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NOTICE OF THE MINISTRY OF INFORMATION INDUSTRY ON STRENGTHENING THE ADMINISTRATION OF FOREIGN INVESTMENT IN VALUE-ADDED TELECOMMUNICATIONS SERVICES

Notice of the Ministry of Information Industry on Strengthening the Administration of Foreign Investment in Value-added Telecommunications
Services

July 13, 2006

Since the Provisions on the Administration of Telecommunications Enterprises with Foreign Investment (Order No. 333 of the State Council,
hereinafter referred to as the Provisions) were promulgated and adopted, most of the foreign investors have gone through the formalities
for examination and approval of establishment of foreign-funded telecommunications enterprises, and of licenses for telecommunications
services as well as other relevant formalities for examination and approval in strict accordance with the Provisions. They have entered
into the Chinese telecommunications service market to develop the value-added telecommunications services in accordance with relevant
laws. Yet recently, it has been found that some foreign investors combining with the value-added telecommunications companies within
China scheme to evade the requirements of the Provisions and engage in illegal value-added telecommunications services within the
territory of China by means of authorization of domain names and authorization of registered trademarks, etc. For the purpose of
further strengthening relevant administration of foreign investment in the value-added telecommunications services and safeguarding
an impartial market environment, the relevant issues are hereby notified as follows:

1.

A foreign investor that invests in the telecommunications services within the territory of China shall, in strict accordance with
the Provisions, apply for establishing a foreign-funded telecommunications enterprise and a corresponding license for telecommunications
operation. A foreign investor that fails to go through the said procedures subject to relevant laws may not make any investment in
the telecommunications business within the territory of China.

A telecommunications enterprise within the territory of China may not lease, shift or sell any license for telecommunications business
in any form, or provide resources, places and facilities or any other condition for any foreign investor to engage in any illegal
telecommunications operation by any means within the territory of China.

A telecommunications enterprise within the territory of China that lists out of the territory of China shall be subject to the inspection
and approval of the information industry competent authorities of the State Council and obtain the approval in accordance with relevant
provisions of the State.

2.

The administrative bureau of telecommunications of a province, autonomous region or municipality directly under the State Council
shall strengthen the administration of foreign investment in value-added telecommunications services and regulate the cooperation
between foreign investors and value-added telecommunications companies within the territory of China in their administration of market
access and regulation subject to the requirements as follows:

(1)

The domain name of the Internet: In accordance with the provisions of Subparagraph (3) of Article 13 in the Regulation of the People’s
Republic of China on Telecommunications, a business operator of telecommunications services shall have the capability or reputation
of providing its clients with long-term services. In view that the domain name of the Internet is an significant resource in carrying
out relevant business of value-added telecommunications services, as well as a persuasive indicator of the capability or reputation
of providing its clients for long-term services, the domain name of the Internet shall be legally held by a business operator of
value-add telecommunications services (including any shareholder thereof).

(2)

The registered trademark: In accordance with the provisions of Subparagraph (3) of Article 13 in the Regulation of the People’s Republic
of China on Telecommunications, a business operator of value-added telecommunications services shall have the capability or reputation
of providing its clients with long-term services. In view that the registered trade-mark is an important intangible asset to develop
the business of telecommunications services, as well as a performance indicator of providing its clients with long-term services,
as a result, the trademark as employed by the business operator of value-added telecommunications services shall be legally held
by the business operator itself (any shareholder thereof).

(3)

The setting of sites, servers or other facilities: An entity applying for the business of value-added telecommunications services
shall have the necessary sites and facilities, as described in Subparagraph (3) of Article 6 in the Measures for the Administration
of the Business License for Telecommunications Services. The sites and facilities referred to in the aforesaid Measures shall be
established within the scope as prescribed by the Business License and be consistent with the value-added telecommunications business
that the operator has obtained the approval for running.

(4)

The measures for safeguarding the network information: A business operator of value-added telecommunications services shall perfect
relevant measures for safeguarding the network and information, establish relevant administrative system for information safety,
set up the procedures for handling emergencies of network and information safety and implement the liabilities of information safety
in accordance with the Basic Requirements for Safeguarding the Network Information of Value-added Telecommunications Business (YDN126-2005).

3.

The administrative bureau of telecommunications of a province, autonomous region or municipality directly under the Central Government
shall further strengthen the examination on the setting of domain names, registered trademarks and servers or other facilities as
well as the materials concerning commitment on safeguarding of information in the routine work of inspection and approval of the
business license for value-added telecommunications business, and may not give any approval to any entity that fails to observe the
said requirements.

4.

The administrative bureau of communications of a province, autonomous region or municipality directly under the Central Government
shall organize the company that has obtained a business license for value-added telecommunications services to conduct self-examination
and self-correction under the said requirements and carry out the surveillance and examination on the results of self-examination
and self-correction as reported by the business operators of value-added telecommunications services. A key inspection shall be performed
on the spotlighted companies to which the consumers’ attention is attached. In case of any business operator failing to comply with
the relevant requirements, it shall be ordered to correct within a time limit. Any entity that fails to correct beyond the time limit
may be cancelled of its business license for telecommunications services subject to relevant laws.

If there is any problem in the relevant work, please timely contact this Ministry , and the result of surveillance and examination
shall be submitted to this Ministry prior to November 1, 2006.

Contact department: the Administrative Bureau of Telecommunications under the Ministry of Information Industry

Contact Telephone (Fax): 66012301

Email: shcc@mii.gov.cn



 
the Ministry of Information Industry
2006-07-13

 






ANNOUNCEMENT NO. 50, 2006 OF MINISTRY OF COMMERCE, COMMISSION OF SCIENCE TECHNOLOGY AND INDUSTRY FOR NATIONAL DEFENSE AND GENERAL ADMINISTRATION OF CUSTOMS, ON IMPLEMENTING TEMPORARY EXPORT CONTROL MEASURES ON RELATED PRODUCTS OF GRAPHITE CATEGORY

Announcement No. 50, 2006 of Ministry of Commerce, Commission of Science Technology and Industry for National Defense and General
Administration of Customs, on Implementing Temporary Export Control Measures on Related Products of Graphite Category

[2006] No. 50

In accordance with Article 17 of the Regulations on the Administration of the Export of Dual-Use (Military and Civil) Nuclear Facilities
and Related Technologies of PRC and with the approval of the State Council, related products of graphite category are to be implemented
with temporary export control measures.

The Trade Name and Customs Coding of related products of graphite category are notified as follows:

In accordance with the Regulations on the Administration of the Export of Dual-Use (Military and Civil) Nuclear Facilities and Related
Technologies of PRC, the above-mentioned products shall be exported only with permits. And the Customs shall transact checking and
clearance procedures with Import and Export License of Dual-Use Facilities and Technologies, issued by Ministry of Commerce and its
authorized provincial departments of commercial administration.

The Measures shall be put into effect as from December 1, 2006.

Ministry of Commerce

Commission of Science Technology and Industry for National Defense

General Administration of Customs

July 27, 2006



 
Ministry of Commerce, Commission of Science Technology and Industry for National Defense, General Administration of
Customs
2006-07-27

 






REPLY OF THE STATE COUNCIL ON THE PLAN FOR CONTROLLING THE NATIONWIDE TOTAL DISCHARGE VOLUME OF MAJOR POLLUTANTS IN THE 11TH FIVE-YEAR PLAN PERIOD

Reply of the State Council on the Plan for Controlling the Nationwide Total Discharge Volume of Major Pollutants in the 11th Five-year
Plan Period

Guo Han [2006] No.70

The Governments of all provinces, autonomous regions and municipalities directly under the central government, the National Development
and Reform Commission, the Ministry of Supervision, the State Environmental Protection Administration, and the National Bureau of
Statistics,

The Request for Instructions on the Application for Approval to the Plan for Controlling the Nationwide Total Discharge Volume of
Major Pollutants in the 11th Five-year Plan Period (Huan Fa [2006]No.90) from the State Environmental Protection Administration and
the State Development and Reform Commission has been received and the reply is as follows:

I.

The State Council agrees in principle to the Plan for Controlling the Nationwide Total Discharge Volume of Major Pollutants in the
11th Five-year Plan Period (hereinafter referred as the Plan).

II.

The target to reduce nationwide total discharge volume of the major pollutants by 10% in the 11th Five-year Plan period is a restrictive
requirement determined by the Outline of the 11th Five-year Plan for National Economic and Social Development. The local governments
in all provinces (autonomous regions, and municipalities directly under the central government) must carry it out strictly, without
any dissent. The target for controlling total discharge volume of chemical oxygen demand and sulfur dioxide for each province mentioned
in the Plan is the lowest requirement, which shall not be broken up.

III.

All provinces (autonomous regions and municipalities directly under the central government) shall incorporate the target for controlling
total discharge volume of major pollutants set in the Plan into both their local 11th Five-year plans and annual plans for economic
and social development, by distributing the responsibilities and duties to the lower levels of government and the major enterprises
discharging pollutants for implementation. Try to draw up programs for actions, decide on the project measures to be taken and guarantee
the funding, implement licensing system for discharging pollutants strictly, carry out strict supervision on the implementation law,
intensify supervision on the enterprises by investigating and punishing them severely for illegal discharge of pollutants; simultaneously,
try to change the mode of economic development by operable and workable means and reduce pollution from the source, so as to ensure
the achievement of the target for controlling the total discharge volume of the pollutants.

IV.

All the related government departments under the State Council shall exert more efforts to give instruction, support and supervision
on the implementation of the Plan, according to their own functions and duties. The State Environmental Protection Administration,
the State Statistics Bureau and the State Development and Reform Commission shall make public the total discharge volume of major
pollutants in all provinces (autonomous regions and municipalities directly under the central government) semiannually, and together
with the Ministry of Supervision, carry out annual check and assessment on the implementation of the Plan. The results of the check
and assessment shall be reported to the State Council.

Appendix: Plan for Controlling Nationwide Total Discharge Volume of Major Pollutants in the 11th Five-year Plan Period

The State Council

August 5, 2006
Appendix:
Plan for Controlling Nationwide Total Discharge Volume of Major Pollutants in the 1th1 Five-year Plan Period

I.

According to the objectives on environmental protection set in the Outline of the 11th Five-year Plan for National Economic and Social
Development, (hereinafter referred to as the Outline), we formulate this Plan.

II.

During the 11th Five-year Plan period, the state will carry out planned administration on the total discharge volume of two major
pollutants, i.e. chemical oxygen demand and sulfur dioxide, taking the results of environmental statistics in 2005 as the discharge
base. It is planned to achieve the target that by 2010, the nationwide total discharge volume of the major pollutants decreases by
10% against that of 2005, specifically referring to that chemical oxygen demand decreases from 14.14million tons to 12.73 million
tons and that of sulfur dioxide from 25.49 million tons to 22.94 million tons. Moreover, in the major river basins and sea areas
to which the state has given priority in terms of prevention and control of water pollution, the total discharge volume of other
pollutants shall also be controlled, such as ammonia nitrogen (total nitrogen), total phosphor, etc, and the control target thereof
will be released in each specific plan, implemented by the related regional governments respectively and examined uniformly by the
State. And the state will carry out a unified assessment. The regional governments are encouraged to add more kinds of pollutants
that shall be controlled with more attention into the local plan for controlling the total discharge volume of pollutants, based
on the local environmental conditions.

III.

The distribution principles of the target for controlling the total discharge volume of major pollutants are as follows: on the premise
that the nationwide target is completed, the state will implement different policies in different regions, taking into consideration
all the differences in such aspects as environment condition, environment capacity, discharge base, level of economic development
and ability of reducing pollution in the eastern, middle and western regions as well as the plans for the prevention and control
of specific pollutants.

IV.

In the 11th Five-year Plan period, the major project measures for reducing the total discharge volume of chemical oxygen demand lie
in accelerating and intensifying the construction and operation management of sewage treatment facilities; and for sulfur dioxide,
the measures lie in supervising the construction and operation management of the desulfuration facilities in currently-used and newly-built
coal-fired power plants. Simultaneously, more efforts are needed to prevent and control the sources of pollution and strict supervision
shall be laid on the implementation of the policies, so that the pollutants are steadily discharged within the required target. Advanced
technologies are promoted to be actively used in the projects for newly-built, extended and reconstructed facilities, by strictly
carrying out the system of “doing three jobs simultaneously” (designing, construction and putting into operation). According to the
national industrial policy, the restructuring and upgrading of the industry shall be accelerated. As a result, the objective of the
increase of production without increase of pollution or with the decrease of pollution will be achieved. In the key industries, such
as power industry, metallurgical industry, building materials industry, chemical industry, paper-making industry, textile industry,
printing and dyeing industry, food and brewing industry, etc, clean production and recycling economy with the decrease of energy
consumption and pollution are favored and promoted.

V.

The target for controlling the total discharge volume of chemical oxygen demand and sulfur dioxide is set on the basis of the Outline,
so it is obligatory. The local governments shall incorporate the target into both their local 11th Five-year plans and annual plans
for economic and social development by distributing the responsibilities and duties to the lower levels of government and the enterprises
discharging pollutants. And the plans shall be implemented strictly. By summing up the experience of implementing the system of controlling
total discharge volume of pollutants in the 9th and 10th Five-year Plan periods, we draw up the program for actions and administration
methods, including implementing licensing system for discharging pollutants, guaranteeing the project measures and funding, carrying
out laws strictly, intensifying supervision on the enterprises by investigating and punishing them severely for the illegal discharge
of pollutants, so as to ensure the achievement of the targets set in the plans.

VI.

As from 2006, the State Environmental Protection Administration, the State Statistics Bureau and the State Development and Reform
Commission will make public the discharge volume of chemical oxygen demand and sulfur dioxide in each locality semiannually, and
together with related government departments, carry out annual check and assessment; by 2008, a mid-term assessment on the implementation
of the Plan will be carried out, followed by a final one by 2010. The results of the checks and assessments will be announced publicly.



 
The State Council
2006-08-05

 






REPLY OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUE OF LEVYING CONSUMPTION TAX ON PURCHASED AUTOMOBILES REFITTED FROM COMPLETE VEHICLES

Reply of the State Administration of Taxation on the Issue of Levying Consumption Tax on Purchased Automobiles Refitted from Complete
Vehicles

Guo Shui Han [2006] No. 772

The State Administration of Taxation of Chongqing Municipality,

Your “Request for Instruction on Whether to Levy Consumption Tax on Purchased Special Automobiles Refitted from Complete Vehicles”
(Yu Guo Shui Fa No. 98 [2006]) has been received. And hereby we give our reply as follows:

The formulation of the provisions in the Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting
and Improving Consumption Tax Policies (Cai Shui No. 33 [2006]) on levying consumption tax on the vehicles refitted or transformed
from vehicle chassis (frames) is to resolve the question that under what sub-item (passenger vehicles or medium or light commercial
passenger vehicles) shall consumption tax be levied on the vehicles refitted or transformed from the chassis (frames) of different
kinds of vehicles, instead of limiting the levy of consumption tax only on refitted or transformed vehicles of such categories. Consumption
tax shall also be, in accordance with provisions, levied on the purchased automobiles refitted from complete passenger vehicles or
complete medium or light commercial passenger vehicles.

The State Administration of Taxation

August 15, 2006



 
State Administration of Taxation
2006-08-15

 






CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON TRANSMITTING THE CIRCULAR OF GENERAL ADMINISTRATION OF CUSTOMS ON RELEVANT ISSUES CONCERNING THE RESUMPTION OF THE ISSUANCE OF COUPLET OF CERTIFICATION OF DECLARATION BILL FOR EXPORT GOODS ON GOLD AND ITS ORNAMENTAL ARTICLES

Circular of the State Administration of Taxation on Transmitting the Circular of General Administration of Customs on Relevant Issues
concerning the Resumption of the Issuance of Couplet of Certification of Declaration Bill for Export Goods on Gold and its Ornamental
Articles

Guo Shui Han [2006] No. 814

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

In order to solve the problem that some export enterprises are unable to go through the formalities of tax exemption for the export
of products containing gold, the General Administration of Customs, after discussions, released the Circular of General Administration
of Customs on Relevant Issues concerning the Resumption of the Issuance of Couplet of Certification of Declaration Bill for Export
Goods on Gold and its Ornamental Articles (Shu Jian Fa [2006] No. 313). And this document coded Shu Jian Fa [2006] No. 313 is hereby
transmitted to you, please implement it in accordance with relevant provisions.

Where the Couplet of Export Rebate of the Declaration Bill for Export Goods for the relevant products containing gold before the release
of the document coded Shu Jian Fa [2006] No. 313 is unable to de acquired due to the implementation of the Circular of the General
Administration of Customs on Suspending the Issuance of the Couplet of Export Rebate Certification of the Declaration Bill for Export
Goods on Gold Raw Materials of Gold Ornamental Articles (Shu Tong [2000] No. 486), the export enterprise concerned shall be allowed
to go through the formalities of tax exemption with the relevant certifications issued by the customs authorities and the special
invoice for value-added tax, the verifying and writing-off instrument for received foreign exchange and other evidentiary documents.

Annex: Circular of General Administration of Customs on Relevant Issues concerning the Resumption of the Issuance of Couplet of Certification
of Declaration Bill for Export Goods on Gold and its Ornamental Articles

State Administration of Taxation

August 22, 2006
Annex:
Circular of General Administration of Customs on Relevant Issues concerning the Resumption of the Issuance of Couplet of Certification
of Declaration Bill for Export Goods on Gold and its Ornamental Articles

Shu Jian Fa [2006] No. 313

Guangdong Branch Office, Tianjin and Shanghai Agencies, all the customs authorities directly under the General Administration of Customs,
all educational institutions:

Letter of Shenzhen Customs on Asking for Instruction on the Question of Export Rebate in Relation to Export of Products Containing
Gold (Shen Guan Shen [2006] No. 252) is recently received, and after studies and discussions with the State Administration of Taxation,
a circular is hereby given on relevant issues as follows:

In accordance with the policy provisions that “no rebate shall be given to export of gold and gold raw materials of gold ornamental
articles” in the Circular of the Ministry of Finance, the State Administration of Taxation, and the People’s Bank of China on Relevant
Taxation Provisions concerning the Distribution, Sale and Export of Gold, the General Administration of Customs released the Circular
of the General Administration of Customs on Suspending the Issuance of the Couplet of Export Rebate Certification of the Declaration
Bill for Export Goods on Gold Raw Materials of Gold Ornamental Articles (Shu Tong [2000] No. 486), suspending the issuance of the
Couplet of Certification of the Declaration Bill for Export Goods on export of gold and its ornamental articles.

In 2005 and 2006, the State Administration of Taxation released successively the Circular of the State Administration of Taxation
on the Taxation Policy for the Export of Products Containing Gold (Guo Shui Fa [2005] No. 125), and the Supplementary Circular of
the State Administration of Taxation on Relevant Issues concerning the Carrying-out of a Tax Exemption Policy on Products Containing
Gold (Guo Shui Fa [2006] No. 10), prescribing that “an enterprise, when going through the formalities of value-added tax exemption
for products containing gold, shall provide the Couplet of Certification of Declaration Bill for Export Goods issued by the customs
authorities”.

In order to cooperate with the State Administration of Taxation in carrying out its policy of value-added tax exemption on export
of products containing gold, and after studies, the document coded Shu Tong [2000] No. 486 shall be abolished as of the release of
this Circular, and the issuance of the Couplet of Certification of Declaration Bill for Export Goods (exclusively used for tax rebate)
shall be resumed. With regard to gold and its ornamental articles which are exported before the release of this Circular, the State
Administration of Taxation shall notify the relevant authorities in charge of tax rebate to handle the formalities of value-added
tax exemption and credit upon the relevant invoices provided by the enterprises, and the customs authorities will not reissue the
Couplet of Certification of Declaration Bill for Export Goods.

Please abide by and implement the aforesaid provisions.

General Administration of Customs

August 21, 2006



 
State Administration of Taxation
2006-08-22

 






PARTNERSHIP ENTERPRISE LAW OF THE PEOPLE’S REPUBLIC OF CHINA (AMENDED IN 2006)






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

No. 55

The Partnership Enterprise Law of the People’s Republic of China has been amended and adopted at the 23rd session of the Standing
Committee of the 10th National People’s Congress of the People’s Republic of China on August 27, 2006. The amended Partnership Enterprise
Law of the People’s Republic of China is hereby promulgated, and shall come into force as of June 1, 2007.
Hu Jintao, the President of the People’s Republic of China

August 27, 2006.

Partnership Enterprise Law of the People’s Republic of China (Amended in 2006)

(Adopted at the 24th session of the Standing Committee of the 8th National People’s Congress on February 23, 1997; amended at the
23rd session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on August 27, 2006)

Table of Contents
Chapter I General Provisions

Chapter II Common Partnership Enterprises

Section 1 Establishment of a Partnership Enterprise

Section 2 Property of a Partnership Enterprise

Section 3 Execution of Partnership Affairs

Section 4 Relationship between a Partnership Enterprise and a Third Person

Section 5 Admission to and Withdrawal from a Partnership

Section 6 Special Common Partnership Enterprises

Chapter III Limited Liability Partnership Enterprises

Chapter IV Dissolution and Liquidation of Partnership Enterprises

Chapter V Legal Liabilities

Chapter VI Supplementary Provisions
Chapter I General Provisions

Article 1

The present law is formulated in order to regulate the acts of partnership enterprises, protect the legitimate rights and interests
of partnership enterprises as well as their partners and creditors, maintain the social and economic order and promote the development
of the socialist market economy.

Article 2

The term “partnership enterprise” as mentioned in the present Law refers to the common partnership enterprises and limited liability
partnership enterprises which are established within China by natural persons, legal persons and other organizations according to
the present law.

A common partnership enterprise comprises of common partners who bear unlimited and joint liabilities for the debts of the partnership
enterprise. Where the present Law has any special provision on the way by which the common partners shall bear liabilities, these
special provisions shall prevail.

A limited liability partnership enterprise comprises of common partners and limited partners. The common partners shall bear unlimited
and joint liabilities for the debts of the limited liability partnership enterprise, and the limited partners shall bear the liabilities
for its debts to the extent of their capital contributions.

Article 3

No wholly state-funded company, state-owned company, listed company, public-welfare-oriented institution or social organization may
become a common partner.

Article 4

The partnership agreement shall be concluded in written form and upon the consensus of all partners.

Article 5

The principles of willingness, equality, fairness and good faith shall be followed in the conclusion of a partnership agreement and
in the establishment of a partnership enterprise.

Article 6

As for the production and business operation incomes and other incomes of a partnership enterprise, the partners shall pay their
respective income taxes according to the relevant taxation provisions of the state.

Article 7

A partnership enterprise and its partners shall observe the laws, administrative regulations, social morals and commercial morals,
and bear social liabilities.

Article 8

The legitimate properties, rights and interests of a partnership enterprise and its partners are protected by law.

Article 9

When applying for the establishment of a partnership enterprise, the applicant shall file with the enterprise registration organ
a registration application, the partnership agreement, identity certificates of the partners and other documents.

Where the business scope of a partnership enterprise contains any item that is subject to approval prior to registration according
to laws or administrative regulations, such business shall be subject to approval according to law, and the approval document shall
be submitted at the time of registration.

Article 10

Where the registration application materials submitted by an applicant are complete and conform to the legal form, and the enterprise
registration organ is able to complete the registration on the spot, the enterprise registration organ shall do so and shall issue
a business license to the applicant.

Except for the circumstance as described in the preceding Paragraph, the enterprise registration organ shall, within 20 days after
it accepts an application, decide whether or not to register it. If it decides to register it, it shall issue a business license
to the applicant; if it decides not to register it, it shall give a written reply to the applicant and make an explanation.

Article 11

The date of issuance of the business license of a partnership enterprise shall be the date of establishment of the partnership enterprise.

Before a partnership enterprise draws a business license, its partners may not engage in any partnership business in the name of a
partnership enterprise.

Article 12

Where a partnership enterprise intends to establish a branch, it shall go to the enterprise registration organ of the place where
the to-be-established branch is located to apply for registration and obtain a business license.

Article 13

Where any of the partnership enterprise registration items is changed, the partners executing the partnership affairs shall, within
15 days after they make the decision of change or after the cause of change occurs, apply to the enterprise registration organ for
modifying the registration.

Chapter II Common partnership Enterprises

Section 1 Establishment of a Partnership Enterprise

Article 14

To establish a partnership enterprise, the following conditions shall be met:

(1)

having two or more partners. If the partners are natural persons, they shall have complete civil capacity;

(2)

having a written partnership agreement;

(3)

having capital contributions subscribed to or actually paid by the partners;

(4)

having a name and a production and business operation place for the partnership enterprise; and

(5)

other conditions as prescribed by laws and administrative regulations.

Article 15

The words “Common Partnership” shall be indicated in the name of a partnership enterprise.

Article 16

A partner may make capital contributions by currency, in kind, or by intellectual property right, land use right or other properties,
or labor services.

When a partner intends to make capital contributions in kind, by intellectual property right, land use right or other properties,
if the prices thereof need to be assessed, the price may be determined by all partners through negotiation or may be assessed by
a statutory assessment institution entrusted by all partners.

Where a partner makes capital contributions by labor services, the assessment method shall be determined by all partners through negotiation,
and shall be stated in the partnership agreement.

Article 17

A partner shall fulfill the capital contribution obligation in light of the way and amount of capital contribution and the time limit
for payment as stipulated in the partnership agreement.

As for the capital contributions in non-monetary properties for which the formalities for the transfer of property right shall be
gone through according to laws or administrative regulations, the partner shall go through the said formalities.

Article 18

The partnership agreement shall clearly state the following matters:

(1)

the name and address of the main business operation place of the partnership enterprise;

(2)

the purpose and business scope of the partnership;

(3)

the name and domicile of each partner;

(4)

the ways and amounts of capital contribution by partners and the time limits for payment;

(5)

the ways for profit distribution and loss sharing;

(6)

the execution of the partnership affairs;

(7)

the admission to and withdrawal from the partnership;

(8)

the settlement of disputes;

(9)

the dissolution and liquidation of the partnership enterprise; and

(10)

the liabilities for breach of contract.

Article 19

The partnership agreement shall become effective after all partners affix their signatures or seals to it. The partners shall, in
light of the partnership agreement, enjoy their rights and perform their duties.

The modification or supplement of a partnership agreement shall be subject to the unanimous consent of all partners, unless it is
otherwise stipulated in the partnership agreement.

The matters that are not stipulated or not clearly stipulated in the partnership agreement shall be decided by the partners through
negotiation. In the case of failure of negotiation, they may be handled according to the present Law, other laws and administrative
regulations.

Section 2 Property of a Partnership Enterprise

Article 20

All the capital contributions made by partners, the proceeds and other properties acquired in the name of the partnership shall be
the properties of the partnership enterprise.

Article 21

Prior to the liquidation of a partnership enterprise, no partner may request to divide the properties of the partnership enterprise,
unless it is otherwise provided for in the present Law.

Where a partner privately transfers or disposes the properties of a partnership enterprise prior to liquidation, the partnership enterprise
may not challenge any third party with good faith.

Article 22

When a partner transfers its entire or partial share of his properties in a partnership enterprise, he shall acquire the unanimous
consent of all other partners, unless it is otherwise provided for in the partnership agreement.

In the case of transfer of a partner’ entire or partial share of properties in a partnership enterprise to another partner, the other
partners shall be notified of this transfer.

Article 23

Where a partner intends to transfer his entire or partial share of properties in a partnership enterprise to a non-partner, the other
partners have preemptive rights to purchase the properties under the same conditions, unless it is otherwise provided for in the
partnership agreement.

Article 24

Where a non-partner accepts a partner’s share of properties in a partnership enterprise according to law, he becomes a partner of
the partnership enterprise as soon as the partnership agreement is modified, and shall enjoy the rights and perform the obligations
according to the present Law and the post-modification partnership agreement.

Article 25

Where a partner puts his share of properties in the partnership enterprise in pledge, it shall acquire the unanimous consent of other
partners. Without the unanimous consent of other partners, his act shall be invalidated. In case such an act results in any loss
to the bona fide third party, the act doer shall assume the liabilities for compensation.

Section 3 Execution of Partnership Affairs

Article 26

The partners shall enjoy equal rights to the execution of partnership affairs.

In accordance with the stipulations in the partnership agreement or upon the decision of all partners, one or several partners may
be authorized to execute the partnership affairs on behalf of the partnership enterprise.

Where a legal person partner or any other organization partner executes the partnership affairs, the representative it authorizes
shall executes the partnership affairs.

Article 27

Where one or several partners are entrusted to execute the partnership affairs according to Paragraph 2 of Article 26 of the present
Law, the other partners may no longer execute the partnership affairs.

The partners, who do not execute the partnership affairs, shall have the right to supervise the execution of the partnership affairs.

Article 28

Where one or several partners execute the partnership affairs, they shall regularly report to the other partners the conditions on
the execution of relevant affairs, the business operations and financial status of the partnership enterprise. The proceeds derived
from the execution of the partnership affairs shall attribute to the partnership enterprise, and the expenses and losses incurred
from it shall be paid by the partnership enterprise.

In order to know the conditions on the business operation and financial status of the partnership enterprise, the partners shall have
the right to inquire the account books and other financial materials of the partnership enterprise.

Article 29

Where each partner execute the partnership affairs respectively, the affair-executing partners may raise objections to the affairs
executed by other partners. When raising objections, the execution of such affairs shall be suspended temporarily. In case any dispute
arises, a decision shall be made according to Article 30 of the present Law.

Where a partner, entrusted to execute the partnership affairs, fails to execute the partnership affairs according to the partnership
agreement or the decision of all partners, the other partners may decide to revoke the entrustment.

Article 30

The partners shall make a resolution on the relevant matters of the partnership enterprise, and shall handle them by voting as stipulated
in the partnership agreement. If it is not stipulated or not clearly stipulated in the partnership agreement, the voting method of
“one partner, one vote” and “pass upon more than half of the votes of all partners” shall be adopted.

If it is otherwise provided for in the present Law for the voting method of a partnership enterprise, thee provisions shall prevail.

Article 31

Unless it is otherwise prescribed in the partnership agreement, the following items of a partnership enterprise shall be subject
to the unanimous consent of all partners:

(1)

changing the name of the partnership enterprise;

(2)

changing the business scope and the address of the main business place of the partnership enterprise;

(3)

disposing of the real property of the partnership enterprise;

(4)

transferring or disposing of the intellectual property and other property rights of the partnership enterprise;

(5)

providing guarantees to others in the name of the partnership enterprise; and

(6)

hiring a non-partner to act as a business manager of the partnership enterprise.

Article 32

No partner may, solely or jointly with others, operate any business competing with the partnership enterprise.

Unless it is otherwise prescribed in the partnership agreement or is unanimously approved by all partners, no partner may have any
trade with the partnership enterprise.

No partner may engage in any activity that may impair the interests of the partnership enterprise.

Article 33

The distribution of profits or share of losses of the partnership enterprise shall follow the stipulations in the partnership agreement.
In case it is not stipulated or not clearly stipulated in the partnership agreement, a decision shall be made by the partners through
negotiation. In case it is failed to conclude any negotiation, the distribution of profits or share of losses shall be made in proportion
to the actual capital contributions made by the partners. In case it is unable to determine the proportions of capital contributions,
the profits or losses shall be distributed or shared equally by the partners.

It shall not be stipulated in the partnership agreement that all profits will be distributed to only part of the partners or that
part of the partners will bear all losses.

Article 34

The partners may, in accordance with the stipulations in the partnership agreement or the decision of all partners, increase or decrease
their capital contributions to the partnership enterprise.

Article 35

A business manager hired by the partnership enterprise shall perform his duties within the scope authorized by the partnership enterprise.

Where a business manager hired by the partnership enterprise performs his duties beyond the scope authorized by the partnership enterprise,
or he brings any loss to the partnership enterprise because of his intentional or serious fault, he shall be liable for compensation
according to law.

Article 36

The partnership enterprise shall, according to laws and administrative regulations, establish an enterprise financial and accounting
system.

Section 4 Relationship between a Partnership Enterprise and a Third Person

Article 37

The restrictions of a partnership enterprise on the partners’ execution of partnership affairs as well as on their rights to represent
the partnership enterprise in the face of outsiders shall not challenge any bona fide third party.

Article 38

As for its debts, the partnership enterprise shall first pay with all of its properties.

Article 39

Where a partnership enterprise fails to discharge any mature debt, the partners shall bear unlimited joint liabilities.

Article 40

Where the amount of payment made by a partner exceeds the loss-sharing proportion as prescribed in Paragraph 1 of Article 33 of
the present Law since he bears unlimited and joint liabilities, he shall have right to demand the other partners to make reimbursements.

Article 41

Where any debt irrelevant to the partnership enterprise occurs with a partner, the relevant creditor may not offset its credit against
the debt it owes to the partnership enterprise, nor may it exercise the said partner’s rights in the partnership enterprise by substituting
this partner.

Article 42

In case the partner’s own properties are insufficient to pay off its debt irrelevant to the partnership enterprise, this partner
may use the proceeds acquired from the partnership enterprise to pay for the debt. The creditor may also request the people’s court
to enforce the repayment of the debt with the said partner’s property shares in the partnership enterprise according to law.

When the people’s court enforces the repayment of the debt with the said partner’s property shares, it shall send a notice to all
partners. The other partners have the preemptive right to the property shares of the said partner. If the other partners neither
purchase it, nor consent to transfer it to others, a withdrawal settlement shall be made for this partner according to Article 51
of the present Law, or a settlement shall be made to decrease the property shares of this partner correspondingly.

Section 5 Admission to and Withdrawal from Partnership

Article 43

The admission of a new partner shall be subject to the unanimous consent of all partners, and a written agreement shall be concluded,
unless it is otherwise prescribed in the partnership agreement.

When concluding an agreement on the admission to the partnership, the original partners shall faithfully inform the new partner(s)
of the business operation and financial status of the original partnership enterprise.

Article 44

The new partners admitted to a partnership enterprise shall enjoy the same rights and bear the same liabilities as the original partners.
If it is otherwise prescribed in the partnership agreement, the prescriptions shall prevail.

The new partners shall bear unlimited and joint l liabilities for the debts of the partnership enterprise incurred before it is admitted
to a partnership enterprise.

Article 45

Where the term of operation of a partnership business has been set in the partnership agreement, a partner may, during the period
of existence thereof, withdraw from partnership in any of the following cases:

(1)

Any cause for withdrawal from partnership as stipulated in the partnership agreement occurs;

(2)

All partners agree to the withdrawal;

(3)

Any cause to make the said partner difficult to remain in the partnership occurs; or

(4)

Other partners seriously violate their obligations as stipulated in the partnership agreement.

Article 46

Where a partnership agreement fails to stipulate the term of partnership, a partner may withdraw from the partnership, provided that
the execution of the affairs of the partnership enterprise will not be affected, but he shall inform the other partners 30 days prior
to his withdrawal.

Article 47

Where any partner withdraws from a partnership in violation of Articles 45 and 46, he shall compensate for the losses that he has
incurred to the partnership enterprise.

Article 48

Where any partner is under any of the following circumstances, the said partner shall be deemed to have withdrawn naturally from
the partnership:

(1)

A natural person partner is deceased or declared deceased according to law;

(2)

He is insolvent of repayment capacity;

(3)

where the partner as a legal person or any other organization is suspended of his business license, or is ordered to close up for
revocation, or is declared bankrupt;

(4)

where a partner loses the relevant qualifications as required by law or as stipulated in the partnership agreement; or

(5)

where a partner’s entire property shares in the partnership business have been executed by the people’s court.

Where a partner is determined as a person without civil capacity or with limited civil capacity according to law, he may be changed
into a limited partner upon the unanimous consent of the other parties, and the common partnership enterprise shall be changed into
a limited partnership enterprise according to law. In case it fails to conclude the unanimous consent of the other partners, this
partner without civil capacity or with limited civil capacity shall withdraw from the partnership.

The withdrawal from the partnership shall take effect on the date when it is actually made.

Article 49

Where a partner is under any of the following circumstances, a resolution may be made to remove the said partner upon the unanimous
consent of the other partners:

(1)

failing to perform the obligation to make capital contributions;

(2)

bring any loss to the partnership enterprise due to intentional or serious wrongful act;

(3)

conducting any improper act when executing the partnership affairs; and

(4)

other causes as stipulated in the partnership agreement.

A written notice of the resolution on the removal of a partner shall be sent to the person who is removed. The removal shall become
effective on the date when the person who is removed receives the removal notice, and the to-be-removed person shall withdraw from
the partnership.

Where the removed person challenges the removal resolution, he may initiate a lawsuit to the people’s court within 30 days as of the
receipt of the removal notice.

Article 50

Where a partner is dead or declared to be dead, the heritor who enjoys the legitimate right to inherit the said partner’s property
shares in the partnership enterprise shall, in light of the stipulation of the partnership agreement or upon the unanimous consent
of all partners, obtain the qualification as a partner of the said partnership enterprise as of the date of succession.

Under any of the following circumstances, the partnership enterprise shall return the property shares of the inherited partner to
his heritor:

(1)

where the heritor is unwilling to become a partner;

(2)

where the heritor has not obtained the qualification as a partner as required by any law or as stipulated in the partnership agreement;
or

(3)

any other circumstances as stipulated in the partnership agreement, under which the heritor can not become a partner.

Where the heritor of the said partner is a person without civil capacity or with limited civil capacity, he may, upon the unanimous
consent of all partners, become a limited partner according to law, and the common partnership enterprise changes into a limited
partnership enterprise. In the case of the failure of unanimous consent of all partners, the partnership enterprise shall return
the property shares of the inherited partner to the heritor.

Article 51

When a partner withdraws from the partnership, the other partners shall, in light of the property status of the partnership enterprise
at the time of withdrawal, make a settlement and return the property shares to him. If the partner is liable to compensate the losses
to the partnership, the amount of compensation shall be deducted from the aforesaid property shares.

If there is any unfinished partnership affair at the time of withdrawal from the partnership, the settlement shall not be made until
it is finished.

Article 52

The measures for the return of property shares of the partnership enterprise to a partner who withdraws from the partnership shall
be stipulated in the partnership agreement or be decided by all partners. The return of property shares may be in money or in kind.

Article 53

The partner who withdraws from the partnership shall bear unlimited and joint liabilities for the debts that have been incurred to
the partnership enterprise before his withdrawal.

Article 54

When a partner withdraws from the partnership, if the properties of the partnership enterprise are less than its debts, he shall
share the losses according to Paragraph 1 of Article 33 of the present Law.

Section 6 Special Common Partnership Enterprises

Article 55

A professional service institution, which provides its clients with paid services on the basis of professional knowledge and special
skills, may be set up as a special common partnership enterprise.

The term “special common partnership enterprise” as mentioned in the Law refers to a common partnership enterprise in which the partners
bear liabilities according to Article 57 of the Law.

A special common partnership enterprise shall be subject to the provisions of this Section. If any matter is not provided for in this
Section, it shall be subject to the provisions of Sections 1 through 5 of this Chapter.

Article 56

In the name of a special common partnership enterprise, the words “special common partnership” shall be indicated clearly.

Article 57

A partner or several partners shall bear unlimited liabilities or unlimited and joint liabilities for the debts incurred to the partnership
enterprise due to his (their) intentional or serious wrongful act, and other partners shall bear liabilities in the limit of their
respective shares of property in the partnership enterprise.

All partners shall bear unlimited and joint liabilities for the debts incurred by any partner to the partnership enterprise due to
his intentional or serious wrongful act, and for other debts of the partnership enterprise.

Article 58

After the debts incurred by any partner to the partnership enterprise due to his intentional or serious wrongful act are paid with
the properties of the partnership enterprise, the said partner shall, in light of the stipulations of the partnership agreement,
be liable to compensate for the losses to the partnership enterprise.

Article 59

The special common partnership enterprise shall prepare a practicing risk fund and buy an occupational insurance.

The practicing risk fund shall be used for repaying the debts incurred by the partners during their practices, and shall be managed
by opening a separate bank account. The concrete measures for its management shall be formulated by the State Council.

Chapter III Limited Partnership Enterprises

Article 60

A limited partnership enterprise and its partners shall be subject to the provisions of this Chapter. In case any matter is not covered
in this Chapter, it shall be subject to the provisions of Sections 1 through 5 of Chapter II of the Law on common partnership enterprises
and their partners.

Article 61

A limited partnership enterprise shall be established by not less than 2 but not more than 50 partners, unless it is otherwise prescribed
by law.

A limited partnership enterprise shall have at least one common partner.

Article 62

In the name of a limited partnership enterprise, the words “limited partnership” shall be indicated clearly.

Article 63

A partnership agreement shall not only meet the provisions of Article 18 of the Law, but also shall state the following items:

(1)

the names and addresses of the common partners and limited partners;

(2)

the conditions which the partners to execute the partnership affairs shall meet, and the procedures for selecting such partners;

(3)

the limits on the power of the partners to execute the partnership affairs, and the measures for disposing of their breach of contract;

(4)

the conditions for removing partners to execute the partnership affairs, and the procedures for replacing them by new ones;

(5)

the conditions and procedures for the admission and withdrawal of limited partners, and other relevant liabilities; and

(6)

the procedures for the mutual conversion of limited partners and common partners.

Article 64

A limited partner may make capital contributions in money, in kind, or by intellectual property right, land use right or other properties.

No limited partner may make capital contributions by labor services.

Article 65

The limited partner shall make full payment of the capital contributions within the time limit as stipulated in the partnership agreement.
In case it fails to do so, it shall be obliged to make up the payment, and shall bear the liabilities for breach of the contract
to the other partners.

Article 66

The registration items of a limited partnership enterprise shall specify the name of each limited partner and the amount of capital
contributions subscribed to by him.

Article 67

The partnership affairs of a limited partnership enterprise shall be executed by the common partners. The partners to execute the
partnership affairs may request to confirm their remunerations and the way of obtaining the remunerations in the partne

ANNOUNCEMENT NO.50, 2006 OF THE GENERAL ADMINISTRATION OF CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA

Announcement No.50, 2006 of the General Administration of Customs of the People’s Republic of China

[2006] No.50

In accordance with the decision, the Customs Tariffs Committee imposed antidumping duty on imported Phenols from Japan, ROK, US and
Taiwan region of China, and the General Administration of Customs issued Announcement No. 3, 2004 therefor. In December, 2005, the
Ministry of Commerce decided to investigate the antidumping duty measure imposed on imported Phenols from LG Petrochemical Co. Ltd
of POK, and the General Administration of Customs issued Announcement No. 60, 2005 therefor, which stipulated that the Customs shall
levy antidumping deposit on the imported Phenols from LG Petrochemical Co. Ltd of POK which applied for import. In accordance with
the investigation result of new exporter review, the Customs Tariffs Committee of the State Council decided to adjust the anti-dumping
duty rate of imported Phenol from LG Petrochemical Co., Ltd. Under Announcement No. 64, 2006 of the Ministry of Commerce, the relevant
matters in respect of the implementation of the Customs are hereby notified as follows:

1.

As from September 5, 2006, while applying for importing Phenol from LG Petrochemical Co., Ltd., the anti-dumping deposit money shall
not be imposed in accordance with regulations of Announcement No. 60, 2005 of the General Administration of Customs.

2.

As from September 5, 2006, while applying for importing Phenol from LG Petrochemical Co., Ltd., the anti-dumping duty rate shall be
adjusted from 16% to 0%. The exceeding part of the already paid anti-dumping deposit money could be returned by the local Customs
in 6 month as from September 5, 2006.

3.

The anti-dumping duties on imported Phenol from Japan, ROK, the U.S. and Taiwan region of China shall still follow Announcement No.
3, 2004 of the General Administration of Customs.

Appendix: Announcement No. 64, 2006 of Ministry of Commerce of PRC

General Administration of Customs of PRC

September 1, 2006

 
General Administration of Customs of PRC
2006-09-01

 



CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE STANDARD OF THE TAXABLE AMOUNT OF COAL RESOURCE TAX OF LIAONING PROVINCE

Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting the Standard of the Taxable Amount of Coal
Resource Tax of Liaoning Province

Cai Shui [2006] No.138

The public finance department and the local taxation bureau of Liaoning Province:

It is decided upon deliberation that the standard of the taxable amount of coal resource tax of your province will be uniformly increased
to as 2.8 yuan per ton as of September 1, 2006.

Please abide hereby.

Ministry of Finance

State Administration of Taxation

September 8, 2006



 
Ministry of Finance, State Administration of Taxation
2006-09-08

 






CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE STANDARD OF THE TAXABLE AMOUNT OF COAL RESOURCE TAX OF HEBEI PROVINCE

Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting the Standard of the Taxable Amount of Coal
Resource Tax of Hebei Province

Cai Shui [2006] NO.137

The public finance department and the local taxation bureau of Hebei Province:

It is decided upon deliberation that the standard of the coal resource tax amount to be paid in your province will be increased to
3 yuan each ton as from September 1, 2006.

Please abide hereby.

Ministry of Finance

State Administration of Taxation

September 15, 2006



 
Ministry of Finance, State Administration of Taxation
2006-09-15

 






CIRCULAR OF THE CHINA SECURITIES REGULATORY COMMISSION ON TIME INTERVAL OF RESTARTING SHARE-TRADING REFORM ON THE FAILING OF SCHEME FOR SHARE-TRADING REFORM BY MEETING OF RELEVANT SHAREHOLDERS

Circular of the China Securities Regulatory Commission on Time Interval of Restarting Share-trading Reform on the Failing of Scheme
for Share-trading Reform by Meeting of Relevant Shareholders

Zheng Jian Fa [2006] No. 112

All the listed companies and the shareholders thereof and all the recommending institutions:

For the purpose of promoting the share-trading reform of listed companies, letting listed companies as many as possible accomplish
the share-trading reform in time, in accordance with the Measures for the Administration of the Share-trading Reform of Listed Companies
( Zheng Jian Fa [2005] No. 86), we hereby notify the issues concerning the time interval of restarting share-trading reform on the
failing of scheme for share-trading reform by meeting of relevant shareholders;

1.

If the scheme for share-trading reform is failed by the meeting of relevant shareholders, one month after the meeting of relevant
shareholders, the holders of non-tradable shares may again entrust the board of directors of the company to call in the relevant
shareholders for a meeting on the share-trading reform, in accordance with the regulations of Article 5 in the Measures for the
Administration of the Share-trading Reform of Listed Companies.

2.

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

The China Securities Regulatory Commission

September 26, 2006



 
China Securities Regulatory Commission
2006-09-26

 






1...345...83Page 4 of 83

CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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