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

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

Shang Zi Han [2007] No. 9

Guangzhou Nansha Municipal People’s Government and Guangzhou Nansha Economic-Technological Area,

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

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

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

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

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

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

Ministry of Commerce

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

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

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

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

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

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

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

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

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

Ministry of Commerce
2007-02-12

CIRCULAR OF THE FOREIGN INVESTMENT BUREAU OF THE STATE ADMINISTRATION OF INDUSTRY AND COMMERCE

Circular of the Foreign Investment Bureau of the State Administration of Industry and Commerce

On the Adjustment of Jurisdiction over Registration of Some Foreign-invested Enterprises and the Transfer of Archives

For the purpose of facilitating the registration and annul inspection of foreign-invested enterprises, regulating the jurisdiction
of registration and strengthening the administration and supervision, the Foreign Investment Bureau of the State Administration of
Industry and Commerce, upon discussion and deliberation, decides to transfer the jurisdiction of registration of some foreign-invested
enterprises (see Appendix for the Name List) to the authorized bureaus where the enterprises are located, and at the same time,
the registration archives of the above-mentioned enterprises shall also be transferred. The 2006 annual inspection shall be conducted
in the new authorized bureaus which are required to make a good preparation for the reception of archives, the change of business
licenses and the annual inspection.

Where there is any question in the enforcement, please contact the Registration Division of the Foreign Investment Bureau of the State
Administration of Industry and Commerce on a timely basis.

Person to be contacted: Wang Dan

Tel: 010-88650164

Fax: 010-68012268

Appendix:

Name List of 258 Foreign-invested Enterprises Whose Registration Authorities Are to Be Adjusted (Omitted)

Foreign Investment Bureau of the State Administration of Industry and Commerce

February 26, 2007

Foreign Investment Bureau of the State Administration of Industry and Commerce
2007-02-26

ANNOUNCEMENT NO.12, 2007 OF MINISTRY OF COMMERCE ON REGISTRATION OF ACETONE ANTI-DUMPING INVESTIGATION

Announcement No.12, 2007 of Ministry of Commerce on Registration of Acetone Anti-dumping Investigation

[2007] No.12

On Jan 9, 2005, Ministry of Commerce received applications of China Petroleum& Chemical Corporation Shanghai Gaoqiao Branch, Beijing
Yanshan Branch and Bluestar New Chemical Materials Co., Ltd. Harbin Branch, who represent China domestic Acetone industry to apply
for anti-dumping investigation on imported acetone originating from Japan, Singapore, South Korea, and Taiwan Region.

In accordance with relevant regulations of Anti-dumping Measures of the People’s Republic of China, Ministry of Commerce carried out
relevant investigations on applicant qualifications, related conditions of investigated products, related conditions of same category
products as well as influences of investigated commodities on domestic industry. In addition, Ministry of Commerce examined and approved
evidences listed in applications such as dumping, injuries, and causality between dumping and injuries. Preliminary evidences indicated
applicants were qualified to apply for anti-dumping investigation on related domestic industries in accordance with Article 11 ,
Article 13 and Article 17 of Anti-dumping Measures of the People’s Republic of China. The applications also contain required contents
and related evidences of Article 14 and Article 15 of Anti-dumping Measures of the People’s Republic of China on anti-dumping investigation
registration.

In accordance with above investigation results and Article 16 of Anti-dumping Measures of the People’s Republic of China, Ministry
of Commerce decides to carry out investigations on anti-dumping registration of imported acetone originating from Japan, Singapore,
South Korea, and Taiwan Region. Relevant matters are now announced as follows:

The investigation period is from Oct 1, 2005 to Sep 30, 2006 and the industry injury investigation period is from Jan 1, 2003 to Sep
30, 2006.

The scope of the commodity is imported acetone originating from Japan, Singapore, South Korea, and Taiwan Region., which is under
items 29141100 in PRC Customs Import Tariff Code.

This investigation starts on Mar 9, 2007, and usually will be ended before Mar 9, 2008. It may be prolonged to Sep 9, 2008 in case
of particularity.

Contact:

Ministry of Commerce Bureau of Fair Trade for Import and Export

Tel: 86-10-65198176, 65198497, 65198747

Fax86-10-65198172, 65198497, 65198164

Ministry of Commerce Bureau of Industry Injury Investigation

Tel: 86-10-65198068,65198478

Fax86-10-65198068

Ministry of Commerce

Mar 9, 2007

The Ministry of Commerce
2007-03-09

OPINIONS OF THE STATE ADMINISTRATION OF TAXATION UPON DOING WELL IN THE TAXATION SERVICE AND MANAGEMENT FOR THE OVERSEAS INVESTMENTS OF CHINESE ENTERPRISES

Opinions of the State Administration of Taxation upon Doing Well in the Taxation Service and Management for the Overseas Investments
of Chinese Enterprises

Guo Shui Fa [2007] No. 32

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

For the purpose of implementing the instructions and ideas of the Central Government and the State Council regarding the encouragement
and regulation of the overseas investments of Chinese enterprises, and exercising the functions of tax, as regards doing well in
the taxation service and management for the overseas investments of Chinese enterprises, we hereby put forward the following opinions:

The important role the tax plays in the encouragement and regulation of overseas investments of Chinese enterprises shall be realized
sufficiently

The Central Government and the State Council, in light of the new tendency for opening to the outside world and the overall situation
for China’s economic development, makes the “going out” strategy for encouraging and regulating overseas investments of Chinese enterprises,
which is an important strategic measure and favors making full use of both international and domestic resources and markets, widening
the room for development of national economy, developing Chinese enterprises in furious international competition, and ensuring a
sustainable and fast development of national economy. Taxation is an important means for structuring incomes, regulating the economy
and adjusting the allocation. It plays an important promotion role in encouraging and regulating overseas investments of Chinese
enterprises.

In recent years, for the purpose of cooperating with the implementation of the “going out” strategy, China has constantly improved
its tax policies, constituted and carried out the interim measures for calculating and collecting taxes on overseas incomes, and
has preliminarily set down the taxation management rules for the overseas investments of Chinese enterprises, made more effort on
concluding and carrying out tax treaties, set up the mechanism of exchanging the tax-related information, regulated mutual negotiation
procedures, provided Chinese overseas investment enterprises with good taxation services on settling tax disputes, and protected
the interests of such enterprises preferably. However, in comparison with the requirements for encouraging and regulating the overseas
investments of Chinese enterprises and administrating tax scientifically and carefully, the taxation service and management on the
overseas investments of Chinese enterprises still have a certain gap and thus need further improving and regulating.

Therefore, the taxation authorities at each level shall further improve the awareness of the importance of taxation service and management
on the overseas investments of Chinese enterprises, and shall, according to the requirements for optimizing services, improving policies,
regulating management and reinforcing cooperation, strengthening organization and leadership, specify functions, adopt practical
measures, and do well in the related work.

Providing good taxation services for Chinese enterprises’ overseas investments

As the strategy of “going out” is implemented in the initial stage by China, and the overseas investments and the anti-risk ability
of Chinese enterprises are rather weak, the taxation authorities at each level shall comply with the principle of conducting the
management in the services and embodying the services in the management, provide a good taxation environment for Chinese overseas
investment enterprises in accordance with their requirements for taxation services, and have the taxation work defer to and serve
for the overall condition of China’s strategy of “going out”.

(1)

Constituting uniform taxation service guidelines for Chinese enterprises’ overseas investments. For encouraging and regulating Chinese
enterprises’ overseas investments, the aforesaid uniform taxation service guidelines will play an important guiding role, which mainly
include: tax treaties concluded between the governments of China and foreign countries as well as the interpretations thereof; current
tax policies and taxation administrative provisions of China concerning overseas investments and the rendering of labor services
to abroad; tax systems; and foreign countries’ laws on the administration of tax levying. The aforesaid uniform taxation service
guidelines will focus on offering countermeasures for tax-related disputes occurring when Chinese enterprises invest overseas and
render labor services abroad, the deduction measures when calculating and collecting taxes on overseas incomes, measures for reducing
and exempting overseas taxes, as well as the measures for making up the losses from overseas businesses, etc. The State Administration
of Taxation will take charge of Constituting uniform normalized taxation service guidelines for Chinese enterprises’ overseas investments,
and all the regions may, in light of their respective actuality and by referring to the said uniform taxation service guidelines,
constitute more pertinent service guidelines.

(2)

Smoothing out the tax propaganda and consultancy channels for Chinese enterprises’ overseas investments. The State Administration
of Taxation has opened a special column for propagandizing the tax for Chinese enterprises’ overseas investments at its portal so
as to publicize its taxation service guidelines; and all state taxation bureaus and local taxation bureaus at the provincial level
shall open a corresponding special propaganda and consultancy column at their respective portals, so as to help Chinese enterprises
timely know and grasp the tax-related laws, regulations, measures for administrating tax collection for overseas investments, and
conduct the taxation guidance for Chinese enterprises’ overseas investments. A special consultancy seat may be opened by any region
with a large number of Chinese overseas investment enterprises at the comprehensive service window in its tax service hall, so as
to provide the enterprises with fast, convenient and professional taxation consultancy services.

(3)

Reinforcing the taxation tutorship for Chinese overseas investment enterprises. The taxation authorities at each level shall conduct
various forms of taxation tutorship, and at a regular basis, hold special taxation trainings or special policy consultation meetings
to answer tax questions that concern Chinese overseas investment enterprises and provide more pertinent taxation services for such
enterprises. Tax functionaries in the competent enterprise taxation authority shall regularly visit such enterprises, acquaint with
and answer their tax problems encountered in the process of their overseas investments.

Implementing and perfecting the tax policies for Chinese enterprises’ overseas investments

The implementation and perfection of taxation policies for Chinese enterprises’ overseas investments is an important measure for safeguarding
the encouragement and regulation of Chinese enterprises’ overseas investments. For which, a good job should be done in two aspects
as follows:

(1)

Making more efforts to implementing the tax policies for Chinese enterprises’ overseas investments. Each region shall, in accordance
with the Income Tax Law on Foreign-invested Enterprises and Foreign Enterprises and the detailed rules for the implementation thereof,
the Interim Regulation Concerning the Enterprise Income Tax and the detailed rules for the implementation thereof, the tax treaties
and the related provisions of foreign countries on calculating and levying incomes taxes, conduct an inspection on the implementation
of related tax policies for Chinese enterprises’ overseas investments, seriously implement the policies for calculating overseas
incomes, making up the losses, calculating taxable incomes, deducting overseas taxes as well as reducing and exempting overseas taxes,
etc., and handle the problems of non-fulfillment and ineffective fulfillment; and as regards the goods purchased by Chinese overseas
investment enterprises and shipped abroad for investments, each region shall, according to current provisions on the export tax refund,
timely handle the export tax refund.

(2)

Reinforcing the investigation and research, and perfecting the related tax policies. Each region shall increase the investigation
and research efforts for the implementation conditions of current tax policies for overseas investments, including the business situation
for the overseas investments, the implementation of related tax policies, particularly, the problems faced during the implementation,
the reasons for such problems, the settlement opinions and suggestions, and shall report them to the State Administration of Taxation
in a timely manner.

Regulating and strengthening the administration of tax collection for Chinese enterprises’ overseas investments

As regards Chinese overseas investment enterprises, each region shall control its domestic tax sources, and at the same time, adopt
measures for reinforcing the administration of its overseas tax sources, as well as set down and implement the normalized tax management
rules and operational rules.

(1)

Setting down operational rules for administrating tax collection on Chinese enterprises’ overseas incomes. The State Administration
of Taxation will constitute the operational rules for administrating tax collection on overseas incomes and guide the grass-roots
taxation authorities to conduct the work according to current overseas income tax policies and management requirements as well as
the features of the occurrence of overseas incomes. Each region shall set down specific implementation measures by considering their
respective situation.

(2)

Regulating and strengthening the permanent household management. In accordance with legal provisions, an enterprise shall, when making
any overseas investment, go through the tax alteration registration in time at the competent tax authority; and each region shall,
on the basis of comprehensively changing tax registration certificates, conduct the inspections of the conditions on going through
the tax registration by Chinese overseas investment enterprises, keep informed of the enterprises’ overseas investments, and desist
collecting or administrating taxes by omission.

(3)

Regulating and strengthening the declaration of overseas incomes. Chinese overseas investment enterprises shall, in their annual tax
declarations, exactly reflect their overseas business profits, dividends, interests, royalties, property proceeds and other incomes;
and when making annual declaration of incomes tax, such an enterprise shall report to the competent taxation authority the organizational
structure and business situation, financial systems, financial statements for its overseas investment as well as the account auditing
report made by the certified accountants of the country where the investment is put. Each region shall urge the enterprises to fulfill
the obligation of reporting related materials and making tax declaration in time.

(4)

Regulating and strengthening the taxation inspection of overseas incomes. As regards main contents and features of the taxation administration
of Chinese enterprises’ overseas investments, all regions shall constitute operational rules for overseas income tax payment evaluation
and taxation inspection, find out and deal with tax risks in Chinese enterprises’ overseas investments in a timely manner; meanwhile,
shall make more efforts on the anti-tax avoidance of Chinese overseas investment enterprises, and focus on the audit of the incomes
from tax paradises and overseas subsidiaries subject to Chinese parent companies.

Reinforcing the coordination and cooperation with all departments concerned

The taxation service and management on Chinese enterprises’ overseas investments involve the coordination and cooperation with plural
internal departments of taxation authorities, cannot run without the care and support of departments concerned in the governments
at each level, and still need the support and coordination of the taxation authorities around the world and related international
organizations. For doing a good job in the taxation service and management regarding the overseas investments of Chinese enterprises,
the reinforcement of departmental cooperation and even international cooperation plays an important role.

(1)

Reinforcing the internal cooperation with taxation authorities. As the taxation service and management on Chinese enterprises’ overseas
investments involve several internal departments of taxation authorities, the leaders thereof at each level shall pay more attention,
make overall plans and consider each factor, divide their work reasonably, specify their duties. And the international taxation management
department shall take the lead and the functions of other departments shall be exerted, so as to form a working situation that all
departments concerned are of one mind and make concerted efforts.

(2)

Reinforcing the cooperation with governmental departments concerned. The taxation authorities at each level shall set up an information
communication mechanism with the departments of commerce, foreign exchange, development and reform, customs, and trade promotion,
etc., so as to regularly exchange the information on Chinese enterprises’ overseas investments and coordinate to reinforce the cooperation
with other departments.

(3)

Reinforcing the international taxation cooperation. The State Administration of Taxation will further strengthen the cooperation with
and actively exchange information with the taxation authorities of the countries where Chinese enterprises invest; build a mutual
aid mechanism of tax collection administration with the countries where many Chinese enterprises invest, conduct taxation investigations
and the evidence obtaining work on Chinese enterprises’ overseas investments through authorized delegates’ visits and taxation inspections
for the same period; and will also reinforce the cooperation with international organizations such as UNDP and OECD, and bring into
full play such international conferences and mechanisms as the SGATAR meeting and the meeting of tax directors of 10 countries China
has joined in. All regions shall timely provide the State Administration of Taxation with the tax information and materials, submit
the business demands for international taxation cooperation, and do well in all work in relation to international taxation cooperation
in light of the uniform requirements made by the State Administration of Taxation.

All regions shall, prior to the end of October 2007, report its implementation of the present Opinions to the State Administration
of Taxation (International Taxation Department).

The State Administration of Taxation

March 20, 2007

The State Administration of Taxation
2007-03-20

ANNOUNCEMENT NO.17, 2007 OF MINISTRY OF COMMERCE, GENERAL ADMINISTRATION OF CUSTOMS AND STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON PROMULGATING COMMODITY CATALOGUE PROHIBITED FOR PROCESSING TRADE

Announcement No.17, 2007 of Ministry of Commerce, General Administration of Customs and State Environmental Protection Administration
on Promulgating Commodity Catalogue Prohibited for Processing Trade

[2007] No.17

In accordance with Import and Export Tariff of the People’s Republic of China and requirements of national macro-control, Ministry
of Commerce, General Administration of Customs and State Environmental Protection Administration formulated Commodity Catalogue Prohibited
for Processing Trade of 2007, which is now released. Related matters are announced as follows:

The already released commodity prohibited for export is also applicable for processing trade.

This announcement shall take effect as from Apr 26, 2007.

If the newly-added commodities in this announcement should be approved for processing trade by department of commercial administration
before Apr 26, 2007, operators are allowed to apply for processing trade registration to Customs and finish contract in effective
period; the network supervision enterprises that take enterprise as administration unit shall finish the contract before Apr 5, 2008.
No prolonging shall be provided for failure of business in time limit. Such failure shall be dealt with in line with related regulations.

If the newly-added commodities in commodity catalogue prohibited for export cannot be exported and need to be sold in domestic market,
enterprises shall follow Announcement No.52, 2006 of General Administration of Customs, Ministry of Finance, Ministry of Commerce
and People’s Bank of China to pay tax delay interest in line with current deposit interest rate of the People’s Bank of China in
the year before the date on tax payment warrant.

This announcement also applies to special supervising districts of Customs such as export processing zone and bonded areas, however
enterprises established before release of this announcement are excluded.

Besides commodities listed in this announcement, commodities like seeds, young plant, chemical fertilizer, feedingstuff, additives
and antibiotics that are imported for exported products of planting and breeding, are prohibited for processing trade. Processing
trade of commodities of imported commodities (such as obscene publications, harmful and radioactive industrial junks) are prohibited.

In accordance with regulations of Law for Administration on Guns of the People’s Republic of China, simulation guns are prohibited
to be produced or exported by means of processing trade.

As from the release of this announcement, Announcement No.105, 2005 of Ministry of Commerce, General Administration of Customs and
State Environmental Protection Administration, and Catalogue Prohibited for Processing Trade of Announcement No.63, 2066 and No.82,
2006 are terminated at the same time. Other regulations shall continue to take effect.

Appendix: Catalogue Prohibited for Processing Trade

Ministry of Commerce

General Administration of Customs

State Environmental Protection Administration

Apr 5, 2007

Ministry of Commerce, General Administration of Customs, State Environmental Protection Administration
2007-04-05

MEASURES FOR THE ADMINISTRATION OF INFORMATION DISCLOSURE OF COMMERCIAL FRANCHISES

Decree No.16 of the Ministry of Commerce of the People’s Republic of China No.16

Measures for the Administration of Information Disclosure of Commercial Franchises have been discussed and adopted at the 6th executive
meeting of the Ministry of Commerce on April 6 2007. They are hereby promulgated and shall come into effect as of May 1, 2007. Minister Bo Xilai April 30, 2007 Measures for the Administration of Information Disclosure of Commercial Franchises Article 1 For the purpose of safeguarding the legitimate rights and interests of franchisers and franchisees, these Measure are formulated under
the Regulations for the Administration of Commercial Franchises (hereinafter referred to as the Regulations) Article 2 These Measures apply to commercial franchise activities within the territory of the People’s Republic of China. Article 3 The associated company herein refers to the parent company of the franchiser, subsidiary company which the franchiser owns directly
or indirectly all or the controlling interest thereof, company which the same owner owns all or the controlling interest with the
franchiser directly or indirectly. Article 4 The franchiser shall disclose the information as stipulated in Article Five in writing to the franchisee within at least 30 days before
the day the franchise contract is signed based on the requirement of the Regulations, and provide the franchise contract. Article 5 The information disclosed by the franchiser shall include the following: 1. The basic information on the franchiser and franchise activities (1) Franchiser’s name, address, contact details, legal representative, general manager, registered capital, scope of business, and the
number of regular chains as well as their addresses and phone numbers. (2) A brief introduction to the commercial franchise activities of the franchiser. (3) Basic information on archival filing of the franchiser. (4) If the franchiser’s associated company provides products and services to the franchisee, the associated company’s basic information
shall be disclosed. (5) Information on the bankruptcy and application for bankruptcy of the franchiser or of its associated company in the latest five years. 2. The basic information on the business resources of the franchiser (1) Provide the franchisee with the information on business resources available such as registered trademark, enterprise symbol, patent,
proprietary technology, and business mode, etc. (2) If the owner of the above-mentioned business resources is the associated company of the franchiser, then the basic information of
the associated company shall be disclosed, and the franchiser shall also explain how to handle the franchise system once the concession
contract is rescind. (3) The information about business resources of the franchiser (or its associated company) involving in litigation or arbitration, such
as the registered trademark, enterprise symbol, patent, and proprietary technology, etc. 3. Basic information on the franchise expenditure (1) If the types, amount, criteria and payment mode of the fees collected by the franchiser or on behalf of the third party cannot be
disclosed, then the franchiser shall explain the reason; if the standards to collect fees are not consistent, then the franchiser
shall disclose the maximum and minimum standards, and explain the reason. (2) The collection, return conditions, return time, and return mode of the margin. (3) If the franchisee is required to pay the fee before the franchise contract is made, then the franchiser shall explain in writing to
the franchisee the use of the fee and the conditions and mode to return the fee. 4. Information on prices and conditions of the products, services and equipment provide for the franchisee. (1) Whether the franchisee must purchase products, services or equipment from the franchiser (or its associated company), as well as the
prices and conditions. (2) Whether the franchisee must purchase products, services or equipment from the suppliers appointed or approved by the franchiser. (3) Whether the franchisee can choose other suppliers and the conditions that the suppliers must be equipped with. 5. Information on providing continuous services to the franchisee. (1) Detailed content, way of provision and implementation plans for professional training, including the location, approach and length
of the training. (2) Detailed content of the technical support, the catalogue of operation manual of franchise, and the number of pages. 6. The methods and content of guidance and supervision over the franchise activities of the franchisee. (1) The franchiser’s methods and content of guidance and supervision over the franchise activities of the franchisee, the franchisee’s
obligations, and the consequences of failure to fulfill them. (2) Whether the franchiser shall shoulder joint liability for the complaints and compensations of the consumers, and how to take the liability. 7. Information on investment budget of the franchise network (1) Expenditure on the investment budget may include the following: initial fee; training fee; real estate and decoration fee, procurement
fee of equipment, office supplies, furniture, etc; initial inventory; water, electricity and gas fees; fees needed to obtain license
and other government approvals; and working capital. (2) The statistical source and basis for estimation of the above-mentioned fees 8. Information on the franchisee within the territory of China. (1) Information on the present and estimated number of franchisees, geographical distribution, scope of license, whether or not having
exclusive license region (if yes, the estimated detailed scope shall be explained) (2) Information on the evaluation of performance of the franchisee, the franchiser shall disclose information on the actual or estimated
average sales volume, cost, gross profit, and net profit of the franchisee, and shall explain the source of the above-mentioned information,
length and franchise network involved, if the information is estimated, then the franchiser shall explain the basis for estimation,
and point out that the actual performance of the franchisee may be different from the estimation. 9. Abstracts of the franchiser’s financial and accounting reports and of the audit reports in the last two years audited by the accounting
firms or auditing firms. 10. Information on major litigation and arbitration concerning franchises of the franchiser in the latest five years. (1) Major litigation and arbitration refer to litigation and arbitration involving litigation fare of more than RMB 500, 000 (2) The basic information, location of the litigation and the results shall be disclosed. 11. Information on the record of major illegal operation of the franchiser and its legal representative, records of major illegal operation. (1) Where the fine imposed by the competent administrative law enforcement department is not less than 300, 000 but more than 500, 000. (2) Where the franchiser and its legal representative have been sentenced to criminal responsibility. 12. Franchise Contract (1) Sample franchise contract (2) If the franchiser requires franchisee to sign with the franchiser (or the associated company) other franchise contracts, this type
of sample contract shall be provided at the same time. Article 6 The franchiser may not have any cheating and misleading practices in the promotion activities, and the advertisement may not include
the content about the individual franchisee’s profit from the franchise activities. Article 7 Before the franchiser discloses information to the franchisee, the former has the right to require the latter to sign Non-Disclosure
Agreement. Article 8 After the franchiser discloses information to the franchisee, the franchisee shall provide the franchiser with a return receipt in
duplicate, after the franchisee signs the receipt, each party retains one copy. Article 9 If the franchiser hides the information that shall be disclosed or discloses false information, the franchisee may rescind the franchise
contract. Article 10 If the franchiser violates these Measures, the franchisee has the right to report to the commerce authority, if the case is confirmed
after investigation, the commerce authority shall order the franchiser to make rectification, and impose a fine no less than RMB
10, 000 but no more than RMB 50,000; if the circumstances are serious, the fine shall be no less than RMB 50, 000 but no more than
RMB 10, 000, and a public announcement shall be made. Article 11 The power to interpret these Measures shall remain with the Ministry of Commerce. Article 12 These Measures shall come into effect as of May 1 2007.

The Ministry of Commerce
2007-04-30

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON ENTRY INTO FORCE AND ENFORCEMENT OF THE AGREEMENT BETWEEN THE GOVERNMENT OF PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF KINGDOM OF SAUDI ARABIA FOR THE AVOIDANCE OF DOUBLE TAXATION AND PREVENTION OF FISCAL EVASION WITH RESPECT TO TAXES ON INCOME AND ASSETS

Circular of the State Administration of Taxation on Entry into Force and Enforcement of the Agreement between the Government of People’s
Republic of China and the Government of Kingdom of Saudi Arabia for the Avoidance of Double Taxation and Prevention of Fiscal Evasion
with respect to Taxes on Income and Assets

Guo Shui Fa [2007] No.68

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

The Government of People’s Republic of China and the Government of Kingdom of Saudi Arabia have officially signed the Agreement for
the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Assets (hereinafter referred
to as the Agreement) on January 23, 2006. The foreign affairs departments of both governments have exchanged notes with each other
on March 30, 2006 and August 9, 2006, respectively, confirming that the necessary legal procedures for entry into force have been
accomplished. Subject to the provision of Article 28 of the Agreement, the Agreement shall enter into force as of September 1, 2006
and shall be implemented as of January 1,2007. The State Administration of Taxation has printed and distributed the text of the aforesaid
Agreement to you in the Document “Guo Shui Han [2006] No. 138”. Please comply with and enforce it accordingly.

State Administration of Taxation

June 14, 2007

State Administration of Taxation
2007-06-14

COMPANIES LAW

Companies Law of the People’s Republic of China

Order of the President of the People’s Republic of China

No. 42

The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee
of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby
promulgated and shall go into effect as of January 1, 2006.

Hu Jintao

President of the People’s Republic of China

October 27, 2005

(Adopted at the 5th Meeting of the Standing Committee of the Eighth National People’s Congress on December 29, 1993; amended for
the first time in accordance with the Decision on Revision of the Company Law of the People’s Republic of China made at the 13th
Meeting of the Standing Committee of the Ninth National People’s Congress on December 25, 1999; amended for the second time in
accordance with the Decision on Revision of the Company Law of the People’s Republic of China made at the 11th Meeting of the Standing
Committee of the Tenth National People’s Congress on August 28, 2004; and revised at the 18th Meeting of the Standing Committee
of the Tenth National People’s Congress on October 27, 2005)

Contents

Chapter I　General Provisions

Chapter II　Incorporation and Organizational Structure of a Company with Limited Liability

Section 1　Incorporation

Section 2　Organizational Structure

Section 3　Special Provisions on One-person Companies with Limited Liability

Section 4　Special Provisions on Wholly Stated-owned Companies

Chapter III　Equity Transfer of Companies with Limited Liability

Chapter IV　Incorporation and Organizational Structure of a Company Limited by Shares

Section 1　Incorporation

Section 2　Shareholders General Assembly

Section 3　Board of Directors, and the Manager

Section 4　Board of Supervisors

Section 5　Special Provisions on Organizational Structure of Listed Companies

Chapter V　Issue and Transfer of Shares of Companies Limited by Shares

Section 1　Issue of Shares

Section 2　Transfer of Shares

Chapter VI　Qualifications and Obligations of Directors, Supervisors and Senior Managers of Companies

Chapter VII　Corporate Bonds

Chapter VIII　Financial Affairs and Accounting of Companies

Chapter IX　Merger and Division of Companies, Increase and Reduction of Capital

Chapter X　Dissolution and Liquidation of Companies

Chapter XI　Branches of Foreign Companies

Chapter XII　Legal Responsibility

Chapter XIII　Supplementary Provisions

Chapter I　General Provisions

Article 1　This Law is enacted in order to standardize the organization and behavior of companies, to protect the legitimate rights
and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the
socialist market economy.

Article 2　For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares
incorporated within the territory of the People’s Republic of China in accordance with this Law.

Article 3　A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights
of a legal person. The company shall be liable for its debts to the extent of its entire property.

Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions
subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to
the extent of the shares subscribed respectively by them.

Article 4　The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company,
participation in making major decisions and selection of managerial personnel.

Article 5　In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and
commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.

The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.

Article 6　Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority
for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration
authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said
conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.

Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval
shall be completed according to law prior to registration of the company.

The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority
shall provide services for such inquiry.

Article 7　The company registration authority shall issue a business license to a company incorporated according to law. The date
on which the business license is issued shall be the date on which a company is incorporated.

In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received
capital, scope of business and name of the legal representative of the company.

Where the items stated in the business license of a company are altered, the company shall have the alterations registered according
to law, and the company registration authority shall renew its business license.

Article 8　A company with limited liability incorporated according to this Law shall have the words “company with limited liability”
or “limited company” indicated in its name.

A company limited by shares incorporated according to this Law shall have the words “company limited by shares” or “company
by shares” indicated in its name.

Article 9　Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions
of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited
liability, it shall meet the conditions of a company with limited liability provided for by this Law.

Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into
a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the
company after the change.

Article 10　The domicile of a company shall be the place where its main administrative organization is located.

Article 11　Articles of association shall be formulated according to law when a company is incorporated. The articles of association
of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.

Article 12　The business scope of a company shall be defined in the company’s articles of association, and shall be registered
according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision
and alteration registered.

The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations
shall be submitted for approval according to law.

Article 13　The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions
of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to
law. Where the legal representative of a company is replaced, the company shall have such replacement registered.

Article 14　A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to
the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess
the status of a legal person, and its civil liabilities shall be borne by the company.

A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities
according to law.

Article 15　A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several
liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.

Article 16　Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter shall, in
accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors
or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees
and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall
not be exceeded.

Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution
adopted by its shareholders assembly or shareholders general assembly.

The shareholder specified in the preceding paragraph or the shareholder dominated by the actual controller specified in the preceding
paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall
be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.

Article 17　Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according
to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.

Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance
their quality.

Article 18　The staff and workers of a company shall, in accordance with the Trade Union Law of the People’s Republic of China,
organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers.
The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade
union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment
for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according
to law.

Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management
in accordance with the provisions of the Constitution and relevant laws.

When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important
rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the
staff and workers through the conference of the representatives of staff and workers or other forms.

Article 19　In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist
Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations
to carry out their activities.

Article 20　The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association,
exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other
shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders
to damage the interests of the creditors of the company.

Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders,
he shall be liable for compensation according to law.

Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders,
evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability
for the debts of the company.

Article 21　Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not
take advantage of their affiliated relations to damage the interests of the company.

A person who, in violation of the provisions of the preceding paragraph, causes losses to a company shall be liable for compensation.

Article 22　The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of
a company, which in content violates laws or administrative regulations, shall be invalid.

Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of
directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the
content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the
date the resolution is adopted, request the people’s court to rescind the resolution.

Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may,
upon request of the company, demand the shareholders to provide appropriate guarantee.

Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders
general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company
shall apply for cancellation of the registration for such alteration.

Chapter II　Incorporation and Organizational Structure of a Company with Limited Liability

Section 1　Incorporation

Article 23　The following conditions shall be met for the incorporation of a company with limited liability:

(1) The number of shareholders conforms to the statutory number;

(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;

(3) The shareholders have jointly formulated the articles of association;

(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with
limited liability; and

(5) The company has its own domicile.

Article 24　A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.

Article 25　The articles of association of a company with limited liability shall specify the following items:

(1) the name and domicile of the company;

(2) the scope of business of the company;

(3) the registered capital of the company;

(4) the names or post_titles of the shareholders;

(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;

(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;

(7) the legal representative of the company; and

(8) other items which the shareholders assembly deems necessary to be specified.

The shareholders shall sign their names on and affix their seals to the company’s articles of association.

Article 26　The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for
by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions
made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less
than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders
within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder
in full within five years.

The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount
is provided for by laws or administrative regulations, such provision shall prevail.

Article 27　A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material
objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law,
except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.

Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.　Where
laws or administrative regulations provide otherwise, those provisions shall prevail.

The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered
capital of a company with limited liability.

Article 28　A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance
with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he
shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability;
and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities
for the transfer of his property rights.

Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition
to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the
shareholders who have, on schedule and in full, made their capital contributions.

Article 29　After the shareholders have made their capital contributions, such capital contributions shall be subject to capital
verification by a capital verification authority set up according to law, which shall issue capital verification certificates.

Article 30　After the initial capital contributions made by shareholders have been verified by a capital verification authority
set up according to law, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to
the company registration authority such documents as a written application for registration of the company, the company’s articles
of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.

Article 31　Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value
of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount
of the value prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the
difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability
therefor.

Article 32　After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.

In an investment certificate the following items shall be specified:

(1) the name of the company;

(2) the date on which the company is incorporated;

(3) the registered capital of the company;

(4) the name or post_title of the shareholder, the amount and date of capital contributions; and

(5) the serial number of the investment certificate and the date of its verification and issue.

An investment certificate shall bear the seal of the company.

Article 33　A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:

(1) the names or post_titles and domiciles of the shareholders;

(2) the amounts of the capital contributions made by the shareholders; and

(3) the serial numbers of their investment certificates.

The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the
said roster.

The company shall register with a company registration authority the names or post_titles of its shareholders and the amount of their
capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration
or without registration for alteration, the company shall not act against the third party.

Article 34　A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of
the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors,
and the financial and accounting reports of the company.

A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request
to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that
the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse
to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the
written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting
books, the shareholder may request the people’s court to demand the company to provide such books.

Article 35　Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases
its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions
they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or
to do without the right of first refusal in proportion to their capital contributions when making subscriptions.

Article 36　Once a company is incorporated, its shareholders shall not secretly withdraw their capital contributions.

Section 2　Organizational Structure

Article 37　The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders
assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.

Article 38　The shareholders assembly shall exercise the following functions and powers:

(1) to decide on the operational policy and investment plan of the company;

(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on　matters
concerning the remuneration of the directors and supervisors;

(3) to examine and approve reports of the board of directors;

(4) to examine and approve reports of the board of supervisors or the supervisors;

(5) to examine and approve the annual financial budget plan and final accounts plan of the company;

(6) to examine and approve the company’s plans for profit distribution and for making up losses;

(7) to adopt resolutions on the increase or reduction of the registered capital of the company;

(8) to adopt resolutions on the issue of corporate bonds;

(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;

(10) to amend the articles of association of the company; and

(11) other functions and powers provided for in the company’s　　　articles of association.

Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may
directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names
on and affix their seals to the documents of the decision.

Article 39　The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who
has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the
provisions of this Law.

Article 40　The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.

Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim
meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or
more of the directors, by the board of supervisors, or by the supervisors of a company without a board of supervisors.

Article 41　Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall
be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board
cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the
vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by
half and more of the directors.

Where no board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened
and presided over by the executive director.

Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders
assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board
of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the
shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.

Article 42　All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except
where otherwise provided for by the company’s articles of association or agreed upon by all of the shareholders.

The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders
present at the meeting shall sign the minutes.

Article 43　Shareholders shall exercise their voting rights at a meeting of the shareholders assembly in proportion to their respective
capital contributions, except where otherwise provided for by the company’s articles of association.

Article 44　The modes of meeting and voting procedures of the shareholders assembly shall, in addition to what is provided for in
this Law, be stipulated by the company’s articles of association.

Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase
or reduction of the registered capital, or on the merger, division, dissolution or transformation of the company shall be subject
to adoption by the shareholders representing two-thirds or more of the voting rights.

Article 45　A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except
where otherwise provided for by Article 51 of this Law.

The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more
State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of
the company; and the members of the board of directors of other companies with limited liability may include representatives of the
staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically
elected by the staff and workers of the company through the conference of the representatives of the staff and workers, the general
meeting of the staff and workers, or through other forms.

A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman
of the board shall be stipulated by the company’s articles of association.

Article 46　The term of office of a director shall be stipulated by the company’s articles of association, but each term of office
shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.

Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors
is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before
the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative
regulations or the company’s articles of association.

Article 47　The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:

(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;

(2) to implement the resolutions adopted by the shareholders assembly;

(3)

PROTECTION MEASURES FOR INTELLECTUAL PROPERTY RIGHTS DURING EXHIBITIONS

Ministry of Commerce, State Administration for Industry and Commerce, State Bureau of Copyright, State Intellectual Property Office

Order of the Ministry of Commerce, State Administration of Taxation, State Bureau of Copyright and State Intellectual Property Office

No. 1

The Protection Measures for Intellectual Property Rights (IPRs) during Exhibitions adopted by the Ministry of Commerce, the State
Administration for Industry and Commerce, the State Bureau of Copyright and the State Intellectual Property Office upon deliberation,
are hereby promulgated and shall come into force as of March 1, 2006.

Minister of the Ministry of Commerce Bo Xilai

Director of the State Administration for Industry and Commerce Wang Zhongfu

Director of the State Bureau of Copyright Long Xinmin

Director of the State Intellectual Property Office Tian Lipu

January 10, 2006

Protection Measures for Intellectual Property Rights during Exhibitions

Chapter I General Provisions

Article 1

The present Measures are formulated according to the Foreign Trade Law of the People’s Republic of China, the Patent Law of the People’s
Republic of China, the Trademark Law of the People’s Republic of China, and the Copyright Law of the People’s Republic of China as
well as the relevant administrative regulations for the purpose of intensifying the IPRs protection during exhibitions, safeguarding
the order of the exhibition industry and promoting the sound development thereof.

Article 2

The present Measures shall apply to the protection of relevant patents, trademarks and copyrights in all kinds of exhibitions, trade
fairs, expositions, commodity fairs and shows concerning the economic and technical trade as held within the territory of the People’s
Republic of China.

Article 3

The administrative department of exhibitions shall intensify the coordination, supervision, examination regarding the IPRs protection
during exhibitions and safeguard the normal trading order therein.

Article 4

The exhibition sponsor shall safeguard the legitimate rights and interests of IPRs holders legally. The exhibition sponsor shall,
when attracting investment and canvassing exhibitions, intensify the IPRs protection for participants to the exhibition as well as
the examination of the IPRs status of the items on exhibition (including exhibited items, exhibition boards and relevant publicity
materials, etc.). During an exhibition, the sponsor shall actively cooperate with the administrative IPRs department in the IPRs
protection work.

The exhibition sponsor may, by the manner of signing the clause or contract on the IPRs protection with the participants of the
exhibition, intensify the IPRs protection during the exhibition.

Article 5

The participant of exhibition shall take part in an exhibition legally, not infract the IPRs of any other person or entity and assist
the administrative IPRs department or judicial department in the relevant investigation.

Chapter II Treatment for Complaints

Article 6

If an exhibition lasts for 3 days or more and if the administrative department of exhibitions believes it is required , the exhibition
sponsor shall establish an office in charge of IPRs complaints during the exhibition. Where an office in charge of IPRs complaints
is established, the IPRs administrative department at the locality of the exhibition shall dispatch its personnel to station therein
and handle the case of infringement in accordance with law.

In case no office in charge of complaints is established for an exhibition, the IPRs administrative department at the locality of
exhibition shall intensify the guidance for and supervision over the IPRs protection during the exhibition as well as the handling
of relevant cases therein. The exhibition sponsor shall publicize the contact persons and ways of the IPRs administrative department
at the locality of the exhibition in an eye-catching place of the exhibition venue.

Article 7

An office in charge of IPRs complaints in an exhibition shall be comprised of the personnel from the sponsor of the exhibition, the
administrative department of exhibitions, the IPRs administrative department in charge of patents, trademarks, and copyrights, and
perform the following functions and duties:

(1)

Receiving the complaints of the IPRs holders, and suspending the item as suspected of infringement on IPRs on display during the
exhibition;

(2)

Transferring the relevant complaint materials to the competent IPRs administrative department;

(3)

Coordinating and supervising and urging the treatment for complaints;

(4)

Carrying out the statistic and analysis on the information regarding the IPRs protection during the exhibition; and

(5)

Any other relevant matters.

Article 8

An IPRs holder may file a complaint to the office in charge of IPRs complaints during an exhibition or to the IPRs administrative
department. The IPRs holder shall, when filing a complaint to the office in charge of IPRs complaints, submit the following materials:

(1)

A legitimate and effective certificate of IPRs ownership: where any patent is involved therein, the patent certificate, the text of
patent announcement, the identity certification of the patent owner, the certification on the legal status of the patent shall be
submitted; where any trademark is involved therein, the certification documents of trademark registration shall be submitted, which
shall be confirmed by means of the signature or seal affixed by the complainant, and the identity certification of the trademark
owner shall be submitted as well; where any copyright is involved therein, the certification of the copyright and the identity certification
of the copyright owner shall be submitted;

(2)

The basic information about the parties as suspected to have committed any infringement;

(3)

The explanations and evidence for any suspected infringement; and

(4)

Where an agent is entrusted to file a complaint, the relevant Power of Attorney shall be submitted.

Article 9

In the case of any failure to meet the provisions of Article 8 of the present Measures, an office in charge of IPRs complaints during
an exhibition shall inform the related complainant or claimant timely to supplement the relevant materials. In case it fails to make
the supplement, the complaint shall not be accepted.

Article 10

Where a complainant brings any damage to the relevant respondent by submitting any false complaint material or by any other fabricated
complaint, he shall be subject to the relevant legal liabilities.

Article 11

After receiving the complaint materials accorded with Article 8 of the present Measures, The office in charge of IPRs complaints
during an exhibition shall transfer it to the relevant IPRs administrative department within 24 hours

Article 12

When the local IPRs administrative department accepts the requirement of complaint or claim, it shall inform the relevant exhibition
sponsor as well as the relevant respondent to the complaint or claim timely.

Article 13

In the procedures for handling any complaint or claim concerning infringement on IPRs, the local IPRs administrative department may,
according to the exhibition period, designate the limit of answer time for the relevant respondent to a complain or claim

Article 14

Where a respondent to a complaint or claim submits his Statement of answer, the local IPRs administrative department shall make a
decision and deliver it to the two parties timely ,unless any further investigation is required.

Where the respondent to a complaint or claim fails to submit his Statement of answer within the time limit, the local IPRs administrative
department shall not be influenced making the decision.

Article 15

Where an exhibition is concluded, the relevant IPRs administrative department shall notify the treatment decision to the exhibition
sponsor timely . The exhibition sponsor shall finish the statistic and analysis work on IPRs protection during the exhibition and
report the relevant circumstance to the IPRs administrative department timely .

Chapter III Patent Protection during Exhibition

Article 16

Where any office in charge of IPRs complaints requires the assistance of any local intellectual property bureau, the local intellectual
property bureau shall provide positive cooperation and participate in the IPRs protection during the exhibition. The local intellectual
property bureau may carry out the following work during the exhibition:

(1)

Accepting a complaint of suspected infringement on IPRs is transferred by the office in charge of IPRs complaints in the exhibition,
and handling it according to the relevant provisions and regulations of the patent law;

(2)

Accepting the claim of treatment for any dispute over suspected infringement on patent relating to any exhibited item and handling
it according to the provisions of Article 57 of the Patent Law; and

(3)

Accepting the tip-offs on any suspected counterfeit of other’s patent or imitated patent relating to any exhibited item, or investigating
and handling any action of counterfeit of other’s patent or imitated patent relating to any exhibited item by authority , and giving
a punishment according to the relevant provisions of Articles 58 and 59 of the Patent Law.

Article 17

Under any of the following circumstances, the local intellectual property bureau may not accept any complaint of patent infringement
or claim for treatment:

(1)

Where a complainant or claimant has filed a lawsuit of patent infringement to the people’s court;

(2)

Where any patent is in the requiring procedures for declaring invalidation of patent right;

(3)

Where any dispute over the ownership of the patent right is in the trial procedures of the people’s court or in the mediation procedures
of the administrative department of patent; or

(4)

Where any patent right has been terminated and its owner is attempting to resume the patent right.

Article 18

The local intellectual property bureau shall, when notifying the respondent to a complaint or claim, conduct instant investigation
for obtaining the evidence, read and copy the relevant documents relating to the case, inquire of the parties concerned, carry
out on-the-spot inspection by such means as camera shooting or video camera shooting, or collect the evidence by sampling.

The local intellectual property bureau shall, when collecting the evidence, make the note that shall have the signatures or seals
of relevant undertaker and parties concerned under investigation for evidence collection. Where any party concerned under investigation
for evidence collection refuses to render his signature or seal on the note, the reason shall be indicated on the note. Where any
other person is on the spot, he may render his signature on the note at the same time.

Chapter IV Trademark Protection during an Exhibition

Article 19

Where an office in charge of IPRs complaints during an exhibition requires the assistance from the local industry and commerce administrative
department, the latter organ shall provide active cooperation and participate in the IPRs protection work during the exhibition.
The following works during the exhibition by the local industry and commerce administrative department may include:

(1)

Accepting complaints of suspected infringement on trademark transferred by the office in charge of IPRs complaints during the exhibition
and handling them according to the relevant provisions of laws and regulations on trademark;

(2)

Accepting complaints of infringement on the right to exclusive use of trademark in accordance with the provisions of Article 52 of
the Trademark Law; and

(3)

Investigating and punishing any case involving trademark irregularity by authority.

Article 20

Under any case of the following circumstances, the local industry and commerce administrative department may refuse to accept any
complaint or claim for treatment concerning infringement on the right to exclusive use of trademark:

(1)

Where a complainant or claimant has filed a lawsuit of trademark infringement to the people’s court; or

(2)

Where any right of trademark has been invalidated or cancelled.

Article 21

The local industry and commerce administrative department may, after deciding to accept any complaint or claim, carry out the investigation
and treatment according to the relevant provisions of laws and regulations on trademark.

Chapter V Copyright Protection during Exhibition

Article 22

Where an office in charge of IPRs complaints during an exhibition requires the assistance from the local administrative department
for copyright, the latter organ shall provide active cooperation and participate in the IPRs protection during the exhibition. The
following works by local administrative department for copyright during the exhibition may include:

(1)

Accepting the complaints of suspected infringement on copyright transferred by the office in charge of IPRs complaints during the
exhibition and handling them according to the relevant provisions of laws and regulations on copyright; and

(2)

Accepting the complaints of infringement on copyright in accordance with the provisions of Article 47 of the Copyright Law and giving
a punishment according to the relevant provisions of the Copyright Law.

Article 23

The local administrative department for copyright may, after accepting a complaint or claim, adopt the following means to collect
evidence:

(1)

Reading and copying the documents and archives, account books or any other written materials relating to the suspected infringement;

(2)

Collecting the evidence by sampling the duplicate of the suspected of infringement; and

(3)

Registering and preserving the duplicate of the suspected of infringement.

Chapter VI Legal Liabilities

Article 24

Where the local IPRs administrative department believes that a complaint of suspected infringement on IPRs is in fact, it may punish
the exhibitor in collaboration with the administrative department of exhibitions according to law.

Article 25

Where the local IPRs administrative department believes that a claim for the treatment of suspected infringement on any invention
right or new utility model right is in fact, relevant treatment decision shall be decided, according to the provisions of paragraph
1 of Article 11 of the Patent Law on prohibiting promised sale as well as the provisions of Article 57 of the Patent Law on ordering
the infringer to stop his infringement immediately, and order the respondent to the claim to withdraw all the exhibited items of
infringement, to destroy the publicity materials of introduction to exhibited items of infringement and to change the exhibition
board of introduction to exhibited items of infringement. .

Where the local IPRs administrative IPRs department believes that a claim for the treatment of suspected infringement on any patent
of exterior design and the respondent to the claim sells his items on exhibition is in fact, the relevant treatment decision shall
be decided, according to the relevant provisions of paragraph 2 of Article 11 of the Patent Law on prohibited sales action and Article
57 of the Patent Law on ordering the infringer to stop his infringement action immediately, and order the respondent to the claim
to withdraw any exhibited item of infringement from the exhibition.

Article 26

Where anyone fabricates any other’s patent or fabricates any patented by unpatented product, or fabricates any patented method by
non-patented method , the local intellectual property bureau shall give a punishment according to the provisions of Articles 58 and
59 of the Patent Law.

Article 27

Where the local industry and commerce administrative department believes that a claim for treatment of any infringement on trademark
is in fact, it shall give a punishment according to the relevant provisions of the Trademark Law and the Regulation on the Implementation
of the Trademark Law, etc..

Article 28

Where the administrative department for copyright believes that a claim for treatment of any infringement on copyright as well as
the related rights is in fact, relevant punishment shall be given according to the provisions of Article 47 of the Copyright Law,
the relevant exhibited items of infringement as well as publicity materials of introduction to exhibited items of infringement shall
be confiscated and destroyed, and the exhibition boards of introduction to exhibited items of infringement shall be changed.

Article 29

Where, upon investigation, any exhibited item under complaint or claim of infringement has been determined or decided in fact by the
people’s court or the IPRs administrative department and has taken legal effect , the local administrative IPRs department may directly
make a decision on treatment as prescribed in Article 26 , 27, 28 or 29.

Article 30

Where a claimant pleads not only to prohibit an infringing exhibition conducted by the infringer, but also pleads to prohibit any
other IPRs infringement committed by the same infringer, the local IPRs administrative department may give treatment to any suspected
infringement that occurs within its jurisdiction area according to the relevant provisions of laws, regulations and rules on IPRs.

Article 31

Where any infringement by a exhibitor is in fact, the administrative department of exhibitions may make an announcement to this exhibitor
in accordance with the law. Where the infringements by the exhibitor were more than twice consecutively, the exhibition sponsor
shall prohibit the said exhibitor to take part in the next exhibition.

Article 32

Where a sponsor fails to fulfill its obligation regarding the IPRs protection during an exhibition, the administrative department
of exhibitions shall give a warning thereto and disapprove any application for holding any relevant exhibition again upon the circumstance
in accordance with the law .

Chapter VII Supplementary Provisions

Article 33

Where any case hasn’t been concluded at the end of an exhibition, the relevant facts and evidence of the case may be confirmed by
the exhibition sponsor. The IPRs administrative department at the locality of the exhibition shall, within 15 workdays, transfer
it to the IPRs administrative department with jurisdiction for treatment according to law.

Article 34

The term “IPRs administrative department” as mentioned in the present Measures refers to the administrative departments for patent,
trademark and copyright. The term ” administrative department of exhibitions” as mentioned in the present Measures refers to the
department in charge of examination and approval or registration of exhibitions.

Article 35

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

Ministry of Commerce, State Administration for Industry and Commerce, State Bureau of Copyright, State Intellectual
Property Office
2006-01-10

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION TO THE RELEVANT ISSUES CONCERNING THE TAX-EXEMPTION POLICIES FOR THE EXPORT OF PRODUCTS CONTAINING GOLD

State Administration of Taxation

Supplementary Circular of the State Administration of Taxation to the Relevant Issues Concerning the Tax-exemption Policies for the
Export of Products Containing Gold

Guo Shui Fa [2006] No. 10

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

Considering the problems in the implementation of the Notice of the State Administration of Taxation about the Tax Policies on the
Export of Products Containing Gold (No. 125 [2005] of the State Administration of Taxation), a supplementary notice is given as follows:

From May 1, 2005, for the export goods (See the concrete list in the Annex) of which the customs commodity codes are 3824909090, 7115901090,
7114200090, 71110000 and 28439000 but which don’t contain gold or platinum, the tax refund (exemption) policies for export shall
continue to apply. For the aforesaid goods already exported prior to the issuance of this Notice, if the time limit for export tax
refund declaration has expired, the tax organs of all places shall accept the tax rebate declarations of the export enterprises in
gear. During the course of examining and approving the tax refund for export, none of the tax organs may complete the tax refund
formalities unless it, upon strict examination, is sure that the above-mentioned goods do not contain any gold or platinum. For other
goods which are inside the above-mentioned customs commodity codes but which do not contain gold or platinum, the State Administration
of Taxation of all provinces and cities shall first conduct a strict examination, then put forward handling opinions and finally
submit formal documents to the State Administration of Taxation for approval.

II.

With regard to the export products containing gold (including gold and platinum) other than those inside the commodity codes as listed
in the document No. 125, for instance, “91131000” “valuable metal watchband” the platinum watchband, shall be enforced the value-added
tax exemption policy according to the regulations in the document No. 125. Article 6 of the Notice of the Ministry of Finance and
State Administration of Taxation about the Tax Policies on Platinum and Its Products (No. 86 [2003] of the Ministry of Finance),
which provides that “the tax refund for export does not apply to the input value-added tax on the part of the raw material of platinum
of the export platinum products, the tax refund only applies to the processing fee in the processing link of platinum products on
the basis of the prescribed tax rebate rate”, shall not be implemented as of May 1, 2005.

III.

The products containing gold or platinum, which are exported in the form of processing with imported materials, shall be exempt from
the value-added tax according to the document No. 125.

Annex: Statistic Form of Products Not Containing Gold (Platinum)(Omitted)

State Administration of Taxation

January 20, 2006

State Administration of Taxation
2006-01-20

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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

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

CIRCULAR OF THE FOREIGN INVESTMENT BUREAU OF THE STATE ADMINISTRATION OF INDUSTRY AND COMMERCE

ANNOUNCEMENT NO.12, 2007 OF MINISTRY OF COMMERCE ON REGISTRATION OF ACETONE ANTI-DUMPING INVESTIGATION

OPINIONS OF THE STATE ADMINISTRATION OF TAXATION UPON DOING WELL IN THE TAXATION SERVICE AND MANAGEMENT FOR THE OVERSEAS INVESTMENTS OF CHINESE ENTERPRISES

ANNOUNCEMENT NO.17, 2007 OF MINISTRY OF COMMERCE, GENERAL ADMINISTRATION OF CUSTOMS AND STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON PROMULGATING COMMODITY CATALOGUE PROHIBITED FOR PROCESSING TRADE

MEASURES FOR THE ADMINISTRATION OF INFORMATION DISCLOSURE OF COMMERCIAL FRANCHISES

COMPANIES LAW

PROTECTION MEASURES FOR INTELLECTUAL PROPERTY RIGHTS DURING EXHIBITIONS

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION TO THE RELEVANT ISSUES CONCERNING THE TAX-EXEMPTION POLICIES FOR THE EXPORT OF PRODUCTS CONTAINING GOLD

CONSTITUTION ACT, 1982 – page 22

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CONSTITUTION ACT, 1982 – page 16

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CONSTITUTION ACT, 1982 – page 7