SPECIAL PROVISIONS OF THE STATE COUNCIL CONCERNING THE FLOATATION AND LISTING ABROAD OF STOCKS BY LIMITED STOCK COMPANIES

Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies

Article 1 This set of provisions has been formulated according to Article 85 and Article 155 of the “Company Law of the People’s Republic
of China” in order to meet the needs of the floatation and listing abroad of stocks by limited stock companies.

Article 2 Limited stock companies may issue their stocks to given or non-given investors and list them abroad with the approval of the Securities
Committee of the State Council.

The term “listing abroad” used in this set of provisions means to issue stocks to investors abroad and list them for transactions
and transfer on the stock exchanges by limited stock companies.

Article 3 The stocks issued and listed abroad (hereinafter referred to as “foreign capital stock listed abroad”) by limited stock companies
shall be in the form of inscribed stocks, with the per value indicated in Renminbi and subscribed to in foreign currencies.

The foreign capital stock listed abroad may be in the form of stock deposit receipts or in other derivations.

Article 4 The Securities Committee of the State Council or its supervision and management and executive organization the China Securities Supervision
and Management Committee may reach understanding or an agreement with securities supervision and management organizations abroad
to exercise cooperative supervision and management of the limited stock companies in their activities of issuing and listing their
stocks abroad and other relevant activities.

Article 5 A limited stock company wishing to issue and list its stocks abroad shall file a written application according to the requirements
by the Securities Committee of the State Council and submit it, together with relevant documents, to the Securities Committee of
the State Council for approval.

Article 6 If a State-owned enterprise or an enterprise with State-owned property occupying the dominant position is to be converted into a
limited stock company that will issue and list its stocks abroad according to the relevant regulations of the State, the number of
promoters may be less than five if it is incorporated by way of promotion. Such a limited stock company may issue new stocks as soon
as it is incorporated.

Article 7 The stocks issued to domestic investors (hereinafter referred to as “domestic capital stocks”) by a limited stock company (hereinafter
referred to as “company”) that has issued and listed its stocks abroad shall be in the form of inscribed stocks.

Article 8 The board of directors may make separate arrangements for the plan of issuing and listing foreign capital stocks and domestic capital
stocks approved by the Securities Committee of the State Council.

The plan for the issuing and listing of foreign capital stocks and domestic capital stocks worked out according to the provisions
in the preceding paragraph may be executed separately within 15 months starting from the date of approval by the Securities Committee
of the State Council.

Article 9 If a company issues foreign capital stocks and domestic capital stocks listed abroad within the total amount fixed in the stock issue
plan, it shall float them in full in one issue. If special circumstances prevent this from being realized, it may issue them in installments
with the approval of the Securities Committee of the State Council.

Article 10 If a company fails to issue all the stocks as planned in one issue, it is not allowed to issue new stocks not covered by the plan.
If a company needs to adjust the stock issue plan, the shareholders meeting shall adopt a resolution for the examination by the company
examination and approval department authorized by the State Council and the approval by the Securities Committee of the State Council.

The interval between the second issue of foreign capital stocks listed abroad by adding capital and the previous issue shall not be
less than 12 months.

Article 11 In issuing foreign capital stocks listed abroad within the total amount fixed in the stock issue plan, it may, with the approval
of the Securities Committee of the State Council, agree with the underwriter(s) in the underwriting agreement to reserve a certain
amount of stocks apart from the amount underwritten but the amount reserved shall not exceed 15% of the total amount planned to be
issued and listed abroad. The issue of the reserved shares is regarded as part of the same issue.

Article 12 A company shall reveal in full and detail the plan for separately issuing foreign capital stocks listed abroad and domestic capital
stocks in the prospectus for all issues. Rerevelation is required if the stock issue plan approved is altered.

Article 13 The Securities Committee of the State Council, together with the company examination and approval department, may provide specific
stipulations concerning the essential clauses in the articles of association of a company.

The articles of association of a company shall specify clearly the contents required by essential clauses. A company is not allowed
to alter or omit, without approval, the contents of the essential clauses in the articles of association.

Article 14 A company shall specify the term of its operation in the articles of association. The term of operation of a company may be extended
for ever.

Article 15 The articles of association of a company are binding to the company and its shareholders, directors, supervisors, managers and other
senior management personnel.

The company and its shareholders, directors, supervisors, managers and other senior management personnel all may apply for arbitration
or take legal proceedings according to the advocacy and rights provided for in the articles of association.

The term “senior management personnel” referred to in the first and second paragraphs of this article include people responsible for
the financial and accounting affairs of the company, secretaries of the board of directors and other people as provided for in the
articles of association.

Article 16 The names of investors abroad holding foreign capital stocks listed abroad and registered in the list of shareholders of a company
shall be the foreign capital stock holders abroad of the company.

Owners of the rights and interests of foreign capital stocks listed abroad may registered their shares under the names of nominal
shareholders according to the provisions of the laws of the place where the list of foreign capital stock holders is kept or the
place where the stocks are listed.

The list of foreign capital stock holders is the full evidence testifying the holding of the company’s foreign capital stocks, except
otherwise testified by opposite evidence.

Article 17 A company may keep the original list of its foreign capital stock holders abroad and entrust a foreign agency for its safekeeping
according to the understanding and agreement referred to in Article 4 of this set of provisions. The company shall keep the copy
of the list of foreign capital stock holders made by the foreign agency at the residence of the company. The entrusted foreign agency
shall ensure the all-time identity of the original and copy of the list of foreign capital stock holders.

Article 18 If an alteration of the list of foreign capital stock holders needs to be made according to judicial rulings, the ruling may be made
by the court exercising the jurisdiction over the place where the original of the list is kept.

Article 19 If a holder of foreign capital stocks lost his or her shares and applies for re-issue, the case may be handled according to the law
where the list of the foreign capital stock holders is kept, the rules of the stock exchange and other relevant regulations.

Article 20 In calling shareholders meetings, a company shall issue a written notice 45 days in advance to all the listed shareholders, specifying
the matters to be examined and discussed, the date and place of the meeting.

The shareholders planning to attend the shareholders meeting shall send back the reply in writing to the company 20 days before the
convocation of the meeting.

The specific format of the written notice and written reply shall be specified in the articles of association of a company.

Article 21 In its annual meeting of shareholders, the shareholders holding more than 5% of the voting stocks have the right to put forward new
bills in writing and the company should list the matters falling into the scope of the functions of the shareholders meeting into
the agenda of the meeting.

Article 22 A company shall count the number of voting stocks represented by shareholders according to the number of written replies received
on 20th day away from the shareholders meeting. If the number of voting stocks represented by shareholders planning to attend the
meeting has reached half of the total number of voting stocks, the company may call the shareholders meeting. If the number has not
reached half of the total number of voting stocks, the company should, within five days, inform the shareholders in the form of announcement
of the matters to be discussed and the date and place of the meeting. After the announcement is made, the company may call the shareholders
meeting.

Article 23 The directors, supervisors, managers and other senior management personnel of a company have the obligations of being honest, trustworthy
and industrious to the company.

The people listed in the preceding paragraph shall observe the articles of association of the company, faithfully perform their duties
and protect the interests of the company. They are not allowed to seek personal gains by abusing the positions and powers they hold
in the company.

Article 24 A company shall appoint an independent certified accountants office that conforms to the relevant regulations of the State to audit
its annual report and cross check other financial reports of the company.

The company shall provide relevant materials to the certified accountants office it has appointed and answer its inquires.

The period of appointment of a certified accountants office starts from the date when the first annual shareholders meeting ends to
the date when the next annual shareholders meeting ends.

Article 25 In dismissing or discontinuing the appointment of a certified accountants office, a company shall notify the said accountants office
in advance and the said accountants office has the right to make its statement to the shareholders meeting.

If a certified accountants office quits, it shall state to the shareholders meeting whether or not there is anything improper in the
company.

Article 26 The decision to appoint, dismiss or discontinue to appoint a certified accountants office shall be taken by the shareholders meeting
and the decision shall be submitted to the China Securities Supervision and Management Committee for the record.

Article 27 The dividends on foreign capital stocks and other relevant payments made to shareholders abroad shall be priced and announced in
Renminbi and paid in foreign currencies. The settlement of the capital raised by the company in foreign currencies and the foreign
exchange needed by a company to pay the stock dividends and make other payments to shareholders shall be handled according to the
provisions concerning the foreign exchange control of the State.

If the articles of association provide that the said payments shall be converted into foreign currencies and paid to shareholders
by other organizations, the provisions of the articles of association shall apply.

Article 28 The documents of information compiled by a company for revelation at home and abroad shall not be self-contradictory in contents.

If there are disparities between the information revealed at home, abroad or in different countries according to the domestic and
foreign laws and regulations and rules of stock exchanges, the company shall reveal the differences simultaneously at relevant stock
exchanges.

Article 29 The disputes arising from the matters relating to the contents of the articles of association and other affairs of the company between
foreign capital stock holders and the company, between foreign capital stock holders and the directors, supervisors and managers
of the company and between foreign capital stock holders and domestic capital stock holders shall be settled in the way provided
for in the articles of association.

The law of the People’s Republic of China shall apply in settling the disputes mentioned in the preceding paragraph.

Article 30 This set of provisions shall be implemented starting from the date of promulgation.

CIRCULAR ON TRANSMITTING THE CIRCULAR OF THE STATE DEVELOPMENT PLANNING COMMISSION AND THE MINISTRY OF FINANCE ON RE-VERIFICATION OF THE CHARGING CRITERIA OF REGULATORY FEES OF THE SECURITIES MARKET AND THE RELEVANT ISSUES

The China Securities Regulatory Commission Commission

Circular On Transmitting the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification
of the Charging Criteria of Regulatory Fees of the Securities Market and the Relevant Issues

ZhengJianHuiJiZi [2003] No.2

February 9, 2003

Stock and futures exchanges, securities, fund and futures companies, and enterprises applying for public issuance of stocks, convertible
bonds and funds:

Here is to transmit the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the
Charging Criteria of Regulatory Fees of the Securities Market and the Relevant Issues (JiJiaGe [2003] No. 60, see Attachment) and
notify you of the issues on payment of the fees as follows:

The adjustment of the charging criteria on the regulatory fees of securities transactions only involves the increase and decrease
of the charging criteria between the CSRC and the stock exchanges while the charging criteria with the securities institutions and
investors remains the same. Upon the adjustment of the charging criteria on the regulatory fees of securities transactions, the formalities
fees for stock transactions with Shanghai and Shenzhen Stock Exchanges are decreased by 0.005nd that for fund transactions increased
by 0.04nd that for bond (exclusive of repurchase of treasury bonds) transactions increased by 0.01The regulatory fees of
securities transactions should be paid monthly, and Shanghai and Shenzhen Stock Exchanges shall pay the regulatory fees of securities
transactions of the previous month to the special remittance account of the central treasury before the 20th day of the next month.

II.

The fees for review and verification of public issuance should be paid to the special remittance account of the central treasury by
the enterprise applying for public issuance of stocks (including initial public issuance, additional issuance and allocation), convertible
bonds and funds when the CSRC accepts and investigates on application materials.

III.

The regulatory fees of financial institutions should be based on the registered capital as of the end of the last year, which should
be paid to the special remittance account of the central treasury by the securities firms, fund companies, futures companies before
April each year.

IV.

The regulatory fees of the futures markets should be paid monthly, and Shanghai, Dalian and Zhengzhou Futures Exchanges shall pay
the corresponding regulatory fees of futures market of the previous month to the special remittance account of the central treasury
prior to the 20th day of the next month.

The special remittance account of the central treasury is as follows:

(I)

By T/T or M/T

Opening bank: CITIC Industrial Bank Head Office

Name of account: CSRC (special remittance account of the central treasury)

Bank account: 7111010189800000162

(II)

By transfer cheque or bank draft

Opening bank: CITIC Industrial Bank Head Office

Name of account: CSRC Accounting Department

Bank account 7111010189800000162

The above-mentioned paying units are required to pay the fees in a timely manner and upon payment timely notify our Accounting Department
of the communication addresses. In case of failure to pay the relevant fees, the CSRC may temporarily stop accepting the relevant
securities and futures businesses.

Contact: CSRC Accounting Department

Contact Tel: 01088061689 88061330

Contact with: Wang Meiling, Liu Yunfeng

Attachment: The Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the Charging
Criteria of Regulatory Fees of the Securities Market and the Relevant Issues Attachment:Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the Charging Criteria of Regulatory
Fees of the Securities Market and the Relevant Issues

JiJiaGe [2003] No. 60

January 8, 2003

China Securities Regulatory Commission Commission :

Your Letter Concerning Applying for the Adjustment of the Charging Criteria on Regulatory Fess of Securities and Futures Markets (ZhengJianHan
[2002] No. 268) has been acknowledged. And through study, the re-verified charging criteria of regulatory fees of the securities
market and the relevant issues are notified as follows in the principle of compensation of reasonable fees:

The regulatory fees of securities transactions. For stocks, the fees should be decreased from 0.045% as per annual transaction volume
to 0.04for securities investment fund, charged at 0.04for bonds (exclusive of repurchase of treasury bonds), at 0.01The
fees should be paid by Shanghai and Shenzhen Stock Exchanges.

II.

The fees for review and verification of public issuance. For the enterprises applying for public issuance of stocks (inclusive of
convertible bonds), the criteria on collection of the fees for examination and verification of public issuance is adjusted from RMB30,000
to RMB200,000 per enterprise, and considering the different issuance procedures between funds and stocks, the fees concerned for
fund issuance are slightly lower than those for the stock issuance, which is RMB160,000 per enterprise.

III.

The regulatory fees of financial institutions. The fees collected only from the securities firms are adjusted as being collected from
the securities firms, fund management companies and futures brokerage companies that are registered in the territory of the PRC.
The fees collected from the securities firms annually at 1f the registered capital but no less than RMB10,000 and no more than
RMB100,000 are adjusted as annually at 0.5f the registered capital but no more than RMB300,000. The fees collected from the fund
management companies are annually at 0.5f the registered capital but no more than RMB300,000, and those from futures brokerage
companies annually at 0.5f the registered capital but no more than RMB50,000.

IV.

The regulatory fees of the futures markets. The fees still remain at annual 0.002s per the annual transaction volume, to be collected
from Shanghai, Dalian and Zhengzhou Futures Exchanges.

The CSRC shall go through the formalities as specified with the State Development Planning Commission for alteration of the charging
licenses, and adopt the bills uniformly made and printed by the Ministry of Finance.

VI.

The CSRC shall execute the relevant charging of fees according to the charging items, charging scope and charging criteria as specified
and accept the regulatory supervisions by the state pricing and financial departments.

VII.

The Circular shall enter into force as of January 1, 2003 for a term of three years, upon expiration of which the CSRC shall submit
applications to the State Development Planning Commission and the Ministry of Finance. The fees to be charged of 2002 by the CSRC
should be executed in compliance with the Circular of the State Development Planning Commission and the Ministry of Finance on Adjustment
of the Charging Criteria of Regulatory Fees of the Securities Market (JiJiaGe [2000] No. 1059). As of the date of the execution of
this Circular, the provisions concerning the charging criteria on regulatory fees of the securities and futures markets of the State
Development Planning Commission and the Ministry of Finance shall be nullified simultaneously.

The China Securities Regulatory Commission Commission
2003-02-09

INTERIM PROVISIONS ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS

The Ministry of Foreign Trade and Economic Cooperation,the State Administration of Taxation,the State Administration for Industry
and Commerce,the State Administration of Foreign Exchange

Decree of the the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Taxation, the State Administration
for Industry and Commerce and the State Administration of Foreign Exchange

No.3

The Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (hereinafter referred to as the “Provisions”),
reviewed and adopted at the First Ministry Meeting of the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic
of China on January 2, 2003, is hereby published and will come into force on April 12, 2003.

Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangsheng

Director General of the State Administration of Taxation Jin Renqing

Director General of State Administration for Industry and Commerce Wang Zhongfu

Director General of State Administration of Foreign Exchange Guo Shuqing

March 7, 2003

Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors

Article 1

The Provisions are formulated in accordance with the laws and administrative regulations governing foreign investment enterprises
and other relevant laws and administrative regulations to promote and regulate foreign investors’ investment in China introduce advanced
technologies and management experience from abroad, improve the utilization of foreign investment, rationalize the allocation of
resources, ensure employment and safeguard fair competition and national economic security.

Article 2

For the purpose of the Provisions, mergers and acquisitions of a domestic enterprise by foreign investors shall mean that foreign
investors, by agreement, purchase equity interest from shareholders of domestic enterprise with no foreign investment (hereinafter
referred to as the “Domestic Company”) or subscribe to the increase in the registered capital of the Domestic Company with the result
that such Domestic Company changes into a foreign investment enterprise (hereinafter referred to as “Equity Merger and Acquisition”);
or the foreign investors establish a foreign investment enterprise and then, through such enterprise, purchase the assets of a domestic
enterprise by agreement and operate such assets, or the foreign investors purchase the assets of a domestic enterprise by agreement
and use such assets as investment to establish a foreign investment enterprise to operate such assets (hereinafter referred to as
“Asset Merger and Acquisition”).

Article 3

In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the laws, administrative regulations and
departmental rules and adhere to the principles of fairness, reasonableness, compensation for equal value, and honesty and good faith,
and shall not create excessive concentration, eliminate or hinder competition, disturb the social economic order or harm the societal
public interests.

Article 4

In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the requirements regarding the investors’
qualifications and industrial policy as set forth in the laws, administrative regulations and departmental rules and the relevant
requirements under industry policies.

In the case of industries where no wholly foreign ownership is allowed under the Guidance Catalog of Foreign Investment Industries,
any merger or acquisition of a domestic enterprise engaging in the industry shall not lead to the foreign investors’ wholly ownership
of all equity interest in the acquired enterprise. In the case of industries which require the Chinese party to be controlling or
relatively controlling, the Chinese party shall remain to be in the controlling or relatively controlling position in the acquired
enterprise after any merger or acquisition of the domestic enterprise engaging in such industries. In the case of industries where
operation by foreign investors is prohibited, no foreign investors may merge with or acquire any enterprise engaging in such industries.

Article 5

Any merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise shall be subject
to the approval of the examination and approval authorities in accordance with the Provisions, and procedures for change registration
or establishment registration shall be handled with the registration authorities. The contribution made by the foreign investors
to the registered capital of the foreign investment enterprise established after the merger or acquisition shall generally not be
less than 25% of the registered capital. Except as provided otherwise by the laws or administrative regulations, if the contribution
made by foreign investors is less than 25% of the registered capital, the foreign investment enterprise shall be subject to the examination,
approval and registration in accordance with the currently applicable examination and registration procedures for the establishment
of a foreign investment enterprise. When issuing the foreign investment enterprise approval certificates, the examination and approval
authority shall add a notation “foreign investment proportion less than 25%”. When issuing the foreign investment enterprise business
licenses, the registration authority shall add the notation “foreign investment proportion less than 25%” .

Article 6

For the purpose of the Provisions, the examination and approval authority shall be the Ministry of Foreign Trade and Economic Cooperation
of the PRC (hereinafter referred to as “MOFTEC”) or the administrative authority in charge of foreign trade and economic cooperation
at the provincial level (hereinafter referred to as the “Provincial Examination and Approval Authority”), and the registration authority
shall be the State Administration for Industry and Commerce of the PRC (hereinafter referred to as “SAIC”) or its authorized local
industrial and commercial bureaus.

If the foreign investment enterprise established after the merger or acquisition falls into a specific type or a specific industry
subject to MOFTEC approval in accordance with the laws, administrative regulations and departmental rules, the provincial examination
and approval authority shall submit the application documents to MOFTEC for examination and approval and MOFTEC shall decide to approve
or disapprove the application in accordance with the law.

Article 7

In the case of Equity Merger and Acquisition by foreign investors, the foreign investment enterprise established thereafter shall
succeed to the creditor’s rights and liabilities of the merged or acquired Domestic Company .

In the case of Asset Merger and Acquisition by foreign investors, the domestic enterprise selling assets shall assume all its original
creditor’s rights and liabilities.

The Foreign investors, merged or acquired domestic enterprises, creditors and other parties may reach separate agreements regarding
the disposition of the creditor’s rights and liabilities of the merged or acquired domestic enterprises, provided that the agreement
shall not result in any damage to any third party interest or societal public interest. Any agreement on the disposition of the creditor’s
rights and liabilities shall be submitted to the examination and approval authority.

The domestic enterprise selling assets shall, within 10 days of the adoption of the resolution to sell its assets, gives notice to
its creditors and makes a public announcement on a newspaper at the provincial level or above with national circulation. A creditor
of the domestic enterprise may, within 10 days from the date of receipt of such notice or publication of such public announcement,
requests the domestic enterprise selling assets to provide the corresponding security.

Article 8

The parties to a merger or acquisition shall determine the transaction price on the basis of the result of the evaluation of the equity
interest to be transferred or of the assets to be sold conducted by the asset evaluation institution. The parties to a merger or
acquisition may agree on an asset evaluation institution established within the territory of China in accordance with the law. Asset
evaluation shall be conducted by adopting internationally recognized evaluation methods.

Where the merger or acquisition of a domestic enterprise leads to any change in the equity interest formed by the investment of state-owned
assets or resulting in any transfer of the property right in state-owned assets, evaluation shall be conducted and transaction price
shall be determined in accordance with the relevant regulations governing the administration of state-owned assets.

It is prohibited to transfer equity interest or sell assets at a price obviously lower than the evaluation result for the peupose
of transferring the capital out of China in a disguised way.

Article 9

In case of a merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise, the foreign
investors shall, within 3 months from the date of issuance of the foreign investment enterprise business license, pay the full consideration
to the shareholder(s) transferring equity interest or to the domestic enterprise selling assets. If the above time limit needs to
be extended under special circumstances, the foreign investors shall, upon the approval by the examination and approval authority,
pay 60% or more of the total consideration within 6 months and full considerations within 1 year from the date of issuance of the
foreign investment enterprise business license, and shall distribute the proceeds in proportion to the actual capital contribution.

Where the foreign investors conduct Equity Merger and Acquisition and the foreign investment enterprise established after such mergers
and acquisitions increases its registered capital, the investors shall set forth a time schedule for capital contribution in the
contract and the articles of association of the foreign investment enterprise. If it is set forth that the capital contribution shall
be paid up in one lump sum, the investors shall make the contribution within 6 months from the date of issuance of the foreign investment
enterprise business license ; or if it is set forth that the capital contribution shall be paid by installments, the investors’ first
installment shall not be less than 15% of their respective capital subscription and shall be made within 3 months from the date of
issuance of the foreign investment enterprise business license .

In case of an Asset Mergers and Acquisition by foreign investors, the investors shall set forth the time schedule for capital contribution
in the contract and the articles of association of the foreign investment enterprise to be established. If the investors intend to
establish a foreign investment enterprise and purchase and operate such assets of a domestic enterprise through such enterprise,
the investors shall pay the part of its capital contribution equal to the price of such assets within the time schedule specified
for consideration payment in Paragraph 1 of this Article and the remaining part of its capital contribution shall be paid within
the time schedule agreed upon in accordance with Paragraph 2 of this Article .

Where foreign investors establish a foreign investment enterprise through merger or acquisition of a domestic enterprise, and the
proportion of the foreign investors’ capital contribution is less than 25% of the registered capital ,if the investors pay their
capital contribution in cash, the full contribution shall be made within 3 months from the date of issuance of the foreign investment
enterprise business license ; if the investors pay their capital contribution in kind or in industrial property rights and so on,
full contribution shall be made within 6 months from the date of issuance of the foreign investment enterprise business license.

The instruments of payment of any consideration shall be in compliance with the provisions of the relevant state laws and administrative
regulations. Where a foreign investor intends to use any stock it has the right to dispose of or any Renminbi assets it legitimately
possesses as the instrument of payment, such payment shall be subject to the approval of the foreign exchange administration authority
.

Article 10

Where a foreign investor acquires any equity interest held by a shareholder of a Domestic Company by agreement, after the Domestic
Company has changed into and established as a foreign investment enterprise, the registered capital of such foreign investment enterprise
shall be the registered capital of the original Domestic Company and the proportion of the the foreign investor’s capital contribution
shall be the proportion of the equity interest acquired by the foreign investor in the original registered capital. Where a Domestic
Company subject to Equity Merger and Acquisition an Equity Merger and Acquisition also increases its capital at the same time, the
registered capital of the foreign investment enterprise established upon the Merger and Acquisition shall be the sum of the registered
capital of the original Domestic Company and the increased capital. The foreign investors and the other original investors of the
acquired Domestic Company shall determine the proportion of their capital contribution respectively to the registered capital of
the foreign investment enterprise based on the evaluation of the Domestic Company’s assets.

Where foreign investors subscribe to any increased capital of a Domestic Company, after the Domestic Company has changed into and
established as a foreign investment enterprise, the registered capital of such foreign investment enterprise shall be the sum of
the registered capital of the original Domestic Company and the increased capital. The foreign investors and the other original shareholders
of the acquired Domestic Company shall determine the proportion of their capital contribution respectively to the registered capital
of the foreign investment enterprise based upon the evaluation of the Domestic Company’s assets.

If a natural person shareholder of the Domestic Company subject to Equity Merger and Acquisition has been a shareholder of such Domestic
Company for more than 1 year, the person may, upon approval, continue to be a Chinese party investor of the foreign investment enterprise
established after the change.

Article 11

In case of an Equity Merger and Acquisition by foreign investors, the ceiling for the total amount of investment of the foreign investment
enterprise established upon the Merger and Acquisition shall be determined according to the following proportions:

(1)

no more than ten sevenths (10/7) of the registered capital of the foreign investment enterprise, if the registered capital is less
than US$ 2.1 million;

(2)

no more than twice the registered capital, if the registered capital is between US$ 2.1million and US$ 5 million;

(3)

no more than two and a half times the registered capital, if the registered capital is more than US$ 5 million but less than or equal
to US$ 12 million; or

(4)

no more than three times the registered capital, if the registered capital is more than US$ 12 million.

Article 12

In case of an Equity Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination
and approval authority with corresponding jurisdiction of approval based on the total amount of investment of the foreign investment
enterprise established upon the Merger and Acquisition:

(1)

the resolution adopted by the shareholders of the domestic limited liability company subject to the Merger and Acquisition unanimously
approving the Equity Merger and Acquisition by the foreign investors, or the resolution adopted by the shareholders’ meeting of the
domestic company limited by shares subject to the Merger and Acquisition approving the Equity Merger and Acquisition by the foreign
investors;

(2)

the application of the Domestic Company subject to the Merger and Acquisition to be changed in to and established as a foreign investment
enterprise in accordance with the law;

(3)

the contract and the articles of association of the foreign investment enterprise established upon the Merger and Acquisition;

(4)

the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company
by the foreign investors

(5)

the audited financial report for the most recent fiscal year of the Domestic Company subject to the Merger and Acquisition;

(6)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(7)

explanation of the situation regarding the enterprises the Domestic Company subject to the Merger and Acquisition has invested in;

(8)

the business licenses (duplicates) of the Domestic Company subject to the Merger and Acquisition and enterprises it has invested in;

(9)

the plan for the re-settlement of the employees of the Domestic Company subject to the Merger and Acquisition; and

(10)

documents required to be submitted under Articles 7 and 19 of the Provisions.

Where any permission given by any other government authority is required in connection with the business scope or business scale,
or obtaining of any land use right by the foreign investment enterprise to be established upon the Merger and Acquisition, the relevant
documents of such permission shall be submitted simultaneously.

The business scope of any company the Domestic Company subject to the Merger and Acquisition originally invested in shall comply with
the requirements of relevant foreign investment industrial policies. Adjustments shall be made in case of noncompliance.

Article 13

The equity interest purchase agreement or the agreement to increase the capital of the Domestic Company as set forth in Article 12
of these Provisions shall be governed by the Chinese law and shall contain the following main contents:

(1)

information regarding each of the parties to the agreement, including its full name, address, and the name, position and citizenship
of its legal representative,etc.;

(2)

proportions and the price of the equity interest to be acquired or the increased capital to be subscribed;

(3)

term and methods of performance of the agreement;

(4)

rights and obligations of the parties to the agreement;

(5)

liabilities for breach of the agreement and settlement of dispute; and

(6)

the date and the place of the execution of the agreement.

Article 14

In the case of an Asset Merger and Acquisition by foreign investors, the total amount of investment of the foreign investment enterprise
established upon the Merger and Acquisition shall be determined on the basis of the transaction price of such assets and the actual
scale of production and operation. The proportion between the registered capital and the total amount of investment of the foreign
investment enterprise to be established shall be consistent with the relevant regulations.

Article 15

In the case of an Asset Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination
and approval authority with the corresponding jurisdiction of approval, based on the total amount of investment, enterprise type,
and industry of the foreign investment enterprise to be established and in accordance with the laws, administrative regulations and
departmental rules governing the establishment of foreign investment enterprises:

(1)

the resolution by the property rights holders or the agency of authority of the domestic enterprise approving the sale of such assets;

(2)

the application for the establishment of the foreign investment enterprise;

(3)

the contract and the articles of association of the foreign investment enterprise to be established;

(4)

the asset purchase agreement executed between the foreign investment enterprise to be established and the domestic enterprise or the
asset purchase agreement executed between the foreign investors and the domestic enterprise;

(5)

the articles of association and the business license (duplicates) of the domestic enterprise subject to the Merger and Acquisition;

(6)

certification proving that the domestic enterprise subject to the Merger and Acquisition has given notice and the public announcement
to its creditors;

(7)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(8)

the plan for the re-settlement of employees of the domestic enterprise subject to the Merger and Acquisition; and

(9)

documents required to be submitted under Articles 7 and 19 of the Provisions.

Where any permission given by any other government authority is required in connection with the purchase and operation of the assets
of the domestic enterprise as specified in the above paragraph, the relevant documents of such permission shall be submitted simultaneously.

If foreign investors purchase any assets by agreement with the domestic enterprise and invest such assets to set up a foreign investment
enterprise, such assets shall not be used for operation purposes until and unless the foreign investment enterprise has been duly
established.

Article 16

The asset purchase agreement set forth in Article 15 shall be governed by the Chinese law and shall contain the following main contents:

(1)

information regarding each of the parties to the agreement, including its name and address, and the name, position and citizenship
of its legal representative, etc.;

(2)

list and the price of the assets to be purchased;

(3)

term and methods of performance of the agreement;

(4)

rights and obligations of the parties to the agreement;

(5)

liabilities for breach of the agreement and settlement of dispute; and

(6)

the date and the place of the execution of the agreement.

Article 17

Except as otherwise provided for in Article 20 , where foreign investors establish a foreign investment enterprise through merger
and acquisition of a domestic enterprise,, the examination and approval authority shall, within 30 days upon its receipt of all the
documents required to be submitted, decide according to law whether to approve the application for the establishment. Upon such approval,
the examination and approval authority shall issue the foreign investment enterprise approval certificate.

If the examination and approval authority decides to approve foreign investors’ acquisition of equity interest of a Domestic Company
from its shareholders, the examination and approval authority shall concurrently copy the relevant approval documents to the local
foreign exchange administration authority of the transferor and of the Domestic Company respectively. The foreign exchange administration
authority in the locality of the transferor shall complete the foreign capital foreign exchange registration procedures for the transferor’s
receipt of foreign exchange and shall issue the foreign capital foreign exchange registration certificate certifying the payment
of the consideration for the above acquisition by the foreign investors.

Article 18

In the case of an Asset Merger and Acquisition by foreign investors, the investors shall, within 30 days of its receipt of the foreign
investment enterprise approval certificate for, apply to the registration authority for the establishment registration and obtain
the foreign investment enterprise business license.

In the case of an Equity Merger and Acquisition by foreign investors, the acquired Domestic Company shall apply to its original registration
and administration authority for the change of registration and obtain the foreign investment enterprise business license in accordance
with the Provisions. If the original registration and administration authority has no jurisdiction of registration and administration,
it shall, within 10 days upon its receipt of the application documents, deliver such documents to the registration and administration
authority with such jurisdiction, accompanied by the registration files of the Domestic Company. The acquired Domestic Company shall
submit and be responsible for the authenticity and effectiveness of the following documents at the time of its application for the
change of registration:

(1)

the application for the change of registration;

(2)

the resolution adopted by the shareholders’ meeting of the acquired Domestic Company in accordance with the Company Law of the PRC
and its articles of association, approving the transfer of equity interest or the increased capital;

(3)

the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company
by the foreign investors

(4)

amended articles of association of the Domestic Company or any amendment to the original articles of association and the contract
of the foreign investment enterprise to be submitted as required by law;

(5)

the foreign investment enterprise approval certificate ;

(6)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(7)

the amended list of directors, the document specifying the names and addresses of new directors and the documents of appointment of
new directors; and

(8)

other relevant documents and certificates required by SAIC.

In case of the transfer of state-owned equity interest and in case of foreign investors’ subscription to any increased capital of
a company with state-owned equity interest, the approval documents of the authority in charge of economic and trade administration
shall also be submitted.

Investors shall, within 30 days upon the receipt of the foreign investment enterprise business license, handle the necessary registration
formalities with authorities for taxation, customs, land administration and foreign exchange administration, etc..

Article 19

In case of any of the following occurrences in connection with the merger or acquisition of a domestic enterprise by foreign investors,
the investors shall submit notification to MOFTEC and SAIC:

(1)

the revenue of a party to the merger or acquisition in the domestic market for the current year exceeds RMB1.5 billion ;

(2)

the foreign investors have merged with or acquired more than 10 domestic enterprises in aggregate engaging in the related businesses
within one year;

(3)

the market share of a party to the merger or acquisition in the domestic market has reached 20%; or

(4)

the market share of a party to the merger or acquisition in the domestic market will reach 25% as a result of the merger or acquisition.

Even without the above occurrences, MOFTEC or SAIC may still require the foreign investors to submit notification upon the request
by any competing domestic enterprise, relevant functional department or industrial association, if MOFTEC or SAIC finds that the
merger or acquisition will involve a huge market share, or if there is any other material aspect of the merger or acquisition which
might severely affect market competition, national economy or people’s livelihood and national economic security.

The above-mentioned “a party to a merger or acquisition” shall include any affiliated enterprise of foreign investors.

Article 20

In case of any of the described in Article 19 in connection with a merger or acquisition of a domestic enterprise by foreign investors,
and if MOFTEC and SAIC believe that the merger or acquisition might lead to over-concentration, impair fair competition or damage
consumers’ interests, MOFTEC and SAIC shall, within 90 days upon its receipt of all the documents required to be submitted, jointly
or separately after consultation with each other, hold a hearing of the relevant departments, organizations, enterprises and other
related parties and decide according to law whether to approve the application for the merger or acquisition.

Article 21

In case of any of the following occurrences in connection with an offshore merger or acquisition, any party to the merger and acquisition
shall, prior to its public announcement of the plan for the merger or acquisition or together with its application to the regulatory
authorities of the country where it is located, submit to MOFTEC and SAIC the plan for the merger or acquisition. MOFTEC and SAIC
shall examine whether the merger or acquisition might cause over-concentration of the domestic market, impair fair competition in
the domestic market or damage the domestic consumers’ interests, and decide whether to approve the plan:

(1)

the assets owned by a party to the offshore merger and acquisition within China exceeds RMB 3 billion;

(2)

the sales of a party to the offshore merger or acquisition in the domestic market for the current year have exceeded RMB 1..5 billion;

(3)

the aggregate market share in the domestic market by a party to the offshore merger or acquisition and its affiliated enterprises
has reached 20%;

(4)

the aggregate market share in the domestic market by a party to the offshore merger or acquisition and all of its affiliated enterprises
in the domestic market will reach 25% as a result of the offshore merger or acquisition; or

(5)

as a result of the offshore merger or acquisition, a party to the offshore merger or acquisition will hold, directly or indirectly,
equity of more than 15 foreign investment enterprises engaging in the related businesses within China.

Article 22

In case of any of the following occurrences in connection with a merger or acquisition, a party to the merger or acquisition may apply
to MOFTEC and SAIC for an exemption from examination:

(1)

the merger or acquisition may improve the conditions for fair competition in the domestic market;

(2)

the merger or acquisition will restructure the enterprise running at a loss and ensure employment;

(3)

the merger or acquisition will absorb advanced technologies and management professionals and enhance the international competitiveness
of the domesticenterprise; or

(4)

the merger or acquisition will improve the environment.

Article 23

All documents submitted by investors shall be grouped into categories as required by the regulations and accompanied by a table of
contents of the documents. All documents required to be submitted shall be in Chinese.

Article 24

The Provisions shall apply to all mergers and acquisi

IMPLEMENTATION MEASURES OF THE MINISTRY OF CONSTRUCTION ON QUALIFICATION ADMINISTRATION IN THE ADMINISTRATIVE PROVISIONS ON ENTERPRISE MANAGEMENT OF CONSTRUCTION ENTERPRISES WITH FOREIGN INVESTMENT

The Ministry of Construction

Circular of Printing and Distributing the Implementation Measures of the Ministry of Construction on Qualification Administration
in the Administrative Provisions on Enterprises Management of Construction Enterprises with Foreign Investment

JianShi [2003] No.73

Construction departments at provincial or autonomous regional level, construction commissions of municipalities directly under the
Central Government, construction administration bureaus of Shandong and Jiangsu, construction departments of relative sections under
the State Council, Construction Bureau of the Production and Construction Corps of Xinjiang, Engineering Bureau of Barracks Department
of General Logistics:

The Circular of Printing and Distributing the Implementation Measures of the Ministry of Construction on Qualification Administration
in the Administrative Provisions on Enterprise Management of Construction Enterprises with Foreign Investment is hereby printed and
distributed to you for implementation. For any problem found during the course of implementation, please inform the Construction
Market Management Department of our Ministry immediately.

The Ministry of Construction of the People’s Republic of China

April 8, 2003

Implementation Measures of the Ministry of Construction on Qualification Administration in the Administrative Provisions on Enterprise
Management of Construction Enterprises with Foreign Investment

These Measure are formulated for the purpose of implementing the Administrative Provisions on Enterprise Management of Construction
Enterprises with Foreign Investment (Decree No.113 of the Ministry of Construction and the Ministry of Foreign Trade and Economic
Cooperation) (hereafter referred to as the “Provisions”).

Targets that the Construction Enterprise with Foreign Investment Qualification Certificates are granted to

The Construction Enterprises with Foreign Investment Qualification Certificates shall be granted to the following construction enterprises
with foreign investment that have gained legal entity qualifications:

Construction enterprise which whole capital is invested by foreign investor(s);

Construction enterprise established jointly by Chinese investor(s) and foreign investor(s) through a way of joint-venture or cooperation.

Newly-established construction enterprise, in the name of an enterprise with foreign investment, or share-purchased construction enterprise
by an enterprise with foreign investment founded legally in China.

Construction Enterprises with Foreign Investment Qualification Certificates shall not be granted to the foreign corporations or branches
established in China by foreign corporations or other economic organizations.

II.

Scope of construction activities of construction enterprises with foreign investment

The construction activities mentioned in Article 3 of the Provisions refer to the activities performed in the territory of China
according to the provisions in Construction Law of the People’s Republic of China and Regulations of Construction Project Quality
Management, including civil engineering, construction, pipe/line infrastructure building, and new construction, expansion and rebuilding
of fitment projects.

III.

Verification of the qualifications of construction enterprises with foreign investment

Applications of construction enterprises with foreign investment for the construction enterprise qualifications shall be accordance
with the Provisions on Enterprise Management of Construction Enterprises with Foreign Investment (Decree No.113 of the Ministry of
Construction and the Ministry of Foreign Trade and Economic Cooperation), Regulations on Administration of Construction Enterprise
Qualifications (Decree No.87 of the Ministry of Construction), Opinions of Implementing the Regulations on Administration of Construction
Enterprise Qualifications (JianBanJian [2001] No.24), Criteria of Grading of Construction Enterprise Qualifications (JianJian [2001]
No.82) and other provisional and standardization documents concerning qualification administration of construction enterprises.

The qualification grade of a new construction enterprise with foreign investment shall be verified at the lowest grade, with an interim
period of one year.

A new construction enterprise with foreign investment invested by a foreign enterprise that has contracted project(s) in China may
apply directly for a qualification of Grade B or above, provided that it meets following requirements in addition to other requirements
necessary for the construction enterprise qualification:

(1)

It has gained a foreign enterprise qualification certificate or an approval certificate for contracting projects, which is issued
by Ministry of Construction, or provincial competent administration on construction or by a competent administration of special economic
zone or costal opening city prior to September 30, 2003, according to the Interim Measures for Qualification Administration on Foreign
Enterprise Contracting Construction Projects in China (Decree No.32 of The Ministry of Construction).

(2)

For the applications for the construction enterprise with foreign investment qualifications, the performances of contracted projects
in China by the applicant foreign corporations shall meet with the standards for contracting projects which are required for applying
for the construction enterprise with foreign investment qualifications. For the application for a qualification of Chinese-foreign
equity joint venture construction enterprise or Chinese-foreign cooperative construction enterprise, the performance of the projects
contracted in China by the foreign corporations as well as the total performance of contracted projects by the Chinese parties shall
meet with the standards for contracting projects that are required for applying for the construction enterprise qualifications.

For the domestic construction enterprises with foreign shares invested by foreign corporations, which natures therefore become Chinese-foreign
equity joint venture construction enterprises or Chinese-foreign cooperative construction enterprises, the qualifications shall be
re-graded according to the standards actually reached.

For the domestic construction enterprises purchased by foreign enterprises, which nature therefore become construction enterprises
with foreign investment, the qualifications shall be graded according to the standards actually reached.

A Chinese-foreign equity joint venture construction enterprise or a Chinese-foreign cooperative construction enterprise established
prior to the enforcement of the Provisions, which registered capital had not met with the requirements in the former Provisions on
Founding Construction Enterprise with Foreign Investment promulgated jointly by the Ministry of Construction and the Ministry of
Foreign Trade and Economic Cooperation may, after the enforcement of the Provisions, apply for an appropriate grade of qualification
of construction enterprise.

IV.

Requirements for the foreign service-providers in construction enterprises with foreign investment

If a construction enterprise with foreign investment employs a foreign service-provider as technical or economic manager, labor contract
signed legally shall be presented when applying for the qualification.

If a construction enterprise with foreign investment employs a foreign service-provider as its operation manager, such foreign service-provider
shall possess the working experience in construction management which is required in the standards for construction enterprise qualification
and shall provide corresponding proofs.

If a construction enterprise with foreign investment employs a foreign service-provider as technical or economic manager, such foreign
service-provider shall possess a professional post_title equivalent to the required standards for construction enterprise qualification.

A foreign service-provider with a college degree or above and with over 10-year working experience in this field, who is employed
by a construction enterprise with foreign investment as technical or economic manager, may be reported as a staff with a senior professional
post_title when applying for the qualification. One with an associate degree or above and with over 5-year working experience in this
field may be reported as one with a middle professional post_title.

A foreign service-provider employed by a construction enterprise with foreign investment as the project manager, who meets with the
following requirements and can provide corresponding proofs, may be approved to be with the corresponding qualification for the project
manager by the qualification administration authority when the enterprise is applying for the qualification.

(1)

A foreign service-provider declared as Grade A project manager shall have been the principal construction manager for one construction
project that meets with the requirements for Grade A construction enterprise or two construction projects that meet with the requirements
for Grade B construction enterprise.

(2)

A foreign service-provider declared as Grade B project manager shall have been the principal construction manager for two construction
projects including at least one project that meets with the requirements for Grade B construction enterprise.

(3)

A foreign service-provider declared as Grade C project manager shall have been the principal construction manager for two construction
projects including at least one project that meets with the requirements for Grade C construction enterprise. The headcounts of the
foreign service-providers approved as the project managers of the enterprise according this Article shall not exceed one-of-the-third
of the headcounts for project managers specified in the standards for qualification of construction enterprise.

The accumulated residing time within the territory of China of each foreign service-provider employed by the construction enterprise
with foreign investment as technical or economic manager shall be no less than 3 months each year.

Verification of the performances of construction enterprises with foreign investment in contracting construction projects

After the enforcement of the Provisions, if the foreign party of a construction enterprise with foreign investment contracts a project
jointly with a Chinese construction enterprise or subcontracts a project to a Chinese construction enterprise, the performance of
such project may be regarded as the performance of this construction enterprise with foreign investment for applying for the construction
enterprise qualification or for annual audit.

VI.

Scope of contracting projects of construction enterprise with foreign investment

“Jointly contracting by Chinese-foreign construction enterprises” mentioned in Item 4, Article 15 in the Provisions means that construction
enterprise with foreign investment may contract projects jointly with domestic construction enterprises, Chinese-foreign equity joint
venture construction enterprises or Chinese-foreign cooperative construction enterprises.

VII.

Acceptance time for the applications for qualifications of construction enterprises with foreign investment

The period from December 1, 2002 to October 1, 2003 is the transition period for implementing both Decree No.32 of the Ministry of
Construction and the Provisions at the same time. Within this transition period, the qualification administration authorities are
ready to accept the applications for construction enterprise with foreign investment qualifications at any time. After October 1,
2003, the applications for construction enterprise with foreign investment qualifications will be accepted by the schedule arranged
by the qualification administration authorities.

VIII.

Relation between the Provisions and former Decree No.32 of the Ministry of Construction

Prior to October 1, 2003, according to Article 26 of the Provisions, construction enterprises with foreign investment may continue
contracting projects in accordance with the former Decree No.32 of the Ministry of Construction, i.e. Interim Measures for Qualification
Management on Foreign Corporations Contracting Construction Projects in China.

Foreign enterprises that have gained qualification certificates for contracting construction projects may continue contracting construction
projects in accordance with the requirements in the Interim Measures for Qualification Management on Foreign Corporations Contracting
Construction Projects in China, including continuing uncompleted construction projects, continuing to apply for expanding contracted
areas and continuing to apply for term extension of the qualification certificate.

Foreign enterprises that have not gained qualification certificates for contracting construction projects may continue to apply for
foreign enterprise qualification certificates in accordance with the requirements in the Interim Measures for Qualification Management
on Foreign Corporations Contracting Construction Projects in China.

After October 1, 2003, the qualification administration authorities will not accept the applications from foreign corporations for
contracting construction projects within the territory of China, and will not deal will the applications for extending qualification
terms or for expanding contracted areas. Foreign corporations may continue to complete the projects contracted before this date which
contract terms or actual performance terms exceed this date.

The Ministry of Construction
2003-04-08

CIRCULAR ON THE ISSUES RELATING TO THE CONDITIONS FOR THE LISTING AND TRANSACTION OF THE STOCKS OF TAKEN-OVER COMPANIES INVOLVED IN TENDER OFFER

2003052020030520The China Securities Regulatory Commissionepdf/e03139.pdfe03139Itender offer, stock, list, transaction, conditionCircular on the Issues Relating to the Conditions for the Listing and Transaction of the Stocks of Taken-over Companies Involved in
Tender OfferZhengJianGongSiZi [2003] No.16May 20, 2003Shanghai and Shenzhen Stock Exchanges and Public Listed Companies:According to the relevant provisions of the Company Law of the PRC, the Securities Law of the PRC and the Measures for the Regulation
of Public Listed Companies, here is to notify you of the issues relating to the conditions for the listing and transactions of the
stocks of the taken-over companies involved in tender offer:I.Upon expiration of the tender offer, in case the distribution of the equity shares of the taken-over companies is not in compliance
with the Company Law and the taker-over aims at terminating the listing and transactions of the taken-over companies, the listing
and transactions of the stocks of the taken-over companies should be terminated.II.Upon expiration of the tender offer, in case the taker-over does not aim at terminating the listing and transactions of the taken-over
companies, the transactions of the stocks of the taken-over companies should be handled with as follows:(I)in case the distribution of the equity shares of the taken-over companies is in compliance with the listing conditions specified in
the Company Law, the listing position is not affected;(II)in case the distribution of the equity shares of the taken-over companies is not in compliance with the listing conditions specified
in the Company Law, the taker-over shall formulate the specific program on maintaining the listing position of the taken-over company,
and implement the program with one month upon the expiration of the tender offer so as to enable the distribution of the equity shares
of the taken-over company eligible for the listing conditions; and from the expiration of the tender offer to the completion of the
implementation of the above-mentioned program, the Stock Exchange adopts “special treatment for warning on the existence of risk
of being terminated with listing” for the taken-over companies(i.e., warning on risks of being withdrawn”);(III)In case the shares held by the taker-over exceed 90% of total equity shares of the taken-over company, the taker-over shall according
to the provision of the Item (II) formulate and implement the specific program on maintaining the listing position of the taken-over
company within the period specified; and the taken-over company shall apply with the Stock Exchange for temporary suspension of the
listing and transaction of its stocks, while the Stock Exchange will make a decision in consideration of the distribution of the
equity shares of the taken-over company and the actual circumstances;(IV)Upon completion of the implementation of the above-mentioned program by the taker-over, the Stock Exchange will make a decision on
whether to revoke the warning on risk of being withdrawn or recover the listing and transactions according to the application of
the taken-over company and the circumstances of the implementation of the program by the taker-over; and in case the taker-over fails
to complete the implementation of the above-mentioned program within the specific period, the listing of the taken-over company should
be terminated by force of law.III.The taker-over shall in the report on the tender offer completely disclose the program formulated according to this Circular, and
fully disclose the relevant risks thereof.Upon implementing the program on maintaining the listing position of the taken-over company within the period specified, the taker-over
shall timely implement its duties for information disclosure.IV.In case other laws, regulations and the CSRC have provided for any other special stipulations on the take-over of public listed companies
by foreign investment, the taker-over shall also observe such stipulations.

The China Securities Regulatory Commission
2003-05-20

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE TAXATION SCOPE AFTER REFORM OF THE SHARING SYSTEM OF INCOME TAX REVENUES

The State Administration of Taxation

Supplementary Circular of the State Administration of Taxation on the Taxation Scope after Reform of the Sharing System of Income
Tax Revenues

GuoShuiFa [2003] No.76

June 25, 2003

The bureaus of state taxations and the bureaus of local taxations of the provinces, autonomous regions, municipalities directly under
the Central Government, and municipality separately listed on the State plan, and the entities in those bureaus:

In accordance with the spirit of the Circular of the State Council on Distributing the Scheme on the Reform of Income Tax Revenue
Sharing (GuoFa [2001] No.37), the State Administration of Taxation (SAT) handed down the Circular of the State Administration of
Taxation on the Taxation Scope after Reform of the Sharing System of Income Tax Revenues (GuoShuiFa [2002] No.8 ), which provide
for the specific taxation scope of the bureaus of state taxation and the bureaus of local taxation after the reform of the sharing
system of income tax revenues. Since execution of the new taxation scope from over one year ago, the bureaus of state taxation and
the bureaus of local taxation at various levels have taken consideration for the interests of the whole, strengthened the coordination
and cooperation in the division of taxation scope, and thus guaranteed the smooth progress of the reform of the sharing system of
income tax revenue. However, with the deepening of the enterprise reform, the forms of enterprise restructuring become more and more
varied, and some new situations have brought new problems to the taxation work of income taxes, in order to implement the principle
of taxation according to law, and to make up the omissions in taxation, the taxation scope for enterprise income tax after the enterprises’
restructuring and operation form changes shall be further clarified. For this purpose, the supplementary circular is hereby made
concerning the taxation scope of enterprise income tax on the basis of the spirit provided for by document GuoShuiFa [2002] No.8:

Where the original enterprise is in any of the following situations, even if it has made the establishment (business start) registration,
its enterprise income tax shall be subject to taxation by the original taxation organ:

The original enterprise is transferred or sold (auctioned) as a whole, but continues to exist and be qualified as an independent taxpayer.
However, if the original enterprise, after being transferred or sold (auctioned) as a whole, becomes a wholly-funded subsidiary of
the acquiring enterprise, and is brought into the scope of consolidate tax payment of the acquiring enterprise, then the income tax
of the enterprise transferred or sold (auctioned) as a whole shall be taxed by the taxation organ in charge of the taxation of income
tax of the acquiring enterprise.

An enterprise acquires any other enterprise by merger (the acquired enterprise is written off) and continues to exist.

A partnership enterprise is restructured into a limited liability company or a joint stock limited company, and no new investment
is absorbed in the restructuring.

Alteration registration shall be made pursuant to the provisions of the State Administration for Industry and Commerce, such as for
expansion of the enterprise, alteration of the leading (subordinate) relationship, enterprise name, enterprise type, economic nature,
business scope, business duration, operation method, legal representative, shareholders, name (post_title) of the shareholder of the promoter
of the company, registered capital, addition or cancellation of any branch, as well as the alteration of domicile, or business site,
etc.

Where an original domestic-funded enterprise is restructured into a foreign-funded enterprise, and the income tax of foreign-funded
enterprise and foreign enterprise shall be collected pursuant to the provisions, no matter the enterprise makes whichever industrial
and commercial registration, the taxation scope shall be determined pursuant to the Circular of the General Office of the State Council
on Transmitting the Opinions of the State Administration of Taxation on Adjusting the Taxation Scope of the Bureaus of state Taxation
and the Bureaus of Local Taxation (GuoBanFa [1996] No.4) on the limit of authority of the administration of income tax of foreign-funded
enterprises and foreign enterprises.

The taxation scope for public institutions and social organizations shall comply with the spirit of document GuoShuiFa [2002] No.8
and the aforesaid provisions.

The bureaus of state taxation and bureaus of local taxation at various levels shall further strengthen cooperation in the division
of taxation scope of income taxes, shall strengthen contact, coordination and communication in the aspects of execution of the policies
on enterprise income tax and determination and collection of enterprise income tax, etc., shall strictly comply with the policies
on reduction and exemption of enterprise income tax, and thus to ensure the uniformity and seriousness of the tax law.

The Provisions shall be implemented as of July 1, 2003. In order to keep the stability of taxation order, where the taxation scope
in respect of any domestic-funded enterprise that is subject to the actual taxation by a bureau of state taxation or local taxation
is inconformity with the Circular, such scope will not be adjusted any more.

The State Administration of Taxation
2003-06-25

MEASURES FOR IMPLEMENTATION OF THE ADMINISTRATIVE PUNISHMENT FOR COPYRIGHT INFRINGEMENT

e03183

The National Copyright Administration

Decree of the National Copyright Administration of the PRC

No. 3

The Measures for Implementation of the Administrative Punishment for Copyright Infringement passed the review of the directorate meeting
of the National Copyright Administration on July 16, 2003, which are hereby promulgated and will come into force as of September
1, 2003.

Shi Zongyuan, Director of the National Copyright Administration

July 24, 2003

Measures for Implementation of the Administrative Punishment for Copyright Infringement

Chapter I General Provisions

Article 1

(Objectives of legislation)In order to regulate the acts of the administrative punishment by the competent administration of copyrights
and protect the legitimate rights and interests of citizens, legal persons and other organizations, the Measures have been formulated
according to the Administrative Punishment Law of the PRC (hereinafter referred to as the Administrative Punishment Law, the Copyright
Law of the PRC (hereinafter referred to as the Copyright Law and other relevant laws and administrative regulations.

Article 2

(Enforcement subjects)The National Copyright Administration and the relevant department under the local people’s government enpost_titled
to administrative enforcement of copyrights (hereinafter referred to as the local competent administration of copyrights) shall implement
the administrative punishment with the misbehaviors listed in the Measures within their statutory authorities, provided that the
laws and regulations shall apply if otherwise stipulated.

Article 3

(Violation acts)The misbehaviors herein refer to:

(I)

The tort acts listed in Article 47 of the Copyright Law, concurrently with damages to the public interests;

(II)

The tort acts listed in Article 24 of the Regulations on Protection of Computer Software, concurrently with damages to the public
interests;

(III)

Other copyrights misbehaviors requiring administrative punishment in compliance with laws, regulations and stipulations.

Article 4

(Categories of punishment)For the misbehaviors listed in the Measures, the competent administration of copyrights may impose the following
administrative punishments by force of law:

(I)

Order to stop the tort acts;

(II)

Confiscation of the illegal incomes;

(III)

Confiscation of infringing duplicates;

(IV)

Fines

(V)

Confiscation of the materials, tools and devices mainly used for making the infringing duplicates; and

(VI)

Other administrative punishment specified by laws, regulations and stipulations.

Chapter II Jurisdiction and Application

Article 5

(Territorial jurisdiction)The misbehaviors listed in the Measures will be investigated by competent administration of copyrights of
the place where the tort acts are implemented, the tort results happen, the infringing duplicates are stored, or the where the forfeiture
and detainment are carried out, provided that the administrative regulations shall apply if otherwise stipulated.

Article 6

(Jurisdiction at different levels)The National Copyright Administration may investigate on the misbehaviors of material influences
around the country, and other behaviors that it deems proper for its investigation. The local competent administration of copyrights
shall be responsible for investigate on the misbehaviors occurred in their corresponding jurisdiction.

Article 7

(Jurisdiction dispute and designated jurisdiction)In case the competent administration of copyrights of no less than two places are
enpost_titled to the jurisdiction over the same misbehaviors, the competent administration of copyrights filing the case first shall be
responsible for investigation of the misbehaviors.

In case the local competent administration of copyrights is subject to jurisdiction dispute or unclear jurisdiction, both parties
to the disputes shall reach settlement through consultations; and in case the no settlement has been reached through consultations,
petition should be made to the common superior competent administration of copyrights for designation of the jurisdiction and their
common superior the competent administration of copyrights may also directly designate the jurisdiction.

If necessary, the superior competent administration of copyrights may handled with the cases of material influence under the jurisdiction
of its subordinate competent administration of copyrights, or transfer the case under its jurisdiction to its subordinate competent
administration of copyrights. If believing the case under its jurisdiction is material and complex, which requires for treatment
by the superior competent administration of copyrights, the subordinate competent administration of copyrights may petition for treatment
by the superior the competent administration of copyrights.

Article 8

(Transfer)In case the competent administration of copyrights finds that the misbehaviors under investigation is suspect of a crime
according to the provisions of the criminal law of our country, the competent administration of copyrights shall transfer the case
for treatment by the judicial department according to the Provisions on Transfer of the Suspected Criminal Cases by the Administrative
Enforcement Agencies promulgated by the State Council.

Article 9

(Limitation) The limitation for according the administrative punishment by the competent administration of copyrights against misbehaviors
is two years from the date of the occurrence of the misbehaviors. In case the misbehavior is continuous or in a sustaining status,
such limitations will be calculated from the date of its termination. The infringing duplicate under issuance is deemed as continuance
of the misbehaviors.

In case of failing to be found, any misbehavior will not be accorded with administrative punishment, unless otherwise stipulated by
law.

Chapter III Punishment Procedures

Article 10

(General procedures)Except for the circumstances requiring for summary procedures as specified by the Administrative Punishment Law,
general procedures are applicable to the administrative punishment for copyright infringement according to the provisions of the
Administrative Punishment Law.

Article 11

(Filing)When adopting the general procedures for investigation on the misbehaviors, the competent administration of copyrights shall
keep filing the case.

For the misbehaviors listed in the Measures, the competent administration of copyrights may decide to keep filing for investigation
at its own discretion, or decide to keep filing for investigation based on the materials transferred by the relevant departments,
or keep filing for investigation according to the complaints or petitions by the infringed, parties of interests or other persons
knowing the cases.

Article 12

(Complaint)When applying for keeping filing for investigation on the misbehaviors listed in the Measures, the complainant shall submit
the application, certification of ownership, the works infringed (or duplicates) and other evidences.

The application shall indicate the names of the parties concerned and address, as well as the main facts and reasons based on which
the application are made for investigation.

In case the complainant authorizes an agent for the application, the agent shall present the power of attorney.

Article 13

(Acceptance)Within 15 days upon receipt of the all the complaint materials, the competent administration of copyrights shall determine
whether or not accept the case and send a notice the complainant. In case of non-acceptance, a written notice should be given on
the reasons thereof.

Article 14

(Undertaking)When filing the case, an examination and approval form should be filled in, attached with the appealing or petition materials,
the materials designated by the superior competent administration of copyrights or the materials for transferring the case by the
relevant departments, and the examination reports of the enforcement personnel, and the responsible person of the department concerned
shall approve for filing of the case and assign two no less than two handling personnel for investigation and treatment.

In case the case are of interests to the case-handling personnel, the personnel shall withdraw automatically, and in case of non-withdrawal,
the parties concerned may take challenge for cause,. The withdrawal of the case-handling personnel will be approved by the responsible
persons of the department, and the withdrawal of the responsible person shall be approved by the people’s court of the same level.

Article 15

(Emergency measures)In case of finding the pending misbehaviors during the enforcement when time is not sufficient for filing of the
case, the enforcement personnel may adopt the following measures:

(I)

Preventing or correcting the misbehaviors

(II)

Registering for preserving the infringing duplicates and the materials, tools and equipment mainly used for the misbehaviors in advance;

(III)

Collecting and taking other relevant evidences.

The enforcement personnel shall timely submit the relevant circumstance and materials to the local competent administration of copyrights
and handle with the formalities for filing of the case.

Article 16

(Obtaining evidences)Upon filing of the case, the case-handling personnel shall timely carry out the investigation and require the
statutory person with burden of proof to provide evidences within the time schedule specified by the competent administration of
copyrights.

When obtaining evidences, the case-handling personnel may adopt the following means for collection and taking 5the relevant evidences:

(I)

reading and copying the documents and archives, books and accounts and other written materials relating to the suspected misbehaviors;

(II)

Sampling in taking evidence from the suspected infringing duplicates

(III)

Registering the suspected infringing duplicates for preservation in advance.

Article 17

(Presentation of enforcement permits)During enforcement, the case-handling personnel shall present the enforcement permits to the
parties concerned and the relevant personnel prepared and distributed according to the National Copyright Administration or other
local people’s government.

Article 18

(Categories of evidences)The evidences collected during handling of the case include:

(I)

written evidence

(II)

material evidence;

(III)

witness and attestation;

(IV)

audio-video materials

(V)

statement of the parties concerned

(VI)

conclusion of identification;

(VII)

Records of inspection and investigation.

Article 19

(Evidences provide by the parties concerned)The evidence may cover the manuscripts relating to copyrights provided by the parties
concerned, the originals thereof, legal publications, copyright registration, certification issued by the notary public, the contract
for obtaining of the rights, as well as articles in kind and invoices for purchase of the infringing duplicates by ordering or spot
transactions by the parties concerned or by agency.

Article 20

(Preparation of list)In case of sampling in taking evidences and registering for preservation of the relevant evidence in advance
by the case-handling personnel, the parties concerned shall be present. For the relevant articles, a list should be prepared in two
copies, which shall be submitted for preservation by the local competent administration of copyrights of the case-handling personnel
and the parties concerned respectively after signature and stamping by them. In case the parties concerned are not present or refuse
to sign or stamp on the evidence, no less than two case-handling personnel present shall indicate the actual circumstances.

Article 21

(Registration preservation in advance)In registering the relevant evidences for preservation in advance, the case-handling personnel
shall obtain the approval of the responsible person of their department and send to the parties concerned the notice on registering
the evidence for preservation in advance. During the preservation of the evidence, the parties concerned or the relevant personnel
shall not move or destroy the relevant evidence.

For registering the evidence for preservation in advance, a sealing tape of the competent administration of copyrights for such purpose
should be sealed. In case the evidence registered for preservation in advance are required to move to other places, it may be moved
to the proper place for preservation. In emergency when it is not sufficient for handling with the relevant formalities, the case-handling
personnel may teak measures in advance and make up for such formalities.

Article 22

(Consequential measures of registration preservation in advance)For the evidence registered for preservation in advance, decisions
should be made on the following treatment within 7 days upon delivery of the notice on registration of the evidence for preservation
in advance:

(I)

Submitting the evidence for identification if required;

(II)

In case the facts are established for misbehaviors requiring for confiscation, the confiscation should be executed by statutory procedures;

(III)

The case shall be moved to the relevant department together with the evidence if required to move to the relevant department for treatment;

(IV)

In case the facts are not established for misbehaviors or the confiscation is not required by force of law, the registration for preservation
measures shall be discharged;

(V)

Other statutory measures.

Article 23

(Entrusted investigation) In case of entrusting other competent administration of copyrights for investigation during investigation
and treatment of the cases, the competent administration of copyrights shall issue the power of attorney. The entrusted competent
administration of copyrights shall take initiatives to offer assistance.

Article 24

(Expert identification) In terms of the professional issues during the investigation and treatment of the case, the competent administration
of copyrights may entrust the special institution or engage the professionals to carry out identification.

Article 25

(Investigation report)Upon the end of the investigation, the case-handling personnel shall submit the report on the investigation
of the case, state whether or not the relevant acts are in violation of law, put forth the opinions on treatment and the facts, reasons
and basis, attach all the evidential materials.

Article 26

(Notification to the parties concerned)In case the competent administration of copyrights plans to make a decision on administrative
punishment, the responsible persons of the department in charge shall issue pre-notice on administrative punishment and notify the
parties concerned of the facts, reasons and basis based on which the decision is projected on administrative punishment and of their
rights for statement, pleadings and other rights.

The pre-notice on the administrative punishment shall be served to the parties concerned by the competent administration of copyrights
and the parties concerned shall sign and stamp on the receipt thereof. In case the parties concerned refuse to receive the notification,
the service personnel may indicate the actual situation and report to the responsible person of the department in charge. The competent
administration of copyrights may also adopt the mail for service of the notice to the parties concerned. In case the parties concerned
may not be found, the notification may adopt the means of public announcement.

Article 27

(Deadline for the statements and pleadings of the parties concerned)In case the parties concerned requires for statement or pleadings,
the opinions of the statements or pleadings and the relevant facts, reasons and evidences thereof should be put forth to the competent
administration of copyrights within 7 days upon the notification or within 30 days upon the public announcement. In case the parties
concerned have not exercise their rights for statement and pleadings, it shall bee deemed as a waver thereof.

In case of the notification by direct service, the date when the parties concerned sign for receipt of the notice shall be the date
of the notification, and in case of service by mail, the date indicated on the receipt shall be the sate of the notification.

Article 28

(Review)The case-handling personnel shall fully listen to the opinions of the statement and pleadings of the parties concerned, and
review on the facts, reasons and evidences put forth by the parties concerned, with report of review submitted.

The competent administration of copyrights shall not impose higher punishment because of the pleadings of the parties concerned.

Article 29

(Treatment decision)The responsible persons of the competent administration of copyrights shall examine and check the report on the
investigation of the case and the review report, and make the following decisions on treatment according to the review results:

(I)

In case the misbehaviors actually requires for administrative punishment, the punishment may be accorded according to the tort degree
of the wrongdoers, the period of the infringement, the scope of the infringement and the consequential results of harms;

(II)

in case of minor misbehaviors, there can be no administrative punishment

(III)

In case the facts based on which the misbehaviors are alleged ado not hold water, there will be no administrative punishment

(IV)

In case the misbehaviors constitute suspected cries, the case will be moved to the judicial department for treatment.

In case of complex or material misbehaviors to be accorded with pretty heavy administrative punishmentthe decisions on such punishment
should be made by the responsible persons of the competent administration of copyrights through collective discussion.

Article 30

(Fines)When the competent administration of copyright made decisions on fines, the amount of the fines should be determined according
to the provisions of Article 36 of the Implementation Rules of the Copyright Law of the PRC and Article 24 of the Regulations on
Protection of Computer Software.

Article 31

(Punishment for serious circumstances) In case of serious misbehaviors, the competent administration of copyrights may confiscate
the materials, tools and devices mainly used for making the infringing duplicates.

The serious circumstances herein refer:

(I)

Illegal incomes of an individual reaching RMB5,000 and those of a unit reaching RMB30,000;

(II)

The amount of illegal operations by an individual reaching RMB30,000 and those by a unit reaching RMB100,000;

(III)

The infringing duplicates under the operation by an individual reaching two thousand copies (boxes) and those by a unit reaching five
thousand copies;

(IV)

Repeated infringement of copyrights after prosecution of criminal responsibilities for infringement of copyrights;

(V)

Causing other serious consequences or results.

Article 32

(One subject matter without double punishment)For the same misbehaviors by the parties concerned for which other administrative authorities
have imposed fines, the competent administration of copyrights will no longer impose fines, but may still impose other categories
of administrative punishment as specified by Article 4 of the Measures in consideration of the actual circumstances.

Article 33

(Hearing criteria)Before deciding on imposing big amount of fines or other administrative punishment requiring for hearing according
to the provisions of laws or administrative regulations, the competent administration of copyrights shall notify the parties concerned
of the rights for requiring for a hearing.

The big amount of fine herein refers to fines no less than RMB20,000 for individuals and fines no less than RMB100,000 for unit, provided
the local regulations and stipulations shall apply if otherwise specified.

Article 34

(Hearing)In case the parties concerned require for a hearing, the competent administration of copyrights shall arrange the hearing
according to the provision of Article 42 of the Administrative Punishment Law, for which the parties concerned shall not undertake
any expenses for arrangement of such hearing.

Article 35

(Legal documents)In case the competent administration of copyrights decides on imposition of administrative punishment, a resolution
should be prepared on such administrative punishment.

In case the competent administration of copyrights decides on no imposition of administrative punishment for minor misbehaviors, a
notice should be prepared on not imposing administrative punishment, indicating the facts, reasons and basis for not imposing administrative
punishment, which should be served to the parties concernedin case the facts based on which the misbehaviors are alleged, a notice
on the results of the investigation should be prepared, which should be served to the parties concerned.

For transferring the case to the judicial department for investigation and treatment, the competent administration of copyrights shall
prepare a documents relating to transfer of the case of suspected crimes, which should be timely transferred to the judicial department
of jurisdiction together with the relevant materials and evidences.

Article 36

(Service)The resolution on administrative punishment should be delivered to the parties concerned directly after announcement by the
competent administration of copyrights. In case the parties concerned are not present, the resolution should be served to the parties
concerned within 7 days.

Article 37

(Application for administrative reconsideration and petition for administrative proceedings) If objecting to the administrative punishment
by the National Copyright Administration, the parties concerned may petitions for the National Copyright Administration to carry
out administrative reconsideration; if objecting to the administrative punishment by the local competent administration of copyrights,
the parties concerned may apply for administrative reconsideration with the people’s government of the same level or the superior
competent administration of copyrights.

If objecting to the administrative punishment or the decisions from the administrative reconsideration, the parties concerned may
bring forth administrative proceedings by force of law.

Chapter IV Enforcement Procedures

Article 38

(Performance of the findings of punishment)The parties concerned shall perform the administrative punishment within the time schedule
specified by the decision on the administrative punishment upon receipt of such decision.

In case the parties concerned petition for administrative reconsideration or administrative proceedings, the enforcement of the administrative
punishment shall not stop unless otherwise stipulated by law.

Article 39

(Disposal of confiscated articles) The confiscated infringing duplicates shall be destroyed or be properly disposed with consent of
the infringed.

When destroying the infringing duplicates, the competent administration of copyrights shall assign no less than two enforcement personnel
for supervision over the destruction process, verify the results of the destruction and prepare the destruction records.

In terms of the confiscated materials, tools and devices mainly used for making the infringing duplicates, the competent administration
of copyrights shall proceed by auction according to law or according to the relevant state provisions.

Article 40

(Substitution performance)The decisions made by the superior competent administration of copyrights on imposing administrative punishment
may be performed by the subordinate competent administration of copyrights entrusted. The entrusted subordinate competent administration
of copyrights for substitution performance shall report the results of the substitution performance to the superior the competent
administration of copyrights.

Chapter V Supplementary Provisions

Article 41

(Statistics of administrative punishment)The competent administration of copyrights shall establish the statistic system of administrative
punishment for copyright infringement according to the state statistic law and submit to the superior the competent administration
of copyrights the statistic report on the administrative punishment of copyrights once a year.

Article 42

(Filing of docket and archive)Upon the completion of the enforcement of the decisions of the administrative punishment or administrative
reconsideration, the competent administration of copyrights shall timely docket the case material on archive.

The materials to be filed on archive mainly include: decisions of administrative punishment, examination and approval of filing of
the case, report on investigation of the case, review report, decision on the reconsideration, written records of the hearing, report
on hearing, evidential materials, documents for treatment and disposal of property and articles, and other relevant materials.

Article 43

(Preparation of legal documents)The relevant legal documents involved in the Measures shall be prepared by reference with the document
formats determined by the National Copyright Administration.

Article 44

(Implementation)The Measures shall come into force as of September 1, 2003. The Measures for Implementation of the Administrative
Punishment for Copyright Infringement promulgated on January 28, 1997 will be repealed simultaneity, and in case of any discrepancy
between any other provisions promulgated prior to the Measures and the Measures, the Measures shall prevail.

The National Copyright Administration
2003-07-24

IMPLEMENTATION RULES FOR THE MEASURES FOR THE ADMINISTRATION OF VERIFICATION AND WRITING-OFF OF EXPORT PROCEEDS IN FOREIGN EXCHANGE

e01441

State Administration of Foreign Exchange

Implementation Rules for the Measures for the Administration of Verification and Writing-Off of Export Proceeds in Foreign Exchange

HuiFa [2003] No.107

September 8, 2003

Chapter 1 General Provisions

Article 1

The present Implementation Rules are hereby enacted for the purpose of earnestly implementing the Measures for the Administration
of Verification and Writing-Off of Export Proceeds in Foreign Exchange (HuiFa [2003] No.91) printed and distributed by the State
Administration of Foreign Exchange (SAFE) and to strictly regulating the administration of verification and writing-off of export
proceeds in foreign exchange (hereinafter referred to as the verification).

Article 2

SAFE and the branches and sub-branches thereof (hereinafter referred to as foreign exchange administrations) are the departments in
charge of the administration of the verification.

Article 3

The verification shall apply the principle of locality jurisdiction, namely, the exporter shall make the record registration, apply
for the verification forms, and make the verification with the foreign exchange administration of the place where it is located.

Article 4

The foreign exchange administrations shall apply classified administration of exporters on the basis of the annual assessment of their
completion of verification, their reporting rates of international balance, their export and trade methods, and their methods of
collection of export proceeds in foreign exchange (hereinafter referred to as collection of proceeds), as well as their compliance
with the policies of the state on foreign exchange administration and in light of the opinions of the relevant departments in charge
of the administration of the exporters, and shall respectively apply the administration methods of automatic verification, group
verification, and one-by-one verification.

Article 5

The foreign exchange administrations shall apply the administration system of verification officers. The obtaining of verification
forms and the making of verification of the exporter shall be under the charge of the verification officer of that exporter. The
measures for the administration of verification officers shall be formulated by the branches of SAFE in light of the actualities
of their respective areas, and be carried out after being reported to SAFE for record.

Chapter 2 Record Registration of Exporters

Article 6

The exporter shall, after acquiring the management right of export business, subscribe to “China Electronic Port” with the customs
office, and make the electronic certification of the enterprise legal person IC card of “China Electronic Port” and the enterprise
operator IC card of “China Electronic Port” with the relevant administrations.

Article 7

The exporter shall submit the following documents to the foreign exchange administration when making the record registration of verification:

(1)

The letter of introduction and written application of the exporter;

(2)

The original and copy of the Certificate of Qualification of Import and Export Enterprises of the People’s Republic of China, or the
Certificate of Approval for Foreign-Funded Enterprises of the People’s Republic of China, or the Certificate of Approval for Enterprises
Funded by Investors from Hong Kong, Macao, or by Overseas Chinese Investors of the People’s Republic of China;

(3)

The Business license of Enterprise Legal Person (counterpart) or the Business License of Enterprise (counterpart) and the copy thereof;

(4)

The original and copy of the Certificate of Organization Code of the People’s Republic of China;

(5)

The original and copy of the certificate of customs registration; and

(6)

Other documents as required by the foreign exchange administration.

The foreign exchange administration shall, after examining the aforesaid documents and ensuring there isn’t any mistake, make the
registration for the exporter and establish the electronic archive information of the exporter.

Article 8

The exporter shall, if its electronic archive information registered with the foreign exchange administration is altered, by taking
the notices of alteration issued by the relevant administrations, make the alteration registration with the foreign exchange administration
within 1 month after making the alteration registration with the administrations of industry and commerce, and customs, and the foreign
exchange administration shall alter the purview of the IC card of that exporter at “China Electronic Port”.

Article 9

Where the exporter terminates its business or is disqualified from foreign trade business, it shall, by taking the relevant documents
issued by the relevant administrations, make the cancellation registration with the foreign exchange administration within 1 month,
and the foreign exchange administration shall cancel the purview of the IC card of that exporter at “China Electronic Port”.

Chapter 3 Administration of Verification Forms

Article 10

The verification forms shall be issued level by level by the designated personnel. SAFE shall issue the verification forms to its
branches, which shall issue the verification forms to the central sub-branches under their respective administration, and the aforesaid
central sub-branches shall issue the verification forms to the sub-branches under their respective administration. The foreign exchange
administrations shall issue the verification forms to the exporters under their respective administration.

Article 11

The exporter shall, before obtaining the verification forms with the foreign exchange administration, file an application for the
verification forms with the foreign exchange administration through the “System of Collection of Export Proceeds in Foreign Exchange
of China Electronic Port” (hereinafter referred to as the System of Collection of Proceeds) according to the actual needs of its
business, and the verification officer of that exporter shall, by taking the operator IC card of “China Electronic Port” of his own
and other prescribed certificates, obtain the verification forms with the foreign exchange administration.

Article 12

A foreign exchange administration shall issue the verification forms to the exporter on the basis of the number of forms applied for
by that exporter and the verification assessment grade, and shall transmit the electronic record data of the verification forms to
the data center of “China Electronic Port”.

Article 13

A foreign exchange administration may adjust the number of forms to be issued according to the verification assessment grade and the
daily business operations of the exporter. If the exporter is assessed as an “honorable enterprise of collection of proceeds” or
a “qualified enterprise of collection of proceeds”, the verification forms shall be issued to it according to its needs, whereas
the issuance of verification forms shall be restricted if that exporter is assessed as a “risky enterprise of collection of proceeds”
or a “highly risky enterprise of collection of proceeds”, or if it has committed any other serious violation of the provisions on
foreign exchange administration.

Article 14

The exporter shall give the signature when obtaining the verification forms. Blank verification forms shall be continuously valid.

Article 15

The exporter shall, before formally using the verification forms, affix on them the bar seal of entity name and organization code
and affix its official seal on between the pages of the form.

Article 16

Where all the goods stated on a verification form are shut out, or the verification form is filled in erroneously, the exporter shall
write off that form with the foreign exchange administration within 3 months.

Article 17

Where the exporter terminates its business, or is disqualified from foreign trade, or is merged or split, it shall make the verification
according to the following provisions:

(1)

Where the exporter no longer runs the export business as a result of terminating its business or being disqualified from foreign trade,
it shall return the unused verification forms to the foreign exchange administration for writing-off within 1 month. The foreign
exchange administration shall stop issuing verification forms to that exporter and shall prohibit the use of those forms that have
been issued, but remained unused and have not been returned to the foreign exchange administration.

(2)

Where the exporter no longer runs the export business as a result of merger or splitting, it shall return the unused verification
forms to the foreign exchange administration for writing-off within 1 month. The foreign exchange administration shall prohibit the
use of those forms that have been issued to that exporter, but remained unused and have not been returned to the foreign exchange
administration.

(3)

Where the exporter continues to run the export business as a result of merger or splitting, it shall return the unused verification
forms to the foreign exchange administration for writing-off within 1 month and shall continue to assume the verification of the
former exporter according to the agreement on merger and splitting.

Article 18

Where the exporter commits any serious violation of the provisions of foreign exchange administration or is involved in any other
special circumstances, the foreign exchange administration may prohibit the verification forms that have been obtained but unused
by that exporter.

Chapter 4 Export Customs Declaration

Article 19

The exporter shall, before making the customs declaration, put on record the verification forms with the customs office of the place
where the declaration is to be made through the “System of Collection of Proceeds”.

Article 20

The exporter shall fill in the verification forms accurately and completely, the contents of which shall be consistent with the relevant
contents stated on the certification pages of the customs declaration forms of collection of export proceeds (hereinafter referred
to as declaration forms).

Article 21

The exporter shall, when making the customs declaration, faithfully report to the customs office the transaction method, and on the
basis of that method, report the transaction price, amount, freight and insurance premium, as well as the number of the processing
trade contract, and shall ensure the truthfulness and completeness of the data declared.

Article 22

Where the regulation requires the use of verification forms for export customs declaration, the customs office shall examine the verification
forms and other declaration documents submitted by the exporter, and after checking the electronic records of the verification forms
and ensuring there is no mistake, process the clearance formalities for the exporter.

Article 23

The customs office shall, when processing clearance formalities for the exporter, affix the “test-over seal” in the column of “customs
verification and clearance” on the verification form, and write off the electronic record data of the verification form with the
remark of “used”. It shall, after the clearance, issue the declaration forms marked with the numbers of the verification forms to
the exporter if the exporter so applies, and transmit the writing-off of the electronic records of the verification forms, and the
electronic records of the customs declaration forms, etc., to SAFE through the data center of “China Electronic Port”.

Article 24

The customs office shall, when issuing the customs declaration form, ensure that the numbers of the verification forms correspond
to those of the declaration forms one by one.

Article 25

The exporter shall, after the customs declaration and export, tender the verification forms that have been used in the customs declaration
to the foreign exchange administration through the System of Collection of Proceeds.

Chapter 5 Collection of Proceeds

Article 26

The exporter shall, after exporting the goods, collect the price in good time and full amount pursuant to the time and method of collection
stipulated in the export contract, and the total transaction price stated on the declaration form. In the case of spot collection,
the export proceeds shall be collected within 180 days after the clearance of the goods, and in the case of forward collection, the
proceeds shall be collected within the time limit as recorded for forward.

Article 27

With respect to the settlement or entry of account of the following foreign exchange, the bank may issue to the exporter the special
page of verification form (hereinafter referred to as the special page):

(1)

With regard to the payments collected directly from overseas or domestic special economic zones, the bank shall issue the special
page after finishing the foreign exchange settlement or entering the amount into the foreign exchange account for current account
transactions (hereinafter referred to as “account entry”) of the exporter.

(2)

With regard to the damages recovered from export cargo insurance or export credit insurance, the bank shall issue the special page
after finishing the foreign exchange settlement or account entry on the strength of the original verification forms and the agreement
on settlement of claims, and shall indicate on the special page “damages from export cargo insurance” or “damages from export credit
insurance”.

(3)

With regard to the foreign exchange capital obtained through forfeiting business, the bank shall issue the special page after finishing
the foreign exchange settlement or account entry for the exporter pursuant to the provisions, and shall indicate on the special page
“forfeiting business”.

(4)

Where the bank hasn’t, under factoring, provided financing service or such service with recourse for the exporter, the bank shall,
after the exporter collects the payments from overseas, process the foreign exchange settlement or account entry according to the
provisions and issue the special page to that exporter.

Where the bank has provided the exporter with financing service without recourse, the bank may, after providing the exporter with
the fund and finishing the foreign exchange settlement or account entry for that exporter according to the provisions, issue the
special page to that exporter on the basis of the amount financed, affix on the special page a special number of verification, and
in the meanwhile, indicate on the special page “factoring financing business”. The bank shall, after collecting the payments from
overseas and deducting the amount financed and the interest thereon, issue the special page in respect of the balance, and shall
indicate on the special page “factoring balance” and the relevant factoring expenses and interest accruing from the financing, as
well as the number of the declaration form of foreign-related income and the original special number of verification.

(5)

With regard to the payments collected from the off-shore account opened by the overseas importer in a bank providing off-shore banking
services within China, the bank shall issue the special page after finishing the foreign exchange settlement or account entry according
to the provisions, and shall indicate on the special page “transferred from domestic off-shore account”.

(6)

With regard to the foreign exchange collected by the transferor in deep processing transit business, the bank shall issue the special
page after finishing the foreign exchange settlement or account entry for the transferor, and shall indicate on the special page
the words of “collected proceeds from deep processing transit business” and the name of the transferee.

(7)

With regard to the collection of proceeds under export buyer’s credit, the bank shall issue the special page after finishing the foreign
exchange settlement or account entry for the exporter on the basis of the export contract, the order of the overseas borrower to
pay, the letter of credit, or other payment orders, or on the basis of the postscripts or summary of entrusted payment of the domestic
lending bank, and shall indicate on the special page “domestic transfer under export buyer’s credit”.

(8)

With regard to the export proceeds settled in foreign currency cash, the exporter shall make the foreign exchange settlement with
the bank, and may not retain or deposit such proceeds with the bank. Where the amount of foreign currency cash reaches the limit
for entry report, the bank shall issue the special page after making foreign exchange settlement for the exporter on the strength
of the export contract, vouchers, verification forms, and the original of the declaration form of foreign currency carried into China
signed by the customs office, and after indicating on the declaration form the amount settled and the date, and affixing a mark,
shall indicate on the special page “settlement of foreign currency cash”. Where the amount of foreign currency cash carried has not
reached the limit for entry report, the bank shall settle the foreign currency cash on the strength of the export contract, invoices,
verification forms, and the application for foreign exchange settlement, and shall indicate on the special page “settlement of foreign
currency cash”. The export proceeds collected under border trade and planning chartering shall be excluded.

(9)

The bank may not issue the special page when making foreign exchange settlement under export bill negotiation or making account entry
for discount of time drafts or for packing loans under export letters of credit, and shall issue the special page only after collecting
the export payments and finishing the relevant formalities.

(10)

With regard to the export payments collected directly from overseas or domestic special economic zones, if it is necessary for a domestic
bank to exchange the foreign currency into another, the paying bank shall issue the special page when proceeding the exchange from
the original currency within China. The exchanging bank shall indicate the words of “exchanged foreign currency” in the transaction
postscript.

(11)

Where the special page may be issued in other circumstances as provided for by the foreign exchange administrations, the relevant
provisions shall be observed.

Article 28

With regard to the settlement or account entry of the following kinds of foreign exchange, the bank may not issue the special page
to the exporter:

(1)

Export proceeds other than those provided for in Article 27 and the proceeds that cannot be determined as export proceeds in foreign
exchange at the present time;

(2)

Foreign exchange transferred from the foreign exchange accounts of other entities within China or from the foreign exchange accounts
for current account and capital account transactions of a same entity, other than those provided for in Article 27 ;

(3)

Other foreign exchange for which no special page shall be issued as provided for by the foreign exchange administrations.

Article 29

The bank shall, when issuing the special page, keep the contents of the page the same as those of the record page kept by the bank
and the book-keeping page of the recipient. A special page shall contain the following elements:

Name of the handling bank;

Date of foreign exchange settlement or payment collection;

Name and account number of the recipient entity;

Amount actually collected and the currency;

Detailed list of various incidental expenses (if there is any), and the amount and currency;

Net amount settled or entered into account and the currency;

Number of the verification form;

Number of the declaration form of foreign-related income or the special number of verification;

Words of “special page of verification and writing-off of export proceeds in foreign exchange”;

10.

Official business seal of the bank and the signature or seal of the handling person; and

11.

Other contents that should be indicated as required by the foreign exchange administrations.

Article 30

The bank shall in advance put on record with the local foreign exchange administration the format and model of the special page. Where
there is any alteration to the format or model, the bank shall change the record with the foreign exchange administration before
using the altered format or model.

Article 31

Where the export proceeds of the exporter are not subject to the international balance report and the special page can be issued thereto
pursuant to the provisions, the bank shall affix the special number of verification on the special page, and shall indicate the sources
of the capital collected. The special number of verification has 22 figures altogether, the first 6 figures are the region identification
number; the next 6 figures are the bank identification number and sequential number; the still next 6 figures are the date of collection
of proceeds; and the last 4 figures are the business serial number of the bank on the day of transaction.

Article 32

The special page issued by the bank must contain the number of the report of foreign-related income or the special number of verification,
otherwise, the foreign exchange administration may not handle the verification for the exporter on the basis of that special page.

Article 33

With respect to the collection of lump-sum payments in foreign exchange from several export transactions, the bank shall require the
exporter to provide the numbers of the verification forms to which that sum corresponds to, and shall indicate those numbers on the
special page. Only one special page may be issued for the collection of lump-sum proceeds, and the issuing of separate pages is not
allowed. Where the lump-sum proceeds contain advanced payments and remainder of payments, the bank shall fill in the number of the
verification form to which the remainder corresponds and shall indicate on the special page “advanced payments contained”. And the
exporter shall, after actually exporting the goods, make up the number of the verification form with the bank, which shall affix
the business official seal and the signature of the handling person. With respect to a single advanced payment, the bank shall issue
the special page to the exporter after finishing the foreign exchange settlement or account entry pursuant to the provisions and
ensuring that the exporter has exported the goods (providing the number of verification form).

Article 34

Where the exporter needs to adjust its account or set off wrong accounts after the bank has issued the special page after the foreign
exchange settlement and account entry, the bank shall withdraw and write off the special page that has been issued.

Article 35

In the case of export by agency, if both the agent and the principal have foreign exchange accounts for current account transactions
and if the original foreign currency needs to be transferred to the principal, the bank shall enter all the foreign currency collected
into the foreign exchange account for current account transactions of the agent, and issue the special page to the agent, which shall
then transfer the foreign currency pursuant to the relevant provisions. If the agent has no foreign exchange account for current
account transactions, the bank shall settle the foreign exchange collected and issue the special page to the agent, which shall transfer
RMB to the principal.

Chapter 6 Verification Report of the Exporter

Article 36

The exporter shall, after exporting the goods and within 30 days from the anticipated date of collection of payments, make verification
reports to the foreign exchange administration in respect of all the payments or each payment on the strength of the prescribed verification
certifications. If the exporter applies automatic verification, it need not make the verification report with the foreign exchange
administration, except under special circumstances.

The foreign exchange administration may, according to the volume of verification transactions of the region and the specific circumstances
of the exporter, apply the system of verification report form or the electronic administration of verification reports.

Article 37

Where the anticipated date of collection of payment falls on the 180th day or thereafter after the date of customs declaration, the
exporter shall, within 60 days after the customs declaration of the goods, make the record of forward collection of proceeds with
the foreign exchange administration on the strength of the written application for record of forward collection of proceeds, export
contract or agreement for forward collection, the verification forms, declaration forms, and other relevant documents.

Article 38

The exporter shall, when making the verification report, provide the verification certificates pursuant to the following provisions:

(1)

In the case of export under “general trade”, “non-corresponding imported material”, “authorized trade of military equipment”, “unauthorized
trade of military equipment”, or “trade to Taiwan”, the verification forms, declaration forms and special pages shall be provided.

(2)

In the case of export under “barter trade”, the barter contract, verification forms and declaration forms shall be provided. For full
barter, the import declaration forms of the goods bartered in shall also be provided; in the case of partial barter, the special
pages and the import declaration forms of the goods bartered in shall also be provided.

(3)

In the case of export under “processing of materials supplied by clients”, or “deep processing of materials supplied by clients”,
the verification forms, declaration forms and special pages shall be provided. With respect to the verification report for the proceeds
from the first export transaction under the same contract, the processing contract approved by the commerce administration shall
also be provided. And in the case of alteration of the contract or termination of the execution, the relevant certificates shall
also be provided.

(4)

In the case of export under “compensation trade” and where the compensation shall be made in kind as stipulated by the contract, the
compensation trade contract, verification forms, declaration forms, and the corresponding import declaration forms shall be provided.
And where the value stated on the declaration forms exceeds that on the import declaration forms, the special pages shall also be
provided.

(5)

In the case of export under “corresponding imported materials”, “deep processing of imported materials”, or “processing of imported
materials by three types of foreign-funded enterprises”, if the proceeds are collected in full amount, the verification forms, customs
declaration forms and special pages shall be provided. Where the imported materials are set off, the exporter need to make the registration
of set-off of imported materials with the foreign exchange administration, and provide the verification forms, customs declaration
forms, special pages in respect of the balance, and the corresponding import declaration forms.

With respect to the verification report for the proceeds from the first export transaction under the same contract, the processing
contract ratified by the commerce administration shall also be provided. And in the case of alteration of the contract or termination
of the execution, the relevant certificates shall also be provided.

Where the exporter makes the export under “deep processing of imported materials” and the transferee makes the import under “deep
processing of imported materials”, the processing contract ratified by the commerce administration, the verification forms, declaration
forms and special pages shall be provided. Where the payments are settled in RMB, the certificates of account entry in RMB and the
import declaration forms shall be provided.

(6)

In the case of export under “samples and advertisement products A”, the verification forms and declaration forms shall be provided.
Where the collection of proceeds are verified and written off, the special pages shall be provided. And with respect to a single
transaction in which the proceeds not collected exceed 500 US dollars of the equivalent, the contract or agreement concluded by the
parties shall be provided.

(7)

In the case of export under “external contracting”, the ratification letter of the commerce administration for foreign contracting,
the contract or agreement on the contracted project, the verification forms, declaration forms and special pages shall be provided.

(8)

In the case of export under “returned cargo”, the verification forms, declaration forms and import customs declaration forms shall
be provided. The special pages shall also be provided with respect to the returned goods for which payments in foreign exchange have
already been made.

(9)

In the case of export under “re-export of imported materials” or “re-export of leftover materials out of imported materials”, if the
collection of proceeds is verified and written-off, the verification forms, declaration forms and special pages shall be provided.
If the proceeds are not collected, the verification forms, declaration forms and import declaration forms indicated with the trade
methods of “corresponding imported materials” or “deep processing of imported materials” shall be provided.

(10)

In the case of export under “replacement of imported materials”, if the proceeds are collected, the verification forms, declaration
forms and special pages shall be provided. And if the proceeds are not collected, the verification forms, declaration forms and import
declaration forms for processing of imported materials shall be provided.

(11)

In the case of export under “petty trade to Taiwan”, where payments are settled in spot foreign exchange, the verification forms,
declaration forms and special pages shall be provided. Where the payments are settled in foreign currency cash, the verification
forms, declaration forms, foreign currency cash settlement vouchers and purchase invoices shall be provided. Where the payments are
settled in RMB, the verification forms, declaration forms and certificate of account entry of RMB shall be provided.

(12)

In the case of export under “bonded factory” or “outward processing”, if the proceeds are collected, the verification forms, declaration
forms and special pages shall be provided. Where the goods are transported back after processing and the proceeds are not collected,
the verification forms, declaration forms and corresponding import declaration forms shall be provided.

(13)

In the case of export under “leasing trade”, and “less-than one-year leasing”, the leasing contract, verification forms and customs
declaration forms shall be provided. Where the foreign party is the leaseholder, the sp

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ISSUES CONCERNING DEEPENING THE REFORM OF FOREIGN EXCHANGE ADMINISTRATION ON FOREIGN INVESTMENT

State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Issues Concerning Deepening the Reform of Foreign Exchange Administration
on Foreign Investment

Hui Fa [2003] N0. 120

October 15, 2003

The branch offices / departments of the State Administration of Foreign Exchange in all provinces, autonomous regions, and municipalities
directly under the jurisdiction of the Central Government, and the branch offices in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo:

In order to promote the implementation of the “going out” strategy, and deepen the reform of the foreign exchange administration on
foreign investment, as well as further improve the foreign exchange administration on foreign investment, we hereby make the following
notice on relevant issues:

For those foreign investment projects in which the amount of foreign exchange investment of the Chinese party is less than 3 million
US dollars, the branch offices and departments of foreign exchange administration at the districts where the experiments on the reform
of the foreign exchange administration on foreign investment are carried out on the approval of the State Administration of Foreign
Exchange (hereinafter referred to as the “Experimental Branches”), may directly propose opinions on the examination of the sources
of foreign exchange. And for those foreign investment projects in which the amount of foreign exchange investment of the Chinese
party is less than one million US dollars, the Experimental Branches may, after reporting to and getting approval from the State
Administration of Foreign Exchange, authorize their sub-branches within the territory of China, which have larger overseas investment
portfolio, to directly issue opinions on the examination of the sources of foreign exchange.

The authority to examine the sources of foreign exchange for overseas investment in non-experimental districts shall remain unchanged.

II.

Before the registration and foundation of the overseas enterprises, an investor may remit overseas the prophase capital of a project
according to the principle of actual needs after being examined and approved by the Experimental Branches. The Experimental Branches
shall examine and verify the application of the investor for the remittance of the preliminary capital of the project on the basis
of the business operating rules (See Attachment I).

The preliminary capital of a project consists of the preparatory fees needed for preparing the foundation of an overseas enterprise,
the deposit for the performance of contract paid for acquiring the assets and capitals or equity of the overseas enterprise, etc.
The preliminary capital shall be considered as part of the total foreign exchange investment of the Chinese party for administration,
and shall be utilized by the investor according to the particular circumstances of the project.

For the preliminary capital under the preparatory establishment fees, the investor shall pay directly to the foreign organizations
or individuals, and it is not necessary to open a special overseas account for the deposit. The investor shall submit an application
to the Experimental Branches at the place where it is located for carrying out the formalities on the remittance of the capitals
under the preparatory establishment fees, by virtue of the documents as follows:

(1)

A written application (consisting of the reasons for the payment, name of the payee, the opening bank, account number, kind of currency,
and the amount of payment, as well as the list for the use of the preparatory establishment fees, thereof, etc);

(2)

The opinions issued by the foreign exchange administration on the examination of the source of foreign exchange for the foreign investment;

(3)

The official and written reply and the certificate of approval for the foreign investment project issued by the authority of examination
and approval for a project;

(4)

The certification documents issued by the relevant overseas organizations showing that the preparatory establishment fees is really
needed; and

(5)

Other documents as required by the Experimental Branches depending on the particular circumstances.

For the preliminary capital under the deposit for the performance of contract, a special overseas account need to be opened by the
investor to deposit it, and the capital shall not be paid directly to the overseas organizations or individuals. The investor shall
submit an application to the Experimental Branches at the place where it is located for opening a special overseas account and for
purchasing and paying the foreign exchange, during which process the documents as follows shall be submitted:

(1)

A written application (consisting of the reasons for opening the account, the opening bank to be chosen, the kind of currency, the
amount of money, and the time limit for use, as well as the illumination for its purpose, etc);

(2)

The business license of the investor that has passed the annual examination performed by the department of industry and commerce administration;

(3)

The relevant ordains on account administration of the country (district) where the special overseas accounts are opened;

(4)

The introduction of the conditions of the assets and capitals or equity to be purchased, the evaluation report of the special intermediary
agencies on the assets and capitals or equity to be purchased, and the certificates of payment to the deposit for the performance
of the contract in actual need issued by the relevant organizations overseas, etc; and

(5)

Other documents required by the Experimental Branches depending on the circumstances.

The opening of the special overseas accounts shall be in the name of the investor, and the opening bank shall be selected firstly
from the overseas Chinese-funded banks, and any alteration shall be examined and verified by the Experimental Braches beforehand.
The investors shall, carry out the formalities for the purchase and payment of the foreign exchange for the prophase capital under
the deposit for the performance of the contract by virtue of the approval documents and the certification documents for opening the
overseas account, and the approval documents for the purchase and payment of the foreign exchange.

After the foundation of the overseas enterprise as invested by the investor, the remaining part of the preliminary capital may be
transferred directly into the account of the overseas enterprise. In case that the remaining capital needs to be transferred, the
investor shall, within 7 days after the foundation of the overseas enterprises, transfer it into the account of the overseas enterprise
(in case there is already a special overseas account, the special overseas account shall be closed simultaneously), and shall, within
20 days after the foundation of the enterprise, report to the former Experimental Branches approving the remitted capital on the
use of the preliminary capital, the transfer of the remaining capital, and the opening and closing of the special overseas accounts
which shall be kept in record.

In case that the overseas enterprise invested fails to be founded due to the failure of the preparing work or the failure in purchasing
the equity, the investors shall, within 7 days after making decisions on terminating the investment, transfer the remaining preliminary
capital to China (where there is already a special overseas account, the special overseas account shall be closed simultaneously),
and shall, within 20 days after making decisions on terminating the investment, report to the Experimental Branches that originally
approved the remitted capitals on the use of the prophase capital, the transfer of the remaining capital, as well as the opening
and closing of the special overseas account, which shall be kept in records.

III.

In the case that an investor makes overseas investment, it shall, in addition to submitting the relevant documents according to the
provisions of the Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Simplifying the Examination
on the Source of Foreign Exchange for Overseas Investment (No. 43 [2003] of the State Administration of Foreign Exchange), submit
to the foreign exchange administration at the place where it is located such certification documents as the statements of assets
and capitals or equity to be purchased, the purchase agreement, the evaluation report of the intermediary agencies on the objects
to be purchased, etc. In case an investor adds capitals to the overseas enterprise that has been established, the investor shall
submit to the foreign exchange administration at the place where it is located the documents in accordance with the regulations,
such as the official or written reply for the foundation of an overseas enterprise, the opinions of the foreign exchange administration
on the examination of the capital sources in the foundation of the overseas enterprises, the documents of approval for the remittance
of the foreign exchange, the certificate of registration on foreign exchange for the foreign investment , and the certificate of
registration on the overseas enterprise, as well as the business license thereof, etc.

IV.

In the case that a project has been established overseas but the formalities on foreign exchange of which fail to be carried out,
the investors shall before May 31, 2004, by virtue of the documents as follows, apply for making a makeup foreign exchange registration
of the foreign investment at the foreign exchange administration where it is located:

A written application (including an introduction of the history of the project and the capital sources, etc);

The official and written reply of the department of foreign investment on the project, and the certificate of approval or the confirmation
letter;

The registration certificate and the business license of the overseas enterprise;

The Articles of Association of the overseas enterprise and the contract thereof;

The composition of the board of directors of the overseas enterprises and the name lists thereof;

The statement on the opening of the accounts of the overseas enterprises (including the opening bank and the account number, etc);

The balance sheet of the overseas enterprise during the past year; and

Other documents that are required by the foreign exchange administration depending on the circumstances.

The foreign exchange administration shall, after receiving a complete set of the documents mentioned above and finding no mistakes
after examination, carry out the makeup registration on the overseas investment for the investors within 15 working days, and the
“Certificate of Registration on Foreign Exchange for Overseas Investment” shall be issued. In the case that an investor has submitted
an application for making up the registration of an overseas investment project, but fails to provide the documents listed in item
2 of the preceding paragraph, the foreign exchange administration shall firstly keep the relevant information on the overseas investment
project in records, and shall not issue the “Certificate of Registration on Foreign Exchange for Overseas Investment” until a confirmation
letter has been issued by the department of the overseas investment.

Each of the branches shall, within the first ten office days of each month, reports to the department of the capital project administration
under the State Administration of Foreign Exchange the new “Statistical Statement for the Foreign Exchange Business of the Overseas
Investment” (See Attachment II), and the “Statistical Statement for the Experiment on Overseas Investment” reported by the Experimental
Branches before shall no longer be submitted.

The present Circular shall go into effect on November 1, 2003. Any problem that may be encountered in its implementation, please feed
back to the department of capital project administration under State Administration of Foreign Exchange.

Attachment:

I. Operating Rules for Remittance of the Preliminary Capital of the Foreign Investment (Omitted)

II. Statistical Statement for Foreign Exchange Business of the Foreign Investment (Omitted)

State Administration of Foreign Exchange
2003-10-15

ADMINISTRATIVE MEASURES OF THE MINISTRY OF COMMERCE, THE GENERAL ADMINISTRATION OF CUSTOMS, THE STATE ADMINISTRATION OF TAXATION, AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE FOR THE ESTABLISHMENT OF FOREIGN FUNDED EXPORT PROCUREMENT CENTERS

Ministry of Commerce, General Administration of Customs, State Administration of Taxation, State Administration of Foreign Exchange

Order of the Ministry of Commerce, the General Administration of Customs, the State Administration of Taxation, and the State Administration
of Foreign Exchange

No. 3

The “Administrative Measures for the Establishment of Foreign Funded Export Procurement Centers”, which were examined and passed at
the 5th executive meeting of the Ministry of Commerce of the People’s Republic of China on September 29, 2003, are hereby promulgated
and shall come into force after 30 days as of the date of promulgation.

Minister of Commerce, Lv Fuyuan

Director General of the General Administration of Customs, Mu Xinsheng

Director General of the State Administration of Taxation, Xie Xuren

Director General of State Administration of Foreign Exchange, Guo Shuqing

November 17, 2003

Administrative Measures of the Ministry of Commerce, the General Administration of Customs, the State Administration of Taxation,
and the State Administration of Foreign Exchange for the Establishment of Foreign Funded Export Procurement Centers

Article 1

The present Measures are developed in the light with the laws and regulations of the People’s Republic of China on overseas investments
and foreign trade administration in order to further facilitate the expansion of foreign trade, to enhance the opening to the outside
world and to attract overseas investments. Foreign investors who invest to establish foreign-funded export procurement centers in
China shall abide by the present Measures.

Article 2

A foreign-funded export procurement center mentioned in the present Measures refers to a foreign-funded enterprise engaging in export
procurement, which is established by a foreign investor in China either in the form of a wholly owned enterprise or a joint venture
with a Chinese investor. The export procurement center shall be a limited liability company.

Article 3

A foreign investor who applies to establish a foreign-funded export procurement center shall have a transnational sales network and
the capacity of export procurement.

The Chinese investor who engaged in a joint venture foreign-funded export procurement center shall have good credit standing, and
necessary economic strength for the establishment of the procurement center.

Article 4

The registered capital of a foreign-funded export procurement center shall be no less than 30 million Yuan (RMB). Chinese and foreign
investors shall contribute their investments according to the relevant existing regulations.

Article 5

A foreign investor may invest to establish an export procurement center in the name of the investment company it has established in
China.

Article 6

Those who intends to establish a foreign-funded export procurement center shall submit the following documents to the Ministry of
Commerce for approval, before which they have to undergo preliminary examination and get permission from the competent authority
of commerce of the province, autonomous region, municipality directly under the jurisdiction of the Central Government, or city directly
under state planning where the foreign-funded export procurement center is to be established:

(1)

The application;

(2)

Registration document (photocopy) of each investor, the proof documents of their legal representative (photocopy), and the proof documents
of qualifications;

(3)

The feasibility study report, and the articles of association (For a joint venture export procurement center, the joint venture contract
shall be submitted at the same time);

(4)

A name list of the board of directors and their resumes;

(5)

A notice on pre-approval of the enterprise’s name, which was issued by the administration for industry and commerce.

The Ministry of Commerce shall, within 30 working days after all the application documents are received, make a written official reply
on whether the application will be approved.

Article 7

A foreign-funded export procurement center may operate businesses as follows:

(1)

Procuring domestic goods for export, and providing warehousing, information consulting and providing technical services related to
export;

(2)

Importing raw and auxiliary materials, and entrusting other enterprises to carry out processing and re-export;

(3)

Importing and procuring samples which are essential in export. The quantity and the value of the imported samples should comply with
the relevant regulations of the customs on import of samples.

Article 8

As for the export commodities under the state’s quota or permit administration, the quota or permit must be applied for and obtained
in the light with the relevant regulations of the state. The commodities under bid invitation administration of the state upon quota
must, prior to the procurement or export, be subject to bid invitation of commodities for export according to the relevant regulations
on bid invitation of commodities for export.

Article 9

A foreign-funded export procurement center shall abide by the existing regulations administration of foreign exchanges when it opens
a foreign exchange account or makes collections or payments of foreign exchanges,.

Article 10

The tax refund of a foreign-funded export procurement center which is located out of a bonded zone shall refer to the relevant regulations
for overseas investment companies to export domestic products. A foreign-funded export procurement center located within a bonded
zone shall apply for tax refund according to the relevant existing provisions for intra-bonded zone enterprises to export products.

Article 11

A foreign-funded export procurement center shall run the business of import, processing and re-export by referring to the relevant
regulations concerning the same kind of business operated by joint venture companies engaged in foreign trade. In this case, all
products must be exported, and shall generally not be sold in domestic market. In the case that the goods are unable to be exported
and need to be sold in domestic market under any particular circumstance, the said center shall go through the procedures for transforming
export into domestic sale according to the related regulations on processing trade, submit related documents to the local department
of commerce at the provincial level for approval and issuance of approval document for domestic sale; and shall meanwhile, report
to the Ministry of Commerce for archival purposes. In the case that an import permit is involved, the said center shall apply for
the import permit according to the regulations; If the import permit needs to be submitted to the Ministry of Commerce for verification
and approval, the procedures shall be carried out in the accordance with the existing provisions.

The customs shall be in charge of the matters of domestic sale with duties duly paid and release upon verification involving the above
mentioned domestically sold products upon strength of the corresponding approval document for domestic sale and the effective import
permit.

Article 12

Unless otherwise prescribed, the investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and
Taiwan Region who intend to invest to establish export procurement centers in other regions of China may refer to the present Measures.

Article 13

The authority to interpret the present Measures shall remain with the Ministry of Commerce, the General Administration of Customs,
the State Administration of Taxation, and the State Administration of Foreign Exchange.

Article 14

The present Measures shall go into effect after 30 days as of the date of promulgation.

Ministry of Commerce, General Administration of Customs, State Administration of Taxation, State Administration of
Foreign Exchange
2003-11-17

123...22 Page 2 of 22

Constitution

The basic law

Concluding and Transitional Provisions

SPECIAL PROVISIONS OF THE STATE COUNCIL CONCERNING THE FLOATATION AND LISTING ABROAD OF STOCKS BY LIMITED STOCK COMPANIES

CIRCULAR ON TRANSMITTING THE CIRCULAR OF THE STATE DEVELOPMENT PLANNING COMMISSION AND THE MINISTRY OF FINANCE ON RE-VERIFICATION OF THE CHARGING CRITERIA OF REGULATORY FEES OF THE SECURITIES MARKET AND THE RELEVANT ISSUES

INTERIM PROVISIONS ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS

IMPLEMENTATION MEASURES OF THE MINISTRY OF CONSTRUCTION ON QUALIFICATION ADMINISTRATION IN THE ADMINISTRATIVE PROVISIONS ON ENTERPRISE MANAGEMENT OF CONSTRUCTION ENTERPRISES WITH FOREIGN INVESTMENT

CIRCULAR ON THE ISSUES RELATING TO THE CONDITIONS FOR THE LISTING AND TRANSACTION OF THE STOCKS OF TAKEN-OVER COMPANIES INVOLVED IN TENDER OFFER

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE TAXATION SCOPE AFTER REFORM OF THE SHARING SYSTEM OF INCOME TAX REVENUES

MEASURES FOR IMPLEMENTATION OF THE ADMINISTRATIVE PUNISHMENT FOR COPYRIGHT INFRINGEMENT

IMPLEMENTATION RULES FOR THE MEASURES FOR THE ADMINISTRATION OF VERIFICATION AND WRITING-OFF OF EXPORT PROCEEDS IN FOREIGN EXCHANGE

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ISSUES CONCERNING DEEPENING THE REFORM OF FOREIGN EXCHANGE ADMINISTRATION ON FOREIGN INVESTMENT

ADMINISTRATIVE MEASURES OF THE MINISTRY OF COMMERCE, THE GENERAL ADMINISTRATION OF CUSTOMS, THE STATE ADMINISTRATION OF TAXATION, AND THE STATE ADMINISTRATION OF FOREIGN EXCHANGE FOR THE ESTABLISHMENT OF FOREIGN FUNDED EXPORT PROCUREMENT CENTERS

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7