GUIDING OPINIONS OF THE PEOPLE’S BANK OF CHINA AND THE MINISTRY OF INFORMATION INDUSTRY ON THE POOLING OF ENTERPRISE AND INDIVIDUAL CREDIT INFORMATION AS SHARED BY THE COMMERCIAL BANKS AND TELECOMMUNICATIONS ENTERPRISES

the People’s Bank of China, the Ministry of Information Industry

Guiding Opinions of the People’s Bank of China and the Ministry of Information Industry on the Pooling of Enterprise and Individual
Credit Information as Shared by the Commercial Banks and Telecommunications Enterprises

No. 112 [2006] of the People’s Bank of China

Shanghai Headquarter of the People’s Bank, all the branches, business management departments, central sub-branches in provincial capitals
and central sub-branches in cities at the deputy-provincial level of the People’s Bank, all the state-owned commercial banks and
joint stock commercial banks; the administrative bureaus for communications of all provinces, autonomous regions and municipalities
directly under the Central Government, as well as China Telecommunications Corporation, China Network Communications Corporation,
China Mobile Communications Corporation, China United Telecommunications Corporation, China Satellite Communications Corporation
and China Tietong Communications Corporation:

With a view to fulfilling the requirements of the 16th National Congress of the CPC for “perfecting the social credit system in the
modern market economy”, carrying out the task of “promoting the inter-department pooling and integration of information resources
and promoting the inter-department coordination of government affairs” as arranged by the state leading group of computerized processing,
accelerating the construction of the enterprise and individual credit information system, promoting the business development of banks
and telecommunications enterprises and advancing the social credit level, the People’s Bank of China and the Ministry of Information
Industry have offered the following guidance for the relevant issues regarding the pooling of enterprise and individual credit information
by commercial banks and telecommunications enterprises. Please carry out them accordingly.

Making plans in an overall manner and carrying out them in a step-by-step manner. The information pooling is a kind of complicated
systematic project, so the principles of “Solving easier problems first and difficult ones later so as to promote the development
step by step” shall be followed. We may start from the pooling of information on the telecommunication fees as defaulted by enterprises
and individuals and then gradually enlarge the scope of information pooling, bring into play the function of the credit investigation
system of accumulating credit wealth for enterprises and individuals. We may also make a pilot in some provinces and municipalities
with comparatively high degree of computerized processing, and, based on the summarized experience, generalize it throughout the
whole country.

II.

Making close collaboration and intensifying coordination. The workload of information pooling is large, and the work involves the
regional branches and sub-branches of the People’s Bank, the Ministry of Information Industry, commercial banks and telecommunications
enterprises as well as different departments within specific entities. Therefore, the relevant departments and principals of Shanghai
Headquarter, all the branches and sub-branches of the People’s Bank as well as the administrative bureaus for communication of all
provinces, autonomous regions, and municipalities directly under the Central Government shall pay great attention to, bring into
full play their role of organization and coordination, actively take part in the work of piloting, and, based on broad investigation
and researches as well as taking into consideration the opinions of all the parties concerned, formulate detailed piloting plans
and report them to the People’s Bank of China and the Ministry of Information Industry for archival filing before implementation.

III.

Protecting the legitimate rights and interests of users and utilizing the enterprise and individual credit information according to
laws. The functionaries of all commercial banks and telecommunications enterprises shall accord with the relevant laws, bear the
relevant obligations of confidentiality for commercial secrets and individual privacy as accessible and shall not violate the relevant
provisions by unlawfully applying any enterprise or individual credit information.

IV.

The commercial banks and telecommunications enterprises shall share the information through the basic database of enterprise and individual
credit information, which is a nationwide centralized and uniform platform for the credit information pooling as built up by the
commercial banks under the organization of the People’s Bank of China and is a key infrastructure project to build up the enterprise
and individual credit investigation system.

Shanghai Headquarter of the People’s Bank of China, all the branches, business management departments, central sub-branches in provincial
capitals and central sub-branches in cities at the deputy-provincial level of the People’s Bank of China shall forward the present
guiding opinions to all urban commercial banks, rural commercial banks, rural cooperative banks, urban credit cooperatives and rural
credit cooperatives within their respective jurisdictions.

The People’s Bank of China

The Ministry of Information Industry of the People’s Republic of China

April 7, 2006

the People’s Bank of China, the Ministry of Information Industry
2006-04-07

CIRCULAR OF CHINA FOREIGN EXCHANGE TRADING CENTER AND NATIONAL INTER-BANK FUNDING CENTER PERTINENT TO THE PROMULGATION OF THE RULES FOR THE SWAP TRANSACTIONS OF RMB VERSUS FOREIGN EXCHANGE IN FOREIGN EXCHANGE MARKET OF THE NATIONAL INTER-BANK

Circular of China Foreign Exchange Trading Center and National Inter-bank Funding Center pertinent to the Promulgation of the Rules
for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank

Zhong Hui Jiao Fa [2006] No.118

All the members of inter-bank forward transactions of RMB versus foreign exchange,

In accordance with the Reply of State Administration of Foreign Exchange pertinent to the Promulgation of the Rules for the Swap Transactions
of RMB versus Foreign Exchange by China Foreign Exchange Trading Center (Hui Fa [2006] No. 87), the Rules for the Swap Transactions
of RMB versus Foreign Exchange in the National Inter-bank Foreign Exchange Market are hereby promulgated by China Foreign Exchange
Trading Center, please implement them accordingly.

Annex: Rules for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank

China Foreign Exchange Trading Center

National Inter-bank Funding Center

April 21, 2006
Annex:
Rules for the Swap Transactions of RMB versus Foreign Exchange in Foreign Exchange Market of the National Inter-bank
Chapter I General Provisions

Article 1

In order to regular the order of swap transactions of RMB versus foreign exchange in the national inter-bank foreign exchange market
and maintain the lawful rights and interests of the members of RMB/foreign exchange swap market (hereinafter referred to as the members),
these Trading Rules (hereinafter referred to as these Rules) are instituted in accordance with the Regulation of the People’s Republic
of China pertinent to Foreign Exchange Control, the Interim Provisions pertinent to Managing Inter-bank Foreign Exchange Market (Yin
Fa [1996] No.423), the Circular of the People’s Bank of China on Related Issues pertinent to Speeding up the Development of Foreign
Exchange Market and other related provisions.

Article 2

The “inter-bank swap transactions of RMB versus foreign exchange (hereinafter referred to as swap transactions)” mentioned in these
Rules refer to two exchanges between RMB and foreign currency on two different settlement dates and with the opposite direction that
are agreed on by both parties. On the first exchange of currency, one party uses foreign exchange to exchange RMB from the other
party at the stipulated exchange rate, and in the second exchange of currency, the latter party uses RMB to exchange the equivalent
foreign exchange of the same currency from the former party at another stipulated exchange rate; or vice versa. Of which, the exchange
on the former settlement date shall be enpost_titled as the close-to-carrier transaction and the exchange on the latter settlement date
shall be enpost_titled as the remote transaction.

Article 3

The membership management system shall be carried out in the national inter-bank foreign exchange market. Under the supervision of
the State Administration of Foreign Exchange (SAFE), Chinese Foreign Exchange Trading Center (hereinafter referred to as the “Trading
Center”) shall take charge of providing a trading system (hereinafter referred to as the trading system) for swap transactions between
the members.

Chapter II Management of Members

Article 4

The “members” mentioned in these Rules refer to the financial institutions or non-financial enterprises that have gotten the archival
filing qualifications of the SAFE for swap transactions for not less than six months and are carrying out swap transactions in the
Trading Center.

Article 5

Those traders who have gotten qualification certificates issued by the Trading Center shall not do swap transactions in the Trading
Center until they have taken part in the related professional trainings given by the Trading Center. A member shall appoint qualified
traders to do transactions on behalf thereof, and bear the responsibility for the transactions done by the traders.

Article 6

A member shall set up and improve an internal management system and a risk prevention mechanism, take practical and effective measures
to make monitoring and management on the swap risk, sign a Master Agreement concerning Forward and Swap Transactions of RMB versus
Foreign Exchange in the National Inter-bank Foreign Exchange Market (hereinafter referred to as the Master Agreement) and abide by
the laws, regulations and other related provisions concerning the inter-bank foreign exchange market.

Chapter III Trading System

Article 7

The inter-bank swap trading system is open to the market at 9:30 to 17:30 Beijing Time every week except Saturday and Sunday, and
is not open to the market on legal holidays of China. The trading time may be modulated in accordance with the alteration of market
demands after being reported to the SAFE by the Trading Center for archival filing.

Article 8

In case of force majeure, the Trading Center may, after reporting to the SAFE for archival filing, announce to suspend all or part
of the transactions. After the aforesaid factor is eliminated, the Trading Center shall immediately resume the trading and timely
notify the members.

Article 9

A trader shall comply with the related provisions concerning the trading system, and voluntarily maintain the market order. If in
violation of the provisions, any trader may be given a verbal warning by the Trading Center, circulated in a written report of criticism,
or even his qualification of traders may be cancelled in accordance with the circumstances. If the circumstances are serious, the
member shall take the responsibility.

Chapter IV Quotation and Transaction

Article 10

A member shall make quotations and do transactions by the trading system of the Trading Center.

Article 11

A swap transaction shall be carried out by using foreign currencies as the objects, and the market price of the inter-bank spot foreign
exchange market on the trading date recognized by both parties to the transaction shall be followed for the spot exchange rate referred
to calculate the transaction price or swap points.

Article 12

Both parties to a transaction shall negotiate with each other and determine the type of currency, amount, time limit, exchange rate,
transaction price (swap points) and settlement arrangement for the swap transaction, but the stipulations of both parties shall not
conflict with the related provisions in these Rules.

Article 13

After a swap transaction is entered into, the swap trading record (hereinafter referred to as the “trading record”) created by the
trading system shall be the certification that the swap transaction between both parties has been completed, and the trading record
shall go into effect after being confirmed by both parties in the trading system. Both parties to the transaction may, in accordance
with the requirements of actual situations, sign a supplementary agreement only suitable for them related to the breach of contract,
termination of the contract and the handling measures that have not been clarified in the Master Agreement. The trading record, supplementary
agreement (if any) and Master Agreement shall make up a complete swap transaction contract together. The clause in the Master Agreement
shall prevail if the stipulations between both parties to the transaction go against the applicable law article or dispute settlement
clause in the Master Agreement.

Chapter V Delivery and Settlement

Article 14

The capital delivery on the day of close-to-carrier settlement and on the day of remote settlement for a swap transaction may employ
the settlement method of delivery of total amount of principal or the balance settlement method. The RMB or foreign exchange capital
shall be paid to the capital account designated by the transaction opponent on the settlement day by both parties to the transaction.

Article 15

If the settlement day of a swap transaction is a statutory holiday of a currency issuing country or region, both parties shall negotiate
with each other and determine the date on which the capital to be actually delivered according to international practice.

Chapter VI Emergency Transactions and Cancellation Transactions

Article 16

Both parties to the transaction may make an emergency transaction if the swap trading system can’t transact in a normal way or create
trading records because of the trouble in its equipment or communications circuit,.

Article 17

An emergency transaction shall be a trading act under the operation of the Trading Center upon authorization of a member, and the
member shall be responsible for all the legal consequences for the transaction completed by the Trading Center on commission.

Article 18

The specific practice of an emergency transaction shall be:

If any member is unable to enter into the swap trading system, the Trading Center shall, after both parties to the transaction have
completed a transaction through negotiation, type the trading record standing for the member and fax the trading record to the number
designated by the member.

If any member has completed a transaction through the swap trading system, but the trading record is unable to be created, the Trading
Center may print the trading record for the member on commission, and fax it to the number designated by the member.

Article 19

For a swap transaction completed upon confirmation of the trading system of the Trading Center, if both parties to the transaction
agree to cancel it upon negotiation, both parties shall sign their names and give an explanation of the reasons for cancellation
on the trading record created in the trading system, which shall be under a valid seal of the trading department and/or shall be
signed by the chief trader, and both parties shall fax the aforesaid trading record to the number as designated by the Trading Center
and immediately call the persons designated by the Trading Center to notify and confirm. The Trading Center shall, upon receipt of
the faxes sent by both parties and upon finding no error after verification, cancel the aforesaid transaction in the trading system.

Article 20

Within 30 minutes before closing the quotation, the Trading Center shall not accept the applications for emergency transactions or
cancellation transactions submitted by the members in general.

Article 21

For the swap transactions that are cancelled upon request of the members, the Trading Center shall record down the request for cancellation
put forward by the initiator, and for the members that frequently cancel transactions, they shall be regularly publicized by the
Trading Center, and be taken into consideration when choosing excellent members through public appraisal.

Chapter VII Charges

Article 22

The Trading Center shall provide services of swap transactions to the members according to the principle of paid services.

Article 23

According to the Charging Scheme of the Inter-bank Foreign Exchange Market, the Trading Center shall charge the trading commissions
from both parties on a quarterly basis of 0.001% of close-to-carrier RMB amount of a swap transaction.

Article 24

According to the market conditions, the Trading Center may make a modulation on the charging rates for swap transactions after reporting
them to the SAFE for approval.

Chapter VIII Information Disclosure

Article 25

Upon authorization of the SAFE, the Trading Center shall take charge of routine statistics, market monitoring and related information
disclosure pertinent to sap transactions, and announce the market conditions pertinent to swap transactions and other supplementary
trading information to the members by means of the trading terminal.

Chapter IX Supplementary Provisions

Article 26

If any trading party try to gain unjustifiable purposes by malicious collusion or intentional breach of contract, or disturb the
foreign exchange market order by any unjustifiable means, it shall be announced by the Trading Center. If the circumstances are serious,
it shall be reported to the SAFE by the Trading Center, and the SAFF shall carry out a punishment of suspension or even revocation
of its membership qualification.

Article 27

If there is any dispute between both parties to a swap transaction, the original records pertinent to the related transaction may
be provided by the Trading Center upon request of one party or both parties.

Article 28

If any member fails to pay the commissions for swap transactions on time or illegally use the related information pertinent to swap
transactions provided by the Trading Center, and has not made corrections timely upon persuasion, it may be suspended its operational
power of doing swap transactions through the system terminal of the Trading Center by the Trading Center.

Article 29

The Trading Center shall be responsible for interpreting these Rules.

Article 30

These Rules shall go into effect as of the date of promulgation.

China Foreign Exchange Trading Center, National Inter-bank Funding Center
2006-04-21

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ANNOUNCEMENT OF THE LIST OF INVALIDATED AND ABOLISHED REGULATORY DOCUMENTS ON TAXATION

Circular of the State Administration of Taxation on the Announcement of the List of Invalidated and Abolished Regulatory Documents
on Taxation

Guo Shui Fa [2006] No. 62

The state taxation bureaus and local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central
Government cities specifically designated in the state plan, and Institute of Continuing Tax Education of Yangzhou:

In light of the requirements of the Circular of the State Council on Printing and Distributing the Implementation Outlines for Pushing
Forward Administration by Law in an All-Round Way (No. 010 [2004] of the State Council), the State Administration of Taxation has
sorted out all existing rules, regulations and regulatory documents of the tax organs. Hereby you are notified of the sort-out result
as follows:

290 rules, regulations and regulatory documents of the tax organs, whose full texts have been invalidated or abolished

Circular of the State Administration on Tightening up the Registration System for the Receipt and Purchase of Special Invoices of
Value-added Tax (Guo Shui Fa [1995]No. 101)

Circular of the State Administration on Printing and Distributing the Notice about the Provisions on the Tax Amounts for Goods and
Taxable Services Calculated and Filed by General Taxpayers of Value Added Tax according to the Old Tax System (Guo Shui Fa [1993]
No. 152)

Circular of the State Administration of Taxation on the Treating Opinions concerning the Tax Payments Already Made for Inventories
at the Beginning Period by Enterprises Subject to Value Added Tax (Guo Shui Fa [1994] No. 060)

Circular of the State Administration of Taxation on Printing and Distributing the Amended Measures for the Filing of Tax Returns
by General Taxpayers of Value Added Tax (Guo Shui Fa [1995] No. 196)

Circular of the State Administration of Taxation on Making Supplements to and Amending the Measures for the Filing of Tax Returns
by General Taxpayers of Value Added Tax (Letter Guo Shui Han Fa [1995] No. 670)

Circular of the State Administration of Taxation on Checking and Cleaning Up the General Taxpayers of Value Added Tax (Guo Shui Fa
[1997] No. 038)

Circular of the State Administration of Taxation on Amending the Measures for the Filing of Tax Returns by General Taxpayers of Value
Added Tax (Guo Shui Fa [1999] No. 029)

Circular of the State Administration of Taxation on Further Pushing Forward the VAT Anti-Counterfeiting Tax Control Certification
System (Guo Shui Fa [1999] No. 139)

Circular of State Administration of Taxation on the Issues Concerning the Offset of the Balance of Tax Payments Already Made for
Inventories at the Beginning Period by Enterprises Subject to Value Added Tax (Guo Shui Fa [2000] No. 003)

10.

Circular of State Administration of Taxation on Printing and Distributing the Interim Measures for the Management of the VAT Anti-Counterfeiting
Tax Control Host Computer Sharing Service System (Guo Shui Fa [2003] No. 018)

11.

Circular of the State Administration of Taxation on Printing and Distributing the Detailed Provisions on the Value Added Tax on Electrical
Products (Guo Shui Fa [1994] No. 064)

12.

Circular of the State Administration on Some Issues Concerning the Value Added Tax on Electrical Products (Guo Shui Han Fa [1994]
No. 572)

13.

Reply of the State Administration of Taxation on the Issues Concerning the Refund of Value Added Tax to Enterprises Operated by Schools
(Guo Shui Han Fa [1996] No. 310)

14.

Circular of the State Administration of Taxation on the Issues Concerning the Offset of Freight after the Price Adjustment in Railway
Cargo Transport (Guo Shui Han Fa [1999] No. 124)

15.

Circular of the State Administration of Taxation on Some Issues Concerning the Offset of Input Tax Amount of Cotton (Guo Shui Fa
[1999] No. 136)

16.

Reply of the State Administration of Taxation on the Issues Concerning the Determination of the Business Nature of Power Supply Enterprises
at the County Level (Guo Shui Han Fa [1999] No. 847of the State Administration of Taxation)

17.

Circular of the State Administration of Taxation on Amending the Circular of the State Administration of Taxation about Revising
Notes to “Feed” and Strengthening the Management on Exemption of Value Added Tax (Guo Shui Fa [2000] No. 093)

18.

Circular of the State Administration of Taxation on the Issues Concerning the Calculation of Input Tax Amount of Inventories of Commercial
Cotton (Guo Shui Han Fa [2000] No. 504)

19.

Circular of the State Administration of Taxation on the Suspension of the Implementation of the Notice of the State Administration
of Taxation on Revising the Notes to “Feed” and Strengthening the Management on Collection and Exemption of Value Added Tax on Feed
(Guo Shui Fa [2000] No. 132)

20.

Circular of the State Administration of Taxation on Strengthening Some Issues Concerning the Administration of Collection of Value
Added Tax on Trade Enterprises (Guo Shui Fa [2001] No. 073)

21.

Circular of the State Administration of Taxation on Some Issues Concerning the Value Added Tax on China Petrochemical Corporation
(Guo Shui Han Fa [2001] No. 384)

22.

Reply of the State Administration of Taxation on Issues Concerning the Value Added Tax Policies on Discarded Automobile Recycling
Enterprises (Guo Shui Han Fa [2002] No. 016)

23.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on Power Enterprises in 2003 (Guo Shui Fa Ming
Dian [2004] No. 001of the State Administration of Taxation)

24.

Supplementary Circular of the State Administration of Taxation on the Collection of Value Added Tax on Power Enterprises in 2003
(Guo Shui Fa Ming Dian [2004] No. 005)

25.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on Electrical Products in 2004 (Guo Shui Fa
[2004] No. 680)

26.

Circular of the State Administration of Taxation on Conducting Inspections on the Computers for VAT Special Invoice (Guo Shui Fa
[1994] No. 134)

27.

Circular of the State Administration of Taxation on the Management of the Old Version of Special Invoices of Value Added Tax Obtained
by Taxpayers after July 1, 1994 (Guo Shui Fa [1994] No. 237)

28.

Circular of the State Administration of Taxation on the Strict Control of the Scope of Use of Special Invoices of Value Added Tax
(Guo Shui Fa [1995] No. 088)

29.

Supplementary Circular of the State Administration of Taxation on Strengthening the Management of the Filling and Issuance of Special
Invoices of Value Added Tax (Guo Shui Fa [1995] No. 162)

30.

Circular of the State Administration of Taxation on the Interim Measures for the Management of the Operations of the Anti-forgery
Tax-control Certification System for Special Invoices of Value Added Tax (Guo Shui Fa [1995] No. 233)

31.

Circular of the State Administration of Taxation on the Million-Yuan Special Invoices of Value Added Tax Issued by Tax Organs on
Behalf of Others through the Anti-forgery Tax-control Certification System (Guo Shui Han Fa [1997] No. 072)

32.

Circular of the State Administration of Taxation on the Abolishment of All Value Added Tax Special Invoices of the 1994 Version (Guo
Shui Han Fa [1997] No. 440)

33.

Circular of the State Administration of Taxation on the Issues Concerning the Use of Value Added Tax Special Invoices of the New
Version (Guo Shui Han Fa [2000] No. 237)

34.

Circular of the State Administration of Taxation on Strengthening the Management of the Issuance of Value Added Tax Special Invoices
by Tax Organs on Behalf of Others (Guo Shui Fa [2004] No. 068)

35.

Circular of the State Administration of Taxation on the Collection of Value Added Tax on All Kinds of Off-price Fees of Power Enterprises
(Guo Shui Fa [1994] No. 185)

36.

Circular of the State Administration of Taxation on the Value Added Tax on the Incomes of Power Enterprises from the Right to Use
Electricity and Other Items (Guo Shui Fa [1998] No. 200)

37.

Circular of the State Administration of Taxation on the Pages of the Value Added Special Invoices (Guo Shui Fa [1994] No. 010)

38.

Circular of the State Administration of Taxation on the Utilization of Value Added Tax Special Invoices (Guo Shui Fa [1994] No. 057)

39.

Circular of the State Administration of Taxation on the Offset of the Input Tax Amounts of Railway Freight (Guo Shui Fa [2000] No.
014)

40.

Reply of the State Administration of Taxation on the Determination of Dodged Tax Amounts (Guo Shui Han Fa [1995] No. 564)

41.

Reply of the State Administration of Taxation on the Collection of Sales Tax on the Fund Occupation Fees Charged by Rural Cooperative
Foundations (Guo Shui Han Fa [1995] No. 065)

42.

Reply of the State Administration of Taxation on the Collection of Sales Tax on Construction Installation Subsidiaries of Enterprises
(Entities) (Guo Shui Han Fa [1995] No. 191)

43.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Financial Leasing Business (Guo Shui Han Fa [1995]
No. 656)

44.

Circular of the State Administration of Taxation on the Payment of Sales Tax Made by the National Development Bank in a Centralized
Manner (Guo Shui Han Fa [1995] No. 669)

45.

Reply of the State Administration of Taxation on the Collection of Sales Tax on the Meat Product Quarantine Fees Charged by Animal
Quarantine Stations (Guo Shui Han Fa [1996] No. 297)

46.

Reply of the State Administration of Taxation on the Application of Tax Items of Sales Tax to the Incomes of Hubei Branch of China
Southern Airlines Co., Ltd. Charged on Chartered Flights (Guo Shui Han Fa [1996] No. 695)

47.

Reply of the State Administration of Taxation on the Tax Issues Related to the Transport Sector (Guo Shui Han Fa [1997] No. 478)

48.

Reply of the State Administration of Taxation on the Collection of Sales Tax on Training Schools (Guo Shui Han Fa [1998] No. 749)

49.

Supplementary Circular of the State Administration of Taxation on the Collection of Sales tax on the Labor Services in the Exploration
and Development of Oil and Gas Fields (Guo Shui Fa [1990] No. 240)

50.

Circular of the State Administration of Taxation on Printing and Distributing the Trial Measures for the Administration of Tax Filings
of Sales Tax Related to Financial and Insurance Sectors (Guo Shui Fa [2000] No. 015)

51.

Circular of the State Administration of Taxation on the Sales Tax on the Transport Incomes of Railway Departments Paid in a Centralized
Manner (Guo Shui Fa [2000] No. 115)

52.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Major Railway Repair Business (Guo Shui Han [2000]
No. 891)

53.

Reply of the State Administration of Taxation on the Collection of Sales tax on the Fixed Incomes of Enterprises from Renting Real
Estates (Guo Shui Han [2001] No. 078)

54.

Reply of the State Administration of Taxation on the Exemption of Sales tax on the Technological Transfer and Other Businesses (Guo
Shui Han No. 223 [2001])

55.

Circular of the State Administration of Taxation on the Time of Occurrence of the Tax Obligations of Sales Tax on Revenues from Bank
Loan Interests (Guo Shui Fa [2001] No. 038)

56.

Reply of the State Administration of Taxation on the Sales Tax on Transport (Guo Shui Han [2002] No. 292)

57.

Circular of the State Administration of Taxation on the Collection of Sales Tax on Sino-foreign Equity Joint Financial Institutions
(Guo Shui Fa [1995] No. 231)

58.

Circular of the State Administration of Taxation on Whether or not To Impose Sales Tax on the Interests and Rent Revenues Obtained
by Foreign Enterprises within China (Guo Shui Fa [1997] No. 035)

59.

Reply of the State Administration of Taxation on the Collection of Turnover Tax on Vehicle Supply Business of Transport Enterprises
(Guo Shui Han Fa [1995] No. 578)

60.

Circular of the State Administration of Taxation on Several Concrete Issues Concerning the Administration of Tax Collection after
the Adjustment of the Tax Policies on the Financial and Insurance Sectors (Guo Shui Fa [1997] No. 039)

61.

Circular of the State Administration of Taxation on Collecting Taxes on the Construction and Installation Enterprises Producing and
Selling Aluminum Alloy Windows and Doors (Guo Shui Han Fa No. 186 [1997])

62.

Circular of the State Administration of Taxation on the Tax Administration Issues Related to the Pyramid Salespersons of Pyramid
Selling Enterprises (Guo Shui Fa [1997] No. 092)

63.

Circular of the State Administration of Taxation on the Tax Preferential Policies for Laid-off Employees Engaging in Services for
Community Residents (Guo Shui Fa [1999] No. 043)

64.

Circular of the State Administration of Taxation on the Tax Policies on the Reform of the System of Administration of the Geological
Survey Teams (Guo Shui Fa [1999] No. 115)

65.

Circular of the State Administration of Taxation on the Tax Preferential Policies on Demobilized Soldiers Seeking Jobs by Themselves
(Guo Shui Fa [2001] No. 011)

66.

Reply of the State Administration of Taxation on Collecting Taxes on Industrial Enterprises Producing, Selling and Installing Guardrails
and Barrier Grids (Guo Shui Han Fa [1999] No. 601n)

67.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Entities Subordinated to the Mining Affairs Bureau
Undertaking the Construction and Installation Projects of This Bureau (Guo Shui Han [1996] No. 524)

68.

Circular of the State Administration of Taxation on Some Tax Issues Concerning the U.S. Motorola Company Providing Construction and
Installation Guidance Services (Guo Shui Han [1997] No. 008)

69.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Fees Charged by Labor Service Companies (Guo Shui
Han [1997] No. 015)

70.

Circular of the State Administration of Taxation on Strictly Implementing the Provisions on the Collection of Sales Taxes on Highway
Vehicle Passage Fees (Guo Shui Han [1997] No. 180)

71.

Circular of the State Administration of Taxation on the Time for the Implementation of the Relevant Provisions on the Sales Taxes
of Construction Industry (Guo Shui Han [1999] No. 053)

72.

Reply of the State Administration of Taxation on Collecting Sales Taxes on the Relevant Revenues of Taxi Companies (Guo Shui Han
[2000] No. 671)

73.

Reply of State Administration of Taxation on Some Issues Related to the Collection of Sales Taxes on the Financial and Insurance
Sectors (Guo Shui Han [1995] No. 007)

74.

Reply of the State Administration of Taxation on the Exemption of Consumption Taxes from the Commercial Inventories of Gasoline and
Diesel Oil (Guo Shui Han [1994] No. 462)

75.

Reply of the State Administration of Taxation on Collecting Consumption Taxes on Platinum Ornaments in the Industrial Link (Guo Shui
Han No. 533 [1999])

76.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Examination and
Approval of Taxable Prices for the Consumption Taxes on Cigarettes (Guo Shui Fa [2000] No. 130)

77.

Circular of the State Administration of Taxation on the Administration of the Collection of Enterprise Income Taxes after the Reform
of the Management System of the Important State-owned Coal Mines (Guo Shui Fa [1998] No. 139)

78.

Circular of the State Administration of Taxation on Printing and Distributing the Enterprise Income Tax Returns (Guo Shui Fa [1994]
No. 131)

79.

Circular of the State Administration of Taxation on the Recovery of Losses of Contractual Enterprises (Guo Shui Fa [1994] No. 204)

80.

Circular of the State Administration of Taxation on Strengthening the Administration of Collection of Income Taxes and of Financial
Management of Urban and Rural Credit Cooperatives (Guo Shui Fa [1994] No. 251)

81.

Circular of State Administration of Taxation on the Tax Payment Place of China Pacific Insurance Company (Guo Shui Fa [1994] No.
593)

82.

Circular of the State Administration of Taxation on the Examination and Approval Power over the Exemption and Deduction of Income
Taxes on Collective Financial Enterprises (Guo Shui Fa [1997] No. 201)

83.

Circular of State Administration of Taxation on the Examination and Approval Power over the Exemption and Deduction of Income Taxes
on Central Enterprises in Autonomous Areas of Ethnic Minorities (Guo Shui Fa [1998] No. 045)

84.

Circular of the State Administration of Taxation on the Pre-income-tax Deduction Issues Related to the Donations Made by Enterprises
to Disaster Areas (Guo Shui Han Fa [1998] No. 555)

85.

Reply of the State Administration of Taxation on the Enterprise Income Taxes Related to the Depreciation of Fixed Assets (Guo Shui
Han [1999] No. 574)

86.

Letter of the State Administration of Taxation on the Income Tax Issues Related to China Vessel Inspection Bureau Guo Shui Han [1994]
No. 414)

87.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Tax by Post and Communications Enterprises (Guo
Shui Han [1998] No. 263)

88.

Reply of the State Administration of Taxation On the Income Tax Issues Related to the Residential Houses Sold to Employees (Guo Shui
Han [1999] No. 486)

89.

Circular of the State Administration of Taxation on the Administration of the Collection of Income Taxes on Rural Cooperative Foundations
(Guo Shui Han Fa [1995] No. 058)

90.

Reply of the State Administration of Taxation on Making up the Underpaid Taxes and Monetary Penalties of an Enterprise Which Has
Filed a False Report of Losses (Guo Shui Han Fa [1996] No. 653)

91.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Taxes by Enterprises Subordinated to the Civil
Aviation Administration of China (Guo Shui Han Fa [1998] No. 262)

92.

Circular of the State Administration of Taxation on Collecting Enterprise Income Taxes on Subsidiaries of the Ministry of Power Industry
(Guo Shui Fa [1994] No. 221)

93.

Circular of the State Administration of Taxation on Doing Well in the Year-end Filing of Tax Returns, and Settlement and Payment
of Enterprise Income Tax for the Year 2001 (Guo Shui Han [2001] No. 875)

94.

Circular of the State Administration of Taxation on the Enterprise Income Tax Related to the Termination of the Use of the Simulation
Network of China Mobile Communications Corporation (Guo Shui Han [2001]No. 564)

95.

Circular of the State Administration of Taxation on the Exemption and Deduction of Tax from Enterprises Subordinated to the China
Disabled Persons’ Federation (Guo Shui Han [2001] No. 909)

96.

Circular of the State Administration of Taxation on the Standards on the Pre-tax Deductions of the Management Fees of the Rural Credit
Cooperative Management Institutions at the Prefecture (City) Level and at the Province Level (Guo Shui Han [2002] No. 258)

97.

Circular of the State Administration of Taxation on the Payment of Enterprise Income Taxes by Branches of the People’s Insurance
Company of China (Guo Shui Han [1995] No. 500)

98.

Circular of the State Administration of Taxation on How to Treat the Enterprise’ False Report of Losses (Guo Shui Fa [1996] No. 162)

99.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Exemption and Deduction
of Enterprise Income Taxes (Guo Shui Fa [1997] No. 099)

100.

Reply of the State Administration of Taxation on the Exemption of Income Taxes from the Rural Credit Cooperatives after the Change
of the Administrative Division of a Poverty-stricken County (Guo Shui Han [1999] No. 234)

101.

Circular of the State Administration of Taxation on Strengthening the Examination and Approval of the Pre-Tax Deduction Expenses
Related to Enterprise Income Tax (Guo Shui Fa [1996] No. 201)

102.

Circular of the State Administration of Taxation on the Pre-Tax Deduction Standards Related to the Wages in Enterprises Connecting
Wages with Performances (Guo Shui Fa [1998] No. 086)

103.

Circular of the State Administration of Taxation on the Payment of Income Taxes by Enterprises Subordinated to Railway Departments
(Guo Shui Fa [1994] No. 066)

104.

Circular of the State Administration of Taxation on the Payment of Income Taxes by Enterprises Subordinated to the Ministry of Post
(Guo Shui Fa No. 069 [1994])

105.

Circular of the State Administration of Taxation about the Provisions on the Financial Treatments Concerning the Verification of
Assets and Capital of Urban Collective Enterprises (Guo Shui Fa [1998] No. 055)

106.

Reply of the State Administration of Taxation on Collecting Enterprise Income Taxes on the Revenues of Changsha Friendship (Group)
Co., Ltd. from the Transfer of Land Use Right (Guo Shui Fa [1997] No. 055)

107.

Circular of the State Administration of Taxation on Printing and Distributing the Supplementary Provisions on the Interim Measures
for Strengthening the Administration of Collection of the Enterprise Taxes to Be Paid on the Consolidated Basis (Guo Shui Fa [1996]
No. 172)

108.

Circular of the State Administration of Taxation on the Concrete Issues Related to the Enterprise Income Taxes to Be Paid on the
Basis of Concentration (Consolidation) (Guo Shui Fa [1998] No. 127)

109.

Reply of the State Administration of Taxation on the Pre-Tax Deduction Disbursements Related to the Wages in Enterprises Which Adopt
the Wage Measures for Connecting Wages with Performances after the Restructuring and Reform of Enterprises (Guo Shui Han [1999] No.
294)

110.

Circular of the State Administration of Taxation on Printing and Distributing the Implementation Measures for the Reform of the Settlement
and Payment of Enterprise Income Taxes (for Trial Implementation) (Guo Shui Fa [1996] No. 197)

111.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Pre-Deduction of
Enterprise Property Losses (Guo Shui Fa [1997] No. 190)

112.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Settlement and
Payment of Enterprise Income Taxes (Guo Shui Fa [1998] No. 182)

113.

Circular of the State Administration of Taxation on the Consistence between the Relevant Policies on Individual Income Taxes (Guo
Shui Fa No. 045 [1994])

114.

Circular of the State Administration of Taxation on Collecting Individual Income Taxes on the Interests and Bonuses Distributed to
Individuals by Investment Fund Management Companies (Guo Shui Fa [1996] No. 221)

115.

Circular of the State Administration of Taxation on the Exemption of Individual Income Taxes on China Welfare Disaster Relief Lotteries
(Guo Shui Han [1998] No. 803)

116.

Reply of the State Administration of Taxation on Collecting Individual Income Taxes on the Company’s Revenue Retained by Wang Jiaqiang
(Guo Shui Han [1999] No. 192)

117.

Reply of he State Administration of Taxation on Collecting Individual Income Taxes on the Individual Interest Incomes from “Bonds
97 of the State Power Company” (Guo Shui Han [2001] No. 396)

118.

Reply of the State Administration of Taxation on How to Treat the Tax Issues Related to the Donations Made by Enterprises and Individuals
to the Fourth World Women Conference (Guo Shui Han [1995] No. 559)

119.

Circular of the State Administration of Taxation on the Tax Preferential Policies on the Laid-off Employees Engaging in Services
for Community Residents (Guo Shui Fa [1999] No. 043)

120.

Circular of the State Administration of Taxation on Further Specifying the Relevant Legal Liabilities of the Individual Income Taxes
Withholding Agents (Guo Shui Fa [1998] No. 107)

121.

Circular of the State Administration of Taxation on Whether or Not to Give Administrative Punishments upon the Taxpayers Who Fail
to Pay or Underpay Taxes Involved in the Individual Income Tax Investigation and Punishment Cases by Regarding Them as Tax Dodgers
(Guo Shui Fa [1998] No. 205)

122.

Circular of the State Administration of Taxation on How to Calculate and Collect the Individual Income Taxes on Enterprise Operators
Which Implement the Annual Salary System for the Trial Purpose (Guo Shui Fa [1996] No. 107)

123.

Circular of the State Administration of Taxation on the Exemption of Individual Income Taxes on the Severance Pay Obtained by Individuals
(Guo Shui Fa [1996] No. 203)

124.

Circular of the State Administration of Taxation on Collecting Taxes on Bonuses Obtained by Individuals Who Have Residential Houses
within China (Guo Shui Fa [1996] No. 206)

125.

Circular of the State Administration of Taxation on Whether or Not to Demand the Taxpayers to Pay Taxes Involved in the Individual
Income Tax Investigation and Punishment Cases (Guo Shui Han [1998] No. 172)

126.

Circular of the State Administration of Taxation on the Translation of the Amounts of Individual Income Taxes on the Interests of
Euro Dollar Deposits (Guo Shui Fa [1999] No. 232)

127.

Circular of the State Administration of Taxation on Printing and Distributing the Administrative Measures for the Settlement and
Payment of Income Taxes by Foreign-funded Enterprises and Foreign Enterprises (Guo Shui Fa [1997] No. 103)

128.

Circular of the State Administration of Taxation on Printing and Distributing the Rules for the Settlement and Payment of Income
Taxes by Foreign-funded Enterprises and Foreign Enterprises (Guo Shui Fa [1997] No. 104)

129.

Circular of the State Administration of Taxation on Printing and Distributing the Rules for the Tax Management of the Dealings between
Associated Enterprises (Guo Shui Fa [1998] No. 59)

130.

Circular of the State Administration of Taxation on the Administration of the Examination and Approval of Pre-income-tax Deduction
of Property Losses of Foreign-funded Enterprises (Guo Shui Fa [2000] No. 046)

131.

Circular of the State Administration of Taxation on Printing and Distributing the Amended Administrative Measures for the Settlement
and Payment of Income Taxes by Foreign-Funded Enterprises and Foreign Enterprises and the Rules for the Settlement and Payment of
Income Taxes by Foreign-Funded Enterprises and Foreign Enterprises (Guo Shui Fa [2001] No. 009)

132.

Circular of the State Administration of Taxation on Doing Well the Work Related to the Settlement and Payment of Income Taxes on
Foreign-Funded Enterprises and Foreign Enterprises for the Year 2000 (Guo Shui Han [2001] No. 071)

133.

Circular of the State Administration of Taxation on Strengthening the Administration of the Collection of Income Taxes on Foreign-Funded
Enterprises and Foreign Enterprises so as to Ensure the Completion of the Task in Tax Revenue (Guo Shui Han [2002] No. 612)

134.

Circular of the State Administration of Taxation on the Relevant Issues Related to the Settlement and Payment of Income Taxes on
Foreign-Funded Enterprises and Foreign Enterprises for the Year 2003 (Guo Shui Han [2004] No. 066)

135.

Circular of the State Administration of Taxation on the Collection of Industrial and Commercial Consolidated Taxes and Enterprise
Income Taxes on the Commissions and Handling Charges Obtained by Representative Offices of Foreign Enterprises from Advertising Business
(Guo Shui Fa [88] No. 337)

136.

Circular of the State Administration of Taxation on Carefully Going through the formalities for Approval of the Applications of Permanent
Representative Offices of Foreign Enterprises for Calculating the Taxable Income on the Basis of the Amount of Operating Disbursements
(Guo Shui Han [1990] No. 470)

137.

Circular of the State Administration of Taxation on Some Issues Related to the Implementation of the Provisions of the State Council
on Encouraging Investments to the Development of Hainan Island (Guo Shui Fa [88] No. 176)

138.

Circular of the State Administration of Taxation on Some Foreign-Related Tax Issues Related to the Implementation of the Provisions
Regarding the Tax Policies on National High and New-Technology Industrial Development Zones (Guo Shui Fa [1991] No. 663)

139.

Reply of the State Admini

ADMINISTRATIVE MEASURES FOR THE INITIAL PUBLIC OFFERING AND LISTING OF STOCKS

Order of China Securities Regulatory Commission

No. 32

The Administrative Measures for the Initial Public Offering and Listing of Stocks adopted at the 180th president’s meeting of China
Securities Regulatory Commission (hereinafter referred to as the CSRC) on May 17, 2006, are hereby promulgated and shall enter into
effect as of the day of May 18, 2006.
President of the China Securities Regulatory Commission, Shang Fulin

May 17, 2006

Administrative Measures for the Initial Public Offering and Listing of Stocks
Chapter I General Provisions

Article 1

In order to regulate the initial public offering (hereinafter referred to as the IPO) and listing of stocks and protect the legitimate
rights and interest of investors as well as the social and public interests, the present Measures are formulated in accordance with
the Securities Law and the Company Law.

Article 2

A stock IPO and listing within the territory of the People’s Republic of China shall be governed by the present Measures.

If a domestic company purchases or trades stocks in foreign currency, it shall not be under the control of the present Measures.

Article 3

A stock IPO and listing shall meet the requirements for issuance as prescribed by the Securities Law, the Company Law as well as
the present Measures.

Article 4

The information as disclosed by an issuer in accordance with law shall be authentic, accurate and integrate, and shall not carry
any false record, misleading statement or major omission.

Article 5

In accordance with the principles of due diligence and accountability as well as honesty and good faith, a recommender as well as
the representative of recommendation thereof shall earnestly perform its obligation of scrutinized examination and tutorship, and
shall be responsible for the authenticity, accuracy and integrity of the Recommendation Letters of Issuance it has provided.

Article 6

In accordance with the widely-accepted business standards as well as the moral criterion within the sector, the securities trading
service institutions and personnel that produce the relevant documents for securities issuance shall strictly perform their statutory
functions and duties and shall be responsible for the authenticity, accuracy and integrity of the documents they have provided.

Article 7

The CSRC shall implement verification on the stock IPO as made by an issuer and shall not make any material judgment or guaranty
on the value of stock investment or on the proceeds as generated by investors. After a stock is issued in accordance with law, an
investment risk as incurred from any change of the issuer’s business or proceeds shall be borne by the relevant investors themselves.

Chapter II Requirements for Issuance

Section I Qualification for Issuers

Article 8

An issuer shall be a joint stock limited company, which has been established according to the law and lawfully exists.

When a limited company is altered into a joint stock limited company in accordance with law, upon the approval of the State Council,
stock issuance may be adopted for the establishment by way of public offering.

Article 9

Since a joint stock limited company is established, its business operations shall last for 3 years or more, unless it is so approved
by the State Council.

If a limited company is altered into a joint stock limited company by converting the entirety of its original net book value of assets,
the term for its business operations may be calculated as of the day when the limited company is established.

Article 10

If an issuer’s registered capital has been fully paid in and the formalities for transferring the property right of the assets that
the issuer or its shareholders apply as contributions have been concluded, the issuer’s major assets does not have the heavy dispute
on post_title.

Article 11

The business operation of an issuer shall conform to the relevant provisions of the laws, administrative regulations as well as company
constitution, and meet the relevant industrial policies of the state.

Article 12

Within the latest 3 years, there is no major change regarding an issuer’s main business, directors and senior managers, and there
is no alteration of the actual controller thereof.

Article 13

Where an issuer’s equity is well-defined, it does not have the heavy dispute on post_title of the issuer’s shares as held by its controlling
shareholders, or by the shareholders under the control of its controlling shareholders or the actual controller.

Section II Independency

Article 14

An issuer shall have a complete set of operation system and can independently manage market-based business operations directly.

Article 15

An issuer’s assets shall be integrated. A production enterprise shall be equipped with the relevant production system, auxiliary
production system as well as supporting facilities corresponding to its business operations, have the right to own or use the land,
workshop and machines and facilities relating to its business operations as well as the ownership or use right to its trademarks,
patent technologies and know-how, and have an independent purchase system of raw materials and sales system of products. A non-production
enterprise shall be equipped with a set of operation system as well as the relevant assets relating to its business operations.

Article 16

An issuer shall have personnel independence. Senior managers such as the general manager, deputy-manager, financial principal and
secretary of the board of directors shall not hold any post other than director or supervisor in, or take any salary from the enterprise
of its controlling shareholders, actual controllers or any other enterprise under its control. The financial staff of an issuer shall
not hold any part-time post in the enterprise of its controlling shareholder, actual controller or any other enterprise under its
control.

Article 17

An issuer shall enjoy financial independence. An independent financial verification system shall be established, independent decisions
shall be made on financial and a standardized financial accounting system shall be formulated as well as financial management on
its branches and subsidiary companies. An issuer shall not share a bank account with its controlling shareholder, actual controller
or any other enterprise under its control.

Article 18

An issuer shall enjoy organizational independence. An internal operating and management system shall be established and improved,
its power of business operation and management shall be used independently, and shall not have any organization mixed up with its
controlling shareholder, actual controller or any other enterprise under its control.

Article 19

An issuer shall enjoy business independence. Its business operations shall be implemented independently from its controlling shareholder,
actual controller or any other enterprises under its control, and no intra-trade competition or obviously unfair associated transactions
shall occur with its controlling shareholder, actual controller or any other enterprise under its control.

Article 20

An issuer shall not have any other severe defect in its independency.

Section III Standardized Operation

Article 21

The systems of shareholders’ assembly, board of directors, board of supervisors, independent directors, and a secretary system for
the board of directors shall be established and improved according to law. The relevant organizations and personnel shall be capable
of performing their functions and duties in accordance with law.

Article 22

The directors, supervisors and senior managers of an issuer shall have good knowledge of the relevant laws and regulations on the
stock IPO and listing as well as the statutory obligations and duties of a listed company and the directors, supervisors and senior
managers thereof.

Article 23

The directors, supervisors and senior managers of an issuer shall meet the qualification requirements for holding their positions
prescribed by laws, administrative regulations and rules, and shall not be under any of the circumstances as follows:

(1)

They have been banned from entering into the market by the CSRC and the ban is still valid;

(2)

They have been given an administrative punishment by the CSRC within the latest 36 months or have been given a public reprimand by
a stock exchange within the latest 12 months; and

(3)

They are subject to a case investigation of the judicial organ for its involvement in a suspected crime or suspected violation of
any law or regulation, and yet there is no clear conclusion;

Article 24

Internal control systems of the issuer shall be perfect and be implemented effectively, and shall ensure the reliability of its financial
statements, legality of its business operations, and efficiency and efficacy of its business performances in reason.

Article 25

An issuer shall not be under any of the circumstances as follows:

(1)

Having publicly offered any securities unlawfully or in disguise without obtaining an approval from the statutory organ within the
latest 36 months; or having any law-breaking act that started 36 months ago but lasts till now;

(2)

An administrative punishment has been given for its violation of any provision on industry and commerce, taxation, land, environmental
protection or customs, or any other law or administrative regulation, with serious circumstances;

(3)

Within the latest 36 months, having submitted an application to the CSRC but the submitted application materials having false record,
misleading statement or major omission; or failing to comply with the requirements for issuance and thus cheating for an approval
by any fraudulent means; or disturbing the examination as conducted by the CSRC or the Issuance and Verification Committee thereof
or fabricating or altering the seal or signature of an issuer or any director, supervisor or senior manager thereof;

(4)

Its application materials submitted for issuance this time having any false record, misleading statement or major omission;

(5)

It is investigated by the judicial organ for its involvement in a suspected crime without explicit conclusion; or

(6)

Other circumstances under which the legitimate rights and interests of investors or social and public interests are seriously injured.

Article 26

An issuer’s constitution shall clarify the authority of examination and approval of its external guaranty as well as the relevant
procedures for deliberation thereabout. There shall be no rule-breaking guaranty as provided for its controlling shareholder, actual
controller or any other enterprise under its control.

Article 27

An issuer shall have strict rules for capital management and shall not be under any circumstance where its capital is embezzled by
any controlling shareholder, actual controller or any other enterprise under its control by loaning, compensatory repayment, advance
payment or any other way.

Sector IV Finance and Accounting

Article 28

An issuer shall have a sound asset quality, reasonable structure of assets and liabilities, comparatively strong profit-making capacity
and normal cash flows.

Article 29

The internal control of the issuer shall be effective in all substantial aspects, for which an authentication report on internal
control shall be produced by an accounting firm, carrying an unreserved conclusion thereon.

Article 30

The accounting rules of the issuer shall be standardized. The formulation of its financial statements shall satisfy the provisions
on enterprise accounting standards as well as the relevant accounting rules, which shall reflect its financial status, business achievements
and cash flows thereof at arm’s length in all substantial aspects. An auditing report shall be provided by a certified public accountant
giving an unreserved conclusion thereon.

Article 31

The financial statements of the issuer shall be formulated based on the transactions and issues that have actually occurred and its
accounting recognition, measurement or reporting shall be prudent, and a uniform accounting policy for a same or identical business
operation shall be applied, which shall not be altered at random.

Article 32

An issuer shall fully disclose its relationship with associated parties and shall disclose their associated transactions in accordance
with the principles of importance. The prices in associated transactions shall be at arm’s length and there shall be no manipulation
of profits through associated transactions.

Article 33

An issuer shall meet the requirements as follows:

(1)

Having a positive net profit of over 30 million Yuan accumulatively within the latest 3 accounting years, which are computed in the
light of the comparatively low net profits upon deduction of non-regular profits/losses;

(2)

Having a net cash flow of over 50 million Yuan accumulatively, or having a business income of over 0.3 billion Yuan accumulatively
within the latest 3 accounting years;

(3)

The total amount of stock capital is no less than 30 million Yuan before issuance;

(4)

The proportion of its intangible assets (upon deduction of its land use right, right to aquatic breeding and right to mining) in
its net assets at the end of the latest period shall be not higher than 20 %; and

(5)

No uncovered deficit in the latest period.

Article 34

An issuer shall pay taxes in accordance with law, and all tax preferences shall comply with the provisions of the relevant laws and
regulations. An issuer’s business achievements shall not seriously depend on tax preferences.

Article 35

An issuer shall have no major debt-paying risk or shall not be involved with any major contingent issue such as guaranty, litigation
and arbitration that may negatively affect its business operations.

Article 36

An issuer’s documents on application shall not be under the circumstances as follows:

(1)

Omitting or making up, purposely, any transaction, item or any other important information;

(2)

Abusing any accounting policy or accounting estimate; or

(3)

Manipulating, fabricating or tampering the relevant accounting records or credence that form the basis of financial statements.

Article 37

An issuer shall not be under any of the circumstances as follows where its capability of making profits continuously is negatively
affected:

(1)

Its operational mode or variety structure of products and services has been or will be greatly changed, thereby inflicting a major
negative impact on its capability of making profits continuously;

(2)

Its industrial status or business environment has or will greatly change, thereby inflicting a major negative impact on its capability
of making profits continuously;

(3)

Its business income or net profit largely depends on its associated party or on any client with great uncertainty within the latest
accounting year;

(4)

Its net profit mainly comes from the proceeds as generated from investment beyond the range of consolidated financial statements
within the latest accounting year;

(5)

It exists serious risks of negative change in obtaining or utilizing such important assets and technologies as trademark, patent,
exclusive technologies and franchise; or

(6)

Other circumstance where its capability of making profits continuously is negatively affected.

Section IV Utilization of Raised Funds

Article 38

The raised funds shall be utilized for specified purposes and shall be used in its main business operations in principle.

Except for financial enterprises, no raised fund may be utilized in such financial investments as the holding of transactional financial
assets or salable financial assets, loaning to others and entrusted financial management or be directly or indirectly invested in
any company that mainly engages in the purchase and sale of securities.

Article 39

The amount of raised funds and investment projects shall be matched up to an issuer’s present business scale, financial status, technical
level and management capability.

Article 40

The investment projects of raised funds shall meet the relevant state industrial policies, investment management, environmental protection,
land administration as well as the provisions of other relevant laws, regulations and rules.

Article 41

The board of directors of an issuer shall implement an earnest analysis on the feasibility of a project as invested by raised funds
so as to ensure that the investment project may have a better market perspective and profit-making capability, to effectively prevent
any investment risk and to elevate the benefits as generated from the use of the raised funds.

Article 42

Where an investment project of raised funds is implemented, it shall not incur any intra-trade competition or have any negative impact
on the issuer’s independency.

Article 43

A special reserve system for raised funds, which shall be deposited in a special account as decided by the board of directors, shall
be established.

Chapter III Procedures for Issuance

Article 44

A resolution shall be made by the board of directors of an issuer on the specific plans of stock issuance, on the feasibility regarding
the utilization of the raised funds as well as on any other item that shall be clarified, and shall submit them to the shareholders’
assembly for approval.

Article 45

A resolution made by the shareholders’ assembly of an issuer shall at least include the items as follows:

(1)

Kinds and quantity of the stocks as publicly offered;

(2)

Issuance targets;

(3)

The scope of price or method of pricing;

(4)

The purposes of utilization of raised funds;

(5)

A distribution plan of the accumulation profits before issuance;

(6)

The effective term of the resolution;

(7)

Authorization of specific matters in the issuance by the board of directors; and

(8)

Other matters that require clarification.

Article 46

An issuer shall formulate its documents of application, which shall be recommended and reported to the CSRC by its recommender in
accordance with the relevant provisions of the CSRC.

An issuer of special industry shall provide the opinions of the relevant administrative department.

Article 47

The CSRC shall make a decision on whether to accept it within 5 workdays after receiving any application material.

Article 48

The relevant functionary department thereof shall implement a preliminary examination thereon and the Issuance and Verification Committee
shall implement an examination thereon as well after the CSRC accepts any application document as reported by an issuer.

Article 49

During it carries out a preliminary examination, the CSRC shall inquire the opinions of the provincial people’s government where
the relevant issuer is registered about whether the government agrees to the stock issuance or not, and shall inquire the opinions
of the National Development and Reform Commission about whether the investment project of raised funds meets the state industrial
policies and the relevant provisions on investment management.

Article 50

In accordance with the statutory requirements, the CSRC shall decide whether to approve an issuer’s application for issuance and
produce the relevant documents as well.

The relevant issuer shall make the stock IPO within 6 months since the day when the CSRC approves an issuance. If it fails to do so
within 6 months, the relevant approval document shall be deemed as invalid and therefore it shall reapply for the CSRC’s approval
before any IPO is conducted.

Article 51

After an application for issuance is approved and before the stock issuance is concluded, if the major event occurs to the relevant
issuer, it shall suspend the stock issuance, report the situation to the CSRC in time and also perform its obligation of information
disclosure. If the requirement for issuance is thus affected, the procedures for verification shall be gone through again.

Article 52

If it is not disapproved for stock issuance, an issuer may submit again an application for stock issuance within 6 months after the
CSRC makes a decision on disapproval.

Chapter IV Information Disclosure

Article 53

An issuer shall formulate and disclose a prospectus in accordance with the relevant provisions of the CSRC.

Article 54

The Rules of the Contents and Format of Prospectuses shall be the minimum requirements for information disclosure. Whether there
is any explicit provision in the aforesaid Rules, the information that may have the major impact on the investors’ decisions on investment
shall be disclosed.

Article 55

An issuer as well as all the directors, supervisors and senior managers thereof shall affix its seal and their signatures to its
prospectus so as to ensure the authenticity, accuracy and integrity of the contents thereof. The relevant recommender as well as
the representative of recommendation thereof shall implement an examination on the authenticity, accuracy and integrity of the prospectus
and shall affix its seal and his signature to the opinions about examination.

Article 56

The financial statements as cited in a prospectus shall be effective within 6 months upon expiration of the latest accounting term.
Under the special circumstance, an issuer may apply for proper extension, which shall not exceed 1 month at most. The day of expiration
for financial statements shall be based on the end of a year, 6-month or a quarter.

Article 57

The effective term for a prospectus shall be 6 months, which shall be computed as of the last day of signature when the CSRS approves
an application for issuance.

Article 58

After an application document is accepted and before the Issuance and Verification Committee implements an examination, an issuer
shall disclose its prospectus (application version) on the CSRC’s website (www.csrc.gov.cn) in advance. An issuer may publicize its
prospectus (application version) on its enterprise website, on which the disclosed contents shall be identical to those as disclosed
on the CSRC’s website and the time of disclosure shall not be earlier than that on the CSRC’s website.

Article 59

An issuer as well as all the directors, supervisors and senior managers thereof shall ensure its prospectus (application version)
is authentic, accurate and full as disclosed in advance.

Article 60

A prospectus (application version) as disclosed by an issuer in advance is not an official document for stock issuance, which shall
not include any information on price. The relevant issuer shall not take it as a basis for stock issuance.

An issuer shall announce in an eye-catching position of its prospectus (application version) as disclosed in advance: “The application
for this issuance has not been granted by the CSRC. This Prospectus (application version) shall not be applied as a legal ground
for stock issuance and is merely used for advance disclosure. The relevant investors shall make their investment decisions in the
light of the full text of the Prospectus as officially announced.”

Article 61

Before making any stock issuance, an issuer shall publicize an extract of its prospectus on at least one of the newspapers or periodicals
as designated by the CSRC, at the same time, publicize the full text of its prospectus on the websites as designated by the CSRC,
and posted the full text of its prospectus in its domicile, the stock exchange for its stock IPO, domiciles of its recommender, major
underwriter as well as other underwriting institution for public reference.

Article 62

A Recommendation Letter of Issuance provided by a recommender and the relevant documents provided by a securities trading service
institution shall be considered as reference to the relevant prospectus, which shall be disclosed on the websites as designated by
the CSRC and be posted in the relevant issuer’s domicile, the stock exchange for stock IPO, as well as the domiciles of the relevant
recommender, major underwriter and any other underwriting institution for public reference.

Article 63

An issuer may publicize an abstract and the full text of its prospectus as well as the relevant documents of reference on any other
newspaper or website, on which the disclosed contents shall be identical to those as disclosed on the CSRC’s website and the time
of disclosure shall not be earlier than that on the CSRC’s website.

Chapter V Supervision and Punishments

Article 64

If the document of application sent by an issuer to the CSRC carries any false record, misleading statement or major omission, where
an issuer fails to meet the relevant requirements and thus obtains an approval by any fraudulent means, where an issuer disturbs
the examination as conducted by the CSRC or the Issuance and Verification Committee thereof by any unjustifiable means, or where
any seal or signature as affixed by an issuer or any of its directors, supervisors or senior managers is fabricated or altered, the
CSRC shall, in addition to giving a punishment according to the relevant provisions of the Securities Law, adopt the supervisory
measures for terminating the relevant examination and refusing to accept the application of the said issuer for stock issuance within
36 months.

Article 65

If the Recommendation Letter of Issuance provided by a recommender carries any false record, misleading statement or major omission,
where a recommender interfere with the examination as conducted by the CSRC or the Issuance and Verification Committee thereof by
any unjustifiable means, where any seal or signature as affixed by an recommender or any person in charge of signing is fabricated
or tampered or where a recommender fails to perform its other statutory functions and duties, it shall be handled according to the
relevant provisions of the Securities Law and the recommendation system.

Article 66

If a securities trading service institution fails to fulfill its due diligence obligations or if any document it has provided carries
any false record, misleading statement or major omission, the CSRC shall, in addition to giving a punishment according to the relevant
provisions of the Securities Law as well as the related laws, administrative regulations and rules, adopt the supervisory measures
of refusing to accept the special documents of securities issuance as produced by the relevant institutions within 12 months and
refusing to accept the special documents of securities issuance as produced by the relevant signatory persons.

Article 67

If the documents as formulated or provided by an issuer, recommender or securities trading service institution fails to meet the
relevant requirements, or where any issuer, recommender or securities trading service institution unlawfully alters any documents
as submitted or refuses to reply to the relevant questions as raised by the CSRC in the process of examination, the CSRC shall, according
to the circumstances, adopt such supervisory measures as a supervisory interview and an order of correction, record the case into
the archives of creditworthiness and publicize it. In the case of any particularly serious circumstances, a warning shall be given.

Article 68

If an issuer discloses any profit estimation and if the realized profit fails to reach 80% of the estimation, except for the case
of force majeure, the legal representative thereof as well as the certified accountant that has affixed his signature onto the report
on verification of profit estimation shall give an explanation and make a public apology on the relevant journals as designated by
the CSRC. The CSRC may give a warning to the legal representative thereof.

Where the realized profit fails to reach 80% of the estimation, except for the case of force majeure, the CSRC shall not accept any
application of the relevant issuer for securities issuance within 36 months.

Chapter VI Supplementary Provisions

Article 69

The administration measures of stock IPO without listing shall be separately provided for by the CSRC within the territory of the
People’s Republic of China.

Article 70

The present Measures shall enter into force as of the day of May 18, 2006. The Circular on Several Provisions on Stock Issuance (Zheng
Jian [1996] No. 12 ), Circular on Doing a Good Job in 1997 Stock Issuance (Zheng Jian [1997] No. 13 ), Supplementary Circular on
Several Issues regarding Stock Issuance (Zheng Jian [1998] No. 8 ), Circular on the Investigation into the Stock Reform of Those
Enterprises to Be Listed (Zheng Jian Fa Zi [1998] No. 259 ), Circular on the Investigation into the Stock Reform of the Enterprises
that Plan to Make Stock IPO (Zheng Jian Fa [1999] No. 4 ), Circular on the Employment of Auditing Institutions by Those Enterprises
that Plan to Make Stock IPO (Zheng Jian Fa Xing Zi [2000] No. 131 ) and Circular on Further Regulating the Stock IPO (Zheng Jian
Fa Xing Zi [2003] No. 116 ) shall be simultaneously abolished.

China Securities Regulatory Commission
2006-05-17

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON CARRYING OUT THE PILOT WORK ON TRANSFERRING THE EXAMINATION AND APPROVAL POWER CONCERNING THE TAX REFUND (EXEMPTION) ON EXPORTED GOODS TO LOWER LEVELS

Circular of the State Administration of Taxation on Carrying out the Pilot Work on Transferring the Examination and Approval Power
concerning the Tax Refund (Exemption) on Exported Goods to Lower Levels

Guo Shui Han [2006] No.502

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

With a view to optimizing the export tax refund service and further strengthening the connection between tax collection and tax refund,
the State Administration of Taxation, upon study, decides to implement the pilot work on transferring the examination and approval
power concerning the tax refund (exemption) on exported goods to lower levels, and hereby notifies the relevant issues as follows:

Definition of and Qualifications for the Transfer of Examination and Approval Power to Lower Levels

The “transfer of examination and approval power concerning tax refund (exemption) on exported goods to lower levels” refers to the
transfer of the examination and approval power concerning tax refund (exemption) on exported goods to the taxation organs at the
level of county (district, banner and county-level city, similarly hereinafter) from the taxation organs at or above the level of
districted city or autonomous prefecture (hereinafter referred to as the municipal taxation organ). The qualifications for the transfer
shall be that the amount of export tax refund (exemption) of the taxation organ at the county level has reached a certain scale,
the taxation organ has established a special management institution for export tax refund or arranged full-time managers for export
tax refund and the post configuration meets the requirements for supervision and restriction.

II.

Pilot Scope

The pilot scope for the transfer of examination and approval power concerning production enterprises to lower levels

Zhejiang Province and Jiangsu Province are the pilot provinces. Except few unqualified cities of the pilot provinces, all other cities
shall be generally incorporated into the pilot scope, and the specific scope for the transfer of examination and approval power concerning
the tax refund (exemption) on exported goods of production enterprises to lower levels shall be determined by the state taxation
bureau at the provincial level.

With a view to accumulating experience and doing a good job in the following promotion work, other provinces (provinces and autonomous
regions, similarly hereinafter) may, in light of their respective actual situations, choose one or two cities for the pilot transfer
of examination and approval power on production enterprises to lower levels. And some unqualified provinces may not carry out the
pilot work for the time being.

Any county, to which the examination and approval power has been transferred, shall establish a special management institution for
export tax refund or arrange two or more full-time managers for export tax refund.

Where any county within the jurisdiction of a pilot city cannot meet the said qualifications, the foresaid examination and approval
power shall still be exercised by the municipal taxation authority.

The pilot scope for the transfer of examination and approval power concerning foreign trade enterprises to lower levels

(1) Zhejiang, Jiangsu, Guangdong and Shandong Provinces may choose one or two counties that can simultaneously meet the following
qualifications for the transfer of examination and approval power concerning the export tax refund to foreign trade enterprises to
lower levels.

There are ten or more foreign trade enterprises within the jurisdiction;

The annual export amount of its subordinate foreign trade enterprises is up to 100 million US Dollars or more; and

A special export tax refund management institution has been established and has five or more full-time persons for export tax refund
management.

(2) Other provinces may not carry out the pilot transfer of examination and approval power concerning foreign trade enterprises to
lower levels for the time being.

All the municipalities directly under the Central Government and the cities under separate state planning shall not carry out the
pilot transfer of examination and approval power to lower levels for the time being.

III.

Requirements for the Pilot Work

After the transfer of the examination and approval power to lower levels, the management power for tax exemption, deduction and transfer
shall still be in the charge of the taxation organ of municipal level, and the planned management of tax exemption, deduction and
transfer shall also be strengthened.

The pilot work shall be conducted in light of the specific situations. Where the personnel, their qualities and other aspects do
not meet the requirements, the pilot work shall not be conducted.

After the transfer of the examination and approval power to lower levels, all the regions shall, in light of the actual situations
of their respective regions, further specify the duties concerning the export tax refund management at the levels of province, municipality
and county, and formulate corresponding management rules on export tax refund.

IV.

All regions shall attach great importance to the pilot work on the transfer of examination and approval power concerning the tax
refund (exemption) on exported goods to lower levels. And the leaders of local bureaus who are in charge of export tax refund shall
take command in person, strengthen the internal coordination, formulate practical and feasible pilot projects, and timely report
the problems they encounter, their opinions and suggestion to the upper levels.

All regions shall, before June 10, 2006, report their pilot project to the State Administration of Taxation (the Department of Import
and Export Taxes) by formal documents, and begin to conduct the pilot work as of July 1, 2006.

State Administration of Taxation

May 29, 2006

State Administration of Taxation
2006-05-29

CIRCULAR OF THE MINISTRY OF FINANCE, THE GENERAL ADMINISTRATION OF CUSTOMS AND THE STATE ADMINISTRATION OF TAXATION CONCERNING ADJUSTMENT OF THE RELATED TAXATION POLICIES ON DIAMONDS AND SHANGHAI DIAMOND EXCHANGE

Circular of the Ministry of Finance, the General Administration of Customs and the State Administration of Taxation concerning Adjustment
of the related Taxation Policies on Diamonds and Shanghai Diamond Exchange

Cai Shui [2006] No. 65

The finance departments (bureaus) and state taxation bureaus of all provinces, autonomous regions, municipalities directly under the
Central Government, the Finance Bureau of Xinjiang Production and Construction Corps, the Guangdong sub-administration of the Customs
General Administration, the Tianjin and Shanghai special commissioner’s offices of the Customs General Administration, and all the
customs directly under the Customs General Administration,

In order to regulate the domestic diamond market and balance the taxation burden on commodities of one kind, with the approval of
the State Council, the related taxation policies on diamond and Shanghai Diamond Exchange are hereby notified as follows:

The rough diamonds sold by a taxpayer in the domestic market through Shanghai Diamond Exchange shall be exempt from the value-added
tax in the link of import. For the finished diamonds sold by a taxpayer in the domestic market through Shanghai Diamond Exchange,
the portion of the actual tax burden of value-added tax in the link of import more than 4 % shall be refunded immediately upon payment.
After reaching the domestic link, the taxpayer shall offset the amount of the value-added taxation as indicated in the tax payment
certificate drawn by the customs house against the input tax.

After carrying out the policies on the exemption and immediately refunding upon payment of value-added tax in the link of import on
diamonds sold by a taxpayer in the domestic market through Shanghai Diamond Exchange, the customs house shall manage the diamonds
sold towards the domestic market, when they leave Shanghai Diamond Exchange in accordance with the present provisions.

The value-added tax of the following diamond products exported by an export enterprise shall be exempted, and the corresponding input
tax amounts shall not be refunded or offset, but be changed to the costs. The scope of specific products is that under these tariff
codes: 71021000, 71023100, 71023900, 71042010, 71049091, 71051010, 7l131110, 71131911, 71131991, 71132010, 71162000.

The taxation organs of all places shall attach importance to the export tendency of the products containing diamond, when finds that
any product exported by an enterprise contains diamond and the value of the diamond takes up a relatively high proportion of that
of the whole product and is not listed in the scope of products above simultaneously, or finds any other problem in carrying out
this Circular, any taxation organ shall report to the Ministry of Finance or the State Administration of Taxation in time.

For the self-produced rough diamonds sold by a domestic diamond exploitation enterprise through Shanghai Diamond Exchange, the value-added
tax shall be exempted; for those not sold through Shanghai Diamond Exchange, the value-added tax shall be imposed in the light of
the related provisions.

For the finished diamonds processed in China, those of which sold through Shanghai Diamond Exchange shall be exempted from value-added
tax in the link of the domestic sale; while those of which not sold through Shanghai Diamond Exchange, the value-added tax shall
be imposed at 17% in the link of domestic sale.

When entering into Shanghai Diamond Exchange, the finished diamonds processed in China shall be deemed as exporting, for which there
shall be no tax to be refunded. When they re-enter the domestic market through Shanghai Diamond Exchange, the portion of the actual
tax burden of value-added tax in the link of import more than 4% shall be immediately refunded upon payment.

For the incomes from the transaction commission charges and annual membership fees of Shanghai Diamond Exchange, the business tax
shall be imposed according to the related provisions.

The bonded policies on Shanghai Diamond Exchange and other tax policies governing diamonds shall be carried out in the light of the
present provisions.

The specific operating measures concerning the immediate levy and the immediate refund upon payment of valued-added tax in the link
of import shall be instituted by the General Administration of Customs. The administrative measures for the levy of value-added tax
on the diamonds in the link of import and the administrative measures for the special invoice of the value-added tax shall be instituted
by the State Administration of Taxation in addition.

For the diamonds for the industrial use which are declared and imported by way of ordinary trade, they shall be no longer centralized
to go through the customs declaration formalities, be subject to uniform management or pay import customs duties and value-added
tax in the link of import according to the related provisions in Shanghai Diamond Exchange (See the scope of the specific commodities
in the Annex).

This Circular shall go into effect as of July 1, 2006.

Ministry of Finance

General Administration of Customs

State Administration of Taxation

June 7, 2006

Ministry of FinanceGeneral Administration of CustomsState Administration of Taxation
2006-06-07

REPLY OF CHINA INSURANCE REGULATORY COMMISSION CONCERNING THE CHINA-BASED BRANCH OF AMERICAN INTERNATIONAL ASSURANCE CO., LTD. ON DEVELOPING STOCK INVESTMENTS BUSINESS

Reply of China Insurance Regulatory Commission concerning the China-based Branch of American International Assurance Co., Ltd. on
Developing Stock Investments Business

Bao Jian Zi Jin [2006] No.629

The Asset Management Center of China Region of American International Assurance Co., Ltd.:

Your Second Request for Instructions concerning the Administrative Licensing for Engaging in Stock Investments by Directly Using the
Insurance Funds as well as the Supplementary Materials thereof (You Hu Ren [2006] No. 154 and No. 186) have been received. After
examination, upon an approval, you are granted to manage the stock investment plan of the 7 China-based branch (sub-branch) enterprises
of the American International Assurance Co., Ltd as a trustee.

Your Center and all branch (sub-branch) enterprises shall develop the related businesses according to the related laws and provisions.

China Insurance Regulatory Commission

June 19, 2006

China Insurance Regulatory Commission
2006-06-19

ANNOUNCEMENT NO.89, 2006 OF THE GENERAL ADMINISTRATION OF QUALITY SUPERVISION, INSPECTION AND QUARANTINE OF THE PEOPLE’S REPUBLIC OF CHINA, ON RELEASING THE REQUIREMENTS FOR INSPECTING AND QUARANTINING ON CONDITIONAL RESUMING THE IMPORT OF BONED BEEF FROM THE USA

Announcement No.89, 2006 of the General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic
of China, on Releasing the Requirements for Inspecting and Quarantining on Conditional Resuming the Import of Boned Beef from the
USA

No.89 [2006]

The Requirements for Inspecting and Quarantining on Conditional Resuming the Import Boned Beef From the USA are hereby released (See
appendix) and shall come into effect as of the day of releasing.

The General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China

July 31, 2006
Appendix:
The Requirements for Inspecting and Quarantining on Conditional Resuming the Import of Boned Beef from the USA

Article 1

Requirements for cattle

(1)

Come from the livestock farms where there is no case of BSE, less than 30 months old when being slaughtered;

(2)

Born and raised in the territory of USA or from the counties that live cattle and beef are permitted to be imported by China, shall
not be raised together with other animals, have a complete record, and can be tracked back to the farm where they were born;

(3)

Have never been fed with the fodder containing bone powder and dregs of fat of the ruminant;

(4)

Inspected and quarantined by official veterinarian of the USA before being slaughtered, proving that they are not cattle of suspected
BSE or a definite BSE and their offspring as prescribed in OIE Code, neither the same herd of the cattle of BSE case, they are health
and illness.

Article 2

Requirements for Production and Processing

(5)

The boned beef imported to China refers to boned skeletal muscle and its products, the skeletal muscle does not include the muscle
of face, muscle of head, diaphragmatic muscle, scraps of flesh, flesh separated by machine. Its products refer to beef products made
from boned skeletal muscle as raw materials meeting with the Requirements for Inspecting and Quarantining.

(6)

When producing the boned beef being exported to China, do not hit the cattle into swoon by injecting compressed air or gas into their
cranial cavity or kill them by stabbing their spinal marrow. During the processing, the backbone, brain, eyes, spinal marrow, tonsil
and the end of ileum shall be cut off completely. The inspection and quarantine of the official veterinarian of the USA proves that
the products are safe and hygienic for human to eat.

(7)

The boned beef being exported to China must be packed by un-used and entirely new materials that meet with the international hygienic
standard. Each cube of beef shall have single inner packing on which the name of the product, name and approval code of the production
and processing enterprise shall be clearly indicated both in Chinese and English. The name and weight of the product, the name, address
and approval code, storage condition, production date and expiry date of the production and processing enterprise shall be clearly
indicated both in Chinese and English on the outer packing and an official sign of inspection and quarantine of the USA shall be
marked. The sign of inspection and quarantine shall be confirmed in advance by the General Administration of Quality Supervision,
Inspection and Quarantine of the People’s Republic of China (hereinafter referred to as AQSIQ).

(8)

The boned beef imported by China shall, after being put into a container or sealed transportation container, be made lead sealing
under the supervision of the American official veterinarian.

(9)

The whole procedures from processing, packing, storage to transportation of the boned beef exported to China shall meet with the
provisions and requirements of Chinese and American laws and regulations relating to veterinary hygiene and food safety. The products
exported to China shall be distinguished from other products by confirmable procedures.

(10)

The production and processing enterprises for the boned beef exported to China (including slaughtering, processing and storing enterprises)
shall meet the provisions and requirements of Chinese and American laws and regulations relating to veterinary hygiene and food safety
and shall not export any products to China unless obtaining the approval of AQSIQ. The name of the approved production and processing
enterprises shall be released in the network of AQSIQ: https://www.aqsiq.gov.cn.

Article 3

Requirements for National Control

(11)

The USA shall conduct the national plan for preventing, monitoring, controlling and rooting out BSE in accordance with the OIE code
and provide an annual implementation report to both the AQSIQ and the Ministry of Agriculture.

(12)

The USA shall implement effectively the national ban on fodder, prohibiting anyone from using the fodder containing bone powder and
dregs of fat of the ruminant to feed the ruminant.

(13)

If there are Foot-and-mouth disease, cattle plague, Contagious Bovine Pleuropneumonia, Lumpy Skin Disease, Rift Valley fever virus
and Peste Des Petits Ruminants virus in the USA, it shall inform the AQSIQ and the Ministry of Agriculture in time and provide corresponding
information.

(14)

The USA shall implement effectively National Residue Monitoring Plan and Pathogenic Microorganism Reducing and Control Plan, and
report the annual implementation information to the AQSIQ.

(15)

If any cases of animal epidemic disease and serious food safety as mentioned in Section 12, 13 and 14 of this Article occur, the
USA shall suspend the export to China and recall corresponding products that may be contaminated, and inform the AQSIQ immediately
and provide detailed information as soon as possible in order to determine and control the contaminated products.

(16)

If a new case of BSE occurs in the USA, the USA shall forbid corresponding production and processing enterprises to produce the boned
beef exported to China, recall the products that may be contaminated, and inform immediately the AQSIQ and provide detailed information
as soon as possible. The corresponding production and processing enterprises can not resume the export to China until the conditions
return to normal and the export is approved by the AQSIQ. If a new BSE case occurs among the cattle that were born after national
ban on fodder in the USA, China will reevaluate the BSE Prevention and Control Plan of the USA.

(17)

The AQSIQ may, in light of needs, send inspection and quarantine personnel to the USA for examining its implementation of prevention
and control of BSE and other animal epidemic diseases, residue monitoring and control system and microorganism reducing Plan.

Article 4

Requirements for the Certificate

(18)

The reserved copy of an official Veterinary Health Certificate of the USA shall be attached to each container or transportation container
of boned beef exported to China, proving that this lot of product meets with the provisions of these Requirements for Inspecting
and Quarantining. The certificate shall include at least following content:

(a)

The source and slaughtering date of the cattle;

(b)

Name, address and enterprise approval code of the slaughtering and processing enterprise;

(c)

The issuing organ, date and place of the certificate, name and position of the issuer.

(d)

Lead sealing number of the container or transportation container;

(e)

The cattle to be slaughtered shall meet the requirements of all sections of Article 1 . The production, processing, storing and transportation
of boned beef shall meet the requirements of all sections of Article 2 . The USA shall conduct national control plan in accordance
with the requirements of all sections of Article 3 .

(19)

Veterinary Health Certificate shall be written both in Chinese and English, having the function of forgery prevention, the pattern
and content shall be confirmed in advance by the AQISQ.

Article 5

Product Inspection and Quarantine

(20)

The AQISQ may, in light of needs, send inspection and quarantine personnel to the USA to do pre-examination of the origin of boned
beef being exported to China, make a random sampling of the slaughtering, production and processing enterprises, carry out system
verification in order to check whether the boned beef being exported to China and the production, procession and management meet
with these Requirements for Inspection and Quarantine.

(21)

After arriving Chinese port, the boned beef exported from the USA to China shall not enter China until passing the inspection and
quarantine made by the inspection and quarantine authority.

Article 6

Settlement of Violations

(22)

If the AQSIQ finds any boned beef imported from the USA violating these Requirement for Inspection and Quarantine, it will deal with
the product in accordance with laws. If necessary, it may take protective measures, including suspending import and canceling the
qualification of the approved enterprises to export products to China. If violations occur repeatedly, it may cause the Requirements
of Inspection and Quarantine to an end.

General Administration of Quality Supervision, Inspection and Quarantine
2006-06-29

INTERIM MEASURES FOR THE ADMINISTRATION OF FOREIGN ASSISTANCE MATERIAL PROJECTS

Decree of the Ministry of Commerce of the People’s Republic of China

No.5

Interim Measures for the Administration of Foreign assistance material projects examined and approved at the 6th ministerial conference
of the year 2006 of the Ministry of Commerce of the People’s Republic of China on May 17, 2005 is hereby announced and shall come
into force as of September 1, 2006.
Minister of the Ministry of Commerce, Bo Xilai

July 7, 2006

Interim Measures for the Administration of Foreign Assistance Material Projects
Chapter I General Provisions

Article 1

The Measures is formulated in accordance with the relevant laws, administrative regulations for the purpose of strengthening the
administration of foreign assistance material projects( hereinafter referred to as “foreign assistance material projects”, ensuring
the quality hereof and enhancing the economic and social efficiency of foreign aid.

Article 2

The foreign assistance material projects as stated in the Measure shall refer to, under the free assistance, loan with no or low
interest as well as other special aid fund provided by the Chinese government, such foreign aid programs as common products, necessities,
technological products or unique equipment which purchased by, and such supporting technologies as relevant installation, adjustment,
and operation guidance if necessary, provided by the enterprises designated by the Chinese government.

Article 3

The Ministry of Commerce shall administer foreign assistance material projects in accordance with the Measures.

Article 4

The foreign assistance material projects as the main implementary body selected by the Ministry of Commerce shall, in accordance
with the Measures as well as other relevant laws, administrative regulations, implement the inter-governmental agreement of foreign
assistance material projects signed with the Chinese government, and shall enjoy the relevant rights and bear the relevant obligations
and legal liability.

Chapter II Confirmation of supply list

Article 5

The Ministry of Commerce shall, in accordance with the inter-governmental agreement of foreign aid, determine the supply list.

The supply list shall include such basic information as name of supplying material, technology standard, quantity of supplying material,
quality standard and technology service and etc.

Article 6

The following principles shall be observed in the process of determining supply list:

(1)

The basic requirement of the supplier shall, in accordance with the economic and reasonable principle, be satisfied within the limit
of aid fund;

(2)

Competition shall be removed or limited by any means;

(3)

The products produced in the People’s Republic of China shall, under the same applicable condition, be chosen;

(4)

The volume and reliable products shall be chosen, unless the receiver has specific requirement. Where the product has such compulsory
standards as guarantee the heath of human body, life and property safety as well as environmental protection, it shall accord with
the standard hereof.

Article 7

The Ministry of Commerce, shall, in accordance with the requirement of Article 6 and the relevant polices, formulate and promulgate
Catalogue for the Guidance of Foreign Aid Material and the receiver shall offer the requirement of providing material and the supply
list determined by the Ministry of Commerce.

The Ministry of Commerce shall undertake dynamic administration upon Catalogue for the Guidance of Foreign Aid Material, rechecking
and readjusting it once every year.

Article 8

Where the supply list shall be determined outside the Catalogue for the Guidance of Foreign Aid Material under specific circumstances,
the Ministry of Commerce may entrust the intermediary agencies or enterprises to act as the list organizer of foreign assistance
material projects (hereinafter referred to as “list organizer”) to provide economic and technology service as the determination of
data of supply list as well as reference price.

The Ministry of Commerce shall not entrust such an intermediary agency or enterprise as have been subject to criminal punishment,
administrative penalty due to its involvement in illegal business operation or violation of the provisions related to the administration
hereof or have serious fault in the process of undertaking the task of the administration of foreign assistance material projects,
to act as list organizers.

Article 9

The order organizer shall, strictly abiding by the principles raised in Article 6 , raise the proposal about the supply list and
be responsible for the accuracy and applicability of the content hereof.

The inventory organizer shall submit the proposed supply list to the Ministry of Commerce for approval. The Ministry of Commerce shall,
within 20 working days, inform the list organizer the auditing result in written form.

Article 10

The list organizer shall not collude with the tender enterprises undertaking foreign assistance material projects to raise the supply
list which is disadvantageous to other valid tender enterprises, or disclose information about the inventory hereof to the relevant
tender or bid negotiation enterprises, or collude with the supplier to seek unjustifiable benefits.

Article 11

The Ministry of Commerce shall submit its settled supply list about foreign assistance material projects to the receiver for confirmation.

In the process of implementing foreign assistance material projects, any unit shall, without the approval of the Ministry of Commerce,
not alter the information of the inventory hereof. Where the inventory really needs adjusting, it shall be submitted to the Ministry
of Commerce for approval, which shall, within 10 working days as of having received the acceptance application, make settlement and
inform the applicant in written form; where it needs the approval of the receiver, the Ministry of Commerce shall, as of 10 working
days after the formal confirmation is made by the receiver, make settlement and inform the applicant in written form.

Chapter III The implementation and administration of foreign assistance material projects

Article 12

The Ministry of Commerce shall, within the enterprise scope with the qualification of foreign assistance material projects in accordance
with Measures for Determining the Qualification of Enterprises of Undertaking Foreign Assistance Goods Supply Projects (for Trail
Implementation) (Decree No. 10, 2004 the Ministry of Commerce), choose the implementing enterprises hereof by means of inviting bid
or negotiating bid. The detailed means shall be determined by the Ministry of Commerce in accordance with the scale, nature, specialty
and character of the foreign assistance material projects.

Article 13

The Ministry of Commerce, shall not invite such enterprises as have been subject to criminal punishment, administrative penalty within
two years because of its illegal business activities or its violation of the relevant national provisions about the administration
of foreign aid, or have committed serious faults and caused unfavorable influence in the process of implementing foreign assistance
material projects, to participate in the bid invitation and negotiation hereof.

Article 14

Where the selected enterprises hereof alter the commitment of bid or bid invitation, the Ministry of Commerce may choose again the
enterprises undertaking foreign assistance material projects among the other bidding enterprises to organize bid invitation or bid
negotiation.

Article 15

The Ministry of Commerce shall deliver task notice about foreign assistance material projects to the designated enterprises undertaking
foreign assistance material projects.

The task notice shall be the proof of the foreign assistance material projects to handle the purchase, storage, checking, clearance,
transportation and entry and exit procedures of the relevant personals.

Article 16

Where the inter-governmental agreement of foreign assistance material projects needs signing contracts, the enterprises hereof shall,
in accordance with the authorization of the Ministry of Commerce, sign the foreign implementation contract hereof with the organs
designated by the receiver.

The rights, obligations and means of cooperation agreed by the parties to the contract shall be in conformity with laws, inter-governmental
agreement of foreign assistance material projects as well as the commitment in biding or bid negotiation.

The enterprise undertaking foreign assistance material projects shall, prior to the signing of the contract hereof, submit contract
version to be signed to the Ministry of Commerce for auditing. The Ministry of Commerce shall, within 20 working days as of having
received the contract version to be signed, inform the enterprises undertaking foreign assistance material projects of the result
of auditing in written form.

Article 17

The enterprises undertaking foreign assistance material projects shall, in accordance with the supply list confirmed by the Ministry
of Commerce as well as by the receiver and the commitment of biding or bid invitation, or such activities as production, purchase,
be responsible for the acceptance check before the ex store, shall not alter such substantial contents without authorization as name
of articles, specification and type, technical parameter and standards, amount of supplied goods, manufacturer, meals of package,
technical service personal and its plan.

Article 18

The enterprises undertaking foreign assistance material projects shall, in accordance with the conditions of supplying goods committed
by bidding or bid invitation, handle storage, checking and quarantine as well as such particulars as domestic and international transport
and insurance from the production or purchase site to the destination, shall not alter the means of transportation and time limit
of arrival without authorization.

Article 19

The enterprise of foreign assistance material projects shall bear the responsibility of the quality of supplied goods after its arrival
at the destination and shall shoulder free change of products as well as the necessary expenses once problems about the quality of
products arises not from the foreign party within the guarantee period.

Article 20

Where the provider has exerted inappropriate influence upon the choosing choice of the enterprise of foreign assistance material
projects or unfavorable effect upon the foreign aid material program, the Ministry of Commerce shall list the provider in the name
list of unqualified providers. The enterprise of foreign assistance material projects shall not purchase the products of the providers
listed herein.

The measures for the administration of unqualified providers shall be prescribed otherwise by the Ministry of Commerce.

Article 21

In the process of implementing the projects hereof, the enterprises undertaking foreign assistance material projects shall neither
illegally contract/subcontract the charged foreign assistance material projects, nor misappropriate the foreign assistance fund to
undertake other activities irrelevant to the projects.

Article 22

Where the foreign assistance material projects needs providing the relevant technology service, the enterprise of foreign assistance
projects shall, in accordance with the characteristics of the provided material and technology service plan required by the receiver,
send technology service personnel to provide to the receiver such services as installation, adjustment, operational guidance and
training local technology personal. The technology service plan shall be implemented after having been examined by the Ministry of
Commerce.

The enterprise of foreign assistance material projects shall select excellent technology service personnel and provide the necessary
material conditions in the implementation of technology service to ensure the quality of technology service. The enterprise of foreign
assistance material projects may, if necessary, take in technology service personnel from the receiver to come to China to receive
the operational guidance and technology training.

Article 23

The personnel responsible for the implementation of foreign assistance material projects shall abide by the relevant laws and rules
of China as well as of the receiver, keep national secret and confidential information of technology.

Article 24

The Ministry of Commerce shall be responsible for the supervision and administration of foreign assistance material projects and
the allocation of funds as well as handling the inter-governmental activities related to the projects. The embassies and consulates
(office of economic and commercial counselor) shall assist the Ministry of Commerce to undertake supervision and administration upon
the foreign assistance material projects, and handle the relevant inter-governmental affairs with the authorization of the Ministry
of Commerce.

Article 25

In the process of implementing the projects, the enterprise of foreign assistance material projects shall arrange and store the relevant
documents and submit the implementation and progression of the projects to the Ministry of Commerce and, within 20 days after the
completion of the projects, submit to the Ministry of Commerce the project completion report and the relevant documents.

Article 26

The Ministry of Commerce shall, in accordance with the project completion report, be responsible for handling the inter-governmental
handling-over procedure with the government of the receiving party.

Article 27

The Ministry of Commerce shall be responsible for evaluating the implementation and result of the foreign assistance material projects.

Article 28

The foreign assistance material purchased and transported from the tariff boundary of the People’s Republic of China shall, in accordance
with measures for the administration of checking the foreign assistance material formulated by the Ministry of Commerce and the authorities
of Quality Supervision, Inspection and Quarantine, be subject to the compulsory examination.

The foreign assistance material purchased and transported from the tariff boundary of the People’s Republic of China shall be undertaken
the checking of export site.

Article 29

The foreign assistance material purchased and transported from the tariff boundary of the People’s Republic of China shall, in accordance
with the regulations for the checking and clearance of foreign assistance material signed between the Ministry of Commerce and the
General Customs Administration, handle the checking and clearance procedures hereof.

Article 30

The enterprise of foreign assistance material projects shall, in the process of implementing hereof, handle cargo transport insurance
as well as other necessary insurances. As for the losses within the scope of insurance liability, the enterprise shall claim losses
to the insurance company of itself.

Article 31

The Ministry of Commerce may give appropriate compensation to the enterprises undertaking foreign assistance material projects for
the economic losses and expense adjustment arisen from the following causes:

(1)

War, turbulence, coup, strike and political factors between the two nations (such as policy adjustment, cession of diplomatic relations
and etc.);

(2)

Adjustment about goods supply with the agreement between the Ministry of Commerce and the receiver;

(3)

Force majeure, unless the insurance shall be handled in accordance with the prescription in Article 30 .

Except the prescription in the precedent paragraph, other risks in the process of implementing foreign assistance material project
shall be born by the enterprise of its own.

Chapter IV Legal responsibilities

Article 32

Where the list organizer has any of the following occasions, the Ministry of Commerce shall give warming and may fine less than 30,000
Yuan:

(1)

The name of articles, technology standard, quality standard, amount of supplied goods, technology service and reference price in
the inventory have serious error;

(2)

The organizer violates the inventory principle in Article 6 of the Measures;

(3)

The organizer, in violation of Article 10 of the Measures, colludes with the relevant bidding enterprises to raise the inventory,
which is unfavorable to other bidding enterprises, or disclose the information of supplied goods to the relevant bidding or bid negotiation
enterprises in advance, or colludes with providers to seek inappropriate interest.

Article 33

Where the enterprise participating biding or bid negotiation of foreign assistance material projects has one of the following acts,
the Ministry of Commerce shall give warming to the enterprise and may fine 30,000 Yuan; where the enterprise has been selected, the
selection shall be null and void; where the enterprise violates the relevant laws, administrative rules, it shall, in accordance
with laws and administrative rules, be subject to administrative penalty; where the acts of the enterprise constitutes a crime, the
enterprise shall be investigated for criminal responsibility according to law.

(1)

seeking unfair competition advantage by fraud;

(2)

colluding to bull price;

(3)

disturbing tender and bid order by illegal means.

Article 34

Where the enterprise of foreign assistance material projects has one of the following occasions, the Ministry of Commerce shall give
warming to the enterprise hereof, and may impose a fine of less than 30,000 Yuan; where the enterprise violates the relevant laws,
administrative rules, it shall, in accordance with laws and administrative rules, be subject to administrative penalty; where the
acts of the enterprise constitutes a crime, the enterprise shall be investigated for criminal responsibility according to law.

(1)

alters the commitment of bidding or bid negotiation;

(2)

illegally contracts or subcontracts its charged foreign assistance material projects;

(3)

refuses to fulfill the foreign implementation contract and the commitment of bidding or bid negotiation, and thereby have seriously
hindered the normal operation of foreign assistance material projects and exerted side effect in the international community;

(4)

seriously violates the prescription of the Measures and have caused the relevant economic losses more than 100,000 Yuan;

(5)

misappropriates foreign assistance fund to undertake activities irrelevant to the projects, and have influenced the normal implementation
of the foreign assistance material program;

(6)

purchases the products of the providers listed in the name list of unqualified providers;

(7)

The personnel implementing the foreign assistance material projects violate the prescription in Article 23 and have exerted side
effect in the international community.

Chapter V Supplementary Provisions

Article 35

The Measures shall be interpreted by the Ministry of Commerce.

Article 36

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

The Ministry of Commerce
2006-07-07

ARRANGEMENT BETWEEN THE MAINLAND AND HONG KONG SAR CONCERNING MUTUAL RECOGNITION AND ENFORCEMENT OF JUDGMENTS OF CIVIL AND COMMERCIAL CASES UNDER THE JURISDICTION AS AGREED TO BY THE PARTIES CONCERNED

Arrangement between the Mainland and Hong Kong SAR concerning Mutual Recognition and Enforcement of Judgments of Civil and Commercial
Cases under the Jurisdiction as Agreed to by the Parties Concerned

July 14, 2007

In accordance with Article 95 of the Basic Law of Hong Kong SAR of the People’s Republic of China, the following arrangement is made
as follows concerning the issues related to recognition and enforcement of judgments on civil and commercial cases under the contractual
jurisdiction by the parties concerned, upon the consultation between the Supreme People’s Court and the Government of Hong Kong SAR.

Article 1

As for an enforceable final judgment made by a people’s court of the Mainland or by a court of Hong Kong SAR concerning a civil and
commercial case under the written contractual jurisdiction, in which payment must be made, the party concerned may, under the present
Arrangement, apply to the people’s court of the Mainland or the court of Hong Kong SAR for recognition and enforcement.

Article 2

The term “enforceable final judgment” as mentioned in the present Arrangement refers to,

(1)

in the Mainland,

(a)

judgments of the Supreme People’s Court; and

(b)

judgments of the first instance as made by the higher people’s courts, intermediate people’s courts, or authorized grassroots people’s
courts having jurisdiction over the civil and commercial cases of the first instance which involve the interests of a foreign country,
Hong Kong, Macao or Taiwan (for the name list, please see attachment), regarding which no appeal is permitted by law or no appeal
is made within the statutory term, judgments of the second instance, and effective judgments as made by the people’s court at the
higher level in light of the procedure of trial supervision after it brought the cases up for trial.

(2)

in Hong Kong SAR, effective judgments made by the Court of Final Appeal, by the Court of Appeal or the Court of First Instance of
the High Court, or by district courts.

The term “judgments” as mentioned in the present Arrangement shall include, in the Mainland, judgments, rulings in written form, conciliation
statements and orders of payment, and in Hong Kong SAR, the judgments, orders and legal cost assessment certificates.

Where, after a party concerned applies to the court of Hong Kong SAR for recognition and enforcement of a judgment, the people’s court
of the Mainland retries the case under law, the people’s court at the higher level that makes the effective judgment shall bring
the case up for post-final retrial.

Article 3

The term “written agreement on jurisdiction” as mentioned in the present Arrangement shall refer to the agreements as clearly stipulated
in written form by the parties concerned that the people’s court of the Mainland or the court of Hong Kong SAR has the sole jurisdiction
as of the effectiveness of the present Arrangement, so as to settle the disputes relevant to a certain legal relationship that has
either arisen or might arise,.

The term “certain legal relationship” as mentioned in the present Article refers to the civil or commercial contracts between the
parties concerned, excluding the employment contracts or the contracts under which a natural person is a party due to individual
consumption, family matters or any other non-commercial reasons.

The term “written form” as mentioned in the present Article refers to the form which may materially manifest the contents and may
be obtained for future reference, such as the contract, letter or data message (including telegraph, telex, fax, electronic data
interchange or e-mail) and etc..

The written agreement on jurisdiction may consist of one or several written forms. Unless it is otherwise prescribed in the contract,
the clauses in the agreement on jurisdiction in the contract shall be independent, and the modification, rescission, termination
or invalidation of the contract may not affect the effectiveness of the clause of agreement on jurisdiction.

Article 4

As for the recognition and enforcement of a civil or commercial judgment, conforming to the present Arrangement, an application shall
be provided to the intermediate people’s court at the respondent’s domicile or habitual residence or the locality of property in
the case of the Mainland, or to the High Court of Hong Kong SAR in the case of Hong Kong SAR.

Article 5

If the respondent’s domicile or habitual residence or the locality of property covers the jurisdictions of different intermediate
people’s courts of the Mainland, the proposer shall choose one people’s court to file the application for recognition and enforcement,
instead of filing applications separately to two or more people’s courts. Where the respondent’s domicile or habitual residence or
the locality of property is both in the Mainland and in the Hong Kong SAR, the proposer may simultaneously file separate applications
to the courts of the two regions, and the total amount separately enforced by the courts of the two regions on the basis of the judgment
may not exceed the amount determined in the foresaid judgment. The court which has partially or totally enforced the judgment shall,
when required by the other court, submit the information on its enforcement of the judgment.

Article 6

If a proposer applies for the recognition and enforcement of a judgment, it shall submit the following documents:

(1)

an application letter requesting for recognition and enforcement;

(2)

a counterpart of the judgment affixed with the seal of the court which has made the final judgment;

(3)

a certificate as issued by the court having made the final judgment, which proves that the judgment is a final judgment in accordance
with Article 2 of the present Arrangement and is enforceable at the locality where the judgment was made;

(4)

identity certificating materials:

(a)

If the proposer is a natural person, he shall submit his identity card or the notarized photocopy of his identity card;

(b)

If the proposer is a legal person or other organization, it shall submit a photocopy of its notarized registration certificate;

(c)

If the proposer is a legal person or other organization of a foreign nationality, it shall submit corresponding notarized or certified
materials.

If there is no Chinese text for the documents submitted to a people’s court of the Mainland, the proposer shall in addition submit
a Chinese translation which proves to be inerrable.

The court at the locality of enforcement needn’t separately require notarization of the certificate as issued by the court prescribed
in the present Article.

Article 7

In the application letter for recognition and enforcement of a judgment, the following items shall be stated:

(1)

the name and domicile of the party concerned in the case of is a natural person; or the name and domicile of the party concerned in
the case of a legal person or other organization, as well as the name, position and domicile of its legal representative or principal
person-in-charge;

(2)

the ground for applying for enforcement and the contents of the claim, the locality of the respondent’s properties and the property
status;

(3)

whether or not an application for enforcement of the judgment is filed at the locality of the court of the first instance, and the
condition on the enforcement.

Article 8

The procedures for the proposer to apply for recognition and enforcement of the judgment of a people’s court of the Mainland or a
court in Hong Kong SAR shall be subject to the laws at the locality of enforcement, unless it is otherwise prescribed in the present
Arrangement.

The term for the proposer to apply for recognition and enforcement shall be one year if both parties are natural persons or either
party is a natural person, and shall be six months if both parties are legal persons or other organizations.

The term as provided for in the preceding paragraph shall, if the application for enforcement of a judgment of the Mainland is filed
in Hong Kong SAR, be calculated as of the last day of the execution period provided for in the judgment, or shall, if the judgment
requires execution by stages, be calculated as of the last day of each required execution period; and the term shall, if the application
for enforcement of a judgment of Hong Kong SAR is filed in the Mainland, be calculated as of the date when the judgment may be enforced
compulsorily, with the date being the adjudication date as indicated in the judgment, or shall, if the judgment otherwise requires
the time limit for enforcement, be calculated as of the expiry of the required term for enforcement.

Article 9

As for a judgment under application for recognition and enforcement, if the debtor in the judgment of the first instance provides
evidence proving any of the following circumstances, the court accepting the application shall, after examination and verification,
rule not to recognize and enforce the judgment:

(1)

The agreement on jurisdiction is ineffective according to the laws of the locality of the court of the first instance as chosen by
the parties concerned by agreement, except that the chosen court has ruled that the agreement on jurisdiction is effective;

(2)

The judgment has been fully enforced;

(3)

The court at the locality of enforcement has exclusive jurisdiction over the case according to the laws of the locality of enforcement;

(4)

According to the laws of the locality of the court of the first instance, the lawsuit-losing party due to absence from court has not
been lawfully summoned, or does not obtain the legally described time for making argument despite of lawful summon. However, the
service by public announcement of the court of the first instance under laws or relevant provisions does not fall within the foresaid
circumstances;

(5)

The judgment is obtained by fraud; or

(6)

The court at the locality of enforcement makes a judgment based on the same litigation claim, or the court of a foreign country or
overseas region makes a judgment based on the same litigation claim, or the relevant arbitration institution has made a arbitral
award which has been recognized or enforced by the court at the locality of enforcement.

If a people’s court of the Mainland considers that the enforcement of a judgment by the court of Hong Kong SAR in the Mainland may
violate the public interests of the Mainland, or a court of Hong Kong SAR considers that the enforcement of a judgment by the people’s
court of the Mainland in Hong Kong SAR may violate the public policies of Hong Kong SAR, the judgment may not be recognized or enforced.

Article 10

As to the judgment made by a court of Hong Kong SAR, if the debtor adjudged therein has appealed, or the appellate procedures have
not been finalized, the people’s court of the Mainland may, after examination and verification, suspend the procedures for recognition
and enforcement. If the original judgment is totally or partially kept after the appeal, the procedures for recognition and enforcement
shall be resumed; if the original judgment is completely changed, the procedures for recognition and enforcement shall be terminated.
If the local people’s court of the Mainland rules to bring the case up for retrial in light of the procedures for trial supervision
regarding the rendered judgment, or the Supreme People’s Court rules to make a post-final retrial, the court of Hong Kong SAR may,
after examination and verification, suspend the procedures for recognition and enforcement. If the judgment of post-final retrial
keeps the original judgment totally or partially, the procedures for recognition and enforcement shall be resumed; however, if the
judgment of the post-final retrial completely changes the original judgment, the procedures for recognition and enforcement shall
be terminated.

Article 11

The judgment recognized according to the present Arrangement shall have the same effectiveness with that of the judgment made by
the court at the locality of enforcement.

Article 12

If a party concerned is dissatisfied with the ruling on whether or not to recognize and enforce a judgment, it may apply to the people’s
court at the next higher level for reconsideration in the case of the Mainland, or may appeal in accordance with its legal provisions
in the case of Hong Kong SAR.

Article 13

Where, during the term when a court accepts the application of a party concerned for recognition and enforcement of a judgment, the
party concerned additionally brings a lawsuit on the same facts, the court shall not accept it.

As to a recognized and enforced judgment, if a party concerned brings a lawsuit again on the same facts, the court shall not accept
it.

As to a judgment not recognized and enforced according to Article 9 of the present Arrangement, the proposer may not file an application
for recognition and enforcement again. However, it may bring a lawsuit with the court at the locality of enforcement in accordance
with the laws of the locality of enforcement on the same facts of the case.

Article 14

A court may, before or after accepting an application for recognition and enforcement of a judgment, apply the provisions of the
laws at the locality of enforcement on property preservation or on prohibition of assets transfer, and take preservation or compulsory
measures on the respondent’s properties upon the proposer’s application.

Article 15

When applying to a relevant court for enforcement of a judgment, the party concerned shall pay the enforcement fees or court fees
according to laws and provisions of the locality of enforcement on litigation fee charges.

Article 16

The scope of subject matters for mutual recognition and enforcement between a court of the Mainland and a court of Hong Kong SAR
shall, in addition to the amount determined in the judgment, include the interests payable under the certain judgment, the retaining
fees adjudged by the court and the legal fare, excluding taxes and fines. In Hong Kong SAR, the term “legal fare” shall refer to
the litigation fee charges payable as adjudged or ordered by the judge or registrar in the legal cost assessment certificate.

Article 17

The present Arrangement shall apply to the judgments made by the courts of the Mainland and those of Hong Kong SAR as of the effectiveness
day of the present Arrangement (including today).

Article 18

Where any problem is met or any amendment needs to make during the process of implementation of the present Arrangement, the relevant
matters shall be resolved by the Supreme People’s Court and the Government of Hong Kong SAR through consultation.

Article 19

After the judicial interpretation of the present Arrangement has been promulgated by the Supreme People’s Court of the Mainland and
the relevant legal procedures have been amended in Hong Kong SAR, the effectiveness day shall be promulgated by both parties and
the present Arrangement shall be enforced.

The present Arrangement was subscribed in Hong Kong on July 14, 2006 in duplicate.

The Supreme People’s CourtHong Kong SAR

Vice PresidentSecretary of Justice

Supreme People’s Court
2006-07-14

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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

GUIDING OPINIONS OF THE PEOPLE’S BANK OF CHINA AND THE MINISTRY OF INFORMATION INDUSTRY ON THE POOLING OF ENTERPRISE AND INDIVIDUAL CREDIT INFORMATION AS SHARED BY THE COMMERCIAL BANKS AND TELECOMMUNICATIONS ENTERPRISES

CIRCULAR OF CHINA FOREIGN EXCHANGE TRADING CENTER AND NATIONAL INTER-BANK FUNDING CENTER PERTINENT TO THE PROMULGATION OF THE RULES FOR THE SWAP TRANSACTIONS OF RMB VERSUS FOREIGN EXCHANGE IN FOREIGN EXCHANGE MARKET OF THE NATIONAL INTER-BANK

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE ANNOUNCEMENT OF THE LIST OF INVALIDATED AND ABOLISHED REGULATORY DOCUMENTS ON TAXATION

ADMINISTRATIVE MEASURES FOR THE INITIAL PUBLIC OFFERING AND LISTING OF STOCKS

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON CARRYING OUT THE PILOT WORK ON TRANSFERRING THE EXAMINATION AND APPROVAL POWER CONCERNING THE TAX REFUND (EXEMPTION) ON EXPORTED GOODS TO LOWER LEVELS

CIRCULAR OF THE MINISTRY OF FINANCE, THE GENERAL ADMINISTRATION OF CUSTOMS AND THE STATE ADMINISTRATION OF TAXATION CONCERNING ADJUSTMENT OF THE RELATED TAXATION POLICIES ON DIAMONDS AND SHANGHAI DIAMOND EXCHANGE

REPLY OF CHINA INSURANCE REGULATORY COMMISSION CONCERNING THE CHINA-BASED BRANCH OF AMERICAN INTERNATIONAL ASSURANCE CO., LTD. ON DEVELOPING STOCK INVESTMENTS BUSINESS

ANNOUNCEMENT NO.89, 2006 OF THE GENERAL ADMINISTRATION OF QUALITY SUPERVISION, INSPECTION AND QUARANTINE OF THE PEOPLE’S REPUBLIC OF CHINA, ON RELEASING THE REQUIREMENTS FOR INSPECTING AND QUARANTINING ON CONDITIONAL RESUMING THE IMPORT OF BONED BEEF FROM THE USA

INTERIM MEASURES FOR THE ADMINISTRATION OF FOREIGN ASSISTANCE MATERIAL PROJECTS

ARRANGEMENT BETWEEN THE MAINLAND AND HONG KONG SAR CONCERNING MUTUAL RECOGNITION AND ENFORCEMENT OF JUDGMENTS OF CIVIL AND COMMERCIAL CASES UNDER THE JURISDICTION AS AGREED TO BY THE PARTIES CONCERNED

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