MEASURES FOR ADMINISTERING TRUST COMPANIES

Decree of the China Banking Regulatory Commission

No.2

The Measures for Administering Trust Companies have been adopted at the 55th chairmen’s meeting on December 28, 2006. They are hereby
promulgated and shall go into effect as of March 1, 2007.
Chairman of the China Banking Regulatory Commission: Liu Mingkang

January 23, 2007

Measures for Administering Trust Companies
Chapter I General Provisions

Article 1

In accordance with the Trust Law of the People’s Republic of China, the Banking Supervision Law of the People’s Republic of China
and other laws and regulations, the present Measures are formulated with a view to intensifying the supervision and management of
trust companies, regulating the business operations of trust companies and promoting the sound development of trust industry.

Article 2

The term “trust company” as mentioned in the present Measures means the financial institutions set up according to the Company Law
of the People’s Republic of China and the present Measures and mainly conduct the trust business.

The term “trust business” as mentioned in the present Measures means the trust companies’ business operations that the trust company
commits to trust and handle trust affairs under fiduciary capacity in order to run business and obtain remunerations.

Article 3

The trust property may not belong to the trust company’s inherent property, or the trust company’s liabilities for the beneficiaries.
The trust property may not be a part of the trust company’s property to be liquidated when the company is terminated.

Article 4

A trust company shall, when engaging in trust activities, comply with laws and regulations and the stipulations in trust documents,
may not infringe upon national interests, public interests or the lawful rights and interests of the beneficiaries.

Article 5

China Banking Regulatory Commission shall take charge of supervising and administering trust companies and business activities thereof.

Chapter II Establishment, Alteration and Termination of Trust Institutions

Article 6

When establishing a trust company, the form of a limited liability company or a company limited by shares shall be adopted.

Article 7

When establishing a trust company, the approval of China Banking Regulatory Commission shall be obtained and a financial license
shall be obtained.

No entity or individual may conduct any trust business and no business entity may use the term “trust company” in its corporate name
until the approval of China Banking Regulatory Commission is obtained, except it is stipulated otherwise by any law or regulation.

Article 8

As regards setting up a trust company, the following conditions shall be met:

(1)

possessing the articles of association, which comply with the provisions of the Company Law of the People’s Republic of China and
those of China Banking Regulatory Commission;

(2)

possessing shareholders, which are qualified for purchasing shares as provisioned by China Banking Regulatory Commission;

(3)

possessing the minimum registered capital as provisioned by the present Measures;

(4)

possessing directors, senior mangers and trust employees suitable for their business, who are qualified for holding corresponding
post as prescribed by China Banking Regulatory Commission;

(5)

possessing a sound organizational structure, instructions for operating trust business and a system of risk control;

(6)

possessing a business place as required, safety measures and other business-related facilities;

(7)

other conditions as prescribed by China Banking Regulatory Commission.

Article 9

China Banking Regulatory Commission shall examine an application for establishing trust company in accordance with the relevant laws
and regulations and the principle of prudent supervision, and make a decision on whether to approve it or not. In case it decides
to disapprove the application, the reasons shall be specified.

Article 10

The minimum registered capital of a trust company shall be 300 million Yuan or the equivalent convertible currency, and the registered
capital shall be monetary and paid-in.

When applying for conducting such businesses as enterprise annuity fund, securities underwriting and asset securitization, etc, the
requirements on minimum registered capital prescribed by related laws and regulations shall be met.

China Banking Regulatory Commission may, in light of the needs of development of trust company industry, adjust the minimum amount
of trust companies’ registered capital.

Article 11

No trust company may set up any branch institution either directly or in any disguised form without the approval of China Banking
Regulatory Commission.

Article 12

A trust company shall obtain the approval of China Banking Regulatory Commission under any of the following circumstances:

(1)

to change its name;

(2)

to change its registered capital;

(3)

to change its domicile;

(4)

to change the organization form;

(5)

to adjust its business scope;

(6)

to change any director or senior manager;

(7)

to change any shareholder or adjust equity structure, except for holding the circulated shares of a listed company less than 5% of
the total shares of the company;

(8)

to revise its articles of association;

(9)

to merger or divide;

(10)

other circumstances as stipulated by China Banking Regulatory Commission.

Article 13

In case a trust company applies for dissolution owing to division, merger or any other cause for dissolution as stipulated in the
articles of association, it shall dissolve upon the approval of China Banking Regulatory Commission and organize liquidating group
to conduct liquidation in accordance with law.

Article 14

In case a trust company can not pay off its due debts and does not possess enough assets to cover the debts or it obviously lacks
repayment ability, it may, upon the consent of China Banking Regulatory Commission, apply for bankruptcy to the people’s court.

With regard to such a trust company, China Banking Regulatory Commission may directly apply to the people’s court for reforming or
conducting bankruptcy liquidation.

Article 15

In case a trust company is terminated, its duties of managing trust affairs shall be terminated concurrently. The liquidating group
shall appropriately keep the trust property, prepare a report on the disposal of trust affairs and hand over trust property to the
new trustee. In case the trust document makes otherwise stipulations, such stipulations shall prevail.

Chapter III Business Scope

Article 16

A trust company may apply for conducting part or all of the following businesses of domestic or foreign currency:

(1)

trust of capital;

(2)

trust of movable property;

(3)

trust of real estate;

(4)

trust of negotiable instruments;

(5)

trust of any other property or property rights;

(6)

to engage in investment fund business as a promoter of a investment fund or fund management company;

(7)

to conduct such businesses as the reorganization, purchase and merger of enterprise assets, fund-raising for project, corporation
finance and financial consultation, etc;

(8)

to conduct the securities underwriting businesses upon commission as approved by the related departments under the State Council;

(9)

to conduct such businesses as brokerage, consultation and credit investigation, etc;

(10)

to provide safe-keeping services upon commission and to operate the business of safety-deposit boxes;

(11)

other businesses as prescribed in any law or regulation or approved by China Banking Regulatory Commission.

Article 17

A trust company may, in accordance with the provisions of the Trust Law of the People’s Republic of China and the relevant laws and
regulations, conduct charitable trust activities.

Article 18

A trust company may, according to different trust purposes, different varieties of trust property and different management styles
of trust property, set up different varieties of trust business in light of market demand.

Article 19

A trust company may, according to the stipulations in the trust documents, manage, use or dispose its trust property by means of
investment, sales, inter-bank deposits, purchasing for reselling, lease or loans, etc. Where China Banking Regulatory Commission
makes otherwise provisions, the related provisions shall prevail.

No trust company may manage or use trust property in manners of selling out for repurchasing.

Article 20

Such businesses as inter-bank deposits, inter-bank offers, loans, lease and investment may be conducted by a trust company under
the item of inherent business. The investment business shall be limited to investment in financial companies in form of equity as
well as investment in financial products and self-use inherent assets.

Except it is otherwise stipulated by China Banking Regulatory Commission, no trust company may make industrial investment with its
inherent property.

Article 21

Except it is stipulated otherwise by China Banking Regulatory Commission, a trust company may not conduct the liability businesses
other than the business of inter-bank loans with the balance of its inter-bank loans not more than 20% of its net assets.

Article 22

A trust company may provide guarantee for outsiders, provided that the guarantee balance may not be more than 50% of its net assets.

Article 23

A trust company shall, when operating foreign exchange trust business, conform to the related provisions of the state on foreign
exchange control and subject itself to the examination and supervision of the competent foreign exchange department.

Chapter IV Operating Rules

Article 24

A trust company shall, when managing, operating or disposing its trust property, scrupulously perform its duties, fulfill its obligations
of honesty, good faith, prudence and effective management as well as safeguard the beneficiaries’ best interests.

Article 25

A trust company shall, when handling trust affairs, avoid the conflict of interests. When it is impossible to avoid such conflict,
it shall fully release the related information to the trustors and the beneficiaries or refuse to conduct such business.

Article 26

A trust company shall dispose of trust affairs by itself. In case any trust document stipulates otherwise or it has any reason of
necessity, it may entrust others to dispose of trust affairs on behalf of it, but the trust company shall fully fulfill the obligation
of supervision and be responsible for the acts carried out for disposing trust affairs by the entrusted party.

Article 27

Except it is stipulated otherwise in any law or regulation or trust document, a trust company has the obligation of keeping secret
the information and the relevant situation on its trustors and beneficiaries as well as that on its handling of trust affairs in
accordance with law.

Article 28

A trust company shall appropriately completely record its disposing of trust affairs and report its trustors and beneficiaries the
situation on trust property and its management, operation, disposal as well as revenue and expenditure on a regular basis.

A trustor or beneficiary has the right to be informed of the situation on the management, operation, disposal as well as revenue and
expenditure of his/her/its trust property by the trust company and require the trust company to make related explanations.

Article 29

A trust company shall manage its trust property and inherent property separately and keep accounts thereof separately. And it shall
also manage the trust property of different trustors separately and keep accounts thereof separately.

Article 30

A trust company shall set up accounts in accordance with law, make business accounting for the trust business and non-trust business
respectively and make business accounting for each trust business separately.

Article 31

The trust business department of a trust company shall be independent from the company’s other departments, this department’s personnel
may not concurrently hold any post in any other department of the company, and the business information of this department may not
be shared with this company’s other departments.

Article 32

In case a trust is established in the form of trust contract, the following items shall be indicated in the trust contract:

(1)

the trust purpose;

(2)

name or post_title and domicile of the trustor and that of the trustee;

(3)

beneficiaries or scope thereof;

(4)

scope, variety and situation of trust property;

(5)

rights and obligations of the parties to the trust;

(6)

release and assuming of the risks involved in the management of trust property;

(7)

management style of trust property and the trustee’s management right ;

(8)

trust interests calculation as well as the form and method for delivering trust interests to the beneficiaries;

(9)

calculation and payment of remunerations for the trust company;

(10)

assuming of the tax on trust property and the calculation of other expenses;

(11)

trust period and termination ;

(12)

ownership of trust property at the time of the termination of the trust;

(13)

reporting of trust affairs;

(14)

liabilities for breaching contract by the parties to the trust and the method for settling dispute;

(15)

method for choosing new trustee;

(16)

other items that is necessary to be indicated as considered by the parties to the trust.

In the case of establishing a trust in the form of any written document other than trust contracts, the items to be indicated in the
written document shall accord with the related laws and regulations.

Article 33

When conducting inherent business, no trust company may commit any of the following behaviors:

(1)

to contribute funds or transfer property to any of its associated parties;

(2)

to provide guarantee for any of its associated parties;

(3)

to raise funds by pledging the equity held by any this company’s shareholder.

The associated parties of a trust company shall be defined according to the Company Law of the People’s Republic of China and the
related enterprise accounting standards.

Article 34

When conducting trust business, no trust company may commit any of the following activities:

(1)

to seek improper interests by taking advantage of its status as trustee;

(2)

to misappropriate its trust property for any non-trust purpose;

(3)

to promise that the trust property would suffer no loss or guarantee a minimum return;

(4)

to provide guarantee with trust property;

(5)

other activities prohibited by any law or regulation or China Banking Regulatory Commission.

Article 35

A trust company shall, on the basis of fair market price, conduct associated transactions, report each transaction to China Banking
Regulatory Commission in advance and release the related information according to the related provisions.

Article 36

Except it is otherwise stipulated by China Banking Regulatory Commission, a trust company shall collect remunerations in the form
of commission charge or brokerage expense as agreed to in the trust documents when operating any trust business.

A trust company shall inform the beneficiaries of the fact of collecting remunerations and shall explain the detailed charging rates
to them.

Article 37

In case a trust company handles its trust property by disobeying the original trust purpose, or causes any loss to the trust property
owing to its violation of management duties or improper handling of the trust affairs, it may not ask for paying remunerations before
it recovers the trust property’s original status or makes compensates correspondingly.

Article 38

The expenses spent and the liabilities assumed by a trust company for its disposal of trust affairs shall be undertaken by the trust
company with the trust property, Provided that they are listed in the trust contract or expressly notified to the beneficiary. A
trust company shall enjoy the priority of being compensated with the trust property, if it makes advance payment with its inherent
property. The liabilities born and damages suffered by the trust company from its disobeying of management duties or improper management
of trust affairs shall be undertaken by the trust company with its inherent property.

Article 39

In case a trust company handles its trust property with violation of the trust purpose, or if it has gross negligence in the management,
operation or disposal of its trust property, the trustor or beneficiary has the right fire the trust company as stipulated in the
trust document or applies for the people’s court to fire the trust company.

Article 40

In case the trustee is terminated in accordance with law, a new trustee shall be chosen as stipulated in the trust document; in the
case of no such stipulations in the trust document, the trustor may make a selection at its own will; if the trustor is unable to
make a selection, the beneficiary shall do it; in case the beneficiary is a person of no or limited capacity for civil conduct, his/her
guardian may make a selection in accordance with law. Prior to the selection of a new trustee, China Banking Regulatory Commission
may design a temporary trustee.

Article 41

A trust company shall, when conducting trust business, terminate a trust where it faces any of the following circumstances:

(1)

a cause for termination stipulated in the trust document occurs;

(2)

the continuous existence of the trust goes against the trust purpose;

(3)

the trust purpose has came true or can’t be realized;

(4)

the parties to the trust agree to do so upon negotiations;

(5)

the trust period has expired;

(6)

the trust has been rescinded;

(7)

the trust has been canceled;

(8)

all the beneficiaries of the trust have abandoned the beneficiary right.

Article 42

In case a trust is terminated, the trust company shall make a liquidation report on disposing trust affairs as stipulated in the
trust document. In case no objection to the liquidation report is presented by the beneficiary of the trust or the person enpost_titled
to owning the trust property, the trust company may be absolved from the items listed in the liquidation report, except for any misconduct
committed by that the trust company.

Chapter V Supervision and Management

Article 43

A trust company shall build up an organizational structure mainly composed of the shareholders’ meeting, the board of directors,
the board of supervisors and senior management level, etc, whose respective duties and responsibilities clearly defined so as to
guarantee their independent operation and effective check and balance, and form a scientific and highly efficient policy-making,
incentive and constraint mechanism.

Article 44

A trust company shall, in accordance with the principle of the separation of duties, arrange corresponding posts, ensure that the
company may prevent risks from occurring in advance, control the emerging risks and supervise and correct the occurred risks, and
form a sound inner control system and supervision system.

Article 45

A trust company shall formulate the rules for operating trust business and other businesses according to the related provisions,
set up and perfect its business management system and inner control system and report them to China Banking Regulatory Commission
for record.

Article 46

A trust company shall set up and perfect its financial and accounting system according to the related provisions of the state and
factually record and comprehensively reflect its business activities and financial situations. Its annual financial accounting statement
shall be audited by a well qualified intermediary institution.

Article 47

China Banking Regulatory Commission may check any trust company’s business activities on a regular or irregular basis; it may require
any trust company to provide the related auditing report issued by a well qualified intermediary institution when necessary.

A trust company shall provide the related statements and materials on its business activities and financial situation as required
by China Banking Regulatory Commission and factually introduce the related business situation.

Article 48

Net capital management shall be adopted by China Banking Regulatory Commission over trust companies. The specific measures shall
be formulated by China Banking Regulatory Commission separately.

Article 49

5% of its annual after-tax profits shall be drawn by a trust company as trust compensation reserve, but when the accumulated amount
of the compensation reserve accounts for 20% of the registered capital of this company, it is not required to do so any longer.

A trust company’s compensation reserve shall be deposited in a domestic commercial bank that possesses stable operation and certain
strength or used to purchase treasury bonds or other forms of securities with low risk and high liquidity.

Article 50

An examination system shall be adopted by China Banking Regulatory Commission for the post-holding qualifications of the trust companies’
directors and senior managers. No director or senior manager who has not been examined or fails to pass the examination may hold
the post.

In case a director or senior manager leaves the post, a trust company shall conduct a post-leaving audit and report China Banking
Regulatory Commission the auditing result for record. In case the legal representative of a trust company is changed, the original
legal representative may not leave his/her post until China Banking Regulatory Commission examines and approves the post-holding
qualification of the new legal representative.

Article 51

A trust business qualification management system shall be adopted by China Banking Regulatory Commission with regard to the trust
practitioners of trust companies. A qualification certificate shall be issued to anyone satisfying the conditions; those failing
to obtain a qualification certificate for trust practitioners may not engage in the trust business.

Article 52

In case a director, senior manager or trust practitioner of a trust company violates any law, administrative regulation or any related
provision of China Banking Regulatory Commission, China Banking Regulatory Commission has the power to cancel his/her post-holding
qualification or professional qualification.

Article 53

China Banking Regulatory Commission may, in light of the needs for performing its duties, hold talks on supervision and management
with any director or senior manager of a trust company and requires him/her to explain the major issues involved in the business
activities and risk management of the trust company.

Article 54

In case a trust company goes against the prudent operation rules, China Banking Regulatory Commission shall order it to make corrections
within a certain time limit; if it fails to do so or its behavior seriously threatens its stable operations or infringes upon the
lawful rights and interests of the beneficiaries, China Banking Regulatory Commission may, in accordance with the Banking Supervision
Law of the People’s Republic of China and other relevant laws, adopt such regulatory measures as suspending its business or restricting
its shareholders’ rights, etc. in light of different circumstances.

Article 55

In case a credit crisis has already or may be encountered by a trust company and the lawful rights and interests of the beneficiaries
are severely infringed upon, China Banking Regulatory Commission may take over the trust company in accordance with law or urge it
to conduct structural reorganization.

Article 56

In Case China Banking Regulatory Commission, after approving the establishment, alteration or termination of a trust company, discovers
that there is any concealing or fabrication in the application materials, it may order the trust company to make up or correct or
it may cancel the approval.

Article 57

A trust company may join China Trustee Association to be a member therein and accept industrial self-discipline.

China Trustee Association shall, when conducting activities, be subject to the guidance and supervision of China Banking Regulatory
Commission.

Chapter VI Penalty Provisions

Article 58

In case any entity or individual sets up any trust company without the approval of China Banking Regulatory Commission, China Banking
Regulatory Commission shall cancel the trust company in accordance with law; if any crime is committed, criminal liabilities shall
be investigated on it or him; where no crime is committed, China Banking Regulatory Commission shall confiscate the illegal proceeds,
and in case the illegal proceeds are 500,000 Yuan or more, a fine of not less than the illegal proceeds but not more than five times
that shall be imposed; if there are no illegal proceeds or that are less than 500,000 Yuan, a fine of not less than 500,000 Yuan
but not more than 2 million Yuan shall be imposed.

Article 59

In case any trust company sets up any branch institution without the approval of China Banking Regulatory Commission or conducts
any business as prohibited in Articles 19, 20, 21, 22, 33 or 34 of the present Measures, China Banking Regulatory Commission shall
order it to make corrections, confiscate its illegal proceeds (if any) and impose a fine of not less than the illegal proceeds but
not more than five times that if the illegal gains are 500,000 Yuan or more; if there are no illegal proceeds or that are less than
500,000 Yuan, a fine of not less than 500,000 Yuan but not more than 2 million Yuan shall be imposed; if the circumstance is especially
severe or the trust company fails to correct within the provisioned time limit, China Banking Regulatory Commission shall order it
to suspend its business for rectification or cancel its financial license; and where any crime is committed, criminal liabilities
shall be investigated.

Article 60

In case any trust company violates any other provision of the present Measures, China Banking Regulatory Commission shall, in accordance
with the Banking Supervision Law of the People’s Republic of China and other relevant laws and regulations, take corresponding punishment
measures.

Article 61

In case a trust company commits any illegal operation or poor management, and if the trust company is not cancelled, the financial
order or the public interests would be seriously damaged, China Banking Regulatory Commission shall cancel it in accordance with
law.

Article 62

As regards a director, senior manager or any other personnel directly held liable for the trust company’s violation, such punishment
measures as imposing a fine, canceling his/her post-holding qualification or professional qualification shall be made by China Banking
Regulatory Commission in light of the different circumstances and according to the Banking Supervision Law of the People’s Republic
of China and other related laws and regulations.

Article 63

Any entity or individual that has objection to the punishment decision made by China Banking Regulatory Commission may apply for
administrative review or lodge an administrative lawsuit to the people’s court in accordance with law.

Chapter VII Supplementary Provisions

Article 64

If a trust company does not perform its management duties by itself, namely, not undertaking the duties of investment manager, its
registered may not be less than 100 million Yuan or the equivalent convertible currency. The present Measures shall be applicable
to trust companies of this category by analogy.

Article 65

China Banking Regulatory Commission is responsible for interpreting the present Measures.

Article 66

The present Measures shall go into effect as of March 1, 2007. The Measures for Administering Trust and Investment Companies (Decree
No.5, 2002 of the People’s Bank of China) shall be repealed.

The China Banking Regulatory Commission
2007-01-23

CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON PROHIBITING ASSIGNING QUOTA OF INVITING INVESTMENT TO SUBORDINATE GOVERNMENTS AND LINKING UP THEIR PERFORMANCE WITH THE QUOTA COMPLETION

Circular of the General Office of the Ministry of Commerce on Prohibiting Assigning Quota of Inviting Investment to Subordinate Governments
and Linking Up Their Performance with the Quota Completion

The competent departments of commerce in all provinces, autonomous regions, municipalities directly under the Central Government,
cities specifically designated in the state plan and Xinjiang Production and Construction Corps:

Currently, the work of absorbing foreign investment has entered a new stage in China and great progress has been achieved in making
the investment invitation more scientific and standardized. Local governments and the competent departments of investment invitation
at various levels have made their contributions to inviting foreign investment by committing themselves to the work and providing
good service for foreign investors in China. However, there still remain some unreasonable emphases in invitation instead of in administration
and in scale instead of in quality. Some local governments have attached undue importance to the quantity of foreign investment and
simply assigned “inflexible quota” to their subordinate, regardless of the quality, or they may even link up the quantity of foreign
investment invited with the assessment of the cadres’ achievements and their salaries and bonuses, which will not only interfere
in the normal operation of the government, but also serve as the hotbed of untruthful reports of figures and irrational and malign
competitions between different regions, and undermine the uniformity and seriousness of the national policies and laws. It runs counter
to the requirements of the scientific outlook on development and will do harm to the quality and level of the absorbed foreign investment.
For the purpose of checking this trend and raise the quality and level of the absorbed foreign investment, it is hereby notified:

The scientific outlook on development shall be strictly followed and it is prohibited to assign quota of inviting investment to subordinate
governments and linking up their performance with the quota completion. China’s main competitiveness in absorbing foreign investment
lies in the long-term steady growth of national economy, political stability, improvement of people’s livelihood, huge market potential
and constantly improving investment environment. Local governments and institutions at various levels shall unswervingly implement
the principles of the State Council and prevent and put an end to all practices of assigning quota to the subordinate departments
and appraising their performance with the quota completion as the only indicator. Meanwhile, emphasis should be laid on improving
the investment environment and raising the quality of service, with a view to further optimizing the foreign investment mix and accelerating
the shift of foreign investment absorption to a growth mode which stresses quality and efficiency. In the future, the Ministry of
Commerce will intensify its supervision over the local authorities and conduct a regular inspection for the aforementioned phenomena
as well as that of mobilizing everyone to attract investment; in serious cases, a notice of criticism shall be circulated.

II.

The Ministry of Commerce shall strengthen the guidance to the formulation and implementation of investment promoting strategy of local
governments, adopt scientific policies, innovate the working methods and measures and boost the investment promoting efficiency,
in accordance with the objectives of the state macro-economic development and the reality of economic development and industrial
distribution. The Ministry of Commerce will provide technical support for the less developed areas in Central-Western Region in image-building,
programme introduction and recommendation, information exchange and personnel training through “the Assistance Centre of Investment
Promoting for Less-Developed Areas” so as to improve the investment promoting work in these areas.

III.

The Ministry of Commerce will cooperate with relevant institutions and conduct an appraisal of local investment environment and performance
of the local authorities in investment promoting, with a view to constantly improving the investment environment and raising the
level of investment promoting.

General Office of the Ministry of Commerce

February 2, 2007

General Office of the Ministry of Commerce
2007-02-02

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

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

Shang Zi Han [2007] No. 26

Nanjing Municipal People’s Government and Nanjing Economic-Technological Area,

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

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

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

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

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

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

Ministry of Commerce

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

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

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

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

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

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

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

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

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

Ministry of Commerce
2007-02-12

CIRCULAR OF THE MINISTRY OF COMMERCE, THE MINISTRY OF FINANCE, THE STATE ADMINISTRATION OF TAXATION, THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE, THE NATIONAL BUREAU OF STATISTICS AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON EXERCISING THE WORK OF JOINT ANNUAL INSPECTION ON FOREIGN-FUNDED ENTERPRISES OF 2006

Circular of the Ministry of Commerce, the Ministry of Finance, the State Administration of Taxation, the State Administration for
Industry and Commerce, the National Bureau of Statistics and the State Administration of Foreign Exchange on Exercising the Work
of Joint Annual Inspection on Foreign-funded Enterprises of 2006

The administrative departments of commerce, public finance departments (bureaus), State tax bureaus, local tax bureaus, administrations
of industry and commerce, statistics bureaus as well as foreign exchange bureaus of each provinces, autonomous region, municipality
directly under the Central Government, city specifically designated in the state plan and the Xinjiang Production and Construction
Corps:

Exercising joint annual inspection on foreign-funded enterprises is a significant measure of our country to transform the government’s
managerial mode and improve investment environment. In order to earnestly implement the principle of the Notice on the Implementation
Scheme for the Joint Annual Inspection on Foreign-funded Enterprises (Wai Jing Mao Zi Fa [1998] No. 938, hereinafter referred to
as the Notice) and do a good job in the joint annual inspection on foreign-funded enterprises in 2007, the relevant issues are hereby
informed as follows;

Upon the approval of the State Council, the General Administration of Customs may not be on the team of the joint annual inspection,
meanwhile, the National Bureau of Statistics is added as a member thereof. Each joint annual inspection department shall, in strict
accordance with the requirements of the Notice, organize the joint annual inspection on foreign-funded enterprises, and shall, in
the process of work, strengthen coordination and cooperation, carefully arrange, elaborately organize, actually take effective measures
and make more efforts to publicize so as to enhance the enterprises’ participating rate. The relevant departments of annual joint
inspection shall timely sort out, nullify and revoke the enterprises without capital, site and structure, and shall, in accordance
with law and regulations, handle and punish enterprises that fail to declare annual inspection, make unfaithful declaration or commit
law-breaking or rule-breaking acts in production or business operations

The joint annual inspection on foreign-funded enterprises is from March,1 to June, 30, 2007. The inspection content thereof is the
enterprises’ operation status in 2006.

Each joint annual inspection member shall further intensify communication and coordination, give full play to the existing network
resources, make the on-line annual inspection develop orderly, and try out electronic signature and seal in partial conditional provinces
and municipalities so as to further lower enterprises’ burden and realize the on-line inspection in the true sense.

Joint annual inspection members shall reinforce direction on the grass-rooted inspection work, timely grasp the progress of the inspection,
coordinate and resolve problems arised during the inspection so as to ensure that the local inspection work develops orderly. And
they shall strengthen the administration on the intermediary institutes such as accounting firm, etc., and shall strictly handle
any rule-breaking act committed by intermediary institutes, transfer it to competent departments if necessary to adopt corresponding
industrial administration measures.

Each joint annual inspection department shall reinforce training governmental departments and joint annual inspection personnel so
as to improve the personnel’s vocational level and guarantee the smooth and highly effective inspection.

The Ministry of Commerce

The Ministry of Finance

The State Administration of Taxation

The State Administration for Industry and Commerce

The National Bureau of Statistics

The State Administration of Foreign Exchange

March 1, 2007

The Ministry of Commerce, the Ministry of Finance, the State Administration of Taxation, the State Administration for
Industry and Commerce, the National Bureau of Statistics and the State Administration of Foreign Exchange
2007-03-01

MEASURES FOR EXAMINING DRUG ADVERTISEMENTS

Decree of the State Food and Drug Administration and the State Administration of Industry and Commerce

No.27

The Measures for Examining Drug Advertisements have been deliberated and adopted by the State Food and Drug Administration and the
State Administration of Industry and Commerce of the People’s Republic of China They are hereby promulgated by the sequence number
of the order of the State Food and Drug Administration, and shall go into effect as of May 1, 2007.
Director of the State Food and Drug Administration, Shao Mingli

Director of the State Administration of Industry and Commerce, Zhou Bohua

March 13, 2007

Measures for Examining Drug Advertisements

Article 1

According to the Advertising Law of the People’s Republic of China (hereinafter referred to as Advertising Law), the Drug Administration
Law of the People’s Republic of China (hereinafter referred to as Drug Administration Law), the Rules for Implementing the Drug Administration
Law of the People’s Republic China (hereinafter referred to as Rules for Implementing the Drug Administration Law) and other related
state provisions on the supervision and administration of ads and drugs, the present Measures are enacted with a view to strengthening
the administration of drug advertisements (hereinafter referred to as drug ads) and guaranteeing the authenticity and legality of
drug ads.

Article 2

All the ads containing drug names, applicable diseases (functions and indications) or other drug-related content and published through
various mediums or in various forms belong to drug ads and shall be examined under the present Measures.

As regards a nonprescription drug ad that only publicizes the name of the drug (including the general name and commodity name) or
a prescription drug ad that only publicizes the name of the drug (including the general name and commodity name) on designated professional
publications of medicine science and pharmacy, the examination is not required.

Article 3

A drug ad for being examined may not pass the examination unless it complies with the following laws, regulations and related provisions:

(1)

Advertising Law;

(2)

Drug Administration Law;

(3)

Rules for Implementing the Drug Administration Law;

(4)

Standards for Examining and Issuing Drug Ads;

(5)

Other state provisions on administrating ads.

Article 4

The drug administrative departments of the provinces, autonomous regions and municipalities directly under the Central Government
shall be the examination organs of drug ads and shall, within their respective administrative regions, take charge of examining the
drug ads. The administrative departments of industry and commerce at or above the county level shall be the supervisory and administrative
organs of drug ads.

Article 5

The State Food and Drug Administration shall conduct guidance and supervision over the examination work of drug ads as made by the
examination organs of drug ads, and shall, according to law, punish the examination organs for any violation of the present Measures.

Article 6

Only a qualified manufacturing or trading enterprise of the drug may file an application for a drug license number. In case a trading
enterprise files such application, the consent of the manufacturing enterprise shall be obtained.

An applicant may entrust an agent to deal with the application matters for a drug ad license number on behalf of it.

Article 7

An application for a drug ad license number shall be filed with the examination organ of drug ads at the locality of the manufacturing
enterprise of the drug.

An application for the ad license number of an import drug shall be filed with the examination organ of drug ads at the locality of
the agency of the import drug.

Article 8

For applying for a drug ad license number, an applicant shall provide a Drug Ad Examination Form (Attached List 1), with the electronic
document of the sample manuscript (film or tape) consent with the content to be published and that of the application form for drug
ad attached, and, meanwhile, provide the following true, legal and effective evidentiary documents:

(1)

Photocopy of the Business License of the applicant;

(2)

Photocopy of the Drug Manufacturing License or Drug Trading License of the applicant;

(3)

In case the applicant is a trading enterprise of the drug, the original evidentiary document on the fact that the manufacturing enterprise
agrees to its status as applicant shall be submitted;

(4)

Where the applicant entrusts an agent to apply for a drug ad license number, the original authorization letter produced by the applicant
and the photocopy of the agent’s business license and other evidentiary documents on the agent’s subject status shall be provided;

(5)

Photocopies of the drug approval certificates (including Registration Certificate for Import Drug and Registration Certificate for
Medical Product), photocopy of the approved drug instructions as well as the label and instructions actually used;

(6)

As regards a nonprescription drug ad, a photocopy of the examination and registration certificate of the nonprescription drug or photocopies
of the related evidentiary documents shall be provided;

(7)

For applying for the ad license number of an import drug, the photocopies of the related evidentiary documents on the qualification
of the drug import agencyshall be provided;

(8)

In case the ad involves the commodity name of the drug, the registered trademark or patent, etc, the photocopies of the related evidentiary
valid documents and other evidentiary documents confirming the authenticity of the content of the ad shall be provided.

The photocopy of any evidentiary documents to be provided as provisioned in this Article shall be affixed with the seal of the entity
holding it.

Article 9

An examination organ of drug ads may not accept an enterprise’s application for drug ad under any of the following circumstances:

(1)

Any of the circumstances under which the application may not be accepted as provisioned in Articles 20, 22 and 23 of the present Measures;

(2)

The administrative procedure for revoking the drug ad license number is going on.

Article 10

Where the application materials are complete and satisfy the statutory requirements, an examination organ of drug ads shall issue
a Notice of Drug Ad Acceptance after receiving an application for a drug ad license number, and, where they are not complete or fail
to satisfy the statutory requirements, it shall, on the spot or within 5 workdays, inform the applicant of the content to be corrected
once and for all ; in case it fails to do so within the prescribed time limit, the day of the receipt of the application materials
shall be deemed as the day of acceptance.

Article 11

An examination organ of drug ads shall examine the authenticity, legality and validity of the evidentiary documents provided by the
applicant within 10 workdays since its acceptance of the application and examine the content of the ad in accordance with law. Where
the drug ad passes the examination, it shall issue a drug ad license number; otherwise, it shall make a decision on rejecting issuing
a drug ad license number, inform the applicant of the decision in written form and make explanations, and, meanwhile, inform the
applicant of its right to apply for an administrative reconsideration or lodge an administrative lawsuit in accordance with law.

As regards an approved drug ad, the examination organ of drug ads shall report it to the State Food and Drug Administration for archival
filling and send the approved Drug Ad Examination Form to the ad supervisory and administrative organ at the same level for archival
filling. In case the State Food and Drug Administration finds any problem in the drug ad reported for archival filling, it shall
order the examination organ of drug ads to make corrections.

The drug supervisory and administrative departments shall timely publicize the approved drug ads to the general public.

Article 12

The archive-filing formalities shall be gone through beforehand at the examination organ of drug ads of the place where the ad is
to be published, if the drug ad is to be published in any province, autonomous region, or municipality directly under the Central
Government other than the place where the manufacturing enterprise of the drug or the import drug agency is located (hereinafter
referred to as publishing drug ad in any other place).

Article 13

For publishing any drug ad in any other place, the following materials shall be provided:

(1)

Photocopy of the Drug Ad Examination Form;

(2)

Photocopy of the approved drug instructions;

(3)

For a TV or radio ad, a tape, CD or any other medium carrier with content identical with the content passing the examination shall
be submitted;

The photocopy of any evidentiary document to be provided as provisioned in this Article shall be affixed with the seal of the entity
holding it.

Article 14

As regards an application for the archive-filing of a drug ad published in any other place filed according to the provisions of Articles
12 and 13 of the present Measures, the examination organ of drug ads shall, within 5 workdays as of the acceptance of the archive-filing
application, put it on record, endorse the word “Filed” on the Form, affix the special seal for the examination of drug ads and send
a copy of the Form to the ad supervisory and administrative organ at the same level for future reference.

Where the examination organ of drug ads at the place where a drug ad is to be put on record holds that the drug ad fails to comply
with the related provisions, it shall fill in the Opinion on the Archive-filing of Drug Ads (Attached List 2) and send it to the
original examination organ of drug ads for reexamination, and a copy thereof shall be sent to the State Food and Drug Administration.

The original examination organ shall inform the examination organ of drug ads at the place where the drug ad is to be put on record
of its opinion within 5 workdays since the day when it receives the Opinion on the Archive-filing of Drug Ads. In case the two examination
organs of drug ads can’t achieve a consensus, the State Food and Drug Administration may be invited to make a ruling thereon.

Article 15

A drug ad license number’s valid period shall be one year, and once the period expires it shall become invalid.

Article 16

When publishing an approved drug ad, no content of the ad may be altered. In case it is necessary to alter any content, the drug
ad license number shall be reapplied.

Article 17

In case a drug ad applicant publishes the drug ad by itself, the original Drug Ad Examination Form shall be kept for two years for
future reference.

In case an ad publisher or operator is entrusted by a drug ad applicant to act as an agent or publish the drug ad, it shall check
the original Drug Ad Examination Form, publish the drug ad on the basis of the examined and approved content, and keep the photocopy
of the Form for two years for future reference.

Article 18

Where an approved drug ad falls within any of the following circumstances, the original examination organ of the drug ad shall issue
a Notice on the Reexamination of Drug Ads (Attached List 3) to the applicant of the drug ad and reexamine the drug ad in accordance
with law. The drug ad may be continually published during the reexamination period:

(1)

The State Food and Drug Administration holds that the content of the approved drug ad fails to comply with the related provisions;

(2)

An ad supervisory and administrative organ at the provincial level or above suggests the reexamination of the drug ad;

(3)

Any other circumstance under which the examination organ of drug ads holds that it is necessary to reexamine.

Where, upon reexamination, the original examination organ of drug ads holds that the drug ad fails to meet the statutory conditions,
it shall take back the Drug Ad Examination Form and cancel the original drug ad license number.

Article 19

The examination organ of drug ads shall write-off the drug ad license number under any of the following circumstances:

(1)

The Drug Manufacturing License or Drug Trading License has been canceled;

(2)

The approval certifications on the drug have been cancelled or written-off;

(3)

The State Food and Drug Administration or the drug supervisory and administrative department of the province, autonomous region, or
municipality directly under the Central Government has ordered to suspend the production, sale and use of the drug.

Article 20

In case false publicity is made by altering an approved drug ad’s content without authorization, the drug supervisory and administrative
department shall order to stop such publishing immediately, revoke the ad license number of such drug and may not accept the application
for the examination and approval of any ad on such drug within one year.

Article 21

As regards any illegal drug ad that enlarges the scope of applicable diseases (functions and indications) of the drug at will, absolutely
exaggerates the curative effects of the drug and severely cheats and misleads the consumers, once the drug supervisory and administrative
department at the provincial level or above finds, an administrative coercive measure shall be adopted to suspend the sale of such
drug within its jurisdiction and, meanwhile, order the enterprise illegally publishing the drug ad to publish a notice of correction
on the corresponding local medium. The drug supervisory and administrative department at the provincial level or above shall, within
15 workdays, make a decision on releasing the administrative coercive measure after the notice is published; in case it is necessary
to check the drug, the drug supervisory and administrative department shall, within 15 days since the day when the written check
report is sent, make a decision on whether to release the administrative coercive measure or not.

Article 22

As regards an enterprise providing any false application material for the examination and approval of a drug ad, once the examination
organ of drug ads finds during the acceptance or examination, this enterprise’s application for the examination and approval of any
ad on such drug may not be accepted within one year.

Article 23

In case an enterprise obtains a drug ad license number by submitting false application materials, the examination organ of drug ads
shall, after finding, revoke the drug ad license number and may, within three years, not accept this enterprise’s application for
the examination and approval of any ad on such drug.

Article 24

In case the license number of a drug ad has been taken back, written-off or cancelled according to Articles 18, 19, 20 or 23 of the
present Measures, the publication thereof shall be suspended at once; the examination organ of drug ads of any other place shall
stop accepting such enterprise’s application for the archive-filing of such drug ad’s approved license number.

In case an examination organ of drug ads decides to take back, write-off or cancel a drug ad license number according to Articles
18, 19, 20 or 23 of the present Measures, it shall inform the ad supervisory and administrative organ at the same level to deal with
it in accordance with law within 5 workdays since the day when it makes such administrative handling decision.

Article 25

In case an enterprise publishes a drug ad in other place without sending an archive-filing application to the examination organ of
drug ads at the place where the drug ad is published, once it is found out, it shall be order to go through the formalities for archive-filing
within a prescribed period, where it fails to do so, the publishing activities of such drug ad shall be ordered to be stopped in
that place.

Article 26

The drug supervisory and administrative departments at the county level or above shall monitor and inspect the publication of the
examined and approved drug ads. As regards the illegally published drug ads, the drug supervisory and administrative departments
at each level shall fill in the Notice on Transferring Illegal Drug Ads (Attached List 4) and transfer them together with such materials
as the sample pieces of these illegal drug ads to the ad supervisory and administrative organs for investigating and handling at
the same level ; as regards an other-place publication of a drug ad with approved contend altered without authorization, the examination
organ of drug ads at the place where the drug ad is published shall, according to Article 92 of the Pharmaceutical Administration
Law and Article 20 of the present Measures, put forward a suggestion on revoking the license number of the drug ad to the original
examination organ of drug ads.

Article 27

As regards any illegal drug ad with serious circumstance, the drug supervisory and administrative department under the province,
autonomous region, or municipality directly under the Central Government shall publicize an announcement thereon and report it to
the State Food and Drug Administration, which shall, on a consolidated and regular basis, publicize such reports.

As regards any illegal drug ad with serious circumstance, when necessary, the State Administration of Industry and Commerce and the
State Food and Drug Administration shall jointly publicize an announcement thereon.

Article 28

In case a drug ad is published without being examined and approved or the content of a published drug ad is inconsistent with the
examined and approved one, the ad supervisory and administrative organ shall punish according to Article 43 in the Advertising Law;
in case it constitutes a false ad or a false and misleading publicity, the ad supervisory and administrative organ shall punish according
to Article 37 of the Advertising Law and Article 24 of the Anti-Unfair Competition Law.

In case the ad supervisory and administrative organ, when investigating and punishing a case of illegal drug ad, finds it is necessary
to determine certain professional technical content as involved in the case, it shall send a written notice on the content to be
determined to the drug supervisory and administrative department at the provincial level or above, which shall, within 10 workdays
since the day when the notice is received, feed back the determination result to the ad supervisory and administrative organ.

Article 29

The working personnel undertaking the examination and supervision of drug ads shall be subject to the training on the Advertising
Law, the Drug Administration Law and other related laws and regulations. In case any working personnel of the examination organs
of drug ads and the supervisory and administrative organs thereof neglects his duties, abuses his power or conducts any self-exerting
misconduct, administrative punishment shall be imposed. In case any crime is established, criminal liabilities shall be investigated
in accordance with law.

Article 30

A drug ad license number shall be in the form of “No. 0000000000 of X Drug Ad Examination (Video)”, “No. 0000000000 of X Drug Ad
Examination (Audio)” or “No. 0000000000 of X Drug Ad Examination (Words)”, among which, “X” means the abbreviation of a province,
autonomous region, or municipality directly under the Central Government, “0” consists of 10 digits, the first 6 shall be the date
when the examination is conducted and the last 4 shall be the approved ad’s serial number. “Video”, “Audio” and “Words” means the
medium forms for publishing ads.

Article 31

The present Measures shall go into effect as of May 1, 2007. The Measures for Examining Drug Ads (No. 25 of the State Administration
of Industry and Commerce), which were promulgated by the State Administration of Industry and Commerce and the Ministry of Health
on March 22, 1995, shall be repealed at the same time.

The State Food and Drug Administration, the State Administration of Industry and Commerce
2007-03-13

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING THE TAX MATTERS ABOUT THE RESTRUCTURING OF FOREIGN BANK BRANCHES INTO SOLELY FOREIGN-INVESTED BANKS

Circular of the Ministry of Finance and the State Administration of Taxation Concerning the Tax Matters about the Restructuring of
Foreign Bank Branches into Solely Foreign-invested Banks

Cai Shui [2007] No. 45

The public finance departments (bureaus), state taxation bureaus and local taxation bureaus of each province, autonomous region, municipality
directly under the Central Government and city specifically designated in the state plan, and the Public Finance Bureau of Xinjiang
Production and Construction Corps.,

The Regulations of the People’s Republic of China on Administrating Foreign-invested Banks (Order No. 478 of the State Council) promulgated
by the State Council on November 11, 2006 and the detailed rules for the implementation thereof provided that: where the related
conditions are met, a foreign bank may set up a solely foreign-invested bank within China, and a foreign bank branch set up within
China may be restructured into a solely foreign-invested bank (or the subsidiary bank thereof). During the process of restructuring,
the solely foreign-invested bank (or the subsidiary bank thereof) shall inherit the creditor’s rights and debts of the former foreign
bank branch. As regards the related tax matters about the restructuring of foreign bank branches into solely foreign-funded banks
(or the subsidiary banks thereof), it is the principle that the business activities before and after the restructuring should be
taken as continuous business activities. The related specific tax treatments are hereby informed as follows:

Business Tax and Value-added Tax

When the foreign bank branches are restructured, as regards the transfer of enterprise property rights or stock rights to the restructured
solely foreign-invested banks (or the subsidiary banks thereof), no business tax or value-added tax may be levied .

Enterprise Income Tax

(1)

. As regards assets transfer

Where a foreign bank branch is restructured into a solely foreign-invested bank (or the subsidiary bank thereof), all assets thereof
shall be transferred in light of their respective book value and in accordance with the Circular of the State Administration of Taxation
Concerning the Tax upon the Incomes Generated from the Transfer of Stock Rights by Foreign-invested Enterprises and Foreign Enterprises
(Guo Shui Han [1999] No. 207).

(2)

. As regards making up losses

The business losses suffered by a foreign bank branch in the years before its restructuring may be made up continuously by the restructured
solely foreign-invested bank (or the subsidiary bank thereof), and the fixed number of years for making up losses shall be calculated
continuously after the year when the former foreign bank branch suffered the losses according to the fixed number of years as provided
for in Article 11 of the Income Tax Law of the People’s Republic of China on Foreign-invested Enterprises and Foreign Enterprises
(hereinafter referred to as the Foreign-invested Enterprise Income Tax Law).

(3)

As regards the item of tax preferences

If the preferential tax reduction and exemption treatments for a certain term have not been enjoyed by a foreign bank branch in accordance
with the provisions in the Foreign-invested Enterprise Income Tax Law before its restructuring, or if the term has not expired, the
corresponding restructured solely foreign-invested bank (or the subsidiary bank thereof) may enjoy them until the term expires. If
the term has expired, the restructured solely foreign-invested bank (or the subsidiary bank thereof) may not enjoy them again.

(4)

As regards consolidated payment of taxes

In accordance with Article 5 of the Detailed Rules for Implementing the Foreign-invested Enterprise Income Tax Law, after a foreign
bank branch is restructured into a subsidiary bank of a solely foreign-invested bank, the headquarters of the solely foreign-invested
bank shall pay enterprise income tax on a consolidated basis.

Stamp Tax

In accordance with the Circular of the Ministry of Finance and the State Administration of Taxation Concerning Related Policies on
the Stamp Tax in the Process of Enterprise Restructuring (Cai Shui [2003] No.183), after the restructuring of a foreign bank branch
into a solely foreign-invested bank (or the subsidiary bank thereof), if the capital book accounts and taxable contracts, have been
affixed with the tax stamps in the foreign bank branch, tax stamps will not be affixed with in the restructured solely foreign-invested
bank (or the subsidiary bank thereof) again.

Deed Tax

In accordance with the Circular of the Ministry of Finance and the State Administration of Taxation Concerning Related Policies on
the Deed Tax in the Process of Enterprise Restructuring (Cai Shui [2003] No.183), the deed tax may be exempted if the house property
rights a foreign bank branch owns before the restructuring are transferred to the solely foreign-invested bank (or the subsidiary
bank thereof) set up after the restructuring.

Where a foreign bank branch is restructured into a solely foreign-invested bank (or the subsidiary bank thereof), in case the transfer
is not carried out on the basis of book value, tax shall be levied pursuant to the current related tax law.

The Ministry of Finance

The State Administration of Taxation

March 26, 2007

The Ministry of Finance, The State Administration of Taxation
2007-03-26

CIRCULAR OF THE FOREIGN FUND DEPARTMENT UNDER THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON REPORTING LICENSE USE STATUS OF FOREIGN-FUNDED ENTERPRISES

Circular of the Foreign Fund Department under the State Administration for Industry and Commerce on Reporting license Use Status of
Foreign-funded Enterprises

All foreign fund offices under Administration for Industry and Commerce of each province, autonomous region and municipality directly
under the Central Government:

As annual examination and exchange of new-version business license for foreign-funded enterprises are ongoing all over the country
for now, you are required to report the following information to this Department in the unit of province immediately after receiving
this Circular so as to make a plan as a whole of the printing and distribution of licenses of foreign-funded enterprises and guarantee
license exchange can be done as usual during the annual examination period.

(1)

The actual number of foreign-funded enterprises with a status of legal person and branches thereof as well as the growth rate for
the last two years.

(2)

The actual number of enterprises from foreign countries (regions) and the permanent representative offices thereof that engage in
production and operation in China as well as the growth rate for the last two years.

(3)

The drawing methods for each kind of licenses of foreign-funded enterprises (drawing uniformly by each province, autonomous region
and municipality directly under the Central Government or self-drawing by an authorized administration).

(4)

Cancellation rate of each kind of license in the process of use.

(5)

Stock situation of the new-version business license.

You shall, prior to April 30, gather the aforesaid items and fill them in the Statistics of License Use of Foreign-funded Enterprises.
In the case of self-drawing by authorized administration, the above-mentioned Statistics shall be attached separately, and then reported
to the Foreign Fund Department under the State Administration for Industry and Commerce via electronic documents.

E-mail: wz@saic.gov.cn

Contact person: Wang Junfeng, Comprehensive Office under the Foreign Fund Department

Tel: 010-68057996 or 010-88650408

Appendix: Statistics of License Use of Foreign-funded Enterprises (omitted)

The Foreign Fund Department under the State Administration for Industry and Commerce

April 10, 2007

The State Administration for Industry and Commerce
2007-04-10

ANNOUNCEMENT NO. 43, 2007 OF MINISTRY OF COMMERCE AND GENERAL ADMINISTRATION OF CUSTOMS

Announcement No. 43, 2007 of Ministry of Commerce and General Administration of Customs

[2007] No. 43

In accordance with the Measures on the Administration of Automatic Import Licenses of Goods, Ministry of Commerce made the following
adjustment to the List of Administration of Automatic Import Licenses on Goods, 32 items of the Administration of Automatic Import
Licenses are eliminated. The list of the eliminated items is now promulgated and shall be put into effect as from June 10, 2007.

Appendix: The Eliminated List of Administration of Automatic Import Licenses on Goods(omitted)

Ministry of Commerce

General Administration of Customs

May 20, 2007

Ministry of Commerce, General Administration of Customs
2007-05-20

CIRCULAR OF THE GENERAL ADMINISTRATION OF CUSTOMS ON RELEVANT ISSUES CONCERNING POLICIES OF IMPORT DUTY FOR WORLD EXPO 2010 SHANGHAI

the General Administration of Customs

Circular of the General Administration of Customs on Relevant Issues concerning Policies of Import Duty for World Expo 2010 Shanghai

Shu Shui Fa [2006] No.3

January 4, 2006

Guangdong Branch of the General Administration of Customs, special commissioners’ offices of the General Administration of Customs
in Tianjin and Shanghai, and each customs office directly under the General Administration of Customs,

Preferential policies of import duty will be given to the materials imported for the purpose of holding World Expo 2010 Shanghai (hereinafter
refers to as the World Expo) upon the approval of the State Council. We hereby make the following announcement on the relevant issues
pertinent to the preferential policies of import duty and the implementation thereof:

Specific contents of the preferential policies of import duty

When the Bureau of Shanghai World Expo Coordination imports materials, which are donated by foreign governments and international
organizations to the World Expo, of which the customs duties and value-added tax and consumption tax in the import linkage shall
be exempted.

Customs duties and import linkage value-added tax shall be exempted on non-for-sale design programs, such as models, maps, plates,
optical discs, design specifications and microprints imported by Shanghai World Expo (Group) Co., Ltd. for the purpose of the construction
of exhibition centers and exhibition halls for the World Expo.

Customs duties and import linkage value-added tax shall be exempted in the light of the provisions of relevant policies on the equipment
imported by Shanghai World Expo (Group) Co., Ltd. by means of general trade, which cannot be produced in China or the performance
of domestic products cannot meet the requirements, and is used specifically for the construction of exhibition centers and exhibition
halls for the World Expo and cannot be separated from the fixed installments of exhibition centers and exhibition halls. The range
and quantity of the import facilities that enjoy the tax exemption policies shall be examined and ascertained by the Ministry of
Finance through negotiation with the relevant departments.

The exhibits and equipment imported by overseas exhibitors during the period of the World Expo shall be treated in light of the provisions
on temporary entry goods when the import occurs. If they are re-transported out of China when the World Expo comes to the end, they
shall be exempted from customs duties and import linkage value-added tax; if they are reserved to be used or sold off, the overseas
exhibitors shall go through official import formalities and pay customs duties and import linkage value-added tax on them in the
light of the regulations.

The non-for-sale documents, such as publicity materials and designs, pertinent to the World Expo, and only used within the park areas
of the World Expo without flowing into the domestic market that are imported by overseas exhibitors shall be managed in the light
of the customs provisions, and shall be exempted from customs duties and import linkage value-added tax within reasonable quantity.

Within the park areas of the World Expo, customs duties and import linkage value-added tax shall be exempted on building and decoration
materials and fixed installation equipment that must be imported by overseas exhibitors for the construction and collocation of the
exhibition halls. The range and quantity of building and decoration materials and fixed installment equipment that enjoy tax exemption
policies shall be examined and ascertained by the Ministry of Finance through negotiation with the relevant departments.

For the purpose of holding exhibition activities within the park areas of the World Expo, the national artistic works and special
cuisine foods that must be imported by the Bureau of International Expositions, participating countries, and regional delegations
shall be exempted from import duties and value-added tax and consumption tax in the import link within the scope of reasonable quantity
and amount. The specific varieties, quantities, and amounts of import tax-exemption commodities shall be examined and ascertained
by the Ministry of Finance through negotiation with the relevant departments.

II.

Relevant problems in the implementation of the policies

The formalities for the examination and approval of tax exemption on import materials for the World Expo shall be brought into the
Tax Deduction and Exemption Management System of the customs for management. Upon the strength of the Certificate of Tax Collection
and Exemption on Import and Export Goods issued by the Shanghai Customs House, the customs house at the place of import shall carry
out the formalities for tax-exemption admission . The ways of supervision over the import materials for the World Expo shall consist
of: “General Trade” (Code No.0110), “Goods Imported or Exported Temporarily” (Code No.2600), “Entry/Exit Exhibits” (Code No.2700),
and “Gratuitous Aid Materials of Countries and International Organizations” (Code No.3511), etc.. The nature of collection and exemption
shall consist of: “Gratuitous Aid” (Code No.201) and “Reduction and Exemption upon State Approval” (Code No.898), etc..

Where there involves in the aforesaid preferential policies of import duty the range, quantity, and amount of tax-exemption commodities,
which shall be examined and ascertained by the Ministry of Finance together with the relevant departments, the customs houses shall
carry out discharge formalities for the relevant import materials based on the duty guarantee, and after the scope, quantity and
amount of tax-exemption commodities have been ascertained, carry out the relevant formalities for settlement of a case in light of
the provisions.

The preferential policies of import duty for the World Expo shall go into effect as of the day of December 7, 2005. The tax money
collected on the relevant materials prior to this date shall not be refunded, and the duty deposit having been collected shall be
transferred to tax. If the collected tax money or the collected duty deposit on relevant materials meets the provisions of item (1)
or (2) of the aforesaid preferential tax policies, it shall be refunded after the relevant formalities have been gone through from
December 7, 2005 till the date of receiving this Notice. If it is necessary to verify the range, quantity, and amount of tax-exemption
commodities for other materials, after the related contents have been ascertained, the formalities for refunding tax or refunding
duty deposit shall be gone through in accordance with the provisions.

If encountering any problem in the implementation, please reflect it to the Department of Tariff of the General Administration of
Customs in time.

It is hereby announced.

the General Administration of Customs
2006-01-04

MEASURES OF CHINA BANKING REGULATORY COMMISSION FOR THE IMPLEMENTATION OF ADMINISTRATIVE LICENSING MATTERS ON CHINESE INVESTMENT COMMERCIAL BANKS

China Banking Regulatory Commission

Decree of China Banking Regulatory Commission

No. 2

The Measures of China Banking Regulatory Commission for the Implementation of Administrative Licensing Matters on Chinese investment
Commercial Banks adopted at the 40th chairmen’s meeting of China Banking Regulatory Commission on November 10, 2005, are hereby promulgated
and shall enter into effect as of the day of February 1, 2006.

Chairman, Liu Mingkang

January 12, 2006

Measures of China Banking Regulatory Commission for the Implementation of Administrative Licensing Matters on Chinese investment Commercial
Banks

Chapter I General Provisions

Article 1

In order to regulate the acts of China Banking Regulatory Commission (hereinafter referred to as the CBRC) and their dispatched offices
in implementing the administrative licensing on Chinese investment commercial banks, make clear the administrative licensing matters,
conditions, operational flows and terms, and protect the legitimate rights and interests of the applicants, according to the Banking
Supervision Law of the People’s Republic of China, the Administrative License Law of the People’s Republic of China, the Law of the
People’s Republic of China on Commercial Banks and other laws, administrative regulations and the relevant decisions of the State
Council, these Measures are formulated.

Article 2

The “Chinese investment commercial banks” mentioned in these Measures shall include the state-owned commercial banks, joint-equity
commercial banks, city commercial banks and urban credit cooperatives joint-equity limited companies, etc.

Article 3

In accordance with the Measures and the Provisions of China Banking Regulatory Commission on the Procedures for the Implementation
of Administrative Licensing, the CBRC and its dispatched offices shall bring into effect the administrative licenses to Chinese investment
commercial banks .

Article 4

The following matters about Chinese investment commercial banks shall be under the control of the administrative licensing of the
CBRC or its dispatched office: the establishment, modification or termination of the institution, the adjustment of the business
range, the addition of new varieties of business, and the qualifications for holding the positions of directors and senior managers,
etc.

Article 5

The applicant shall submit the application documents in the light of the Catalogue and Requirements for the Formats of the Application
Documents for the Administrative Licensing Matters of China Banking Regulatory Commission.

Chapter II Establishment of Institutions

Section I Establishment of Legal Person Institutions of Joint -equity Commercial Banks

Article 6

For the establishment of a legal person institution of a joint -equity commercial bank, an applicant shall meet the conditions as
follows:

(1)

Its articles of association shall accord with the Company Law of the People’s Republic of China (hereinafter referred to as the Company
Law) and the Law of the People’s Republic of China on Commercial Banks (hereinafter refers to as the Law on Commercial Banks);

(2)

Registered capital shall be paid-in registered capital and no less than one billion Yuan or equivalent convertible currency;

(3)

Directors and senior managers who meet the qualification conditions for holding their respective positions are needed as well as qualified
operational personnel familiar with the banking business;

(4)

Right organizational institutions and management systems; and

(5)

A business place, safety protection measures and other relevant facilities suitable for its business operations.

Article 7

For the establishment of a legal person institution of a joint -equity commercial bank, the applicant shall at least meet the following
prudent conditions in addition:

(1)

A good corporate governance structure;

(2)

A right risk management system, and effectively controlling the risks in associated transactions;

(3)

The local people’s government shall not become a shareholder, and not intervene in its daily business operations;

(4)

The qualified foreign institutional investors shall be included in the promoters and shareholders;

(5)

Having a scientific and effective human resources management system as well as professional talents with high qualities;

(6)

Having an effective capital restraint and supplement mechanism; and

(7)

Redounding to dissolve the risks of existing financial institutions and promoting financial stability.

Article 8

As the establishment of a joint -equity commercial bank, eligible promoters shall include such as domestic financial institutions,
overseas financial institutions, domestic non-financial institutions and other promoters recognized by the CBRC.

The “overseas financial institutions” mentioned in the preceding Paragraph shall involve the financial institutions in Hong Kong,
Macao and Taiwan.

Article 9

As a promoter of the legal person institution of a joint -equity commercial bank, a domestic financial institution shall meet the
conditions as follows:

(1)

The capital adequacy ratio of a commercial bank shall not be lower than 8%, and the total amount of capital of a non-bank financial
institution shall not be lower than 10% of the total amount of its risk-weighted assets;

(2)

The balance of its equity investments shall not exceed 50% of its net assets in general ( requirements of combined accounting statements);

(3)

Keeping a favorable balance in the latest 3 accounting years;

(4)

Having a good corporate governance structure, as well as a right and effective internal control system;

(5)

Its main prudent regulatory indices shall meet the regulatory requirements; and

(6)

Other prudent conditions prescribed by the CBRC.

Article 10

As a promoter or strategic investor of the legal person institution of a joint -equity commercial bank, an overseas financial institution
shall meet the conditions as follows:

(1)

In the latest year, its total year-end assets shall be no less than 10 billion US Dollars in general;

(2)

In the latest 2 years, it shall have been appraised as good for its long-term credit by an international rating institution recognized
by the CBRC;

(3)

Keeping a favorable balance in the latest 2 accounting years;

(4)

Its capital adequacy ratio shall reach the average level of capital adequacy ratio for the banking industry at the place of its registration
and shall not be lower than 8%; or the total amount of capital of a non-bank financial institution shall not be lower than 10% of
the total amount of risk-weighted assets is;

(5)

Having a right internal control system;

(6)

The place of its registration shall have a right supervision and management system for the financial institution;

(7)

The country (region), which it is in, shall be in a good economic situation; and

(8)

Other prudent conditions prescribed by the CBRC.

As a promoter or strategic investor of the legal person institution of a joint -equity commercial bank, the overseas financial institution
shall follow the principles of holding shares on the long-term basis, optimizing governance, business cooperation, and competition
withdrawal.

In light of the risk situation of the financial industry and the requirements for the supervision thereof, the CBRC may adjust the
conditions for overseas financial institutions as the promoters prescribed in the preceding Paragraph.

Article 11

The proportion of the shares of a single overseas financial institution as the promoter or strategic investor when investing to a
single Chinese investment commercial bank shall not be more than 20%, and the proportion of the total shares of several overseas
financial institutions as the promoters or strategic investors shall not be more than 25%.

The “proportion of the shares” mentioned in the preceding Paragraph refers to the proportion of the shares held by overseas financial
institutions in the total amount of shares of a Chinese investment commercial bank. The proportion of the shares held by the associated
parties to overseas financial institutions shall be computed together with the overseas financial institutions.

Article 12

As a promoter of the legal person institution of a joint -equity commercial bank, a domestic non-financial institution shall meet
the conditions as follows:

(1)

Having registered at the administrative department for industry and commerce, and owning the legal person qualification;

(2)

Having a good corporate governance structure or an effective organizational management model;

(3)

Having a good social reputation as well as good credit and tax payment records, and repaying the principal and interests of the loans
it owes to the financial institutions on time and in full amount;

(4)

Having a longer period of development and a steady business operational situation;

(5)

Having a stronger management capacity as well as good capital strength;

(6)

Having a good financial situation and having been in a favorable balance in the latest 3 accounting years;

(7)

After the year-end distribution, having the net assets that account for 30% of its total assets (requirements of combined accounting
statements);

(8)

The balance of equity investments shall not be more than 50% of the net assets of the enterprise in general (requirements of combined
accounting statements) except for the investment companies or holding companies prescribed by the State Council;

(9)

Capital sources for buying shares are true and lawful; and

(10)

Other prudent conditions prescribed by the CBRC.

Article 13

An enterprise shall not be a promoter of the legal person institution of a joint -equity commercial bank in any of the circumstances
as follows:

(1)

Having obvious defects in the corporate governance structure or mechanism;

(2)

Having a large number of associated enterprises, complex and obscure in equity relationships, or frequent and abnormal in associated
exchanges;

(3)

Not having a prominent major business, and covering too many industries in its business scope;

(4)

The flow fluctuation of cash is largely influenced by the economic situation;

(5)

The ratio of liabilities or the ratio of financial leverage is higher than the average industry ratio ; and

(6)

Other circumstances that will create significant disadvantage effects to the bank.

Article 14

The establishment of the legal person institution of a joint -equity commercial bank shall include two phases, namely, preparatory
establishment and beginning of business.

Article 15

An application for the preparatory establishment of the legal person institution of a joint -equity commercial bank shall jointly
be submitted to the CBRC by all the promoters for acceptance, examination and decision. The CBRC shall make a written decision on
approval or disapproval within 4 months upon acceptance of the application.

Article 16

The period of preparatory establishment of the legal person institution of a joint -equity commercial bank shall be 6 months as of
the day of the approval decision made. If the preparatory establishment has not been carried out on time, the institution shall submit
an application for postponing the preparatory establishment to the CBRC within 1 month prior to the expiry of the time limit for
preparatory establishment. The CBRC shall make a decision on whether to approve the postponement or not within 20 days as of the
day of receipt of the written application. And the longest period postponed for preparatory establishment shall be 3 months.

Before the expiry of the time limit prescribed in the preceding Paragraph, the preparatory establishment group of the institution
shall submit an application for the beginning of business. If it fails to submit the application within the time limit, the approval
document for preparatory establishment shall be abated and the decision-making organ shall logout the license for preparatory establishment.

Article 17

An application of the legal person institution of a joint -equity commercial bank for the beginning of business shall be submitted
to the CBRC for acceptance, examination and decision. The CBRC shall make a written decision on approval or disapproval within 20
days after acceptance of the application,.

Article 18

After receiving the ratification documents for the beginning of business and obtaining a financial business permit, the legal person
institution of a joint -equity commercial bank shall register at the administrative department for industry and commerce and obtain
a business license.

The legal person institution of a joint -equity commercial bank shall open up its business within 6 months after obtaining the business
license. If it fails to initiate its business within the time limit, the institution shall submit an application for postponing the
beginning of business within 1 month before the expiry of the time limit for the beginning of business, to the CBRC. The CBRC shall
make a decision on whether to approve the postponement or not within 20 days as of the day of receipt of the written application,
and the longest period postponed for the beginning of business shall be 3 months.

If the legal person institution of a joint -equity commercial bank fails to open up its business within the time limit prescribed
in the preceding Paragraph, the ratification documents for the beginning of business shall be abated, and the decision-making organ
shall logout the license for the beginning of business, take back the financial business permit, and make an announcement.

Section II Establishment of Legal Person Institutions of City Commercial Banks

Article 19

The city commercial bank shall be established in a city at or above the prefecture level and meet the conditions as follows:

(1)

Having the articles of association in the light of the Company Law and the Law on Commercial Banks;

(2)

The registered capital shall be no less than 1000 million Yuan and have been paid in, its capital adequacy ratio shall not be lower
than 8%, and its core capital adequacy ratio shall not be lower than 4%;

(3)

The proportion of its badly performing loans shall be no higher than 10%;

(4)

Having senior managers who meet the qualification for holding the positions as well as qualified operational personnel familiar with
the banking business;

(5)

Having a right and effective corporate governance structure and internal control system; and

(6)

The business place, safety protection measures and other relevant facilities suitable for its business operations.

Article 20

An application for establishing the legal person institution of a city commercial bank shall be filed by an urban credit cooperatives
joint–equity limited company after combination and reorganization, and it shall meet the conditions as follows:

(1)

The capital adequacy ratio shall not be lower than 6%, and the core capital adequacy ratio shall not be lower than 3%;

(2)

The proportion of its badly performing loans shall be no higher than 15%, and the total amount of its assets shall be no less than
1.5 billion Yuan;

(3)

Having a good corporate governance structure;

(4)

Having right and effective risk management and internal control systems, and having no serious cases occurred in the latest two years;

(5)

Having a good financial situation and strong profit-making ability. The shareholders’ equities of the former urban credit cooperative
shall be first written off due to its accumulated losses, and the insufficient part shall be complemented by the former shareholders
or the local government in cash. Its per capita assets shall be no less than 6 million Yuan (or 5 million Yuan for an undeveloped
area). The rate of its year-end asset expenses in the latest year before the application is submitted shall be lower than 1.35% in
general, and the rate of its asset profits shall not be lower than 0.2% in general, and the rate of its capital profits shall not
be higher than 8% (the premise for the calculation of profits shall be the sufficient reserves for the losses incurred from all kinds
of loans in that year), and the rate of interests reclaim shall not be lower than 80%;

(6)

Its liquidity ratio, ration of deposits and loans, ration of provisions and other indices shall meet the relevant supervisory requirements;
and

(7)

Having withdrawn sufficient reserves for losses.

Article 21

Establishing a city commercial bank; there shall be eligible promoters that may include: domestic financial institutions, domestic
non-financial institutions, overseas financial institutions and other promoters as recognized by the CBRC. A promoter shall follow
the conditions prescribed in Articles 9 through 13 of these Measures.

Article 22

The establishment of the juridical person institution of a city commercial bank shall include two stages, namely, preparatory establishment
and beginning of the business.

Article 23

An application for the preparatory establishment of the legal person institution of a city commercial bank shall be followed with
the acceptance and preliminary examination of the banking regulatory bureau at the locality where the commercial bank is to be established,
and the examination and decision shall be made by the CBRC. The CBRC shall make a written decision on approval or disapproval within
4 months upon receipt of the entire application documents.

Article 24

The period of preparatory establishment of the legal person institution of a city commercial bank shall be 6 months as of the day
when the decision on approval is made. If the preparatory establishment has not been implemented on time, within 1 month prior to
the expiry of the time limit for preparatory establishment, an application for postponing the preparatory establishment shall be
submitted by the institution to the banking regulatory bureau. The banking regulatory bureau shall make a decision on whether to
approve the postponement or not within 20 days as of the day of receipt of the written application, and the longest period postponed
for preparatory establishment shall be 3 months.

Before the expiry of the time limit prescribed in the preceding Paragraph, the preparatory establishment group of the institution
shall submit an application for the opening of business. If the application fails to be submitted within the time limit, the approval
documents for preparatory establishment shall be abated, and the decision-making organ shall logout the license for preparatory establishment.

Article 25

An application of the legal person institution of a joint -equity commercial bank for the beginning of its business shall be submitted
to the local banking regulatory bureau for acceptance, examination and decision. The banking regulatory bureau shall make a written
decision on approval or disapproval within 2 months after acceptance of the application, and send a copy to the CBRC.

Article 26

After receiving the ratification document for the beginning of business and obtaining a financial business permit, the legal person
institution of a city commercial bank shall register at the administrative department for industry and commerce and obtain a business
license.

The legal person institution of a city commercial bank shall open up its business within 6 months after obtaining the business license.
If the institution fails to open up its business within the time limit, it shall submit an application for postponing the beginning
of business to the CBRC within 1 month prior to the expiry of the time limit for the beginning of business. The CBRC shall make a
decision on whether to approve the postponement or not within 20 days as of receipt of the written application, and the longest period
postponed for the beginning of business shall be 3 months.

If the legal person institution of a city commercial bank fails to open up its business within the time limit prescribed in the preceding
Paragraph, the ratification documents for the beginning of business shall be abated, and the decision-making organ shall logout the
license for the beginning of business, take back the financial business permit and make an announcement.

Section III Establishment of Urban Credit Cooperatives Joint–equity Limited Companies

Article 27

The “establishment of an urban credit cooperatives joint–equity limited company” means that, on the basis of willingness and in the
light of the Company Law, an enterprise legal person which is established upon reorganization and merge of several or one city credit
cooperative(s) within a same city , absorbs public savings, grants loans and handles settlement businesses. This enterprise legal
person shall be a local banking financial institution in the form of joint–equity limited company.

Article 28

For the establishment of an urban credit cooperative joint–equity limited company, the applicant shall meet the conditions as follows:

(1)

Having the articles of association in the light of the Company Law and the Law on Commercial Banks;

(2)

The registered capital shall be no less than 50 million Yuan, which has been paid in, its capital adequacy ratio shall not be lower
than 8%, and its core capital adequacy ratio shall not be lower than 4%;

(3)

The proportion of its badly performing loans shall be no higher than 15%;

(4)

Having senior managers who own the qualification for holding their respective positions as well as qualified operational personnel
familiar with the banking business;

(5)

Having right organizational institutions and management systems; and

(6)

Having business place, safety protection measures and other relevant facilities suitable for its business operations; and

(7)

Other prudent conditions prescribed by the CBRC.

Article 29

All the urban credit cooperatives that participate in the establishment of an urban credit cooperatives joint–equity limited company
shall be subject to the consolidated calculation of financial statements, and shall meet the conditions as follows:

(1)

The capital adequacy ratio shall not be lower than 6%, and the core capital adequacy ratio shall not be lower than 3%;

(2)

The quality situation of asset shall be good, and the proportion of badly performing loans shall be no higher than 18%;

(3)

The situation of profit-making shall be good. The per capita assets shall not be lower than 5 million Yuan. The rate of year-end asset
profits for the latest year before the application is submitted shall not be lower than 0.2% in general, the rate of capital profits
shall not be lower than 4% in general, and the rate of interests recovery not higher than 80%; and

(4)

Having a good liquidity situation. And the liquidity ratio, ration of deposits and loans, ration of provisions and other indices shall
meet the relevant supervisory requirements.

Each urban credit cooperative shall also meet other prudent conditions prescribed by the CBRC.

Article 30

The shareholders of the urban credit cooperative that has participated in the establishment of an urban credit cooperatives joint–equity
limited company may be as the promoters of the urban credit cooperatives joint–equity limited company.

For the establishment of an urban credit cooperative joint–equity limited company, the promoters may also be the domestic financial
institutions, domestic non-financial institutions, overseas financial institutions and other promoters recognized by the CBRC. The
aforesaid promoters shall meet the conditions prescribed in Articles 9 through 13 of these Measures, but the total year-end assets
of an overseas financial institution for the latest year shall not be less than one billion US Dollars in general.

Article 31

The establishment of an urban credit cooperatives joint–equity limited company shall include two stages, namely, preparatory establishment
and beginning of the business.

Article 32

An application for the preparatory establishment of an urban credit cooperatives joint–equity limited company shall be subject to
the acceptance and preliminary examination of the local banking regulatory bureau, and the examination and decision shall be made
by the CBRC. The banking regulatory bureau shall seek for the supervisory opinions of the banking regulatory sub-bureau at the locality
where the urban credit cooperatives joint–equity limited company is to be established. The CBRC shall make a written decision on
approval or disapproval within 4 months after receipt of the entire application documents.

Article 33

The period of preparatory establishment of an urban credit cooperative joint–equity limited company shall be 6 months as of the day
when the decision on approval is made. If the preparatory establishment has not been implemented on time, the institution shall submit
an application for postponing the preparatory establishment to the banking regulatory bureau within 1 month prior to the expiry of
the time limit for preparatory establishment. The banking regulatory bureau shall make a decision on whether to approve or disapprove
within 20 days as of receipt of the written application, and the longest period postponed for preparatory establishment shall be
3 months.

Before the expiry of the time limit prescribed in the preceding Paragraph, the preparatory establishment group of the institution
shall submit an application for the beginning of business. If an application fails to be submitted within the time limit, the approval
document for preparatory establishment shall be abated, and the decision-making organ shall logout the license for preparatory establishment.

Article 34

An application of an urban credit cooperatives joint–equity limited company for the beginning of its business shall be submitted
to the local banking regulatory bureau for acceptance and decision. The banking regulatory bureau shall make a written decision on
approval or disapproval within 2 months upon acceptance of the application, and send a copy to the local banking regulatory sub-bureau.

Article 35

After receiving the ratification documents for the beginning of business and obtaining a financial business permit, an urban credit
cooperatives joint–equity limited company shall register at the administrative department for industry and commerce and obtain a
business license.

Within 6 months after obtaining the business license, the urban credit cooperatives joint–equity limited company shall open up its
business. If the institution fails to open up its business within the time limit, the applicant shall submit an application for postponing
the beginning of business to the banking regulatory bureau within 1 month prior to the expiry of the time limit for the beginning
of business. The banking regulatory bureau shall make a decision on whether to approve the postponement or not within 20 days as
of the day of receipt of the written application, and the longest period postponed for the beginning of business shall be 3 months.

If the urban credit cooperatives joint–equity limited company fails to open up its business within the time limit as prescribed in
the preceding Paragraph, the original ratification documents for the beginning of business shall be abated, and the decision-making
organ shall logout the license for the beginning of business, take back the financial business permit and make an announcement.

Section IV Establishment of Domestic Branches

Article 36

The domestic branches established by Chinese investment commercial banks shall include the branches, branch-level exclusive institutions,
sub-branches and facilities of self-service banks, etc.

Article 37

If a state-owned commercial bank or joint -equity commercial bank applies for establishing a branch, the applicant shall meet the
conditions as follows:

(1)

Having a good corporate governance structure;

(2)

Having sound and effective risk management and internal control systems;

(3)

Having an effective information management system;

(4)

Its capital adequacy ratio, ration of badly performing loans, profit-making ability and other important supervisory indices shall
meet the supervisory requirements;

(5)

Having the ability to apportion the working capital: the apportioned working capital shall be no less than 100 million Yuan or equivalent
convertible currency, and the total amount of the working capital apportioned to all the branches shall not exceed 60% of the net
capital of the applicant;

(6)

Having committed no serious cases or no serious illegal or rule-breaking acts within the latest 2 years;

(7)

Having a good risk rating conclusion; and

(8)

Other prudent conditions prescribed by the CBRC.

Article 38

If a state-owned commercial bank or joint -equity commercial bank applies for establishing bankcard centers, instruments centers,
capital operating centers or other branch-level exclusive institutions, the applicant shall meet the conditions as follows:

(1)

The management system reform for exclusive business operations shall accord with the development trends of these business operations;

(2)

The management system reform for exclusive business operations shall accord with the overall strategies and development plans of the
general office, and shall benefit the enhancement of the whole competitiveness;

(3)

Having good corporate governance, its internal control shall be sound and effective, and its main prudent supervision indices accord
with the supervisory requirements of the CBRC;

(4)

Its exclusive business operations shall have been opened up for more than two years, have a certain scale and have accumulated certain
experiences;

(5)

The quality of its assets for exclusive business operations, the profit-making ability and other indi

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Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction

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MEASURES FOR ADMINISTERING TRUST COMPANIES

CIRCULAR OF THE GENERAL OFFICE OF THE MINISTRY OF COMMERCE ON PROHIBITING ASSIGNING QUOTA OF INVITING INVESTMENT TO SUBORDINATE GOVERNMENTS AND LINKING UP THEIR PERFORMANCE WITH THE QUOTA COMPLETION

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MEASURES FOR EXAMINING DRUG ADVERTISEMENTS

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING THE TAX MATTERS ABOUT THE RESTRUCTURING OF FOREIGN BANK BRANCHES INTO SOLELY FOREIGN-INVESTED BANKS

CIRCULAR OF THE FOREIGN FUND DEPARTMENT UNDER THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON REPORTING LICENSE USE STATUS OF FOREIGN-FUNDED ENTERPRISES

ANNOUNCEMENT NO. 43, 2007 OF MINISTRY OF COMMERCE AND GENERAL ADMINISTRATION OF CUSTOMS

CIRCULAR OF THE GENERAL ADMINISTRATION OF CUSTOMS ON RELEVANT ISSUES CONCERNING POLICIES OF IMPORT DUTY FOR WORLD EXPO 2010 SHANGHAI

MEASURES OF CHINA BANKING REGULATORY COMMISSION FOR THE IMPLEMENTATION OF ADMINISTRATIVE LICENSING MATTERS ON CHINESE INVESTMENT COMMERCIAL BANKS

CONSTITUTION ACT, 1982 – page 22

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CONSTITUTION ACT, 1982 – page 10

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CONSTITUTION ACT, 1982 – page 8

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