training system for internal auditors, encourage them to obtain the practicing
qualifications of certified public accountant, certified internal auditor, certified information system auditor and etc., so as to
guarantee the professional competency of the internal auditors.

Article 29

The internal audit department shall enhance the application of technological means and information technology in audit work, establish
and improve the non-on-spot internal audit monitoring system as well as the internal audit operation system and the information management
system.

Article 30

The internal audit department may, in light of the need of work, outsource partial internal audit project upon approval of the board
of directors, but shall in advance evaluate the independence, objectivity and professional competency of the undertaking institution.

Article 31

The internal audit department shall set up an audit reconsideration system. The audit conclusion to which the entity under audit
objects shall be subject to reconsideration of the superior institution of the audit institution that has made the audit conclusion.

Article 32

The board of directors may hire an institution outside to appraise the due diligence of the internal audit department, and guarantee
that the external inspectors are independent of the entity subject to appraisal, have the professional competency and are in no interest
and conflict with the entity subject to appraisal.

Chapter VI Report System

Article 33

The banking financial institution shall set up an internal audit report system and a report avenue, which are suitable for the vertical
management system.

Article 34

The audit committee shall report its audit work to the board of directors on a quarterly basis, and notify the senior management
staff and the board of supervisors of it.

Article 35

The chief auditor and the internal audit department shall report the audit work to the board of directors and the main principal
of the senior management staff on a quarterly basis, and shall, at least once every year, submit to the board of directors the audit
work reports containing contents such as fulfillment of the duties, audit findings and suggestion and etc.

Article 36

The chief auditor and the internal audit department shall, after finishing a matter subject to audit, timely submit to the board
of directors and the main principals of the senior management staff the project audit report containing contents such as the survey
of audit, audit basis, audit conclusion, audit decision, audit suggestion, feedback opinions of the entity subject to audit and etc.

Article 37

The banking financial institution shall set up and improve the system for communicating with and making reports to the CBRC.

The board of directors and the senior management staff shall timely report to the CBRC the major audit findings.

The internal audit department shall report the following items to the CBRC or the dispatched office thereof:

(1)

The all-round audit work report submitted to the board of directors;

(2)

Where the internal audit department conducts audit at a different place, it shall meanwhile make a copy of the audit report to the
dispatched office by the CBRC at the locality of the entity subject to audit;

(3)

After finding any major problem and reporting it to the board of directors, the internal audit department shall directly report the
related information to the CBRC, under the circumstance that the problem has not been carefully investigated, no punishment has been
imposed and no rectification has been made.

(4)

The audit report of the external intermediary institution on the banking financial institution. And

(5)

Other matters as required by the CBRC or its dispatched office to be reported.

Chapter VII Assessment and Accountability

Article 38

The board of directors and the senior management staff shall take effective measures to guarantee the sufficient utilization of the
internal audit achievements.

As for issues not rectified in light of the rectification requirements, the senior management staff shall supervise and urge to make
rectification, investigate the liabilities of related persons, and bear the liabilities and risks for not taking timely rectifying
measures against the audit findings.

Article 39

The board of directors shall set up an incentive and restrictive mechanism, assess and appraise the due diligence and fulfillment
of duties of all related parties to the internal audit, set up an accountability system for internal audit, and clarify the standards
and procedures for investigating the internal audit liabilities and the exemption thereof.

Article 40

The board of directors shall investigate the liabilities of the person in charge of the internal audit department or any other person
directly liable under any of the following circumstances:

(1)

failing to implement the audit plan, procedures or methods and thus caused major problems unable to be found;

(2)

concealing any problem found from the audit or failing to truthfully report it;

(3)

the audit conclusion violating the facts seriously;

(4)

doing a poor job in following up the investigation and rectification of the problems found from the audit;

(5)

failing to implement the confidentiality system in light of the requirements; or

(6)

committing other acts injuring the interests or fame of banking financial institutions.

Article 41

Where, upon inspection, supervision and affirmation of liabilities, a banking financial institution has sufficient evidence to prove
that the internal audit department and the auditors have performed the duties in due diligence according to related laws, regulations,
rules, these Guidelines and its internal audit rules, and have timely reported the problems found from the examination, it may, when
the related problems of the entity subject to audit are exposed, exempt or partially exempt the liabilities of the internal audit
department and the related auditors by considering the conditions.

Chapter VIII Supplementary Provisions

Article 42

Banking financial institutions shall, according to these Guidelines, formulate their respective detailed implementation rules, and
make reports to the CBRC for archival filing.

Article 43

The power to interpret these Guidelines shall remain with the CBRC.

Article 44

These Guidelines shall enter into effect as of July 1, 2006.



 
The China Banking Regulatory Commission
2006-06-27

 






CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE CONCERNING DOING WELL THE REFORM OF NON-TRADABLE SHARES OF FOREIGN-FUNDED LISTED COMPANIES

Circular of the General Office of the Ministry of Commerce concerning Doing Well the Reform of Non-tradable Shares of Foreign-funded
Listed Companies

Shang Ban Zi Han [2006] No. 63

The competent departments of commerce in all the provinces, autonomous regions, municipalities, cities specifically designated in
the state plan, and Xinjiang Production and Construction Corporations:

In order to do well the reform of non-tradable shares of foreign-funded listed companies, the Ministry of Commerce and the Securities
Regulatory Commission jointly issued the Circular of the Ministry of Commerce and the Securities Regulatory Commission concerning
Foreign Investment Administration relevant to the Reform of Non-tradable Shares of Listed Companies(Shang Zi Fa [2005] No.565)(hereinafter
referred to as the Circular) on October 26, 2005, which clearly prescribed such issues as the procedures and transaction time limit
of non-tradable shares for A-share listed companies(hereinafter referred to as foreign-funded listed companies) holding the warrant
of foreign investment.

In order to actively coordinate with the relevant departments to do well relevant works of foreign investment concerning the reform
of non-tradable shares and to press foreign-funded investment companies to accelerate the reform of non-tradable shares, the competent
departments of commerce in all the provinces, autonomous regions, municipalities, cities specifically designated in the state plan,
and Xinjiang Production and Construction Corporations are required to show great concerns to the progress made in the reform of non-tradable
shares of foreign-funded listed companies and to transfer the application documents to the Ministry of Commerce within two days after
the program concerning the reform of non-tradable shares carried out by foreign-funded listed companies has been voted and approved
by the relevant conference of board of directors

The Circular is hereby given.

The General Office of the Ministry of Commerce

July 4, 2006



 
General Office of the Ministry of Commerce
2006-07-04

 






CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION ON RELEVANT ISSUES CONCERNING THE PAYMENT OF SECURITIES INVESTOR PROTECTION FUNDS

Circular of China Securities Regulatory Commission on Relevant Issues Concerning the Payment of Securities Investor Protection Funds

Zheng Jian Fa [2006] No.78

Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited, all managing underwriters,
China Securities Investor Protection Fund Corporation Limited:

In accordance with relevant provisions of the Measures for the Administration of Securities Investor Protection Funds and the Circular
of China Securities Regulatory Commission and the Ministry of Finance on How to Deal with the Interests on Funds Deposited for the
Purchase of New Securities in the Issuance of Stocks, Convertible Bonds, or other Securities, Shanghai Stock Exchange and Shenzhen
Stock Exchange shall incorporate 20 percent of the trading brokerage into the Securities Investor Protection Fund (hereinafter referred
to as the Protection Fund) when their venture capitals reaching their respective upper limits, and shall incorporate the interest
income of funds deposited for the purchase of new securities into the Protection Fund when issuing stocks, convertible bonds, or
other securities. For the purpose of regulating the fund raising for the Protection Fund, the relevant issues are hereby notified.
You are requested to implement accordingly:

1.

Shanghai Stock Exchange and Shenzhen Stock Exchange shall incorporate 20 percent of the trading brokerage into the account appointed
by China Securities Investor Protection Fund Corporation Limited (hereinafter referred to as the Protection Fund Company) within
10 working days after the end of each season when their venture capitals reaching their respective upper limits.

2.

China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the Clearing Company) shall set up an account
exclusively for depositing the interest income of funds deposited for the purchase of new securities in the online issuance of stock,
convertible bond, or other securities. The aforesaid account may be established for the Shanghai Branch and Shenzhen Branch separately.

3.

The managing underwriter of the issuance of stocks, convertible bonds, or other securities, shall set up an account for the capital
assessment that is exclusively for depositing the principal and the interest income of funds deposited for the purchase of new securities
in the off-line issuance of stocks, convertible bonds, or other securities subject to relevant requirements.

4.

The interest income of funds deposited for the purchase of new securities shall be allotted to the stock changes no more, but shall
be directly allotted to the appointed account of Protection Fund Company by the Shanghai and Shenzhen Branches of Clearing Company,
and the managing underwriters as well. The Clearing Company and the managing underwriters shall be in active assistance with the
relevant commercial banks in collecting the interests of funds deposited for the purchase of new securities.

5.

The Shanghai and Shenzhen Branches of Clearing Company and the managing underwriters shall allot the interests of funds deposited
for the purchase of new securities in full amount to the account appointed by the Protection Fund Company within 5 working days after
the interest settlement day of each season. The Statement for the Withholding and Remitting of Interest Income of Funds Deposited
for the Purchase of New Securities (for online issuance of securities) and the Statement of the Payment of the Interest Income of
Funds Deposited for the Purchase of New Securities (off-line securities issuance) (see Attachment) shall be filled out at the same
time and be submitted to the Protection Fund Company.

6.

Protection Fund Company shall produce a receipt to the payers within 10 working days since the receipt of the aforesaid funds. The
receipts may be sent by a designated person or by mail.

7.

All payers shall pay funds in full amount on time, and may not refuse or deliberately delay the payment with any excuse. An overdue
fine shall be charged to the entities that refuse or deliberately delay the payment of fund by Protection Fund Company at 0.03 percent
per day.

8.

Shanghai Stock Exchange and Shenzhen Stock Exchange shall incorporate 20 percent of the trading brokerage occurred after July 1, 2005
into the account appointed by Protection Fund Corporation when their venture capitals reaching their respective upper limits; all
stock exchanges, clearing companies and managing underwriters shall incorporate the interests of funds deposited for the purchase
of new securities occurred after January 28th, 2005 into the account appointed by the Protection Fund Corporation.

China Securities Regulatory Commission

July 12, 2006



 
China Securities Regulatory Commission
2006-07-12

 






DECISION OF CSRS CONCERNING LIFTING THE RESTRICTIONS ON THE BUSINESSES OF UNITED SECURITIES CO., LTD.

Decision of CSRS concerning Lifting the Restrictions on the Businesses of United Securities Co., Ltd.

Zheng Jian Ji Gou Zi [2006] No. 162

United Securities Co., Ltd.

On May 11, 2006, this Commission issued a Decision concerning Restricting the Businesses of United Securities Co., Ltd. (Zheng Jian
Ji Gou Zi [2006] No. 85), which provides that the measures for restricting your company’s businesses would be taken since May 15,
2006, including the suspension of recommendation and underwriting businesses, of the account securities agency business, of conducting
new businesses, of increase and acquisition of business branches and of move and transfer of business branches.

Whereas your company has replenished the full amount of shortage of settlement fund for the client transactions, according to Article
150 of the Securities Law, this Commission decides to lift the aforementioned restrictions on your company’s businesses since July
21, 2006.

China Securities Regulatory Commission (CSRS)

July 20, 2006



 
China Securities Regulatory Commission (CSRS)
2006-07-20

 






CIRCULAR OF THE GENERAL OFFICE OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON STRENGTHENING THE EXAMINATION AND APPROVAL OF WASTE RESTRICTED FROM IMPORT

Circular of the General Office of the State Environmental Protection Administration on Strengthening the Examination and Approval
of Waste Restricted from Import

Huan Ban [2006] No.89

The competent bureaus (departments) of environmental protection in all provinces, autonomous regions, municipalities directly under
the Central Government:

For the purpose of strengthening the administration of solid waste used as raw materials which are restricted from import (hereinafter
referred to as “imported waste”), regulating its examination and approval, putting an end to the illegal activities of reselling
import licence of solid waste at high profits and preventing environmental pollution caused by the processing and utilization of
solid waste, it is hereby notified:

I.

To further strengthen the examination and approval of waste import ports

The competent departments of environmental protection at all levels shall strengthen the administration of waste import ports in accordance
with the Circular on Relevant Issues Concerning the Strengthening of Examination and Approval of Waste Restricted from Import (Huan
Ban [2004] No.100). They shall be examined and approved by the competent departments nearby. When examining the applications of importing
waste through coastal ports of other provinces, autonomous regions and municipalities, the competent departments in the following
21 provinces, autonomous regions and municipalities, i.e. Heilongjiang, Jilin, Inner Mongolia, Shanxi, Shaanxi, Ningxia, Gansu, Qinghai,
Xinjiang, Tibet, Sichuan, Chongqing, Yunnan, Guizhou, Hubei, Hunan, Jiangxi, Anhui, Hebei, Henan and Beijing, shall strengthen the
examination and verification of the capacity of the entities which process and utilize imported waste, their utilization record and
the feasibility of cost accounting of importing waste through remote ports; the applications shall be submitted to the State Environmental
Protection Administration only when they passed the local examinations.

II.

To further strengthen the supervision and administration of the entities which import and process waste plastics and waste hardware
and electric appliance

1.

To make a record of the entities which utilize imported waste. As of September 1, 2006, entities which import waste plastics and waste
hardware and electric appliance shall register at local competent departments of environmental protection and fill in the Record
Form of Entities Importing Solid Waste as Raw Materials(For Trial Implementation) (See Appendix 1)

2.

To make a record of the current utilization of imported waste. As of the beginning day of importing solid waste, the registered entities
shall keep a daily operation notebook and record exactly the importations, transportations, utilization and disposal of imported
waste (including the disposal of residues which cannot be utilized). They shall fill in the Record Form of Solid Waste Utilization
as Raw Materials (For Trial Implementation) (See Appendix 2) every quarter for key issues noted on their daily operation notebook
and submit it to the competent departments for record. They shall also preserve relevant documents for inquiry for at least 3 years.

3.

To strengthen supervision and inspection. The competent departments of environmental protection at all levels shall strengthen the
supervision and administration of the entities which import and process waste plastics and waste hardware and electric appliance,
and conduct regular inspections on their utilizing capacity, current situation and pollution prevention measures. The municipal departments
of environmental protection shall submit to the provincial ones the record of these entities, of their current situation of utilization
and the results of supervision and inspection on them, the summary of which shall then be submitted to the State Environmental Protection
Administration.

III.

To continue to combat forgery, falsification and reselling of import licence of solid waste at high profits

To ensure that imported waste is processed and utilized in entities which have legally obtained the import licence of solid waste,
the competent departments of environmental protection at all levels, especially those of coastal cities, shall strengthen the combat
against local illegal activities of forgery, falsification and reselling of import licence of solid waste at high profits in conjunction
with local competent departments of public security, customs and quality control. Those who are confirmed to have committed illegal
activities shall take responsibilities in accordance with the law and be made known to all by announcement.

Appendix:

1.

Record Form of Entities Importing Solid Waste as Raw Materials (For Trial Implementation)

2.

Record Form of Solid Waste Utilization as Raw Materials (For Trial Implementation)

General Office of the State Environmental Protection Administration

August 1, 2006



 
General Office of the State Environmental Protection Administration
2006-08-01

 






CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON RELEVANT ISSUES CONCERNING THE IMPLEMENTATION OF THE OPINIONS CONCERNING REGULATING THE ACCESS TO AND ADMINISTRATION OF FOREIGN INVESTMENT IN THE REAL ESTATE MARKET

Circular of the General Office of the Ministry of Commerce on Relevant Issues Concerning the Implementation of the Opinions Concerning
Regulating the Access to and Administration of Foreign Investment in the Real Estate Market

Administrative commercial departments of all provinces, autonomous regions, municipalities directly under the Central Government,
Xinjiang Production and Construction Corps:

The Ministry of Construction, the Ministry of Commerce, National Development and Reform Commission, the People’s Bank of China, the
State Administration for Industry and Commerce and the State Administration of Foreign Exchange, upon the consent of the State Council,
promulgated the Opinions Concerning Regulating the Access to and Administration of Foreign Investment in the Real Estate Market (hereinafter
referred to as the Opinions) on July 11, 2006. Relevant issues concerning the approval and administration of foreign-invested enterprises
during the implementation of the Opinions are hereby notified as follows:

1.

The foreign-invested real estate enterprises mentioned in the Opinions refer to foreign-invested enterprises that engage in the construction
and operation of all kinds of residence such as ordinary residence, apartments and villa, hotels (restaurants), vacation villages,
office buildings, exhibition centers, commercial facilities, theme parks, etc. as well as the land development or tract development
that aim for the construction of the above-mentioned projects.

2.

Where foreign institutions and individuals (hereinafter referred to as foreign investors) are to purchase non-self-use real estates
in China, they shall apply for the establishment of foreign-invested enterprises in accordance with relevant laws, regulations and
rules in respect of foreign investment. Upon approval by relevant departments and after registration, they may engage in the related
business in accordance with the approved scope of business.

3.

Where the amount of investment of a real estate enterprise established by foreign investment is not less than 10 million dollars,
its registered capital shall not be less than 50% of its amount of investment; If the investment amount is more than 3 million dollars
but less than 10 million dollars, its registered capital shall not be less than 50% of its amount of investment; If the investment
amount is not more than 3 million dollars, its registered capital shall not be less than 70% of its amount of investment.

4.

With respect of the establishment of a foreign-invested real estate enterprise, the commercial administrative departments and the
industrial and commercial administrative organs shall grant an approval for establishment and handle the relevant formalities for
registration pursuant to law, and issue a one-year Approval Certificate of Foreign-invested Enterprises and Business License. In
addition, a statement that “This Certificate shall expire on ___ (date)” shall be clearly given in the remarks column.

5.

-invested real estate enterprises shall pay the land transfer fee to land administrative authorities within validity period, apply
for a Certificate for Using State-owned Land and may, in accordance with the Certificate for Using State-owned Land, renew the formal
Approval Certificate of Foreign-invested Enterprises in the commercial administrative department and thereafter, renew the Business
License with the same term as the Approval Certificate of Foreign-invested Enterprises in the industrial and commercial administrative
organs.

6.

The “transfer of projects by foreign-invested real estate enterprises” mentioned in the Opinions refers to the transfer by the foreign-invested
real estate enterprises of the land they developed or real estate they constructed to domestic or foreign investors pursuant to the
law. The transfer of projects by foreign-invested real estate enterprises shall be submitted for approval in accordance with relevant
provisions of the State. The already-built commercial houses, purchased by domestic or foreign institutions or individuals for self-use
or self-accommodation do not fall into the scope of the “transfer of projects by foreign-invested real estate enterprises”.

7.

Where an overseas investor merges domestic real estate enterprises through equity transfer or any other ways, it shall make appropriate
arrangements for the relevant employees, settle the bank debts and pay the transfer fee with its self owned capital in a one-off
manner within three months as of the day the business license of the foreign-invested enterprise was issued.

8.

Where an overseas investor acquires the equities of the Chinese party of a foreign-invested real estate enterprise, it shall make
appropriate arrangements for the relevant employees, settle the bank debts and pay the transfer fee with its self owned capital in
a one-off manner within three months as of the day the equity transfer agreement came into force.

All commercial departments at all levels shall examine and approve foreign-invested real estate enterprises strictly in accordance
with the provisions above and in case of any problems encountered in the course of implementation, they may contact the Ministry
of Commerce (the Foreign-investment Department) on a timely basis.

General Office of the Ministry of Commerce

August 14, 2006



 
General Office of the Ministry of Commerce
2006-08-14

 






MINISTRY OF COMMERCE ANNOUNCEMENT NO.60 ON PRELIMINARY ARBITRATION ON IMPORTED POTATO STARCH ORIGINATING FROM EU

Ministry of Commerce Announcement No.60 on Preliminary Arbitration on Imported Potato Starch Originating from EU

No.60 [2006]

In accordance with Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce released Announcement No.4, 2006
on Feb 6, 2006, deciding to carry out anti-dumping investigation on imported potato starch (hereinafter referred to as “investigated
commodities”) originating from EU.

Ministry of Commerce carried out investigation on dumping and dumping profit margin as well as injury and injury extent, according
to the results of which as well as tem No. 24 of the Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce
release preliminary attribution (please refer appendix). Relevant matters are now announced as follows:

1.

Preliminary Attribution

In accordance with investigation results, Ministry of Commerce confirms the dumping of potato starch originating from EU, industrial
injuries of domestic potato starch industry as well as the causality between dumping of the investigated commodities and the injury
of Chinese potato starch industries.

2.

Deposit

In accordance with tem No. 28 and 29 of the Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce decides
to carry out anti-dumping measures by means of cash deposit. As from Aug 18, 2006, importers shall provide relevant deposits to customs
of the People’s Republic of China for the importing of potato starch originating from the EU in accordance with anti-dumping margin
of the preliminary arbitration.

Deposit rates of different Companies:

(1)

AVEBE U.A.: 44 percent

(2)

Avebe Kartoffelstarkefabrik Prignitz/Wendland GmbH: 44 percent

(3)

ROQUETTE FRERES: 35 percent

(4)

All Others: 57.1 percent

3.

Methods of levying deposit

Import operators shall pay the corresponding deposit to the Customs of PRC as of 18 August 2006 when importing potato starch originating
from EU. The deposit shall be levied on the duty-paying value approved by the Customs, the formula of which is as follows:

Amount of deposit = (Customs dutiable value price * deposit rate) * (1+ value-added tax in the link of import)

4.

Comment

All interested parties may submit relevant evidences to Ministry of Commerce in 20 days for consideration as from release of this
announcement.

Appendix:Ministry of Commerce Preliminary Attribution on Potato Starch Originating from the EU

Ministry of Commerce

Aug 18, 2006



 
Ministry of Commerce
2006-08-18

 






CIRCULAR OF THE NATIONAL DEVELOPMENT AND REFORM COMMISSION AND THE GENERAL ADMINISTRATION OF CIVIL AVIATION OF CHINA ON ADJUSTMENT IN THE PASSENGER FUEL SURCHARGE FOR DOMESTIC FLIGHTS

Circular of the National Development and Reform Commission and the General Administration of Civil Aviation of China on Adjustment
in the Passenger Fuel Surcharge for Domestic Flights

Fa Gai Jia Ge [2006] No.1683

The Development and Reform Commissions and Price Bureaus of all provinces, autonomous regions, and municipalities directly under the
Central Government, all District Administrations of CAAC and all Air Carriers:

Upon approval by the State Council, an adjustment in the passenger fuel surcharge for domestic flights will be implemented in light
with the recent change in domestic aviation fuel price. Notice on matters concerned is as follows:

1.

According to the adjustment, the passenger jetliner fuel surcharges on domestic flights for each passenger flying less than 800 kilometers
shall rise to 60 yuan from the current 30 yuan and those on routes over 800 kilometers shall pay a 100-yuan surcharge, up from 60
yuan The rises are to be implemented on September 1st, 2006, subject to flight times. Passengers who have booked the tickets in advance
are exempted from the recharge.

2.

Infants, charged by 10% of the general full, shall continue to be exempt from this surcharge; children (including unaccompanied children),
disabled revolutionary servicemen, and people’s police disabled while on duty, charged by 50% of the general full, shall continue
to be charged by half of the surcharge, namely 30 yuan for each passenger whose traveling distance is less than 800 kilometers, and
50 yuan over this distance.

3.

All levels of departments in charge of price shall protect the legitimate rights and interests of consumers by strengthening their
supervision and inspection over the implementation of the aviation transportation prices, and investigating and handling illegal
acts on price in time.

The National Development and Reform Commission

The General Administration of Civil Aviation of China

August 24 2006



 
The National Development and Reform Commission, the General Administration of Civil Aviation of China
2006-08-24

 






CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE ADMINISTRATION OF FOREIGN EXCHANGE ON FUND MANAGEMENT COMPANY’S OVERSEAS INVESTMENT IN SECURITIES

Circular of the State Administration of Foreign Exchange on Relevant Issues concerning the Administration of Foreign Exchange on Fund
Management Company’s Overseas Investment in Securities

Hui Fa [2006] No. 46
August 30, 2006

Branch offices and foreign exchange control departments of the State Administration of Foreign Exchange in all provinces, autonomous
regions and municipalities directly under the Central Government, branch offices in the cities of Shenzhen, Dalian, Qingdao, Xiamen
and Ningbo:

In order to meet the reasonable demands of domestic individual residents and institutions in overseas financial investment and assets
management, and to regulate the administration of foreign exchange on fund management company’s overseas investment in securities,
and in accordance with the spirit of the Announcement of the People’s Bank of China [2006] No. 5, a circular is hereby given on relevant
issues as follows:

Article 1

Where a fund management company handles the overseas investment in securities, it shall in advance obtain an approval, and obtain
a qualification in dealing with foreign exchange business, and a quota of overseas investment in securities from the local branch
offices or foreign exchange control departments (hereinafter referred to as the foreign exchange bureau) of the State Administration
of Foreign Exchange. And a fund management company may also apply for a qualification in dealing with foreign exchange business when
it applies for a quota of overseas investment in securities.

Article 2

A fund management company may apply for dealing with part or all of these foreign exchange businesses as follows:

(1)

Foreign exchange assets management;

(2)

Foreign exchange capital investment;

(3)

Foreign exchange inter-bank borrowings;

(4)

Status enquiry and advisory services;

(5)

Other businesses approved by the State Administration of Foreign Exchange.

A fund management company’s dealing with the businesses of foreign exchange assets management and foreign exchange capital investment
shall be in line with the relevant prescriptions of China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Article 3

A fund management company shall apply to the local foreign exchange bureau for a qualification in dealing with foreign exchange business
with these documents as follows:

(1)

An application in written form covering the basic situation of the company, the internal organizational structure, r￿￿sum￿￿s and
relevant qualification certificates of the company’s higher managements in foreign exchange business, the feasibility analysis for
dealing with foreign exchange business, service conditions etc.;

(2)

A duplicated copy of the original copy of the Corporation License for Fund Management Company issued by the CSRC;

(3)

The company’s internal control management system and risk prevention measures in foreign exchange business;

(4)

The company’s financial statement of the previous year audited by an accounting firm, and a capital assessment report audited by
an accounting firm for the company which was established less than 1 year ago;

(5)

Other documents required by the foreign exchange bureau.

The local foreign exchange bureau shall, within 20 work days as of the date of receiving the complete application documents, give
an opinion of first instance in accordance with the Code of Procedure on Examining and Verifying the Fund Management Company’s Market
Access to Foreign Exchange Business (See Annex 1), and submit them, in accordance with the procedures, to the State Administration
of Foreign Exchange, which shall, within 20 work days as of the date of receiving the complete application documents, make a decision
of approval or rejection; and if approved, a License for Foreign Exchange Operation in Securities Business shall be issued.

Article 4

A fund management company shall apply to the local foreign exchange bureau for a quota of overseas investment in securities with
these documents as follows:

(1)

An application covering the basic situation of the applicant, the investment quota to be applied for, the fund type to be established
(open/close), the quantum of the fund to be issued, capital resources and a investment plan, and a model of the written agreement
to be concluded with the investors;

(2)

A License for Foreign Exchange Operation in Securities Business or the application documents prescribed in Article 3 of this Circular;

(3)

Documents or relevant evidentiary materials issued by the CSRC to approve its business of overseas investment in securities;

(4)

The company’s financial statement of the last year audited by an accounting firm;

(5)

Other documents required by the foreign exchange bureau.

The local foreign exchange bureau shall, within 20 work days as of the date of receiving the complete application documents, give
an opinion of first instance in accordance with the Code of Procedure on the Foreign Exchange Business of the Fund Management Company’s
Overseas Investment in Securities (See Annex 2), and submit them, in accordance with the procedures, to the State Administration
of Foreign Exchange, which shall, within 20 work days as of the date of receiving the complete application documents, make a decision
of approval or rejection; and if approved, an investment quota and fund quantum shall be clearly defined.

Article 5

A fund management company shall, with the relevant approval documents issued by the foreign exchange bureau, open a self-owned foreign
exchange capital account at a designated foreign exchange bank to deposit the foreign exchange capital and earnings of this company
hereof, and report to the local foreign exchange bureau for records within 5 work days as of the opening of the account hereof.

The scope of receipts of the self-owned foreign exchange capital account of a fund management company is: the remitted foreign exchange
capital, earnings from foreign exchange business and other foreign exchange receipts approved by the foreign exchange bureau, and
the scope of expenditures is: foreign exchange settlement, current expenses and capital account expenditures approved by the foreign
exchange bureau.

Article 6

A fund management company shall, with the approval documents of investment quota issued by the foreign exchange bureau, open a foreign
exchange account for overseas investment in securities to deposit the raised capital and subscription, redemption, dividend and other
foreign exchange capitals, and report to the local foreign exchange bureau for records within 5 work days as of the date of the opening
of this account hereof.

The scope of receipts of the foreign exchange account for overseas investment in securities of a fund management company is: capitals
raised from domestic individual residents and institutions, capitals drawn from domestic custody accounts, capitals remitted by domestic
individual residents and institutions for subscription of funds, and other foreign exchange receipts approved by the foreign exchange
bureau, and the scope of expenditures is: capitals drawn to domestic custody accounts, capitals for paying the investors dividends
and redemptions, and other foreign exchange expenditures approved by the foreign exchange bureau.

Article 7

A fund management company shall, after obtaining the investment quota approved by the foreign exchange bureau, conclude a custody
agreement with a domestic custodian and open a domestic custody account to custody all its assets for overseas investment in securities.
And a domestic custodian shall accord with the conditions prescribed by China Banking Regulatory Commission.

A fund management company shall, within 5 work days as of the date of the opening of this account hereof, file with the local foreign
exchange bureau for records the opening of this account hereof and the custody agreement.

The scope of receipts of a domestic custody account is: capitals drawn from the foreign exchange account for overseas investment in
securities of a fund management company, capitals drawn from an overseas foreign exchange settlement account, and other foreign exchange
receipts approved by the foreign exchange bureau, and the scope of expenditures is: capitals drawn to an overseas foreign exchange
settlement account, capitals drawn to the foreign exchange account for overseas investment in securities of a fund management company,
capitals for paying the investors dividends and redemptions, capitals for paying the custodian fees, management fees and fees for
various kinds of formalities, and other expenditures approved by the foreign exchange bureau.

Article 8

A domestic custodian shall open an overseas foreign exchange settlement account for a fund management company at an overseas custodian
agency, which is used in capital settlement business with the overseas securities registration and settlement institutions etc.,
and file with the State Administration of Foreign Exchange the opening of this account hereof within 5 work days as of the date of
the opening of this account hereof.

The scope of receipts of an overseas foreign exchange settle account is: capitals drawn from a domestic custody account, capitals
acquired through the sale of various kinds of overseas financial assets, dividend distribution and interest receipts and other receipts
approved by the foreign exchange bureau, and the scope of expenditures is: capitals drawn to a domestic custody account, capitals
for purchasing various kinds of overseas financial assets, capitals for paying relevant fees, and other expenditures approved by
the foreign exchange bureau.

Article 9

A fund management company may remit out and remit in the balance between the subscription and redemption of open funds through a
domestic custody account, and the accumulated net remit-out amount of a fund management company shall not exceed the investment scale
calculated on the basis of the investment quantum approved by the foreign exchange bureau.

Article 10

The subscription of funds by a domestic individual resident and institution shall be handled through banks with the written agreements
concluded between it and a fund management company. An individual, when subscribing funds, shall use its foreign exchange deposit
in a domestic bank rather than directly using foreign currency cash, and a domestic institution shall not subscribe funds with debt
foreign exchange capitals.

Article 11

The foreign exchange capitals acquired by a domestic individual resident and institution from the redemption and dividend of funds
shall undergo the formalities of withdrawal and transfer at a bank with a payment order from a fund management company, and be transferred
to its foreign exchange deposit account. An individual shall not directly draw cash or foreign exchange settlement from its foreign
exchange account for overseas investment in securities. The foreign exchange capitals acquired by a domestic institution from the
redemption and dividend of funds shall be transferred to its former foreign exchange account by a bank.

Article 12

A domestic custodian shall, in accordance with the prescribed pattern (See Annexes 1, 2 and 3), submit data to the State Administration
of Foreign Exchange within 7 work days after the end of each month, and conduct submission on international receipts and expenditures
in accordance with relevant prescriptions.

Article 13

The foreign exchange bureau of where a fund management company is located shall monthly tabulate and submit to the State Administration
of Foreign Exchange the openings and cancellations of the self-owned foreign exchange accounts, foreign exchange accounts for overseas
investment in securities, domestic custody accounts of the fund management companies within the jurisdiction of its own.

Article 14

A fund management company and bank in violation of the prescriptions in this Circular shall be punished by the foreign exchange bureau
in accordance with the Foreign Exchange Control Regulations of the People’s Republic of China and relevant administrative regulations
on foreign exchange. With regard to a domestic custodian in a gross violation, a fund management company may be instructed by the
foreign exchange bureau to change the custodian hereof; and with regard to a fund management company in a gross violation, the foreign
exchange bureau may cancel its investment quota or revoke its License for Foreign Exchange Operation in Securities Business.

Article 15

This Circular shall come into force as of the date of promulgation. All branch offices and foreign exchange control departments,
after receiving this Circular, shall timely redistribute this Circular to the central branch offices within their jurisdictions,
and redistribute this Circular and the annexed lists to the fund management companies and designated foreign exchange banks within
their jurisdictions. And if problems occur in the implementation, the State Administration of Foreign Exchange shall be timely informed.

Annexes

(1)

Code of Procedure on Examining and Verifying the Fund Management Company’s Market Access to Foreign Exchange Business (omitted)

(2)

Code of Procedure on the Foreign Exchange Business of the Fund Management Company’s Overseas Investment in Securities (omitted)

Annexed Lists

(1)

Monthly Report on Overseas Investment in Securities by Qualified Domestic Institutional Investor (I)

(2)

Monthly Report on Overseas Investment in Securities by Qualified Domestic Institutional Investor (II)

(3)

List on Capital Remit-outs and Remit-ins by Qualified Domestic Institutional Investor



 
State Administration of Foreign Exchange
2006-08-30

 






CIRCULAR OF THE PEOPLE’S BANK OF CHINA ON THE RELEVANT ISSUES ON THE INTEREST RATE OF THE LOANS FOR ETHNIC TRADE AND THE PRODUCTION OF ETHNIC ARTICLES DURING THE 11TH FIVE-YEAR PLAN

Circular of the People’s Bank of China on the Relevant Issues on the Interest Rate of the Loans for Ethnic Trade and the Production
of Ethnic Articles During the “11th Five-Year Plan”

Ying Fa [2006] No.315

Shanghai Head Office, all branches, business administration departments, central sub-branches of provincial capital cities of the
People’s Bank of China, and all state-owned commercial banks:

For the purpose of supporting the development of the ethnic minority regions, the People’s Bank of China, pursuant to the spirit of
the relevant instructions of the State Council, determined to continue offering preferential interest rates to the loans for ethnic
trade and the production of ethnic articles during the “11th five-year plan”. The relevant issues are notified as follows:

The People’s Bank, the Ministry of Finance and the State Ethnic Affairs Commission will actively make researches on new measures on
the interest discount of the loans for ethnic trade and the production of ethnic articles during the “11th five-year plan”. As for
the designated enterprises in the business of ethnic trade and the production of the commodities specially needed by minority ethnic
groups, all state-owned commercial banks shall, before the promulgation of new measures, continue carrying out the preferential interest
rate policy, under which the interest rate of the normal loan for current capital shall be lower than the benchmark interest rate
of the normal “one-year” loan for current capital by 2.88 percentage points and the preferential interest rate may not be floated,
and this preferential policy shall enter into force as of January 1, 2006. The range of the granting of the loans with preferential
interest rate, application for loan, administration of preferential interest rate, procedures for applying interest subsidies and
other relevant issues shall be done still according to the Notice on Continuing Granting Preferential Interest Rate to the Loans
for Ethnic Trade and the Production of Ethnic Articles (Yin Fa [1997] No.437 and the Notice of the People’s Bank of China on Issues
Concerning the Interest Rate of the Loans for Ethnic Trade and the Production of Ethnic Articles (Yin Fa [2003] No.8).

Shanghai Head Office, all branches, and the business administration departments of the People’s Bank of China shall intensify the
inspection and supervision of the carrying out of the preferential interest rate policy on the loans for ethnic trade and the production
of ethnic articles, and do well the work in respect of interest discount.

People’s Bank of China

September 6, 2006



 
The People’s Bank of China
2006-09-06

 






1...181920...83Page 19 of 83

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...

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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