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NOTARIZATION LAW

Notarization Law of the People’s Republic of China

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

No. 39 

The Notarization Law of the People’s Republic of China, adopted at the 17th Meeting of the Standing Committee of the Tenth National
People’s Congress of the People’s Republic of China on August 28, 2005, is hereby promulgated and shall go into effect as of
March 1, 2006. 

Hu Jintao 

President of the People’s Republic of China 

August 28, 2005 

 

(Adopted at the 17th Meeting of the Standing Committee of the Tenth National People’s Congress on August 28, 2005) 

Contents 

Chapter I　General Provisions 

Chapter II　Notarial Institutions 

Chapter III　Notaries 

Chapter IV　Notarization Procedures 

Chapter V　The Effect of Notarization 

Chapter VI　Legal Liability 

Chapter VII　Supplementary Provisions 

Chapter I　General Provisions 

Article 1 This Law is enacted for the purpose of regulating notarial activities, ensuring that the notarial institutions and notaries
perform their duties in accordance with law, preventing disputes and protecting the legitimate rights and interests of the natural
persons, legal persons or other organizations. 

Article 2 Notarization means the act performed by a notarial institution, upon the application of a natural person, legal person
or other organization and following statutory procedures, to certify the authenticity and legality of a civil juristic act or a fact
or document of legal significance. 

Article 3 A notarial institution shall comply with law and shall adhere to the principles of objectiveness and impartiality when
doing notarization. 

Article 4 A China Notaries Association shall be set up for the country as a whole, and a local notaries association shall be set
up for each province, autonomous region, and municipality directly under the Central Government. The China Notaries Association and
the local notaries associations are public organizations with the status of legal person. The charter of the China Notaries Association
shall be formulated by the congress of its members and shall be submitted to the judicial administration department under the State
Council for the record. 

The notaries associations are self-disciplined organizations of the notarial sector. They shall carry out their activities in accordance
with their charter and shall supervise the practices of the notarial institutions and the notaries. 

Article 5 The judicial administration departments shall, in accordance with the provisions of this Law, exercise supervision over
and provide guidance to the notarial institutions, notaries and notaries associations. 

Chapter II　Notarial Institutions 

Article 6 A notarial institution is a lawfully established, non-profit certifying institution that independently performs the notarial
functions and bears civil liabilities in accordance with law. 

Article 7 A notarial institution may, in compliance with the principle of overall planning and rational distribution, be established
in a county, a city not divided into districts, a city divided into districts, a municipality directly under the Central Government
or a district directly under a city. One or more notarial institutions, may be established in a city divided into districts, or a
municipality directly under the Central Government. Notarial institutions are not to be established at different levels in correspondence
with the administrative hierarchy. 

Article 8 To establish a notarial institution, the following conditions shall be met: 

(1) having its own name; 

(2) having a fixed office; 

(3) having two or more notaries; and 

(4) having the funds necessary for carrying out notarial work. 

Article 9 To establish a notarial institution, an application shall be submitted by the local judicial administration department
to the judicial administration department of the people’s government of the province, autonomous region, or municipality directly
under the Central Government for approval, and, after approval is granted in compliance with the prescribed procedure, a practicing
certificate of notarial institution shall be issued. 

Article 10 The person in charge of a notarial institution shall be elected from among the notaries who have practiced in this field
for three or more years, and he shall be subject to examination and approval by the local judicial administration department and
be reported to the judicial administration department of the people’s government of the province, autonomous region, or municipality
directly under the Central Government for the record. 

Article 11 Depending on the request of a natural person, legal person or other organization, the notarial institution shall notarize
for the following matters: 

(1) a contract; 

(2) succession; 

(3) the power of attorney, statement, gift, and will; 

(4) division of property; 

(5) bid invitation, tendering, and auction; 

(6) marital status, kindred relationship, and adoption relationship; 

(7) birth, existence, death, identity, experiences, educational background, degree, job post_title, professional post_title, and having or
not having illegal or criminal record; 

(8) articles of association of a company; 

(9) preservation of evidence; 

(10) signature, seal and date as indicated in a document, and duplicate or photocopy of a document conforming with the original document;
and 

(11) other matters for which a natural person, legal person or other organization voluntarily requests for notarization. 

For a matter that needs to be notarized as prescribed by laws or administrative regulations, the natural person, legal person or
any other organization concerned shall request a notarial institution for notarization. 

Article 12 Depending on the request of a natural person, legal person or other organization, the notarial institution may do the
following: 

(1) registration of matters required of a notarial institution by laws or administrative regulations; 

(2) preservation of evidence; 

(3) preservation of will, heritage or other property, articles and documents related to the matters for notarization; 

(4) making, for another person, legal documents related to matters for notarization; and 

(5) providing legal consultancy services related to notarization. 

Article 13 A notarial institution shall not do any of the following: 

(1) issuing a notarial certificate for an untrue or illegal matter; 

(2) destroying or fraudulently altering a notarial document or file; 

(3) vying for notarial business by defaming another notarial institution or notary, or by paying kickbacks or commissions, or by
other illegitimate means; 

(4) divulging State secrets, commercial secrets or personal privacy it has access to in its practices; 

(5 ) charging notarization fees in violation of the prescribed rates; or 

(6) committing other acts as prohibited by laws, regulations, or the judicial administration department under the State Council. 

Article 14 A notarial institution shall institute systems for the management of business, financial affairs and assets, supervise
the professional practices of its notaries and institute a system of liability for fault. 

Article 15 Notarial institutions shall obtain liability insurance for notarial practices. 

Chapter III　Notaries 

Article 16 A notary is a notarial practitioner who meets the requirements as prescribed by this Law and is working in a notarial
institution. 

Article 17 The number of notaries shall be determined according to the need of the notarial business. The judicial administration
department of the people’s government of a province, autonomous region, or municipality directly under the Central Government shall,
in light of the number of the notarial institutions established and the need of the notarial business, decide on a plan for the manning
of notaries and shall submit it to the judicial administration department under the State Council for the record. 

Article 18 To serve as a notary, one shall meet the following requirements: 

(1) having the nationality of the People’s Republic of China; 

(2) being between 25 and 65 years old; 

(3) being fair-mainded and upright, observing laws and rules of discipline, and being of good moral character; 

(4) having passed the national judicial examination; and 

(5) having served as an intern in a notarial institution for two or more years, or having three or more years of experiences in another
legal profession and having served as an intern in a notarial institution for one year or more, and being professionally qualified. 

Article 19 A person who has been engaged in teaching or research of law or has a senior professional post_title, or a person who has been
a university graduate or had a higher educational background and has served as a public servant or lawyer for 10 full years in adjudication,
procuratorial work, legislative work or legal service, if he has left his post and has been professionally qualified, may serve as
a notary.  

Article 20 A person shall not serve as a notary, if: 

(1) He has no or has limited capacity for civil conduct; 

(2) He has been subjected to criminal punishment due to an intentional crime or a crime committed because of negligence of duty; 

(3) He has been dismissed from public employment; or 

(4) His practicing certificate has been revoked. 

Article 21 To serve as a notary, a person who meets the requirements for a notary shall submit an application and be recommended
by a notarial institution. The local judicial administration department shall submit the matter to the judicial administration department
of the people’s government of a province, autonomous region, or municipality directly under the Central Government for examination
and approval, which, after granting approval, shall request the judicial administration department under the State Council for appointment,
before issuing to the person a notary’s practicing certificate. 

Article 22 A notary shall observe rules of discipline and law, strictly abide by professional ethics, perform his notarial duties
according to law, and keep confidential the secrets he has access to in his practices. 

A notary shall be enpost_titled to receive remuneration, enjoy insurance and welfare benefits. He shall have the right to offer resignation
from his job, to file a complaint or bring a charge. He shall be free from being dismissed from his post or punished, unless there
is a statutory reason or unless statutory procedures have been followed. 

Article 23 No notary may: 

(1) serve as a notary in two or more notarial institutions at the same time; 

(2) doing other paid job(s); 

(3) doing notarization for himself or his close relative, or where he or his close relative has an interest in; 

(4) issuing a notarial certificate without authorization; 

(5) issuing a notarial certificate for an untrue or unlawful matter; 

(6) taking illegal possession of or misappropriating notarization fees, or taking illegal possession of or stealing articles for
the exclusive use of notarization; 

(7) destroying or fraudulently altering a notarial document or file; 

(8) divulging State secrets, commercial secrets or personal privacy he has access to in his practices; or 

(9) committing other acts as prohibited by laws or regulations, or the regulations of the judicial administration department under
the State Council. 

Article 24 The local judicial administration department shall report him to the judicial administration department of the people’s
government of a province, autonomous region, or municipality directly under the Central Government, which shall request the judicial
administration department under the State Council to dismiss him from the job, if a notary: 

(1) has forfeited the nationality of the People’s Republic of China; 

(2) has attained to the age of 65 or becomes unable to carry on his duties for health reasons; 

(3) has resigned from the job of a notary of his own free will; or 

(4) his notary’s practicing certificate has been revoked. 

Chapter IV　Notarization Procedures 

Article 25 Where a natural person, legal person or other organization requests for notarization, he/it may file an application to
the notarial institution of the place where his/its domicile or habitual residence is located, or where the relevant act is committed,
or where the relevant event occurs. 

Where a request for notarization involves real property, the applicant shall submit the request to the notarial institution of the
place where the real property is located. The provisions of the preceding paragraph shall be applicable to requests for notarization
of the power of attorney, statement, gift and will involved with the real property. 

Article 26 A natural person, legal person or other organization may entrust another person with the request for notarization, with
the exception of the notarization of a will, survival, and adoption relationship, which shall be requested by the said person or
organization himself or itself. 

Article 27 The party who requests notarization shall provide the notarial institution with truthful information about the matter
for which he requests notarization, and shall provide genuine, lawful and sufficient supporting materials. Where the supporting materials
are insufficient, the notarial institution may ask him to supplement the materials. 

After the notarial institution accepts a request for notarization, it shall inform the party concerned of the legal significance
and the possible legal consequences of the matter for which he requests notarization, and shall keep a record of what it has informed
of the party concerned and place it on file. 

Article 28 When doing notarization, a notarial institution shall, according to the different rules governing different matters for
notarization, examine the following items, respectively: 

(1) the identity of the party concerned, his qualifications for requesting the notarization and the necessary rights he enjoys; 

(2) whether the documents provided are complete in content, whether the meaning is clear and whether the signature and seal are complete; 

(3) whether the supporting materials are authentic, lawful and sufficient; and 

(4) whether the matters under request for notarization are genuine and lawful. 

Article 29 Where a notarial institution, in accordance with the rules governing notarization, deems it necessary to verify the matter
under request for notarization and the supporting materials provided by the party concerned, or where it has doubts about the matter
or materials, it should verify the matter or materials, or where it entrusts a notarial institution located in another place to do
the verifying on its behalf, the unit or individual concerned shall offer assistance according to law. 

Article 30 If the notarial institution, upon examination, considers that the supporting materials provided for request for notarization
are truthful, lawful and sufficient, and that the matter under request for notarization is genuine and lawful, it shall issue a notarial
certificate to the party concerned within 15 working days from the date it accepts the request for notarization. However, under conditions
of force majeure and when supporting materials need to be supplemented or some relevant information needs to be verified, the time
thus needed shall not be included in the aforesaid time limit. 

Article 31 A notarial institution shall not do the notarization, if: 

(1) The person who has no or has limited capacity for civil conduct does not have a guardian to request for notarization on his behalf; 

(2) The party concerned has no interest in the matter under request for notarization; 

(3) The matter under request for notarization is a matter involving professional technical authentication or assessment; 

(4) There are disputes between the parties concerned over the matter under request for notarization; 

(5) The party concerned makes up a story, conceals the facts or provides false supporting materials; 

(6) The supporting materials provided by the party concerned are insufficient or the party concerned refuses to supplement such materials; 

(7) The matter under request for notarization is not genuine or is unlawful; 

(8) The matter under request for notarization goes against public ethics; or 

(9) The party concerned refuses to pay the notarization fees according to relevant regulations. 

Article 32 A notarial certificate shall be made according to the format as prescribed by the judicial administration department under
the State Council and shall carry the signature, or plus the seal of the notary’s signature, as well as the seal of the notarial
institution. A notarial certificate becomes valid as of the date of its issuance. 

A notarial certificate shall be made in the written language commonly used nationwide. In a national autonomous area, it may be made
in the language commonly used by the local ethnic people. 

Article 33 Where a notarial certificate is to be used outside China and the country where the certificate is to be used requires
confirmation in advance, the certificate shall be subject to confirmation by the Ministry of Foreign Affairs of the People’s Republic
of China or the institution it authorizes to confirm the certificate and by the embassy (consular office) of the country concerned
in China. 

Article 34 The party concerned shall pay notarization fees in accordance with relevant regulations. 

If the party concerned satisfies the conditions for obtaining legal aid, the notarial office shall, according to relevant regulations,
reduce the notarial charges or exempt the party from such charges. 

Article 35 A notarial institution shall classify the natarial documents into different categories and keep them on file. At the expiration
of the period of time for preservation of notarial files of such important matters as ones which should be notarized according to
laws or administrative regulations, the notarial institution shall, in accordance with relevant regulations, transfer such notarial
files to local archives for preservation. 

Chapter V　The Effect of Notarization 

Article 36 A notarized civil legal act, fact and document of legal significance shall be taken as the basis for establishing a fact,
except where there is contrary evidence which is strong enough to reverse the notarization. 

Article 37 With regard to a notarized document of creditor’s right the content of which is on payment and which clearly states
the commitment of the debtor to accept compulsory execution, if the debtor fails to fulfill or to properly fulfill his commitment,
the creditor may, in accordance with law, submit an application for execution to the people’s court that has jurisdiction over
the matter. 

Where there’s definitely an error in the document of creditor’s right as mentioned in the preceding paragraph, the people’s
court shall decide not to execute it and shall serve its written decision upon both parties concerned and the notarial institution. 

Article 38 Where laws or administrative regulations provide that a certain matter has no legal effect unless it is notarized, such
provisions shall be applied. 

Article 39 Where the party concerned or the interested party of a notarized matter considers that there is an error in the notarial
certificate, he may request the notarial institution that produced the notarial certificate to make a review. If what is notarized
in the notarial certificate is illegal or does not conform to facts, the notarial institution shall revoke the notarial certificate
and announce it to the public, and the notarial certificate shall be invalidated from the very beginning. If there is any other error
in the notarial certificate, the notarial institution shall correct it. 

Article 40 Where a dispute arises between the party concerned and the interested party of the notarized matter over what is notarized
in the notarial certificate, they may lodge a civil lawsuit in respect of the dispute in a people’s court. 

Chapter VI　Legal Liability 

Article 41 Where a notarial institution or one of its notaries commits one of the following acts, the judicial administration department
of a province, autonomous region, or municipality directly under the Central Government, or of a city divided into districts, shall
give it/him a warning. If the circumstances are serious, it shall impose on the notarial institution a fine of not less than RMB10,
000 yuan but not more than 50, 000 yuan, and on the notary a fine of not less than 1, 000 yuan but not more than 5, 000 yuan, and
may, in addition, suspend its/his practices for not more than three months but not less than six months by way of punishment; the
unlawful gains, if any, shall shall be confiscated: 

(1) vying for notarial business by defaming other notarial institutions or notaries, or by paying kickbacks or commissions, or by
other illegitimate means; 

(2) charging notarization fees in violation of the prescribed rates; 

(3) serving as a notary in two or more notarial institutions at the same time; 

(4) doing other paid job(s); 

(5) doing notarization for himself or his close relative or where he himself or his close relative has an interest in; or 

(6) other acts that are to be subjected to punishment according to laws or administrative regulations. 

Article 42 Where a notarial institution or its notary commits one of the following acts, the judicial administration department of
the people’s government of the province, autonomous region, municipality directly under the Central Government, or of a city divided
into districts shall give the notarial institution a warning and shall impose on it a fine of not less than 20, 000 yuan but not
more than 100, 000 yuan and may, in addition and by way of punishment, make it suspend business for rectification for not less than
one month but not more than three months. It shall give the notary a warning and impose on him a fine of not less than 2, 000 yuan
but not more than 10, 000 yuan and may, in addition and by way of punishment, make him suspend his practices for not less than three
months but not more than twelve months. His unlawful gains, if any, shall be confiscated; if the circumstances are serious, the judicial
administration department of the people’s government of a province, autonomous region, or municipality directly under the Central
Government shall revoke his notary’s practicing certificate; and if a crime is constituted, he shall be investigated for criminal
responsibility: 

(1) issuing a notarial certificate without authorization; 

(2) issuing a notarial certificate for a matter that is not genuine or is unlawful; 

(3) taking illegal possession of or misappropriating notarization fees, or taking illegal possession of or stealing articles for
the exclusive use of notarization; 

(4) destroying or fraudulently altering a notarial document or notarial file; 

(5) divulging State secrets, commercial secrets or personal privacy it/he has access to in its/his practices; or 

(6) other acts that are to be subject to punishment according to laws or administrative regulations. 

Where a notary is subjected to criminal punishment due to a crime committed intentionally or because of negligence of duty, his notary’s
practicing certificate shall be revoked. 

Article 43 Where a notarial institution or notary causes losses to the party concerned or to an interested party of the matter for
natorization due to its/his fault, the said institution shall bear the corresponding liability for compensation. After making the
compensation, it may claim repayment from the notary who intentionally commits the fault or commits a serious fault. 

Where a dispute arises over the compensation between the party concerned or the interested party of the matter for notarization on
the one hand, and the notarial institution on the other, the former may initiate a civil lawsuit in a people’s court. 

Article 44 Where the party concerned or another individual or organization commits one of the following acts and thus causes losses
to another person, he/it shall bear civil liability in accordance with law; if the act infringes the administration for pubic security,
he/it shall be given an administrative penalty for public security; and if a crime is constituted, he/it shall be investigated for
criminal responsibility according to law: 

(1) obtaining a notarial certificate by providing false supporting materials; 

(2) using a false notarial certificate to engage in fraudulent activities; or 

(3) forging or altering notarial certificates or the seals of notarial institutions, or buying or selling such forged or altered
certificates or seals. 

Chapter VII　Supplementary Provisions 

Article 45 The embassies (consular offices) of the People’s Republic of China stationed abroad may provide notarization pursuant
to the provisions of this Law or the international treaties which the People’s Republic of China has concluded or has acceded to. 

Article 46 The rates for notarization fees shall be fixed by the finance department and the department in charge of pricing under
the State Council in conjunction with the judicial administration department under the State Council. 

Article 47 This Law shall go into effect as of March 1, 2006.

Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress.






ANNOUNCEMENT OF SEPA, SDRC, MOFCOM, GAC AND AQSIQ ON THE ISSUANCE OF GUIDING RULES FOR IDENTIFYING SOLID WASTES” (FOR TRIAL IMPLEMENTATION)

the State Environmental Protection Administration, the State Development and Reform Commission, the Ministry of Commerce, the General
Administration of Customs, and the State Administration of Quality Supervision, Inspection and Quarantine

Announcement of SEPA, SDRC, MOFCOM, GAC and AQSIQ on the Issuance of Guiding Rules for Identifying Solid Wastes” (for Trial Implementation)

[2006] No. 11

For the purpose of implementing the Law of the People’s Republic of China on the Prevention and Control of Environmental Pollution
by Solid Wastes and strengthening the environmental administration of solid wastes, we hereby promulgate the Guiding Rules for Identifying
Solid Wastes (for Trial Implementation), which shall come into force as of the date of April 1, 2006.

Annex: Guiding Rules for Identifying Solid Wastes (for Trial Implementation)

State Environmental Protection Administration

State Development and Reform Commission

Ministry of Commerce

General Administration of Customs

State Administration of Quality Supervision, Inspection and Quarantine

March 9, 2006 Annex:Guiding Rules for Identifying Solid Wastes (for Trial Implementation)

The present Guiding Rules shall be applicable for the identification of the solid wastes and non-solid wastes as defined in the Law
of the People’s Republic of China on the Prevention and Control of Environmental Pollution by Solid Wastes, but shall not be applicable
for determining their HS codes. For the sake of discriminating solid wastes from non-solid wastes, a judgment shall be made based
on the definition in the Law of the People’s Republic of China on the Prevention and Control of Environmental Pollution by Solid
Wastes at first; and the scope of solid wastes listed in the present Guiding Rules may be referred to in a second place. In case
it is still hard to make a judgment after referring to the foregoing definition and the scope of solid wastes, a judgment may accord
Part III of the present Guiding Rules.

In case of any dispute over the identification result on whether a certain substance, article or material belongs to solid wastes
or non-solid wastes, the national environmental protection administrative department shall organize and convene an experts conference
to identify it and make a judgment jointly with the relevant departments. If, at the import stage, any importer is dissatisfied with
the customs’ decision on including the imported goods into the management scope of solid wastes, it may apply for administrative
reconsideration in accordance with the law or bring an administrative lawsuit to the people’s court in accordance with Article 26
of the Law of the People’s Republic of China on the Prevention and Control of Environmental Pollution by Solid Wastes.

I.

Definition of Solid Wastes

The term “solid wastes” shall refer to the articles and substances in solid, semi-solid state or gas in containers that are produced
in the production, living and other activities and have lost their original use values or are discarded or abandoned, as well as
the articles and substances that are included into the management scope of solid wastes as required by any law or administrative
regulation.

II.

Scope of Solid Wastes

The substances or articles listed in II (I) but not included in II (II) are solid wastes. Any substance or article included in II
(II) is not a solid waste.

(I)

Solid wastes shall include (but not be limited to) the following substances, articles or materials:

(1)

Garbage gathered from household;

(2)

Abandoned substances and discarded products from production;

(3)

Abandoned substances from laboratories;

(4)

Abandoned substances from office work;

(5)

Sludge from urban sewage treatment plants, residues from domestic garbage plants;

(6)

Other garbage, residues and sludge from pollution control facilities;

(7)

Sludge from dredging of urban riverways;

(8)

Products failing to conform to the standards or norms, excluding those used continuously for the original purpose;

(9)

Shoddy and inferior products;

(10)

Substances or articles declared by the owner or its representative as wastes;

(11)

Polluted materials (such as oil polluted by polychlorinated biphenyls [PCBs]);

(12)

Any material, substance or article prohibited by law from use; and

(13)

Substances or articles declared by the environmental protection administrative department of the State Council as solid wastes.

(II)

Solid wastes shall not include the following substances or articles:

(1)

Radioactive wastes;

(2)

Substances or articles directly returning to the original production process or the occurrence process on site without being stored;

(3)

Any substance or article used for its original purpose;

(4)

Samples for laboratory use; and

(5)

Other substances or articles that need not be managed as solid wastes upon approval of the environmental protection administrative
department of the State Council.

III.

Identification of Solid Wastes and Non-solid Wastes

(I)

Judging them according to the working methods and the reasons of the wastes

Judging them according to the working methods listed in Table 1 and the reasons listed in Table 2. If a substance, article or material
has to be treated in a working method listed in Table 1, and satisfies one or more reasons listed in Table 2, it may be judged as
a solid waste. Table 1 and Table 2 must be used in combination, and neither may be used separately for the identification of solid
wastes.

Table 1 Working Methods (Omitted)

Table 2 Reasons why the wastes must be comprehensively utilized or be stored or disposed of / Categories of wastes (omitted)

(II)

Judging them according to the features and impacts

To assess whether a substance, article or material (hereinafter referred to as substance) belongs to solid wastes, the following factors
shall be took into consideration:

(1)

General consideration, which includes: whether the substance is produced intentionally, whether it is manufactured to meet the market
demands, whether its economic value is negative, and whether it is a part of the chain of normal commercial circulation or use.

(2)

Features, which includes: whether the production of the substance is under quality control, and whether it meets nationally or internationally
acknowledged norms/ standards.

(3)

Environmental impact, which includes: whether the use of the substance is harmless to the environment when compared with primary products;
whether the use of the substance increases risks to human health or the environment in the process of production when compared with
corresponding raw materials; whether it causes greater risks to human health or to the environment; whether the substance contains
any ingredients harmful to the environment, and such ingredients are not found to be utilizable or re-utilizable in an effective
way in the process of re-circulation in the substituted raw materials or products.

(4)

Use and destination, which includes: whether the substance needs to be further processed before it is put into use; whether it may
be directly applied in production or commerce; whether it may be put into use after a simple repair; whether it is still suitable
for its original purpose; whether it may be used as a substitute for other purposes; whether it is actually applied in production;
whether it has a fixed use; whether it may be utilized in the existing form or without being treated through any working method listed
in Table 1; whether it may not be utilized until treated through a working method listed in Table 1.

To assess whether a substance is a solid waste, all the abovementioned factors shall be comprehensively considered.

The factors to be focused on are also different in light of different objects to be evaluated. The following flow charts may be used
as a reference for identifying solid wastes from non-solid wastes, but at the time of specific application, the identification shall
be made according to the features and impacts of the substance.

Flow Chart on Discriminating Solid Wastes from Non-solid Wastes (Omitted)



 
the State Environmental Protection Administration, the State Development and Reform Commission, the Ministry of Commerce,
the General Administration of Customs, and the State Administration of Quality Supervision, Inspection and Quarantine
2006-03-09

 






REPLY OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON THE RELEVANT ISSUES CONCERNING STOCK EQUITY ALTERNATION OF FOREIGN-INVESTED ENTERPRISES

Reply of the General Office of the Ministry of Commerce on the Relevant Issues Concerning Stock Equity Alternation of Foreign-invested
Enterprises

Xiamen Foreign Investment Bureau:

We have received your Request for Instructions on Such Issues as the Revocation of Written Instructions on Stock Equity Transfer that
Have Been in Effect for Years but with Controversies of Fact and the Alternation of Investors by Examination and Approval Authorities
(Xia Wai Zi Fa [2006] No. 61). In recent years, administrative disputes caused by the alternation of investors’ stock equity in foreign-invested
enterprises have become a common phenomenon. For the purpose of running administration in accordance with the law, protecting the
legal interests of investors and enterprises, preventing the examination and approval authorities from being involved in civil and
administrative disputes, suggestions are hereby presented as follows:

1.

Administrative commercial departments, during the examination and approval work of the alternation of investors’ stock equity of foreign-invested
enterprises, shall handle all things strictly in accordance with the provisions of related laws, administrative regulations as well
as the Provisions for the Alteration of Investors’ Stock Equity in Foreign-invested Enterprises. Unless upon application by proper
parties or effective decisions by judicial or arbitral institutions with jurisdiction, the examination and approval authorities shall
not voluntarily alter the investors’ stock equity.

2.

Where the examination and approval authorities, while examining the application for alternation of investors’ stock equity in foreign-invested
enterprises, find alternating items that directly bear on major interests of others, they shall, in accordance with relevant provisions
of the Administrative License Law of the People’s Republic of China, inform the interested parties of the right to state, to defend
themselves and to request a hearing.

3.

The applicant for alternation of stock equity shall be responsible for the truthfulness of materials submitted. Where controversies
arise concerning the truthfulness of materials of application, the final decision is left to judicial organs with jurisdiction.

4.

Where the judicial organs find that relevant parties conduct deceptions or refuse to file relevant materials and evidence in accordance
with the requirements of the examination and approval authorities, the examination and approval authorities may revoke relevant documents
of approval in accordance with related laws, administrative regulations and rules.

General Office of the Ministry of Commerce

March, 18, 2006



 
General Office of the Ministry of Commerce
2006-03-18

 






CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON FURTHER DOING WELL THE WORK RELEVANT TO THE IMPLEMENTATION OF TRANSPARENCY PROVISIONS OF CHINA’S WTO ENTRY PROTOCOL

Circular of the General Office of the State Council on Further Doing Well the Work Relevant to the Implementation of Transparency
Provisions of China’s WTO Entry Protocol

Guo Ban Fa [2006] No. 23

The people’s governments of all provinces, autonomous regions, and municipalities directly under the Central Government, and all the
ministries and commissions of and all the institutions directly under the State Council:

With a view to further doing well the work relevant to the implementation of transparency provisions under the China’s WTO Accession
Protocol, upon approval of the State Council, we hereby circulate a notice on the relevant matters as follows:

I.

The China Foreign Trade and Economic Cooperation Gazette as edited and published by the Ministry of Commerce shall be the official
publication designated by the government of our country for collecting and publishing all the laws, regulations and other measures
pertinent to or affecting trade in goods and services, TRIPS or the control of foreign exchange promulgated by our country according
to the existing provisions.

II.

When any region or department promulgates the above-mentioned regulations, rules and other measures, or solicits the opinions from
the general public for drafts, it shall submit them to the Ministry of Commerce so as to publish them on China Foreign Trade and
Economic Cooperation Gazette in a timely manner.

III.

The Ministry of Commerce shall, on its own initiative, link up and cooperate with the relevant departments, and fully and in time
perform the commitment of transparency for China’s entry to WTO.

General Office of the State Council

March 30, 2006



 
General Office of the State Council
2006-03-30

 






CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE AND THE MINISTRY OF COMMERCE ON THE RELEVANT ISSUES CONCERNING FOREIGN INVESTORS’ ESTABLISHING FOREIGN-FUNDED ADVERTISING ENTERPRISES THROUGH SHARE RIGHT MERGER

Circular of the State Administration for Industry and Commerce and the Ministry of Commerce on the Relevant Issues Concerning Foreign
Investors’ Establishing Foreign-funded Advertising Enterprises through Share Right Merger

Gong Shang Guang Zi [2006] No. 99

The administrations for industry and commerce and the commerce administrative departments of all provinces, autonomous regions, municipalities
directly under the Central Government and cities directly under separate state planning,

According to the Provisions on the Administration of Foreign-funded Advertising Enterprises (Order No. 8 of the State Administration
for Industry and Commerce and the Ministry of Commerce issued on March 2, 2004, hereinafter referred to as the Advertising Provisions)
and the Interim Provisions on Foreign Investors to Merge Domestic Enterprises (Order No. 3 of the Ministry of Foreign Trade and Economic
Cooperation, the State Administration of Taxation, the State Administration for Industry and Commerce and the State Administration
of Foreign Exchange issued on March 7, 2003, hereinafter referred to as the Merger Provisions), we hereby make the following notices
on the issues concerning foreign investors’ establishing foreign-funded advertising enterprises through share right merger:

1.

A foreign investor may, according to the Merger Provisions, Advertising Provisions, and other relevant provisions, establish a Sino-foreign
joint advertising enterprise through purchasing part of the share rights of a domestic enterprise, or establish a foreign-funded
advertising enterprise through purchasing all of the share rights of a domestic enterprise.

2.

As for a foreign-funded advertising enterprise that is established by a foreign investor through share right merger, the Chinese
and foreign investors shall meet the conditions as prescribed in Articles 9 and 10.

If the domestic advertising enterprise to be merged or purchased has mainly or concurrently engaged in advertising business for 2
years or more, the original Chinese investor of the domestic advertising enterprise may continue to hold its shareholder’s position
and is not subject to the restriction as prescribed in the preceding paragraph.

3.

Where a foreign investor invests in advertising industry by merging a domestic advertising enterprise, it shall transact the formalities
of examination, approval and registration according to Articles 6 and 7 of the Advertising Provisions.

When applying for the Opinion on the Examination and Approval of the Foreign-funded Advertising Enterprise Project, an applicant shall
submit the following documents to the State Administration for Industry and Commerce or its authorized provincial administration
for industry and commerce:

(1)

The share right merger requisition signed jointly by the foreign investor and the domestic advertising enterprise to be merged;

(2)

The resolution of the shareholder’s meeting (the board of directors) of the domestic advertising enterprise to be merged;

(3)

The resolution of the shareholders’ meeting (the board of directors) of the foreign investor;

(4)

The registration certificate of the domestic advertising enterprise to be merged;

(5)

The registration certificate of the foreign investor;

(6)

The capital and credit certificate of the foreign investor; and

(7)

The preliminary examination opinion of the local administration for industry and commerce.

The foreign investor, which intends to establish a Sino-foreign joint advertising enterprise through purchasing part of the share
rights of a domestic advertising enterprise, shall, besides the documents as mentioned above, submit the situation of the shareholders
of the domestic advertising enterprise to be merged and the relevant registration certificate of every foresaid shareholder, the
capital and credit certificate of the domestic advertising enterprise to be merged as well as the capital and credit certificate
of every shareholder of the domestic advertising enterprise to be merged.

4.

After an applicant obtains the Opinion on the Examination and Approval of the Foreign-funded Advertising Enterprise Project issued
by the State Administration for Industry and Commerce, it shall submit the documents to the commerce administrative department, and
transact the formalities of examination and approval according to the Advertising Provisions and the relevant provisions of the state
on the merger.

Please execute the opinions as mentioned above accordingly.

State Administration for Industry and Commerce

Ministry of Commerce

April 11, 2006



 
State Administration for Industry and Commerce, Ministry of Commerce
2006-04-11

 






CIRCULAR OF SAIC, MOFCOM, GAC AND SAFE ON PRINTING AND ISSUING SUGGESTIONS ON IMPLEMENTATION OF SEVERAL ISSUES APPLICABLE FOR LAW OF EXAMINATION, APPROVAL, REGISTRATION AND ADMINISTRATION OF FOREIGN-FUNDED ENTERPRISES

State Administration for Industry and Commerce, Ministry of Commerce, General Administration on Customs and State Administration of
Foreign Exchanges

Circular of SAIC, MOFCOM, GAC and SAFE on Printing and Issuing Suggestions on Implementation of Several Issues Applicable for Law
of Examination, Approval, Registration and Administration of Foreign-funded Enterprises

Gong Shang Wai Qi [2006] No. 81

Industry and commerce administrative bureaus, departments of commercial administration, and foreign exchanges administrative bureaus
in all provinces, autonomous regions, municipalities and separately listed cities in plan, all customs and state economic and technical
development zones:

The 18th session of the standing committee of the 10th National People’s Congress has approved Decision on Amendment of Corporation
Law of the People’s Republic of China and State Council Decision on Amendment of Administrative Regulations on Registration of Corporations
of the People’s Republic of China on Oct 27, 2005, which has gone into effect as from Jan 1, 2006. For purposes of better adoption
of the law, regulating and facilitating the work of examination and approval of foreign funds as well as registration administration,
promoting the healthy development of foreign-funded enterprises and stepping up quality and level of utilization of foreign funds,
Suggestions on Implementation of Several Issues Applicable for Law of Examination, Approval, Registration and Administration of Foreign-funded
Enterprises is now printed and issued to you to implement. If encounter any problem, please report as soon as possible.

Appendix: Suggestions on Implementation of Several Issues Applicable for Law of Examination, Approval, Registration and Administration
of Foreign-funded Enterprises

State Administration for Industry and Commerce

Ministry of Commerce

General Administration on Customs

State Administration of Foreign Exchanges

Apr 24, 2006



 
State Administration for Industry and Commerce, Ministry of Commerce, General Administration on Customs and State Administration
of Foreign Exchanges
2006-04-24

 






MEASURES FOR THE ADMINISTRATION OF THE ISSUANCE OF SECURITIES BY LISTED COMPANIES






Order of the China Securities Regulatory Commission

No. 30

The Measures for the Administration of the Issuance of Securities by Listed Companies, which were deliberated and adopted at the 178th
executive meeting of the chairmen of China Securities Regulatory Commission on April 26, 2006, are hereby promulgated and shall come
into force as of May 8, 2006.

Chairman of China Securities Regulatory Commission, Shang Fulin

May 6, 2006

Measures for the Administration of the Issuance of Securities by Listed Companies
Chapter I General Provisions

ArticleArticle 1

These Measures are formulated pursuant to the Securities Law and Company Law with a view to regulating the issuance of securities
by listed companies and protecting the lawful rights and interests of investors and the social and public interests.

Article 2

The listed companies which apply for issuing securities within the territory of China shall be governed by these Measures.

The securities as mentioned in these Measures shall refer to the following types of securities:

(1)

Stocks;

(2)

Convertible corporate bonds; and

(3)

Other types as recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Article 3

A listed company may make a public issuance of securities towards unspecified objects or may make a private issuance of securities
towards specified objects.

Article 4

When issuing securities, a listed company shall disclose or provide the genuine, accurate and complete information timely and fairly,
which shall not contain any false record or misleading statement or has any serious omission.

Article 5

The fact that the CSRC approves the issuance of securities of a listed company does not mean that the CSRC makes any substantial
judgment or guarantee about the investment value of the securities or about the proceeds of the investors. The investors who subscribe
to the securities shall bear the investment risks themselves due to any changes in the business operations and proceeds of the listed
company.

Chapter II Conditions for the Public Issuance of Securities

Section 1 General Provisions

Article 6

A listed company which satisfies the following provisions shall be deemed that it has a sound and well-operated organizational structure:

(1)

The Articles of association are lawful and effective, and there are sound bylaws for the shareholders￿￿ assembly, the board of directors,
the board of supervisors, and independent directors, who are able to perform their respective functions according to law;

(2)

The company has sound internal control system, which can ensure the operating efficiency, lawfulness and regulation compliance of
the company, and the reliability of its financial reports. There is no serious defect with regard to the completeness, reasonableness
and validity of the internal control system;

(3)

The incumbent directors, supervisors and senior management members are qualified for their posts and can faithfully and diligently
perform their duties. None of them has committed any act in violation of Article 148 or Article 149 of the Company Law, and has
been given any administrative punishment by the CSRC within the latest 36 months, and condemned publicly by the stock exchange within
the latest 12 months;

(4)

The listed company separates its personnel, assets and financial affairs from those of the controlling shareholder or the actual
controller, has independent institutions and business operations and can carry out business operations and management independently;

(5)

The listed company has not provided any guaranty to any outsider illegally within the latest 12 months.

Article 7

A listed company which meets the following provisions shall be deemed that it has a sustainable profit-making ability:

(1)

It has favorable earnings for the latest 3 consecutive fiscal years. Comparing the net profits after deducting the non-regular profits
and losses with the pre-deduction net profits, of which the lower shall be the calculation basis.;

(2)

It has relatively stable sources of business and profits and it does not excessively rely on its controlling shareholder or actual
controller;

(3)

Its present primary business or investment direction can develop in a sustainable manner. It has a sound business operation mode
and investment plan, and has a good market prospect for its main product or service. There is no major imminent or foreseeable unfavorable
change in the business operation environment and market demands;

(4)

The senior management members and the core technicians are stable and there is no seriously unfavorable change in the latest 12 months;

(5)

The important assets, core technologies or other important rights and interests are lawfully obtained and can be continuously utilized,
and there is no major imminent or foreseeable unfavorable change therein;

(6)

There is no guaranty, lawsuit, arbitration or any other important matter that is likely to seriously affect the sustainable business
operations of the company; and

(7)

Where it has ever issued any securities publicly within the latest 24 months, and no such circumstance ever occurs in which the business
profits of the current year of the issuance decrease by 50% or more as compared to that of the previous year.

Article 8

A listed company which satisfies the following provisions shall be deemed that it has a good financial status:

(1)

Its basic accounting work is standardized and it strictly complies with the uniform accounting system of the state;

(2)

With regard to the financial statements of the latest three years and the recent 1 period, there is no audit report with reserved
opinions, or negative opinions or opinions that cannot be expressed as issued by certified accountants. For an audit report with
no reserved opinions but with emphasized paragraph of matters issued by a certified public accountant, the matters involved have
no major unfavorable effect on the issuer of securities or the major unfavorable effect has been eliminated prior to the issuance
of securities;

(3)

The quality of its assets is good. The non-performing assets cannot result in any major unfavorable effect on the financial status
of the company;

(4)

Its business outcomes are real and the cash flows are normal. The recognition of its business incomes, costs and expenses strictly
complies with the relevant accounting standards of the state. It has made sufficient and reasonable provisions for asset impairment
in latest three years and it has never manipulated its business performances; and

(5)

The profits that it has distributed accumulatively in cash or in stocks in the latest 3 years are not less than 20% of the average
annual distributable profits realized in the latest 3 years.

Article 9

A listed company has no false record in its financial and accounting documents within the latest 36 months and has not committed
any of the following major illegal acts:

(1)

Being subject to any administrative punishment of the CSRC or given any criminal punishment due to the violation of any securities
law, administrative regulation or rules;

(2)

Being subject to any administrative punishment with serious consequences, or any criminal punishment due to violating any law, administrative
regulation or rules on the industry and commerce, tax, land, environmental protection or customs; or

(3)

Other acts in violation of other laws or administrative regulations of the state with serious consequences.

Article 10

The amount and utilization of the funds raised by a listed company shall satisfy the following provisions:

(1)

The amount of funds raised shall not exceed the amount required by the project;

(2)

The utilization of the fund raised complies with the industrial policies of the state as well as the laws and administrative regulations
on the environmental protection and land management;

(3)

Except for a financial enterprise, the fund raised at the time shall not be used on such projects as financial investments such as
holding transactional financial assets or financial assets available for sale and financial investments by lending it to others or
use it by entrusted financing, nor shall it be used to invest directly or indirectly in any company that mainly engages in buying
and selling securities;

(4)

The implementation of the investment project will not result in inter-industry competition between the listed company and the controlling
shareholder or the actual controller, nor will it affect the company￿￿s independence in production and business operations; and

(5)

It shall formulate rules on the special deposit of the funds raised and shall deposit the funds raised in the special account as
designated by its board of directors.

Article 11

Where a listed company is under any of the following circumstances, it shall not issue any securities publicly:

(1)

The application documents for the issuance at the time have any false record, misleading statement or major omission;

(2)

It illegally changes the usage of the funds raised in the previous public issuance of securities and fails to make a correction;

(3)

It has ever been publicly condemned by the stock exchange within the latest 12 months;

(4)

It and its controlling shareholder or actual controller fail to perform their public commitments to the investors within the latest
12 months;

(5)

It or any of its incumbent directors, senior management members is investigated by the judicial organ due to any suspected crime
or is investigated by the CSRC due to any suspected violation of laws or regulations; or

(6)

Other circumstances under which it severely impaired the legitimate rights and interests of the investors, and the social and public
interests.

Section 2 Issuance of Securities

Article 12

The allotment and sale of shares to the original shareholders (hereinafter referred to as allotment of shares) shall satisfy the
following provisions in addition to meeting the provisions of Section 1 of this Chapter:

(1)

The amount of the shares to be allotted shall not exceed 30% of the total amount of capital stock prior to allotment of shares at
the time;

(2)

The controlling shareholder shall make a public commitment on the amount of shares it subscribes before the shareholders￿￿ assembly;
and

(3)

The stocks shall be issued by way of proxy sale prescribed by the Securities Law.

Where the controlling shareholder fails to perform its commitment to subscribe to the shares allotted to it, or the number of shares
subscribed to by the original shareholders does not reach 70% of the number of shares to be allotted at the expiration of the term
of proxy sale, the issuer shall refund to the shareholders who have subscribed to the shares allotted to them on the issuing price
plus interests as calculated at the bank deposit rate for the same period.

Article 13

To publicly raise shares towards against unspecified objects (i.e. to make additional issuance), a listed company shall meet the
following provision in addition to satisfying the provisions of Section 1 of this Chapter: followings:

(1)

The weighted average yield rates of net asset for the latest 3 years shall not be lower than 6%. Comparing the net profit deducting
non-regularity profit and loss with the pre-deduction net profit the lower one shall be the calculation basis of weighted average
yield rates of net asset.;

(2)

Except for a financial enterprise, it does not hold any relatively large amount of transaction financial assets or financial asset
available for sale, nor does it make any financial investment by lending money to others or by making any entrusted financing by
the end of the latest period;

(3)

The issuance price shall not be lower than the average price of the company￿￿s stock prices during the 20 transaction days prior
to the announcement of the letter of intent or the average price of the transaction day prior to the issuance.

Section 3 Issuance of Convertible Corporate Bonds

Article 14

To publicly issue convertible corporate bonds, a company shall meet the following provisions in addition to satisfying the provisions
of Section 1 of this Chapter :

(1)

The weighted average yield rates of net asset for the latest 3 years shall be not lower than 6%. Comparing the net profits after
deducting the non-regular profits and losses with the pre-deduction net profits the lower one shall be the calculation basis of weighted
average yield rates of net asset ;

(2)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of net assets at the
end of the latest period; and

(3)

The annual average amount of distributable profits realized in latest 3 years is not less than the annual amount of interests of
the corporate bonds.

The term “convertible corporate bonds” as mentioned in the preceding paragraph shall refer to the corporate bonds which are issued
by an issuing company pursuant to law and which may be converted to shares in a certain period under stipulated conditions.

Article 15

The term of convertible corporate bonds shall be 1 year at least, and 6 years at most.

Article 16

The par value of each convertible corporate bond shall be 100 Yuan.

The interest rate of a convertible corporate bond shall be determined by the issuing company consulting with the opinion of the major
underwriter, but it shall conform to the relevant provisions of the state.

Article 17

For issuing convertible corporate bonds publicly, a company shall entrust a qualified credit rating institution to make credit ratings
and follow-up ratings.

A credit rating institution shall announce at least one follow-up rating report every year.

Article 18

A listed company shall finish the matters on paying off the balance of principal and interest of the bonds within 5 working days
after the expiration of the term of convertible corporate bonds.

Article 19

For issuing convertible corporate bonds publicly, a company shall stipulate measures on the protection of the rights of bond holders,
the rights and procedures of bondholders￿￿ meetings, as well as the conditions for the effectiveness of the resolutions made at bondholders￿￿
meetings.

A bondholders￿￿ meeting shall be held in case any of the following events occurs:

(1)

The stipulations in the prospectus shall be changed;

(2)

The issuer is unable to pay the principals and the interests on schedule;

(3)

The issuer reduces its registered capital, or is merged, split up, dissolved or applies for bankruptcy;

(4)

There is any major change in the guarantor or guaranty; or

(5)

Any other event that may affect the major interests of the bondholders.

Article 20

For issuing convertible corporate bonds publicly, the company shall provide a guaranty unless its unaudited net assets at the end
of the latest period amounts to RMB 1.5 billion Yuan.

Where a guaranty is required, a full amount guaranty shall be provided. The scope of guaranty shall include the principal and interest,
penalty for breach of contract, damages compensation, and expenses for the realization of creditor￿￿s rights.

Where a guaranty is provided by way of promise, it shall be a guaranty of joint and several liabilities and the amount of the unaudited
net assets of the guarantor at the end of the latest period shall not be less than the accumulative amount of the guaranties of the
guarantor. A securities company or a listed company shall not act as a guarantor for the issuance of convertible bonds, with exception
for listed commercial banks.

When setting a mortgage or pledge, the estimated value of the mortgaged or pledged property shall not be lower than the guaranty amount.
The estimated value shall be assessed by a qualified asset assessment institution.

Article 21

The convertible corporate bonds shall not be converted into corporate stocks unless 6 months have lapsed as of the end date of the
issuance thereof. The time limit for the conversion shall be determined by company in light of the existence period of the corporate
bonds as well as the financial status of the company.

A bondholder shall have the options whether to convert the corporate bonds into stocks or not. It will become a shareholder of the
issuing company the day next to the conversion.

Article 22

The conversion price shall not be lower than the average price of the transaction of company￿￿s stock in 20 transaction days prior
to the announcement of the prospectus or the average price of prior one transaction day.

The term “conversion price” as mentioned in the preceding paragraph shall refer to the price paid by per share converted from convertible
corporate bond that is stipulated in the prospectus in advance.

Article 23

A prospectus may stipulate redemption clauses, which shall state that the listed company may redeem the convertible corporate bonds
that have not been converted into stocks in light of the conditions and price stipulated in advance.

Article 24

A prospectus may stipulate the sell-back clauses, which shall state that the bondholders may sell the bonds back to the listed company
in light of the conditions and price stipulated in advance.

The prospectus shall stipulate that the bondholders shall have the sell-back right for once in case that the listed company changes
any of the announced purposes of use of the funds raised.

Article 25

A prospectus shall stipulate the principle and method for adjusting the conversion price. After the issuance of convertible corporate
bonds, the conversion price shall be adjusted at the time when any change in the shares of the listed company is resulted from the
allotment of shares, the issuance of additional shares, gift shares, dividends distribution, split-up or any other event.

Article 26

Where a prospectus contains any clause on downward revision of the conversion price, it shall simultaneously stipulate:

(1)

The conversion price revision plan shall be submitted to the general assembly of shareholders of the company for voting and shall
be subject to approval of 2/3 or more of the voting rights held by the shareholders attending the meeting of the general assembly.
When the assembly of shareholders takes a vote, the shareholders holding convertible corporate bonds shall disqualify themselves;
and

(2)

The price after the revision shall not be lower than the average price of transaction of the company￿￿s stock prices 20 transaction
days prior to the announcement of the prospectus and the average price of prior one transaction day.

Article 27

A listed company may publicly issue convertible corporate bonds for which the transaction of warrants is separated from the transaction
of bonds. (Hereinafter referred to as “convertible corporate bonds with separate transactions”)

To issue convertible corporate bonds with separate transactions, the listed company shall satisfy the following provisions in addition
to meeting the provisions of Section 1 of this Chapter :

(1)

The company￿￿s unaudited net assets at the end of the latest period amounts to 1.5 billion Yuan or more;

(2)

The average annual distributable profits realized in the latest 3 years is not less than the annual amount of interest of the corporate
bonds;

(3)

The average annual net amount of the cash flows brought about by its business operations within the latest 3 accounting years is
not less than the annual amount of the interest of corporate bonds, with exception for those companies which meets the provisions
in Article 14 (1) of these Measures; and

(4)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of the net assets
at the end of the latest period and the expected total amount of fund raised by the exercise of all related warrants shall not exceed
the amount of the convertible corporate bonds to be issued.

Article 28

An application shall be filed with the stock exchange where the the listed company is listed, for listing and trading the convertible
corporate bonds with separate transactions.

The corporate bonds and warrants in the convertible corporate bonds with separate transactions shall get listed for trading respectively
in case that they satisfy the conditions for getting listed listing in the stock exchange.

Article 29

The term of convertible corporate bonds with separate transactions shall be one year at least.

The provisions of Articles 16 through 19 of these Measures shall apply to the par value, interest rate, credit rating and repayment
of the principal and interest of the bonds, as well as the protection of the creditor￿￿s rights.

Article 30

Where the issuer provides a guaranty for the issuance of convertible corporate bonds with separate transactions, the provision of
Paragraphs 2 through 4 of Article 20 of these Measures shall apply.

Article 31

Where any warrant is listed for trading, the elements it stipulates shall include the exercise price, existence period, exercise
period or exercise date, and exercise ratio.

Article 32

The exercise price of the warrants shall not be lower than the average price of the company￿￿s stock prices in 20 transaction days
prior to the announcement of the prospectus or the average price prior one transaction day.

Article 33

The existence period of warrants shall not exceed the term of corporate bonds. It shall not be less than 6 months as of the date
of end of issuance.

No adjustment may be made to the existence period of warrants as announced in the prospectus.

Article 34

No warrants may be exercised until at least 6 months after the end of its issuance. The exercise period shall be a period prior to
the expiration of the existence period or shall be a special transaction date within the existence period.

Article 35

The prospectus of convertible corporate bonds with separate transactions shall stipulate that the bondholders shall have the sell-back
right for once in case that the listed company changes the announced purposes of use of the fund to be raised.

Chapter III Conditions for Private Offering of Stocks

Article 36

The term “private offering of stocks” as mentioned in these Measures shall refer to the offering of stocks to specified objects by
a listed company in a private manner.

Article 37

The specified objects of private offering of stocks shall meet the following provisions:

(1)

The specified objects meet the conditions as stipulated in the resolution of the shareholders￿￿ assembly;

(2)

The offering number of specified objects shall not exceed 10.

Where a specified object is an overseas strategic investor, it shall be subject to the approval of the relevant department of the
State Council prior to the offering.

Article 38

To make a private offering of stocks, a listed company shall meet the following provisions:

(1)

The offering price shall not be lower than 90% of the average price of the company￿￿s stocks in 20 transaction days prior to the
benchmark date of pricing;

(2)

The shares presently offered shall not be transferred to others within 12 months as of the end of offering. The shares subscribed
by the controlling shareholder or actual controller and enterprises it controlled shall not be transferred to others within 36 months;

(3)

The utilization of the fund raised funds shall conform to the provisions of Article 10 of these Measures; and

(4)

Where the present offering shall result in any change in the controlling power of the listed company, it shall conform to other provisions
of China Securities Regulatory Commission.

Article 39

Where any listed company is under any of the following circumstances, it shall not make any private offering of stocks:

(1)

The application documents for the present offering have any false record, misleading statement or major omission;

(2)

The rights and interests of the listed company are severely impaired by its controlling shareholder or actual controller and the
impairment has not been eliminated;

(3)

The listed company or its subsidiary company illegally provides any guaranty to others and the guaranty has not been cancelled;

(4)

Any of the incumbent directors or senior management members of the listed company has ever been given any administrative punishment
by the CSRC within the latest 36 months or has been condemned publicly by the stock exchange within the latest 12 months;

(5)

The listed company or any of its incumbent directors, senior management members is under investigation conducted by the judicial
organ due to any suspected crime or is under investigation conducted by the CSRC due to any suspected violation of laws or regulations;

(6)

The listed company has ever been issued audit report with reserved opinions, negative opinions or opinions that can not be expressed
by a certified public accountant for its financial statements in the latest 3 years and in the latest one period, unless the consequences
of the events involved therein have been eliminated or the present offering involves significant restructuring; or

(7)

Other circumstances under which the lawful rights and interests of the investors, and social and public interests are severely impaired.

Chapter IV Issuance Procedures

Article 40

Where a listed company applies for issuing securities, its board of directors shall make a resolution on the following matters and
shall submit it to the shareholders￿￿ assembly for approval:

(1)

A plan for the present issuance of securities;

(2)

A feasibility report on the purposes of uses of the funds to be raised by the present issuance;

(3)

A report on the purposes of uses of the funds raised by in the previous issuance; and

(4)

Other matters that must be specified.

Article 41

The shareholders￿￿ assembly shall make a resolution on the issuance of stocks, which shall include the following matters at least:

(1)

Type and amount of securities of the present issuance;

(2)

Issuance method, objects of the issuance and the arrangement about the allotment to the original shareholders;

(3)

Pricing method or the price range;

(4)

Purposes of use of the funds to be raised;

(5)

Valid period of the resolution;

(6)

Authorization to the board of directors to deal with specific issues relating to the present issuance; and

(7)

Other matters that must be specified.

Article 42

The shareholders￿￿ assembly shall make a resolution on the issuance of convertible corporate bonds, which shall include the following
matters at least:

(1)

Matters as prescribed in Article 41 of these Measures;

(2)

Interest rate of the bonds;

(3)

Term of the bonds;

(4)

Guaranty related matters;

(5)

Sell-back clauses;

(6)

Time limit and method for the repayment of principal and interest;

(7)

Conversion period; and

(8)

Determination and revision of the conversion price.

Article 43

The shareholders￿￿ assembly shall make a resolution on the issuance of convertible corporate bonds with separate transactions, which
shall include the following matters at least:

(1)

Matters as prescribed in Articles 41 and items (2) through (6) of Article 42 of these Measures;

(2)

Exercise price of the warrants;

(3)

Existence period of the warrants; and

(4)

Exercise period or exercise date of the warrants.

Article 44

A resolution made by the shareholders￿￿ assembly regarding the issuance of securities shall be subject to the agreement by the 2/3
of the voting rights of the shareholders attending the meeting. Where the listed company issues securities to its specific shareholders
and their connected parties, the connected shareholders shall disqualify themselves when the shareholders￿￿ assembly takes a vote
on the issuance plan.

Where a listed company convenes a shareholders￿￿ assembly with respect to the matters of issuance of securities, it shall make it
convenient for the shareholders￿￿ to attend the shareholders￿￿ assembly by providing them with network service or other facilities.

Article 45

Where a listed company applies for the public issuance of securities or private offering of new shares, it shall be recommended by
a recommender, which shall file an application with China Securities Regulatory Commission.

The recommender shall make and submit the application documents on issuance according to the relevant provisions of the CSRC.

Article 46

The CSRC shall examine a securities issuance application in light of the following procedures:

(1)

It shall decide whether to accept the application documents or not within 5 working days after it receives them;

(2)

It shall conduct a preliminary examination over the application documents after it accepts them;

(3)

Its Issuanc

ANNOUNCEMENT NO.38, 2006 OF THE MINISTRY OF COMMERCE OF THE PEOPLE’S REPUBLIC OF CHINA

the Ministry of Commerce

Announcement No.38, 2006 of the Ministry of Commerce of the People’s Republic of China

[2006] No.38

Ministry of Commerce issued Announcement No. 34 on June 13, 2005, on starting the anti-dumping investigation on imported Wear Resistant
Overlay originating from the U.S and EU. The investigated product is listed under No. 48064000 of Customs Tariff of Import and Export
of the People’s Republic of China.

Since this case is rather complicated, Ministry of Commerce decided to postpone the investigation period for another 6 month, namely
ending on December 13, 2006, in accordance with Article 26 of Anti-dumping Regulations of People’s Republic of China.

Ministry of Commerce

May 22, 2006

 
the Ministry of Commerce
2006-05-22

 



CIRCULAR OF THE PEOPLE’S BANK OF CHINA ON RELATIVE ISSUES CONCERNING THE ADJUSTMENT OF HOUSING CREDIT POLICIES

Circular of the People’s Bank of China on Relative Issues concerning the Adjustment of Housing Credit Policies Yin Fa [2006] No.184

All the state-owned commercial banks, joint stock commercial banks, the Shanghai headquarters of the People’s Bank of China and all
branches and business management departments of the People’s Bank of China, the central sub-branches of the People’s Bank of China
in all provincial capital cities, and the central sub-branches of the People’s Bank of China in all vice-provincial cities,

It is specified in the Circular of the General Office of the State Council on Transferring the Opinions of the Ministry of Construction
and Other Departments on Adjusting House Supply Structure and Stabilizing House Price (Guo Ban Fa [2006] No.37, hereinafter referred
to as the Circular) that: From June 1, 2006, the proportion of the down payment of the mortgage loans for individual houses shall
be no less than 30%. But the provisions on the proportion of the down payment of 20% for houses purchased for living with less than
90 square meters in the dwelling size shall still be followed. For the purpose of implementing the spirit of the Circular, the following
Circular on the relative matters is hereby made: I. Each commercial bank shall pay close attention to and seriously implement the decisions and plans of the Central Government concerning
strengthening the adjustment and control on real estate market, and formulate implementation measures strictly according to the requirements
of the Circular and in combination with the reality to carry out the new housing credit policy. II. When accepting applications for housing loans, each commercial bank shall require the applicants to specify the use for buying houses
in light of the facts, and determine the minimum down payment of the housing loans strictly according to the provisions of the Circular,
and input information on housing mortgage loans into the basic database for personal credit information of the People’s Bank of China
in light of relative provisions in time. III. Each branch of the People’s Bank of China shall pay close attention to the change of the real estate market, strengthen monitoring
and analysis, and reinforce the “Window Guidance”, and urge commercial banks to carry out the aforesaid provisions, and report the
relative information in time.

The Shanghai headquarters of the People’s Bank of China and each branch and business management department of the People’s Bank of
China shall forward this Circular to each urban commercial bank and urban and rural credit cooperatives within areas under their
jurisdiction. People’s Bank of China May 31, 2006



 
People’s Bank of China
2006-05-31

 






INTERIM PROVISIONS ON THE EXAMINATION OF SECURITIES LISTING IN SHANGHAI STOCK EXCHANGE

Notice of Shanghai Stock Exchange on Promulgating the Interim Provisions on the Examination of Securities Listing in Shanghai Stock
Exchange

For the purpose of regulating the examination of the listing of securities, suspension of listing and termination of listing, the
Interim Provisions on the Examination of Securities Listing in Shanghai Stock Exchange has been instituted by this Exchange, which
are hereby promulgated and shall go into effect as of the day of promulgation.
Shanghai Stock Exchange

June 12, 2006

Interim Provisions on the Examination of Securities Listing in Shanghai Stock Exchange
Chapter I General Provisions

Article 1

In order to regulate the examination of securities listing in Shanghai Stock Exchange (hereinafter referred to as this Exchange),
protect the legitimate rights and interests of investors and maintain the order of the securities market, the current Provisions
is formulated in accordance with the Rule of Shanghai Stock Exchange for Stock Listing (hereinafter referred to as the Rule for Stock
Listing), Rule of Shanghai Stock Exchange for the Listing of Enterprise Bonds (hereinafter referred to as the Rule for Enterprise
Bonds Listing) and other related rules.

Article 2

The examination on the following matters shall comply with the current Provisions. In the absence of the related provisions in the
current Provisions on any matter concerned, it shall be comply with the Rule for Stock Listing, the Rule for Enterprise Bond Listing
and other related provisions:

(1)

The initial public listing of stocks, enterprise bonds and corporate bonds;

(2)

The re-listing of any stocks, enterprise bonds, corporate bonds and convertible corporate bonds whose listing have been suspended;

(3)

The suspension or termination of listing of any stocks, enterprise bonds, corporate bonds and convertible corporate bonds; and

(4)

Any other listing of securities, suspension of listing, recovery of listing and termination of listing that shall be conducted by
this Exchange.

Article 3

The Listing Committee set up by this Exchange shall make examination on the matters prescribed in the preceding paragraph. This Exchange
shall make a determination on examination in accordance with the examination opinions produced by the Listing Committee.

Making examination, the listing Committee may be in the forms such as examination meeting, direct voting by communications or any
other form.

Article 4

The members of the Listing Committee shall independently discharge their functions and duties in their own names and shall be free
from any interference from any unit or individual.

Chapter II Listing Committee

Article 5

The members of the Listing Committee shall be appointed by this Exchange from those qualified experts in the specialties such as
accounting, law and related fields and qualified professionals in any other organizations, and the results shall be released publicly.

Article 6

The term of office for the members of the Listing Committee is 2 years and may be renewed upon expiration.

This Exchange may modulate the term of tenure and the number of tenures of the members of the Listing Committee as required.

Article 7

A member of the Listing Committee shall meet the requirements as follows:

(1)

Getting familiar with the related laws and administrative regulations on and state policies for securities;

(2)

Getting familiar with securities operations and the operating regulations of this Exchange;

(3)

Having a good reputation within his sector and having no record of being punished for any criminal or administrative or any disciplinary
sanction by any self-regulatory organization;

(4)

Adhering to the related principles, being honest and clean and strictly observing the law; and

(5)

Meeting any other requirement required by this Exchange.

Article 8

When discharging his functions and duties, a member of the Listing Committee shall observe the provisions as follows:

(1)

Showing due diligence and accountability and systematically reviewing the related materials in an all-round way;

(2)

Attending the examination in accordance with the related requirements, independently putting forward his opinions and perform his
right of voting in accordance with the requirements of the related laws, administrative regulations and the Rules of this Exchange;

(3)

Not accepting any present from any unit or individual pertinent to the examined items and not secretly contacting any of the aforesaid
units or individuals;

(4)

Keeping confidential all state secrets and commercial secrets of the relevant entities obtained in discharging his duties and functions
and not revealing any information concerning the meeting to the general public;

(5)

Not seeking any interest for himself or any other person by taking advantage of the non-public information obtained in discharging
his duties and functions; and

(6)

Meeting other requirement made by this Exchange.

Article 9

If meeting any of the circumstances as follows, a member of the Listing Committee shall be dismissed by this Exchange:

(1)

Failing to meet the requirements prescribed in Article 7 of the current Provisions;

(2)

In violation of the provisions in Article 8 of the current Provisions and the circumstances are serious;

(3)

Failing to attend the examination for not less than 2 times during his term of office;

(4)

Applying for leaving office himself; or

(5)

Meeting any other circumstance prescribed by this Exchange.

Article 10

An examination shall be carried out by 7 members selected by this Exchange from the Listing Committee, among whom the number of the
actual participants shall be 5 or more and there shall be at least a lawyer and an accountant as well.

Article 11

In case a member that has been selected by this Exchange to attend an examination has any direct or indirect interest relationship
with the related applicant or examined matter, thereby causing affect on impartially discharging his functions and duties, he shall
apply for withdrawal in time.

Article 12

A working group of the Listing Committee (hereinafter referred to as the working group) shall be set up within listed company department
and bond funds department of this Exchange, which shall deal with the affairs as follows:

(1)

Accepting the IPO application materials;

(2)

Making sure whether the selected members can attend the examination;

(3)

Submitting the examination materials to the related members;

(4)

Attending the examination meeting and taking the meeting minutes;

(5)

Making Decisions on Examination and sending them on the related applicants; and

(6)

Dealing with any other matter required by the Listing Committee.

Chapter III Procedures for Examination

Article 13

If an issuer applies for listing or re-listing in accordance with the provisions of items (1) and (2) in Article 2 of the current
Provisions, he shall hand in the related materials to this Exchange in accordance with the provisions such as the Rule for Stock
Listing and the Rule for Enterprise Bonds Listing.

Article 14

If any suspension or termination of listing to the securities as listed in this Exchange, the related business departments of this
Exchange shall put forward a suggestion for settlement., hand in it to the Listing Committee as well as give the issuer concerned
notice.

Article 15

If an issuer believes that any member of the Listing Committee who has been publicized by this Exchange has any direct interest relation
with the examined matter concerning IPO or re-listing and thus is not suitable for participating in an examination, he shall hand
in an application for withdrawal in written form and give an interpretation,

If an issuer believes that any member of the Listing Committee who has been publicized by this Exchange to the general public has
any direct interest relation with the examined matter concerning the suspension of listing or termination of listing and thus is
not suitable for participating in an examination, he shall hand in an application for withdrawal in written form to this Exchange
as well as give an interpretation within 3 days as of the day of receiving the notification prescribed by Article 14 of the current
Provisions.

This Exchange shall determine whether the related members shall withdraw or not upon examination.

Article 16

Before making an examination, the working group shall deliver the related materials to the members participating in the examination.

Article 17

If any member designated to attend an examination finds out that he shall withdraw or fails to attend the examination for any special
reason, he shall give notice to the working group before the examination starts, hand in an application in written form and give
an interpretation thereon. This Exchange shall make verification to adjust the members who shall attend the examination.

Article 18

If the Listing Committee holds a meeting for examination, the meeting shall be presided over by the convener designated by this Exchange
from the members participating in the examination. An examination meeting shall be held in accordance with the procedures as follows:

(1)

If the number of members to participate in the examination meeting reaches the prescribed headcount, the members shall fill out the
due statements on whether they have any contact with the related applicant beforehand or whether they should withdraw, which shall
be handed in to the working group for verification before the convener announces the commencement of the meeting and takes charge
of the presidency thereof;

(2)

The convener organizes the members to put forward their views on the examined items one by one;

(3)

The convener make a summarization on the major examination opinions of the members to formulate the examination opinions of the examination
meeting;

(4)

The members make confirmation on the examination meeting minutes and the records of examination opinions and sign their signatures
thereto;

(5)

The members take votes; and

(6)

The working group makes supervision on the voting and makes summarization on the result thereof;

(7)

The convener makes announcement about the result of voting; and

(8)

The members sign their names on the voting results of the examination meeting.

Article 19

If any member participating in an examination believes it necessary, he may request this Exchange to give notice to the related applicant
to be interrogated or may request this Exchange to employ the related professional institutions or experts to give their special
opinions thereon.

Article 20

The Listing Commission shall make examination on the to-be-examined items in a one-off manner. If any big issue is yet to be verified
or under any circumstance where any member may be seriously affected in making a correct judgment, the voting for the related to-be-examined
items may, upon the consent of more than half of the members participating in the examination, be suspended for one time.

Article 21

The voting of examined items shall be subject to open ballot. Each member participating in an examination has one vote. An examination
resolution will not become valid until it is voted and approved by not less than 2/3 members who participate in the examination.

Article 22

This Exchange shall make a determination on the examined matters as prescribed by the provisions of Article 2 of the current Provisions
within the term prescribed by the Rule for Stock Listing and the Rule for Enterprise Bonds Listing. In particular, the time for an
issuer to hand in the related supplementary documents as required by this Exchange, the time for modulating the date of meeting because
of the withdrawal of any member and the time for this Exchange to employ the related special institutions or experts to give their
special opinions shall not be charged to the term for this Exchange to make any related determination.

Article 23

Where an applicant, related agency or the representative thereof makes, when submitting the related materials or being interrogated,
any false or misleading statement or conceal any important fact, this Exchange shall, in accordance with the related provisions and
the related circumstances, make a circulation of criticisms or public denouncement.

Article 24

If a securities issuer is dissatisfied with any determination made by this Exchange, he may give an application to the Review Committee
of this Exchange for review within the prescribed time limit, yet the implementation of the determination of this Exchange shall
not be stopped during the period of review.

Chapter IV Supplementary Provisions

Article 25

The current Provisions shall put into operation after being employed by the Council of this Exchange upon deliberation. The revision
of the current Provisions shall also be subject to the aforesaid rule for effectiveness.

Article 26

The current Provisions shall go into effect as of the day of promulgation.



 
Shanghai Stock Exchange
2006-06-12

 






1...434445...83Page 44 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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