CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE ENTERPRISE INCOME TAX PAID BY FOREIGN-INVESTED BUSINESS STARTING INVESTMENT COMPANIES

The State Administration of Taxation

Circular of the State Administration of Taxation Concerning the Enterprise Income Tax paid by Foreign-Invested Business Starting Investment
Companies

GuoShuiFa [2003] No. 61

June 4, 2003

State taxation bureaus and local taxation bureaus of provinces, autonomous regions, municipalities directly under the Central Government
and municipalities separately listed on the State plan:

In order to encourage foreign companies, enterprises, other economic organizations or individuals (hereinafter referred to as foreign
investors) to take up business starting investment in China, the Ministry of Foreign Trade and Economic Cooperation, the Ministry
of Science and Technology, the State Administration for Industry and Commerce, the State Administration of Taxation and the State
Administration of Foreign Exchange jointly promulgated the Provisions on Administration of Foreign-Invested Business Starting Investment
Enterprises (2003 No. 2 Decree, hereinafter referred to as Administration Provisions) in January of 2003. Concerning the issues related
to enterprise income tax of foreign-invested business starting investment enterprises (hereinafter referred to as FIBSIE), it is
hereby clarified as follows in compliance with the Income Tax Law of the People’s Republic of China for Enterprises with Foreign
Investment and Foreign Enterprises (hereinafter referred to as Tax Law) and its rules for the implementation.

According to the relevant provisions, the FIBSIE engaged in stock equity investment and transfer and providing business starting investment
management service and consultative service to enterprises do not belong to productive enterprises stipulated by Article 72 of Tax
Law and cannot enjoy the preferential tax treatment stipulated by Tax Law to productive enterprises with foreign investment.

II.

The FIBSIE organized as a legal entity should declare and pay enterprise income tax with FIBSIE as one taxpayer according to Tax Law.

III.

The FIBSIE not organized as a legal entity may declare and pay enterprise income tax by different investors respectively according
to Article 7 of detailed rules of Tax Law; or it may declare and pay enterprise income tax as a whole according to Tax Law after
its application is approved by local tax organs.

If the FIBSIEs, which are not organized as a legal entity, declare and pay enterprise income tax by investors respectively, foreign
investors should calculate and pay enterprise income tax as foreign companies establishing agencies or offices in China. But for
those FIBSIEs without a legal entity, which do not establish business starting investment management agencies and do not take up
business starting investment management and consultation directly, but authorize one business starting investment management enterprise
or another FIBSIE to manage and operate, foreign investors could declare and pay enterprise income tax as foreign enterprises not
establishing agencies and offices in China.

IV.

The FIBSIE, this circular mentioned, refers to enterprises with foreign investment that are approved by legal procedure and engaged
in business starting investment according to the requirement and conditions of Administration Regulations. The names of the enterprises
should include the characters of business starting investment.

This circular shall enter into force as of March 1, 2003.

The State Administration of Taxation
2003-06-04

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGES ON ISSUES RELATING TO ADMINISTRATION OF VERIFICATION AND SALES OF COLLECTION OF FOREIGN EXCHANGES UNDER EXPORT FACTORING SERVICES

The State Administration of Foreign Exchanges

Circular of State Administration of Foreign Exchanges on Issues Relating to Administration of Verification and Sales of Collection
of Foreign exchanges Under Export Factoring Services

HuiFa [2003] No.79

July 1, 2003

The branches and the departments of foreign exchange administration (hereinafter referred to as departments) of the State Administration
of Foreign Exchange (SAFE) in the provinces, autonomous regions, and municipalities directly under the Central Government, and the
branches in Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo, as well as banks designated to foreign exchange services:

In order to standardize the verification and sales of foreign exchanges under export factoring, support the development of foreign
trade, and encourage banking innovation, here is to notify you of the matters relating to the verification and sales of foreign exchanges
under export factoring as follows:

The export factoring services herein (export factoring) refer to comprehensive settlement and financing services of minimum two items
of receivable management and credit risk control, collection services, bad account guarantee and trade financing provided by designated
banks of foreign exchanges (merchants of export factoring) for the short-term credit sales of export units (exporters).

Under export factoring, if the merchant of export factoring has not provided the exporters with financing services or provided financing
services with recourse, the merchant of export factoring shall handle with the formalities for settlement or entry of foreign exchanges
and issue to the exporters the duplicate for verification and sales of foreign exchanges from export according to the relevant provisions
upon collection of the commodity prices from outside China.

Under export factoring, if the merchant of export factoring has provided the exporters with financing services without recourse, the
merchant of export factoring may provide the exporters with the financed fund and shall issue to the exporters the duplicate for
verification and sales of foreign exchanges from export based on the financed amount according to the relevant provisions upon handling
with the formalities for settlement and entry of the financed amount, thus formulating the special code for verification and sales
of foreign exchanges on the special duplicate (for detailed formulating code, please refer to the Circular of the State Administration
of Foreign Exchanges on the Issues Relating to the Management of the Special Duplicate for Verification and Sales of Foreign Exchanges
from Export (HuiFa [2003] No. 11). At the same time, the Special Duplicate for Verification and Sales of Foreign Exchanges from Export
shall be indicated as “export factoring financing services”.

Upon the collection of the commodity prices by the merchant of export factoring from outside China on behalf of the exporter, the
merchant of export factoring will deduct the financed fund and the interests and issue the special duplicate for verification and
sales of foreign exchanges of export for the balance. Meanwhile, the Special Duplicate for Verification and Sales of Foreign Exchanges
from Export shall be indicated as “balance from export factoring”, the relevant expenses under the item of factoring, the financing
interests, the code of submission of foreign-related incomes, and the original special code for verification and sale of foreign
exchanges of exports.

Upon the collection of the commodity prices by the merchant of export factoring from outside China on behalf of the exporter, the
merchant of export factoring and the exporter shall handle with the submission for statistics of international payment according
to Article 28 and the relevant provisions of the Procedures for business Operation of Submission for Statistics of International
Payment Through Financial Institutions.

Under the export factoring, the exporter shall handle with the formalities for verification and sales of foreign exchanges of export
with the branches and sub-branches of the state administration of foreign exchanges (hereinafter referred to as the administration
of foreign exchanges) against the export factoring contract and the specified vouchers of verification and sales within the time
specified according to the Measures for the Management of Verification and Sales of Foreign Exchanges of Export and the Implementation
Rules and the relevant provisions.

When handling with the formalities for the verification and sales of foreign exchanges of export under export factoring for an exporter,
if the difference between the collection of foreign exchanges and the total transaction price indicated on the Customs declaration
bill for export commodities exceeds USD500 (inclusive), the administration of foreign exchanges may handle with the verification
and sales of the difference based on the factoring fees indicated on the factoring contract and the special duplicate for verification
and sales of foreign exchanges o0f export, and issue the exporter the special duplicate for tax refund of the bill of verification
and sales of foreign exchanges of export.

In case the merchant of export factoring fails to collect the foreign exchanges from outside china due to the disputes over the trade
parties to the trade when the merchant of export factoring provides the exporter with the financing services without recourse, the
merchant of export factoring shall notify the exporter when deducing the amount, and within ten business days upon receipt of such
notice, the exporter shall provide the merchant of export factoring with the Certificate on Set-off of Verification and Sales of
Foreign Exchanges of Export issued by the administration of foreign exchanges. In case the exporter fails to provide such certificate,
the merchant of export factoring shall send a written report to the administration of foreign exchanges, and shall not issue for
such enterprise any special duplicate for verification and sales of foreign exchanges under export factoring in the future.

Under export factoring, when providing the exporter with financing services or in case of losses from the operation of export factoring
services, the merchant of export factoring shall make use of its own fund of foreign exchanges or against its operation capital,
and shall not buy foreign exchanges at its own discretion or set off any amount with the capital settled by the clients.

In case of insufficient capital of foreign exchange or operation capital of foreign exchanges, the merchant of export factoring may
make up for them by applying for purchase of foreign exchanges with the administration of foreign exchanges according to the relevant
provisions.

The merchant of export factoring shall set up the ledger for registration of each item of export factoring services undertaken for
check and review by the administration of foreign exchanges.

The Circular will come into force as of the date of its promulgation.

Upon receipt of the Circular, the branches shall distribute them to their subordinate sub-branches and banks designated to foreign
exchange services (inclusive of foreign-invested banks) as soon as possible, and Chinese-invested banks designated to foreign exchange
services shall distribute them to their subordinate branches and sub-branches. In case of any problems in execution, please immediately
feedback to the Management Department of Current Accounts of the State Administration of Foreign Exchanges.

The State Administration of Foreign Exchanges
2003-07-01

ADMINISTRATIVE LICENSE LAW OF THE PEOPLE’S REPUBLIC OF CHINA

The Standing Committee of the National People’s Congress

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

No. 7

The Administrative License Law of the People’s Republic of China has been adopted at the 4th session of the Standing Committee of
the 10th National People’s Congress of the People’s Republic of China on August 27, 2003. It is hereby promulgated and shall come
into force as of July 1, 2004.

Hu Jingtao, President of the People’s Republic of China

August 27, 2003

Administrative License Law of the People’s Republic of China ContentsChapter I General Provisions

Chapter II Establishment of an Administrative License

Chapter III Executive Organ for Administrative License

Chapter IV Procedures for Administrative License

Section 1 Application and Acceptance

Section 2 Examination and Decision

Section 3 Time Limit

Section 4 Hearing

Section 5 Modification and Extension

Section 6 Special Provisions

Chapter V Expenses of Administrative License

Chapter VI Supervision and Check

Chapter VII Legal Liabilities

Chapter VIII Supplementary Provisions

Chapter I General Provisions

Article 1

In order to regulate the establishment and implementation of administrative licenses, to protect the legitimate rights and interests
of citizens, legal persons and other organizations, to safeguard public interests and social order, to ensure and supervise the effective
implementation of administrative management, the Law is formulated in accordance with the Constitution.

Article 2

The term “administrative licenses” as mentioned in the Law refers to the acts that the administrative organs permit, upon examination
according to law, the citizens, legal persons or other organization to engage in special activities according to their applications.

Article 3

The Law shall be applicable to the establishment and implementation of administrative licenses.

The Law shall not be applicable to the examination and approval of such matters as personnel, finance and foreign affairs of relevant
administrative organs to other organs or public institutions directly under their administration.

Article 4

The establishment and implementation of an administrative license shall tally with legal authority, scope, conditions and procedures.

Article 5

The principle of publicity, fairness and impartiality shall be abided by in the establishment and implementation of an administrative
license.

The relevant regulations on an administrative license shall be announced to the public; those undisclosed shall not be the basis for
the implementation of the administrative license. The implementation of the administrative license and the results thereof, except
for those that concern the state secrets, commercial secrets or individual privacy, shall be disclosed.

The applicants who meet the legal conditions and standards are enpost_titled to obtain the equal right under an administrative license,
the administrative organs shall not discriminate against any of them.

Article 6

In the implementation of administrative license, the principle of facilitating people shall be abided by so as to enhance the efficiency
and to render quality services.

Article 7

With regard to an administrative organ’s implementation of an administrative license, the citizens, legal person or other institutions
shall be enpost_titled to make statements, to defend themselves, to apply for administrative reconsideration or to file an administrative
lawsuit in accordance with the law. Where any of their legal rights and interests is impaired because of the administrative organs’
unlawful implementation of the administrative license, it shall be enpost_titled to demand compensation in accordance with the law.

Article 8

The administrative license obtained by a citizen, a legal person or any of other organizations in accordance with the law shall be
protected by law. The administrative organs shall not change an effective administrative license without permission.

Where any of the laws, regulations and rules that the administrative license is based on is amended or abolished, or the objective
circumstances that the administrative license rests on change greatly, in order to meet the demand of public interests, the administrative
organ may modify or withdraw the effective administrative license. The damages caused to the properties of citizens, legal person
or other institutions accordingly shall be compensated for by the administrative organ in accordance with the law.

Article 9

An administrative license obtained in accordance with the law shall not be transferred except for those that may be transferred in
light of the legal conditions and procedures of the laws and regulations.

Article 10

The people’s governments above the county level shall establish and perfect the supervisory system for the administrative licenses
implemented by administrative organs, shall strengthen the supervision and examination over the administrative licenses implemented
by administrative organs.

The administrative organs shall effectively supervise the activities of the citizens, legal persons or other institutions concerning
the matters under administrative license.

Chapter II The Establishment of an Administrative License

Article 11

The establishment of an administrative license shall be in line with the rule of economic and social development, shall be propitious
to the full play of the enthusiasm and initiative of the citizens, legal persons or other institutions, safeguard the public interests
and social order, promote the harmonious development of the economy, society and ecological environment.

Article 12

An administrative license may be established for any of the following matters:

(1)

The special activities that directly bear on the state security, public security, macro-economic control, ecological environment protection,
and those directly relate to the human health, safety of life and property, which shall be approved according to the legal requirements;

(2)

The development and utilization of the limited natural resources, allocation of public resources and the market entry of the special
trades that directly concern public interests, which shall be enpost_titled with special rights;

(3)

The vocations and trades that provide public services and directly relate to the public interests, which need qualification of special
credit, conditions or skills;

(4)

The important equipment, facilities, products, articles that directly concern public security, human health, the safety of life and
property, which shall be examined and approved by means of inspection, testing, and quarantine according to the technical standards
or criterions;

(5)

The establishment of the enterprises or other institutions, which need to determine the subject qualification;

(6)

Other matters, for which administrative licenses may be established in accordance with the laws and regulations.

Article 13

For the matters listed in Article 12 of the Law, which may be regulated through the following methods, the administrative licenses
aren’t required to be established:

(1)

Those can be decided by the citizens, legal person or other institutions themselves;

(2)

Those can be effectively regulated by the market competition mechanism;

(3)

Those may be subject to the self-discipline management of the trade organizations or intermediary institutions;

(4)

The matters that can be solved by the administrative organs by means of supervision afterwards or through other administrative methods.

Article 14

As to the matters listed in Article 12 of the Law, administrative licenses may be established by means of law. Where there is no
governing law, administrative licenses may be established by means of administrative regulations.

Where necessary, the State Council may adopt the form of releasing decisions to establish administrative licenses. After implementation,
except for the matters under temporary administrative licenses, the State Council shall timely propose to the National People’s Congress
and its Standing Committee to formulate laws, or formulate administrative regulations by itself.

Article 15

If there is no governing law or administrative regulation yet, an administrative license may be established by means of local regulations
for any of the matters listed in Article 12 of the Law; if there is no governing law, administrative regulation and local regulation
yet, but it is really necessary to establish an administrative license to conduct administrative management immediately, an temporary
administrative license may be established by means of a regulation of the people’s government of a province, autonomous region or
municipality directly under the Central Government. If it is necessary to keep on implementing the administrative license after a
year, the people’s congress and its standing committee of the same level shall be proposed to formulate a local regulation.

No local regulation or government rule of the provinces, autonomous regions and municipalities directly under the Central Government
may establish any administrative license for the qualifications of the citizens, legal persons or other institutions that shall be
determined by the state; no administrative license and pre-administrative license may be established for the establishment and registration
of enterprises or other institutions. The administrative licenses established thereby shall not hinder the individuals or enterprises
of other regions from dealing in production and business and providing services in one region, shall not restrict the commodities
of other regions from entering into the market of the local region.

Article 16

An administrative regulation may have specific requirements for the implementation of an administrative license within the scope of
the matters prescribed by a statutory administrative license.

A local regulation may, within the scope of the matters of administrative license established by the laws and administrative regulations,
make specific requirements for the implementation of the administrative license.

The regulation may make specific requirements for the implementation of the administrative license within the scope of the matters
established by the upper law.

The regulations and rules shall not make specific requirements for the implementation of the administrative license set down by the
upper law, shall not increase administrative license; for the specific conditions of administrative license, they shall not establish
any other condition in violation of the upper law.

Article 17

Except for Articles 14 and 15 of the Law, no administrative license shall be set in any other regulatory document.

Article 18

In the establishment of an administrative license, the implementing organ, conditions, procedures and time limit shall be specified.

Article 19

Where an administrative license is to be established by means of drafting a law, a regulation or a regulation of the people’s government
of a province, autonomous region or municipality directly under the Central Government, the drafting entity shall consult the opinions
through hearing and argumentation, etc., and shall give explanations to the law (regulation) making organ about the necessity to
establish the administrative license, the potential effects on the economy and society and the opinions heard and adopted.

Article 20

The establishment organ of the administrative license shall periodically evaluate the administrative license it set. If it considers
that an already established administrative license can be solved through any of the methods listed in Article 13 of the Law, it
shall modify the requirements for the establishment of the administrative license or abolish it in time.

The executive organ of an administrative license shall evaluate the information of the implementation of the administrative license
and necessity of its existence, and shall report the relevant opinions to the establishing organ of the administrative license.

The citizens, legal person or other institutions may put forward opinions and suggestions to the establishment organ and executive
organ about the establishment and implementation of the administrative license.

Article 21

Where any of the people’s governments of the people’s governments of the provinces, autonomous regions and municipalities directly
under the Central Government considers an administrative license on economic affairs, which is established by means of administrative
regulation, can be solved through any of the methods listed in Article 13 of the Law according to the economic and social development
of this administrative area, it may stop implementing the administrative license within the administrative area upon reporting to
and obtaining the approval of the State Council.

Chapter III Executive Organ for Administrative License

Article 22

An administrative license shall be implemented by the empowered administrative organ within its statutory functions.

Article 23

The organization with a function of managing public affairs under the authorization of a law or regulation shall, within the authorized
scope, implement the administrative license in its own name. The provisions concerning the administrative organ in the Law shall
be applicable to the empowered organizations.

Article 24

An administrative organ may, within its statutory functions, authorize other administrative organs to implement the administrative
license in light of the laws, regulations and rules. The authorizing organ shall announce to the public the authorized administrative
organs and the authorized particulars of the administrative license.

The authorizing administrative organ shall be responsible for supervising the implementation of the administrative license by the
authorized administrative organs, and shall bear the legal liabilities for the consequences of implementation.

An authorized administrative organ shall, within the authorized scope, implement the administrative license in the name of the authorizing
administrative organ; it shall not authorize any other organization or individual to implement the administrative license.

Article 25

Upon approval of the State Council, the people’s governments of the provinces, autonomous regions and municipalities may decide one
administrative organ to exercise the power of administrative license of the relevant administrative organs according to the principle
of simplification, unification and efficiency.

Article 26

Where it is necessary to handle the administrative license through several interior institutions of the administrative organ, this
administrative organ shall determine one institution to accept all the applications for the administrative license and serve all
the decisions about the administrative license.

Where the administrative license is implemented separately by at least two departments of the local people’s government in accordance
with the law, the people’s government of the same level shall determine one department to accept the applications for administrative
license and inform the relevant departments of them, and handle these applications after the relevant departments have put forward
their own opinions, organize the relevant departments to handle the applications jointly and intensively.

Article 27

When implementing the administrative license, the administrative organ may not require any applicant to buy the designated commodities
and to accept paid services or have other unreasonable requests.

In handling an administrative license, the functionaries of the administrative organ may not exert any property from or accept any
property of the applicants, neither may they seek for any other interests.

Article 28

The inspection, testing, and quarantine of the important equipment, facilities, products, articles that directly concern public security,
human health, the safety of life and property shall be gradually organized and implemented by the professional technical organizations
that meet the statutory requirements. The professional technical organizations and the functionaries shall bear the legal liabilities
for the conclusions they reach.

Chapter IV Procedures for the Administrative License

Section 1 Application and Acceptance

Article 29

Where a citizen, legal person or any of other institutions has to obtain an administrative license prior to dealing in a special activity,
it shall file an application with the administrative organ. Where a standard application is required, the administrative organ shall
provide the applicants with standard administrative license application. The application shall not contain any content that has no
direct relationship with the licensing matters applied for.

An applicant may entrust an agent to file the application for administrative license, however, with the exception that the applicant
shall file the application for administrative license in the office of the administrative organ.

An application for administrative license may be filed by means of letter, telegraph, telex, fax, electronic data interchange and
email.

Article 30

An administrative organ shall display the licensing matters, basis, conditions, quantity, procedures and time limit as provided for
in the laws, regulations and rules, the catalogue of the complete set of materials that shall be submitted and the exemplary application
in its office place.

Where an applicant asks the administrative organ to account for or to give explanations about the displayed contents, the administrative
organ shall do so to provide exact and liable information for it.

Article 31

When applying for administrative license, an applicant shall faithfully submit relevant materials to the administrative organ, report
the actual information, and shall be liable for the authenticity of the substantial contents of the application materials. The administrative
organ may not ask the applicant to submit technical materials and other materials that have nothing to do with the matters under
the administrative license

Article 32

The administrative organ shall handle the applications for administrative license differently according to the following circumstances:

(1)

For the matter applied for that are not subject to administrative license in accordance with the law, it shall inform the applicant
of the rejection immediately;

(2)

If the matter applied for isn’t within the functions of the administrative organ, it shall make a decision of rejection immediately
and shall inform the applicant to file an application for it with the relevant administrative organ;

(3)

Where the errors in the application materials can be corrected on the spot, the applicant shall be permitted to correct them on the
spot;

(4)

Where the application materials are incomplete or inconsistent with the statutory form, it shall inform the applicant on the spot
or inform it of all the items that need to be supplemented or corrected within 5 days; if it fails to do so within the time limit,
the day when the application materials are accepted shall be considered as the acceptance day;

(5)

Where the matter applied for falls within the functions of the administrative organ and application materials are complete and in
consistency with the statutory form, or the applicant has supplemented and corrected all the items as required, the application for
administrative license shall be accepted.

When accepting or rejecting an application for administrative license, the administrative organ shall issue a written proof with the
special seal of the administrative organ and the clear indication of date.

Article 33

An administrative organ shall establish and perfect the relevant systems, shall promote electronic administration by government, shall
announce matters under administrative license on the website of the administrative organ, facilitate the applicants to file for administrative
license by means of data messages. It shall share the information concerning the administrative license with other administrative
organs so as to increase efficiency.

Section 2 Examination and Decision

Article 34

Administrative organs shall examine the application materials submitted by the applicants.

Where the application materials are complete and tally with the statutory form, the administrative shall make a written decision about
the administrative license on the spot if it is able to do so.

Where it is necessary to further verify the substantial contents of the applications in accordance with the statutory conditions and
procedures, the administrative organ shall designate at least 2 personnel to conduct verifications.

Article 35

In accordance with law, where an administrative license is subject to the examination of the lower administrative organ before it
is reported and submitted to the upper administrative organ for decision, the lower administrative organ shall directly submit the
preliminary examination opinions and the complete set of application materials to the upper administrative organ within the statutory
time limit. The upper administrative organ shall not require the applicant to provide the application materials again.

Article 36

When examining the applications for administrative license, if the administrative organ finds that any party has important direct
interests to the matters under the administrative license, it shall inform the interested party. The applicant and the interested
party shall be enpost_titled to make a statement and defense. The administrative organ shall listen to the opinions of the applicant and
the interested party.

Article 37

After the administrative organ has examined the application for administrative license, it shall make a decision about the administrative
license in light of the prescribed procedures within the statutory time limit, unless the decision on the administrative license
shall be made on the spot.

Article 38

Where an applicant meets the statutory requirements and standards, the administrative organ shall make a written decision about the
approval of the administrative license.

Where the administrative organ makes a decision about the disapproval of the administrative license in accordance with the law, it
shall give explanations to and inform the applicant that it is enpost_titled to apply for administrative reconsideration or to file an
administrative lawsuit.

Article 39

For an administrative organ that makes a decision about the approval of the administrative license, it shall issue one of the following
certificates for administrative license with the seal of this administrative organ:

(1)

Permit, license or other kinds of licensing certificates;

(2)

Qualification certificate or other qualification certificates;

(3)

Documents of approval of the administrative organ or evidential documents;

(4)

Other certificates for administrative license as provided for in the laws and regulations.

Where an administrative organ conducts inspection, testing, or quarantine, it may stamp a label on or affix a seal of inspection,
testing or quarantine to the qualified equipment, facilities, products and articles.

Article 40

Administrative organs shall give publicity to the decisions about the approval of the administrative license, which the general public
are enpost_titled to consult.

Article 41

For an administrative license set down by laws and regulations, if there is no regional limit on its application scope, the administrative
license obtained by an applicant shall be of nationwide validity.

Section 3 Time Limit

Article 42

An administrative organ shall make a decision on the administrative license within 20 days from the day when it accepts such an application
unless it can make a decision on the spot. If it can’t make a decision within 20 days, it may extend for 10 days upon the approval
of the person in charge of this administrative organ, and shall give explanations about the extension to the applicant. However,
if it is otherwise provided for in any law and regulation, the latter shall prevail.

In accordance with Article 26 of the Law, where an administrative license is handled uniformly or jointly or collectively, the period
shall not exceed 45 days; if it cannot be completed within 45 days, it may, upon the approval of the people’s government of the same
level, be extended for 15 days, and the applicant shall be notified of the reason for extension.

Article 43

For an administrative license that is subject to the examination of a lower administrative organ before it is reported and submitted
to an upper administrative organ, the lower administrative organ shall complete the examination within 20 days from the day when
the application for administrative license is accepted. But, if it is otherwise provided for in the laws and regulations, the latter
shall prevail.

Article 44

If an administrative organ makes a decision of administrative license, it shall issue and serve the applicant the certificate of administrative
license, or stamp a label, affix a seal of inspection, testing or quarantine, within 10 days from the day when such a decision is
made.

Article 45

In accordance with the law, where an administrative organ needs hearing, bid invitation, auction, inspection, testing, quarantine
or expert evaluation, the required time shall not be included in the time limit specified in this Section.

Section 4 Hearing

Article 46

For a hearing as provided for the implementation of administrative license in any law, regulation or rule, or for any other licensing
matters of great importance to the public interests that the administrative organ considers it necessary to hold a hearing, the administrative
organ shall announce it to the public and hold a hearing.

Article 47

Where an administrative license is of direct significance to the interests of the applicant or others, before the administrative organ
makes a decision about the administrative license, it shall inform the applicant or the interested party of the right to request
for a hearing. Where the applicant or interested party applies for a hearing within 5 days from the day when it is informed of such
right, the administrative organ shall organize a hearing within 20 days.

The applicant and interested party shall not pay for the expenses arising from the administrative organ’s organization of the hearing.

Article 48

The hearing shall proceed according to the following procedures:

(1)

The administrative organ shall notify the applicant and interested party of the time and place of the hearing 7 days before it is
held, and shall announce it to the public where necessary;

(2)

The hearing shall be held openly;

(3)

The administrative organ shall designate a person to host the hearing, the person shall not be from the persons who are responsible
for the examination of the application for administrative license, where the applicant or interested party considers that the host
or hostess of the hearing is of direct interest to the matters under administrative license, it shall be enpost_titled to apply for withdrawal;

(4)

While holding a hearing, the persons who are responsible for the examination of an application for administrative license shall provide
proofs, reasons for the examination opinions, the applicant and the interested party may produce evidence, defend and conduct cross-examinations;

(5)

Transcripts shall be made for a hearing. The attendees of the hearing shall sign their names on or affix their seals to the transcripts
after they have confirmed them as inerrant.

The administrative organ shall make a decision on the administrative license according to the transcripts of the hearing.

Section 5 Modification and Extension

Article 49

Where a licensee requests for modifying the matters under administrative license, it shall file an application to the administrative
organ that made the decision about the administrative license. If it meets the statutory conditions and standards, the administrative
organ shall handle the modification procedures in accordance with the law.

Article 50

Where a licensee needs to extend the valid period of an administrative license it obtained in accordance with the law, it shall file
an application with the administrative organ that made the decision about the administrative license 30 days prior to the expiry
of the valid period of this administrative license. But, if it is otherwise provided for in the laws, regulations and rules, the
latter shall prevail.

An administrative organ shall decide whether to approve the extension prior to the expiry of the valid period of this administrative
license; if it fails to make a decision within the time limit, it shall be deemed that the extension has been approved.

Section 6 Special Provisions

Article 51

The implementing procedures for the administrative license shall be governed by the pertinent provisions in this Section, if there
are any; if it isn’t provided for in this section, they shall be governed by other relevant provisions in this Chapter.

Article 52

The procedures for the State Council to implement an administrative license shall be governed by the relevant laws and administrative
regulations.

Article 53

When implementing the licensing matters listed in Article 12 (2) of the Law, the administrative organ shall make a decision by adopting
fair competitive methods, such as bid invitation and auction, etc, but if it is otherwise provided for in the laws, administrative
regulations, the latter shall prevail.

The specific procedures for the administrative organ to decide an administrative license by means of bid invitation and auction shall
be in line with the relevant laws and administrative regulations.

After the administrative organ has determined the bid winner or buyer according to the bid or auction procedures, in accordance with
the law, it shall issue a certificate for the administrative license to the bid winner or buyer.

Where an administrative organ fails to adopt the forms of bid invitation and auction in violation of the Law, or violates the procedures
for bid invitation or auction, impairing the legitimate rights and interests of the applicant, the applicant may apply for administrative
reconsideration or file an administrative lawsuit according to law.

Article 54

When implementing the licensing matters listed in Article 12 (3) of the Law, namely, holding a national examinations for the purpose
of granting the citizens any special qualification in accordance with the law, the administrative organ shall make decisions about
the administrative license according to applicants’ examination marks and other statutory requirements; when granting a special qualification
to the legal persons or other organizations, the administrative organ shall make decisions about the administrative license according
to the evaluation results in the aspects of the structure of professionals of the applicants, technical conditions, business performance
and management level. But, if it is otherwise provided for in the laws and regulations, t

RULES FOR THE IMPLEMENTATION OF TARIFF RATE QUOTA ADMINISTRATION OF THE IMPORTED WOOL AND WOOL TOPS

The Ministry of Commerce

Announcement of the Ministry of Commerce of the People’s Republic of China

No.52

Rules for the Implementation of Tariff Rate Quota Administration of the Imported Wool and Wool Tops, formulated in accordance with
the Interim Measures of Tariff Rate Quota Administration of the Imported Agricultural Products, is hereby announced.

Ministry of Commerce

September 28, 2003

Rules for the Implementation of Tariff Rate Quota Administration of the Imported Wool and Wool Tops

Article 1

These rules are formulated in accordance with the Interim Measures of Tariff Rate Quota Administration of the Imported Agricultural
Products promulgated by the Ministry of Commerce and the National Development and Reform Commission for the purpose of implementing
tariff rate quota administration of wool and wool tops import.

Article 2

The tariff rate quota of imported wool is 287000 ton in 2004.The quota of imported wool tops is 80000ton in 2004.

Article 3

All the wool and wool tops which are imported by trade shall be administrated by tariff rate quota.

Article 4

Tariff rate quotas of wool and wool tops for the year of 2004 shall be distributed by import contracts on the principle of anyone
who applies earlier getting the quota earlier. The applicants shall apply tariff rate quotas of wool and wool tops on the strength
of import contracts and other relevant materials. The organization authorized by the Ministry of Commerce shall issue Tariff Rate
Quota Certificate of the Imported Agricultural Products on the principle of anyone who applies earlier getting the quota earlier.
The application shall not be accepted when the issued certificates have reached the quantity of tariff rate quotas of wool and wool
tops for the year of 2004.

Article 5

The requirements for application:

(1)

The enterprises registered at the administrative department for industry and commerce before January 1, 2004. (Need to submit Copy
of Business License for Enterprise as legal Person.)

(2)

Having fine financial condition and good records of paying taxes.(Need to submit the relevant materials of the year of 2002 and 2003.)

(3)

No record of breaking the regulations of the customs, the administrative departments of the industry and commerce, the tax authorities
and the quality supervision departments from 2001 to 2003.

(4)

Having gone through the annual examination of 2003.

(5)

No violating the Interim Measures of Tariff Rate Quota Administration of the Imported Agricultural Products promulgated by the former
State Development Planning Commission and Rules for the Implementation of Tariff Rate Quota Administration of the Imported Wool and
Wool Tops for the year of 2003.

Article 6

Qualifications for application:

(1)

Production enterprises and traders which have got tariff rate quotas of wool and wool tops in 2003 and have import performance (hereinafter
referred to as applicants who have import performance).

(2)

Production enterprises which have no import performance in 2003 but the sale of products made from wool and wool tops is above RMB50,
000,000 Yuan and the designated wool trading enterprises published by the Ministry of Commerce (including those enterprises published
by the former Ministry of Foreign Trade and Economic Cooperation.)(Hereinafter referred to as applicants who have no import performance).

(3)

The enterprises that have got the Approval Certificate of Processing Trade Operation and engage in processing trade.

Article 7

Applicants for quotas shall make applications to the local authorized organizations where the enterprises are registered on the strength
of the import contracts of wool and wool tops on the principle of possession management. The applicant shall fill in the Application
Form for Tariff Rate Quotas of Wool and Wool tops (see Appendix), and submit the relevant materials.

Article 8

Applicants for quotas may draw the Application Form for Tariff Rate Quotas of the Imported Wool and Wool Tops from the organizations
authorized by the Ministry of Commerce or from the website of the Ministry of Commerce https://www..mofcom.gov.cn/ download and duplicate
the Application Form for Tariff Rate Quotas of Wool and Wool Tops (see Appendix).

Article 9

Applicants for quotas may make applications for several times in a Gregorian calendar year. But they shall comply with:

(1)

For applicant who has import performance, the accumulated applying quantity before September 30,2004 shall not surpass the actual
import quantity in2003 (which means returning the Tariff Rate Quota Certificate of Agricultural Products which has signed and sealed
by the customs to the department which issued the certificate). If the actual import quantity is less than 300ton it may be calculated
in 300ton.

(2)

For applicant who has no import performance, the accumulated applying quantity before September 30, 2004 shall not surpass 300ton.

Article 10

The final users of the quotas who have completely accomplished the import quantity provided by Article 9 (means returning the Tariff
Rate Quota Certificate of the Imported Agricultural Products which has signed and sealed by the customs to the department which issued
the certificate) may continue to apply for import quotas after September 30.

Article 11

After accepting and examining the applications, to those applicants who meet the provisions of Article 5 , Article 6 , Article 9
and Article 10 ,the authorized organizations shall report to the Ministry of Commerce in time through the computer web system, and
fax the examined and signed application forms to the Ministry of Commerce. The sequence of applications determined by the results
showed on the terminator of the management web system of the Ministry of Commerce.

Article 12

After receiving the applications from the website and the faxes in written form, shall notify the examination results to the authorized
organizations in 5 working days.

Article 13

After receiving the notice of approve, the authorized organizations shall issue the Tariff Rate Quota Certificate of the Imported
Agricultural Products in accordance with the quantity of the quotas approved by the Ministry of Commerce in 5 working days.

Article 14

The Tariff Rate Quota Certificate of Agricultural Products shall be valid for 6 months from the date it is issued. But the term of
validity shall not be over December 31, 2004. For the Tariff Rate Quota Certificate of the Imported Agricultural Products used for
processing trade operation, the term of validity shall not be over the end date for the finished products to re-export.

Article 15

For those goods setting out from the port of departure, and arriving in the next year, the final users shall apply for delaying to
the organizations originally issuing the certificates with the relevant certificates and documents before December 31, 2004. The
delaying shall not be over the end of June as the latest. For the enterprises engaging in processing trade operation which haven’t
completed part or all of the import, the part of the goods that hasn’t been imported yet may apply for the Tariff Rate Quota Certificate
of the Imported Agricultural Products for 2005, but the term of validity of the new quota certificate shall not be over the end date
for the finished products to re-export.

Article 16

If the processing trade operation needs to be changed and delayed, the operator shall draw a new Tariff Rate Quota Certificate of
the Imported Agricultural Products from the organization originally issuing the certificate, on the strength of the Identification
of the Change of the Approval Certificate of Processing Trade Operation and the Tariff Rate Quota Certificate of the Imported Agricultural
Products, but the term of validity shall not be over the time limit of change and delay stipulated in the Identification of the Change
of the Approval Certificate of Processing Trade Operation.

Article 17

The final user who haven’t used the tariff rate quotas in the term of validity of the quota certificate shall return the original
copy of the quota certificate to the organization originally issuing the certificate. The Ministry of Commerce shall take back the
quotas stipulated in the quota certificate, add them to the remaining sum of the tariff rate quotas and stop accepting and approving
the application of the user for the quotas in the year.

Article 18

The enterprises which get the Tariff Rate Quota Certificate of the Imported Agricultural Products on the strength of the counterfeited
contracts and materials shall be punished in accordance with the relevant provisions of the Interim Measures of Tariff Rate Quota
Administration of the Imported Agricultural Products.

Article 19

After the imported goods completes all procedures of the customs, the final user shall return the original copy of the first form
of the Tariff Rate Quota Certificate of the Imported Agricultural Products (the form of the consignee completing the procedures of
the customs) to the organization originally issuing the certificate.

Article 20

The import of wool and wool tops shall be operated in accordance with the relevant provisions of the Measures on the Administration
of the Designated Trading of Import Goods promulgated by the former Ministry of Foreign Trade and Economic Cooperation( the No.21
Order of the MOFTEC in 2001).

Article 21

The Ministry of Commerce is responsible for the interpretation of these rules.

Appendix:

(1)

The table of tax items and tax rate of wool and wool tops for 2004

(2)

the Application Form for Tariff Rate Quotas of Wool and Wool Tops

The Ministry of Commerce
2003-09-28

REPLY OF THE SUPREME COURT OF THE PEOPLE’S REPUBLIC OF CHINA TO THE LETTER OF THE MINISTRY OF COMMERCE CONCERNING CONFIRMATION OF WHETHER THE “PROVISIONS ON SOME ISSUES REGARDING TO THE TRIAL OF CIVIL DISPUTE CASES RELATED TO THE ENTERPRISE RESTRUCTURING” IS APPLICABLE TO FOREIGN INVESTMENT

Reply of the Supreme Court of the People’s Republic of China to the Letter of the Ministry of Commerce concerning Confirmation of
Whether the “Provisions on Some Issues Regarding to the Trial of Civil Dispute Cases Related to the Enterprise Restructuring” Is
Applicable to Foreign Investment

Min Er Wai Fu [2003] No.13

The Ministry of Commerce of the People’s Republic of China,

We have received your Letter of Shang Fa Han [2003] No. 33 for Confirmation of Whether the “Provisions on Some Issues Regarding to
the Trial of Civil Dispute Cases Related to the Enterprise Restructuring” Is Applicable to Foreign Investment, which was sent to
us on September 12, 2003. We hereby make the following reply after deliberation:

Although the acts of joint venture and cooperation between Chinese enterprises and foreign enterprises, and the investment acts of
foreign enterprises in China do concern the alteration of owners, assets and capital of enterprises, and the shareholders thereof,
they don’t fall within the category of state-owned enterprises restructuring, and there are special laws and regulations to regulate
them, therefore the foreign investment acts shall not be regulated by the above-mentioned judicial interpretation.

Letter of the Ministry of Commerce concerning the Confirmation of Whether the “Provisions on Some Issues Regarding to the Trial of
Civil Dispute Cases Related to the Enterprise Restructuring” Is Applicable to Foreign Investment (Omitted)

The Supreme People’s Court of the People’s Republic of China

October 20, 2003

The Supreme Court of the People’s Republic of China
2003-10-20

PROVISIONAL REGULATION ON INVESTMENT IN CINEMAS BY FOREIGN INVESTORS

e01709

State Administration of Radio, Film and Television

Order of the State Administration of Radio, Film and Television

No.21

The Provisional Regulation on Investment in Cinemas by Foreign Investors, which was passed at the executive meeting of the State Administration
of Radio, Film and Television on September 28, 2003 and approved by the Ministry of Commerce and the Ministry of Culture of the People’s
Republic of China, is hereby issued and shall go into effect on January 1, 2004.

Xu Guangchun, Director of the State Administration of Radio, Film and Television

Lv Fuyuan, Minister of Commerce of the People’s Republic of China

Sun Jiazheng, Minister of Culture of the People’s Republic of China

November 25, 2003

Provisional Regulation on Investment in Cinemas by Foreign Investors

Article 1

The present Regulation is formulated according to h the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures,
the Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, the Regulation on Film Administration, and
other relevant laws and regulations with the aim to meet the demand of the reform and opening process, to absorb foreign capital,
to introduce advanced technology and equipment, and to promote the prosperous development of the film industry of China.

Article 2

The present Regulation shall be applicable to the foreign companies, enterprises, other economic organizations or individuals (hereinafter
referred to as foreign parties) who, according to the principle of equality and mutual benefit and upon approval of the Chinese government,
establish Chinese-foreign equity joint ventures or contractual joint ventures, construct or reconstruct cinemas, and engage in film
projection business cooperatively with the companies or enterprises registered within China (hereinafter referred to as the Chinese
party).

Article 3

Overseas investors are not permitted to establish any solely-owned cinemas or form any film network companies.

Article 4

Foreign investors who intend to invent in cinemas shall satisfy the conditions as follows:

The arrangements and planning are in line with the local cultural facilities;

The registered capital is no less than 6 million Yuan;

There are fixed business (showing) premises;

For the Chinese-foreign equity joint cinemas to be established, the share of the investment made by the Chinese party in the registered
capital shall account for no less than 51%; for the Chinese-foreign equity joint cinemas to be established in such pilot cities as
Beijing, Shanghai, Guangzhou, Chengdu, Xi’an, Wuhan, and Nanjing, the share of the investment made by the foreign party in the registered
capital may not be above 75%;

The period of the equity or contractual joint venture shall not exceed 30 years; and

The equity or contractual joint venture shall abide by the relevant laws, regulations and provisions of China.

Article 5

In the case that the Chinese party makes the investment with state-owned assets (excluding cash), the relevant formalities shall be
carried out in the light with the relevant provisions on the management of state-owned assets.

Article 6

The establishment of a foreign-funded cinema shall be reported for examination and approval in accordance with the procedures as follows:

The Chinese party must submit an application to the provincial administrative department of commerce of the place where it is located,
providing the documents as follows:

The project application form of the establishment of the foreign-funded cinema;

The certificate of juridical person status of the Chinese party, the documents relating to the land use right of the cinema, and the
creditability certificate issued by the bank;

The qualification certificate of the foreign party, the creditability certificate issued by the bank, and the financial status certificate
issued by the accounting firm;

The notice for preliminary approval of the cinema name issued by the department of industry and commerce administration;

The feasibility study report, contract, and articles of association; and

Other documents required by the laws and regulations and the examination and approving authority.

After obtaining consent from the provincial administrative department of film, the provincial administrative department of commerce
of the place where the applicant is located shall make the examination in accordance with the relevant laws and regulations of the
state on foreign investment, and report to the Ministry of Commerce, the State Administration of Radio, Film and Television, and
the Ministry of Culture for archival purposes. The Certificate of Approval for Foreign-funded Enterprises shall be issued to the
foreign-funded enterprise that has been approved to establish.

For a foreign-funded cinema that has been permitted to establish, the applicant shall, within one month from the day of receiving
the Certificate of Approval for Foreign-funded Enterprises, carry out registration formalities with the provincial department of
industry and commerce administration by taking the Certificate of Approval for Foreign-funded Enterprises.

After the construction or reconstruction of a foreign-funded cinema has been finished and after the said cinema has been checked and
accepted by the relevant departments, the applicant shall apply for the License for Film Projection with the provincial administrative
department of film by taking the Certificate of Approval for Foreign-funded Enterprises and the Business License before starting
the business of film projection.

Article 7

For any change of the shareholding or investment of a foreign-funded cinema that has been established, the procedures prescribed in
Article 6 herein shall be followed.

Article 8

A foreign-funded cinema must abide by the relevant laws and regulations of the state, run businesses in the light with the Regulation
on Film Administration, and subject itself to the supervision and administration of the relevant departments of the Chinese government.
For each film to be shown, the cinema must hold a License for Public Film Projection issued by the State Administration of Radio,
Film and Television (SARFT), and any smuggled or pirate films are not permitted to be shown, and any video tapes, VCD, or DVD are
not permitted to be shown for commercial purpose.

Article 9

Foreign investors who are engaged in any other entertainment business affiliated to the cinema shall comply with the relevant provisions
of the state.

Article 10

For investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan area who establish any
enterprises engaging in film projection in the mainland of China, the present Regulation shall be referred to.

Article 11

The present Regulation and the appendix hereto shall go into effect on January 1, 2004. The Provisional Regulation on Investment in
Cinemas by Foreign Investors issued by the SARFT, the Ministry of Foreign Trade and Economic Cooperation and the Ministry of Culture
on October 25, 2000, shall be abolished at the same time when the present Regulation and the appendix hereto go into effect.

Appendix:

In order to promote the establishment of closer economic and trade relationship between Hong Kong, Macao and the mainland of China,
and to encourage the service providers from Hong Kong and Macao to establish enterprises engaging in film projection in the mainland
of China, and in the light with the Arrangements of the Mainland of China and Hong Kong on Establishing Closer Trade and Economic
Relationship and the Arrangements of the Mainland of China and Macao on Establishing Closer Trade and Economic Relationship, the
following special provisions are hereby made with respect to the investment in cinema made by service providers from Hong Kong and
Macao as provided for in the Interim Regulation on Investment in Cinemas by Foreign Investors:

From January 1, 2004, service providers from Hong Kong and Macao shall be permitted to construct, reconstruct and operate cinemas
in the mainland of China through equity or contractual joint ventures. The service providers from Hong Kong and Macao may hold the
majority shares, but the proportion may not be over 75%.

Other provisions on investment in cinemas by service providers from Hong Kong and Macao in the mainland of China shall still comply
with the Provisional Regulation on Investment in Cinemas by Foreign Investors.

State Administration of Radio, Film and Television
2003-11-25

OPINIONS OF THE CHINA SECURITIES REGULATORY COMMISSION ABOUT TIGHTENING SEVERAL INTERNAL CONTROL MEASURES FOR THE BUSINESS DEPARTMENTS OF SECURITIES COMPANIES

China Securities Regulatory Commission

Opinions of the China Securities Regulatory Commission about Tightening Several Internal Control Measures for the Business Departments
of Securities Companies

ZhengJianJiGouZi [2003] No. 261

December 15th, 2003

All securities companies:

With a view to regulating the brokerage of securities companies, strengthening the management of the securities business departments,
preventing risks effectively and protecting the legitimate rights and interests of the investors, in accordance with the relevant
provisions in the Securities Law of the People’s Republic of China and the Guide to the Internal Control of Securities Companies,
it is hereby to put forward the opinions about tightening the internal control of the securities business departments as the following:

To strengthen the personnel management of the securities business department

The responsible persons of the securities business department, the computer section of the securities business department and the
section of finance shall be directly appointed and administered by the head office, and a direct and effective channel shall be established
between the head office and the aforesaid persons.

The responsible persons of the finance section and the computer section of a securities business department shall be liable for supervising
and controlling the legal operations of the securities business department. A securities company shall intensify the annual evaluations
of the responsible persons of the securities business departments, the computer sections and the section of finance of the securities
business departments, and shall report the results to the institutions dispatched by the China Securities Regulatory Commission (hereinafter
referred to as CSRC) where the securities business departments are located for archival purposes before the end of April of the next
year.

The posts of the responsible persons of the securities business departments, the computer sections of the securities business departments
and the sections of finance shall be regularly shifted within the range of a securities company, and the shift period shall not exceed
3 years at most. As for a securities business department that has already adopted the way of centralized transactions, the shift
period may be appropriately extended to 5 years upon the approval of the institution dispatched by the CSRC where the securities
department is located. The other important posts of the securities business department shall, according to the specific circumstances,
be shifted within the range of the securities business department in a planned way. The first to-be-shifted posts shall be taken
by the persons who have already been on the aforesaid posts for more than 3 years.

For a securities company that really has difficulties to shift the posts among the trans-province and trans-district securities business
departments, it may refrain from shifting the posts, but it shall conduct on-the-spot audit on each of the relevant securities business
departments every year, and shall submit an audit report for archival purpose to the head office and the institution dispatched by
the CBRC where the securities business departments is located.

Where the responsible person of a securities business department or the responsible person of the finance section of the securities
business department leaves his (her) post, the head office of the securities company shall conduct audit on him (her). The audited
person shall not leave his (her) post, before the audit is completed. The audit shall include, but not be limited to, the information
about whether the securities business department has ever misappropriated the bonds of its clients or not, whether it has illegal
financing or not, whether it has operations beyond its business scope or not, the complaints of its clients and the treatments, and
the responsibilities of the to-be-audited person in these regards.

A securities company shall adopt the mandatory holiday system to the responsible persons of the securities business departments, the
computer sections of the securities business departments, the finance sections and the sections of clients. During the period of
mandatory holidays, the supervision and inspection department of the securities company may conduct on-the-spot audit on the work
they are liable for. For the securities business departments under no post shift system, they shall combine the mandatory holiday
system with the on-the-spot audit.

A securities company shall strengthen the management of the foreign affairs archives involving the persons who take the key posts
of the responsible persons of the securities business departments. The copies of the passports and identity cards held by the responsible
persons of the securities business departments, the computer sections of the securities business departments, the finance sections
and the sections of clients shall be submitted to the institution dispatched by the CSRC where the securities business department
is located for archival purposes. Their contact information (including but not limited to the mobile phone numbers, fixed telephone
numbers and e-mails), family address and other information shall be submitted to the institution dispatched by the CSRC where the
securities business department is located for archival purposes as well.

II.

To specify the setup of posts and the responsibilities of the securities business departments

A securities company shall establish perfect the post responsibility system and normative business operation procedures for the securities
business departments. It shall specify the tasks, grant each post with corresponding responsibilities and functions and build a working
relationship of cooperating with one another, supervising one another and restricting one another.

A securities company shall actively develop the mode of centralized transactions to control the internal risks of the securities business
departments and decrease the posts that need direct human intermediaries. The key posts of a securities business department shall
establish two-person responsibility system. The posts directly involving the fund, portfolio, important blank vouchers, seals and
safety technologies of information system shall establish two-person responsibility system. The posts involving the clients’ depositing
and drawing money, the transfer of the clients’ transaction settlement fund, depository trust and cancellation of designated transactions
shall establish the two-person responsibility system, that is to say, one shall be liable for the handling of the aforesaid operations
and the other for re-examination.

The securities business department shall adopt a reasonable system of separate responsibilities. The keeping of cash and portfolios
shall be separate from the record keeping of accounts.

(a)

The preservation of important blank vouchers, blank contracts, blank letters of authorization and significant seals shall be separated
from the register and use of them. No seal may be affixed to any blank voucher, contract or letter of authorization in advance, the
head office of a securities company shall regularly check the securities business department about its using, registering and managing
of documents. The securities company shall specify the power and procedures for the use of various kinds of seals, and shall perfect
the responsibility system for the preservation, use and register of seals.

(b)

A securities business department’s front office transactions shall be separated from its back office settlements;

(c)

The confirmation of faults and losses shall be separated from that of cancellation after verification;

(d)

The duties of the computer personnel, the accounting personnel and other operating personnel shall not be overlapped.

III.

Strengthening the centralized management of the clients’ transaction settlement funds

Each securities business department may only open not more than 5 special savings accounts for clients’ transaction funds;

A securities business department shall transfer to the head office of the securities company at least 70% of the clients’ transaction
settlement funds;

The head office of the securities company shall regularly and irregularly check the clients” transaction settlement funds of a securities
business department, and shall make pressure tests by transferring the total amount of the clients’ transaction settlement funds
of a securities business department to the head office of the securities for the time being. For the securities business departments
without adopting the post-shifting system, the securities company shall conduct at least one pressure test every month.

IV.

To establish perfect securities business department audit system and to tighten the audit

A securities company shall establish a real-time monitoring system and a risk pre-warning system, which shall be able to monitor the
activities involving large sums of money and the transactions, and be able to give warnings in the event of abnormal fund flow and
transactions.

The audit section of a securities company shall in principle conduct one on-the-spot audit to the operations of the securities business
department every year (or every two years at most, but shall conduct at least one to the securities business departments without
adopting the post-shifting system). The institutions dispatched by the CSRC may require the securities companies to increase the
number of audits according to their legal operations.

A securities company shall submit the issues discovered in auditing securities business departments to the institution dispatched
by the CSRC where the securities business department is located, shall submit the audit reports on all business departments to the
head office of the securities company for archival purposes, and shall, by the end of April of each year, submit the overall audit
information about the securities business departments in the previous year and the main issues found by it to the institution dispatched
by the CSRC where the securities company is located.

The securities company shall combine the audit results with personnel evaluations to establish a corresponding punishment system,
and shall severely punish various illegal acts in violation of the laws and regulations.

Other requirements

A securities company shall establish a fast response mechanism to the serious emergencies arising in a securities business department.
In the case of a serious accident, if a securities business department is unable to do normal transactions because of technological
failure, natural disaster, difficulties to honor the fund or any other reasons, it shall immediately report to the head office of
securities company and the institution dispatched by the CSRC where the securities business department is located and shall report
to the relevant department of the local government. After the accident is completely handled, a report on the handling of the accident
shall be submitted to the aforesaid departments.

The head office of a securities company shall establish a special department to pay regular return visits to the important clients.

A securities business department shall hang its Securities Operating Institution Operation License and Business License in an eye-catching
place. It shall clearly express in the risk disclosure statement and the contract texts given to the investors that it has no right
to sign any business contract with an investor beyond the operation scope of the Securities Operating Institution Operation License,
and the investor shall sign its name for confirmation.

A securities business department shall put the complaint telephone number, fax, e-mail of the head office of the securities company
and other relevant information in an eye-catching place of its business office so that the complaints of the investors can be reflected
and handled in time.

A securities company shall set down specific securities business department internal control system according to its own actual circumstances,
which shall be submitted to the institutions dispatched by the CSRC where the securities company is registered and where the securities
business department is located.

Where the securities operating institutions fail to complete the business separation, they shall carry out by referring to the requirements
of the present Opinions.

With regard to the requirements for the internal control of the securities business departments subordinated to a securities company
with an overall centralized transaction system, the CSRC shall formulate separately.

Before February 29th, 2004, each securities company shall, in light of the present Opinions, make a post-shifting plan and submit
the plan to the institution dispatched by the CSRC where the registration place is located. In case the institution dispatched by
the CSRC where the registration place is located raises no objection upon examination and approves the plan, the securities company
shall, before March 31st, 2004, submit its post-shifting system and plan to the supervision department of the CSRC for archival purposes,
and shall send a copy to the institution dispatched by the CSRC where each of its securities business departments is located. The
Securities companies shall earnestly carry out the post-shifting system and plan.

China Securities Regulatory Commission
2003-12-15

PROVISIONS OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON IMPLEMENTING THE RULES OF ORIGIN FOR THE CHINA-ASEAN FREE TRADE ZONE UNDER THE FRAMEWORK AGREEMENT ON COMPREHENSIVE ECONOMIC COOPERATION BETWEEN CHINA AND ASEAN

Customs General Administration

Decree of the Customs General Administration of the People’s Republic of China

No.108

The Provisions of the Customs of the People’s Republic of China on Implementing the Rules of Origin for the China-ASEAN Free Trade
Zone under the Framework Agreement on Comprehensive Economic Cooperation between China and ASEAN was deliberated and adopted at the
executive meeting of this Administration on December 24th, 3003. It is hereby promulgated and shall be implemented on January 1st,
2004.

Mou Xinsheng, Director of the Customs General Administration

December 30th, 2003

Provisions of the Customs of the People’s Republic of China on Implementing the Rules of Origin for the China-ASEAN Free Trade Zone
under the Framework Agreement on Comprehensive Economic Cooperation between China and ASEAN

Article 1

With a view to promoting the economic and trade activities between China and ASEAN, and to correctly determining the origin of the
goods imported under the Framework Agreement on Comprehensive Economic Cooperation between China and ASEAN (hereinafter referred
to as the Agreement), the present Provisions are formulated in accordance with the Customs Law and the Agreement.

Article 2

The present Provisions shall be applied to the goods imported from ASEAN countries under the Agreement (see the Customs Import and
Export Tariff of the People’s Republic of China for details of the list of goods), however, the goods imported by way of processing
trade shall be excluded.

Article 3

The following import goods directly transported from an ASEAN country shall be regarded as goods of ASEAN origin, and the China-ASEAN
conventional tariff shall be applicable:

Products fully obtained or produced in an ASEAN country; and

Products that are not fully obtained or produced but that are consistent with Articles 5 and 6 of the present Provisions.

Article 4

The term “products fully obtained or produced in an ASEAN country” as mentioned in Item 1) of Article 3 of the present Provisions
refers to:

Plants and their products harvested, picked or collected in that ASEAN country;

Live animals borne and bred in that ASEAN country;

Products that are obtained from the animals mentioned in Item 2) of this Article in that ASEAN country and that have undergone no
further processing;

Products obtained from hunting, trapping, fishing, aqua breeding, collecting, or catching in that ASEAN country;

Minerals or other natural materials other than those above-mentioned in Items 1) through 4) that are exploited or extracted from the
territory, territorial waters, seabed, or seabed subsoil of that ASEAN country;

Products that are obtained from the waters, seabed or seabed subsoil outside the territorial waters of that ASEAN country, provided
that the said country has the right to develop the above-mentioned waters, seabed and seabed subsoil pursuant to the provisions of
the international law;

Aquatic and other marine products obtained from the high sea by ships registered with that ASEAN country or hanging the flag of that
country;

Products obtained from processing or manufacturing of the products above-mentioned in Item 7) on the processing ships registered with
that ASEAN country or hanging the flag of that country;

Discarded or waste materials collected in that ASEAN country that can neither be used for their original purpose nor be restored or
repaired, and that are only fit for discarding or recovery of raw materials, or for recycling purpose; and

10)

Products obtained from processing of the products listed above only in Items 1) through 9) in that ASEAN country.

Article 5

The “products that are not fully obtained or produced” as mentioned in Item 2) of Article 3 of the present Provisions shall meet
either of the following conditions:

Products of which the origin is of any ASEAN country and the contents of China-ASEAN Free Trade Zone (hereinafter referred to as the
Free Trade Zone) shall be no less that 40%; or

The total value of the materials, spare parts, or products not originating from the Free Trade Zone shall not exceed 60% of the FOB
price of the products produced or obtained, and the last production operation is finished within an ASEAN country.

Article 6

The term “contents of China-ASEAN Free Trade Zone” as mentioned in Article 5 of the present Provisions is illustrated by the following
formula:

100% – (value of the materials not originating from the Free Trade Zone + value of the materials of unidentified origin) / FOB price
00%0%

The “value of the materials not originated in the Free Trade Zone origin or of those of unidentified origin” used in the formula refers
to the CIF price of the materials, or the price, as determined in the first place, paid for the materials of unidentified origin
within the ASEAN country in which the manufacturing or processing is carried out.

Article 7

Unless there are otherwise provisions, where the products of origin of an ASEAN country that meet the requirement of Article 3 of
the present Provisions are manufactured or processed into other products within any ASEAN country, and the accumulated contents from
the member states of the Free Trade Zone in those products are no less than 40%, the origin of those finished products shall be the
ASEAN country in which the manufacturing or processing is carried out, and the China ASEAN conventional tariff shall be applied to
such products.

Article 8

Where the products processed or manufactured in an ASEAN country meet the standards of special origin of products under the Rules
of Origin for the China-ASEAN Free Trade Zone, the processing or manufacturing country shall be the country of origin of those products.
The aforesaid standards are a part of the present Provisions and will be promulgated by the General Administration of Customs (GAC)
separately.

Article 9

The following processing or disposal, no matter whether they are finished separately or conjunctly, shall all be regarded as minor
processing and disposal, and shall be disregarded in determining whether the goods are fully obtained:

Processing or disposal conducted for the transport or storage of the goods to keep them in good conditions;

Processing or disposal conducted for the convenience of the shipping of the goods; and

Processing or disposal, such as packing or display, etc., conducted for the sale of the goods.

Article 10

The term “directly transported” as mentioned in Article 3 of the present Provisions refers to that the goods imported under the Agreement
are transported from an ASEAN country directly to China, or are transported from an ASEAN country to China via any other member state
of the Free Trade Zone, but have not passed any non-member state of the Free Trade Zone on the way.

Where the import goods are transported to China via any non-member state of the Free Trade Zone (including the change of vehicle or
temporary storage) and meet the following conditions simultaneously, they shall be regarded as being directly transported from the
ASEAN country:

Simply due to geographic reasons or transport needs;

Not being traded or consumed when passing through the above-mentioned country; and

Not going through any processing in the above-mentioned country other than such processing that is needed for loading and unloading
and for keeping the goods in good conditions.

Article 11

Where the packages, package materials, and containers, as well as the accessories, spare parts, tools, and introductive materials
shall be declared for import together with the goods, and are categorized together with those goods in the Regulations of Import
and Export Customs Tariff of the People’s Republic of China, they shall be ignored in the determination of the origin of the goods.

Article 12

Unless there are otherwise provisions, the origins of the energy, fuel, plants, equipment, machines, and tools used in the manufacturing
of the products, as well as the origins of the materials that are not contents or components of the products, shall be disregarded
in determining the origin of the products.

Article 13

When declaring of the goods imported under the Agreement, the consignee shall voluntarily declare to the customs that the China-ASEAN
conventional tariff shall be applicable to those goods, and shall submit the certificate of origin (including the original and the
third page) issued by the governmental agency designated by the exporting ASEAN country.

Where the import goods are transported via any non-member state of the Free Trade Zone, apart from complying with the preceding paragraph,
the consignee of the import goods shall also supplement the following documents to the customs:

The through bill of lading issued by the exporting ASEAN country;

Duplicate of the original business invoice of the goods; and

The relevant certificates in conformity with Paragraph 2 of Article 10 hereof.

If the certificate of origin is found, upon check by the customs where the declaration is made, to be consistent with the Procedures
for Issuing and Checking of the Certificate of Origin, and if the contents of the certificate are in conformity with the import goods,
that certificate shall be regarded as valid.

Article 14

If the FOB price of any import goods of the origin of an ASEAN country is less than 200 US dollars, there is no need to submit the
certificate of origin.

Article 15

The certificate of origin of the goods imported from of an ASEAN country shall, within 4 months as of the day of issuing by the relevant
government agency of the ASEAN country, be submitted to the customs within China where the customs declaration is made.

Where the import goods are transported through any non-member state of the Free Trade Zone according to Paragraph 2 of Article 10
of the present Provisions, the time limit for submission of the certificate of origin of those goods will be extended to 6 months.

Where the consignee of the import goods fails to submit the certificate of origin within the above-mentioned time limit because of
force majeure or any other justified reasons, the customs where the declaration is made may accept the certificate upon examination.

Where the import goods have been actually imported within the period prescribed in Paragraphs 1 and 2 of this Article, the time limit
for submission of the certificate of origin may not be restricted by the provisions of Paragraphs 1 and 2.

Article 16

Where the customs where the declaration is made has any doubt over the validity of the contents of the certificate of origin, it may
request the relevant government agency of the ASEAN country to verify the certificate of origin, and the agency receiving the request
shall make a reply within 6 months. During the verification period before any result comes out, the customs where the declaration
is made may release the goods after collecting a cash deposit of the same value as the amount of the taxes payable at the rate applied
to those goods as if not under the Agreement, handle the import formalities and do the customs statistics. After the verification
is finished, the customs where the declaration is made shall, in accordance with the result of the verification, immediately refund
the cash deposit or change the cash deposit into import tariff, and modify the customs statistics data correspondingly.

Where the import goods are those prohibited or restricted by the State from importing, or where any suspect of illegal offence is
involved, the customs may not release the goods before the verification of the certificate of origin is finished.

Article 17

The customs shall keep confidential the materials exchanged with the ASEAN countries for verification of the certificates of origin,
other than the customs import and export trade statistic data.

Article 18

Where, after the goods imported from an ASEAN country are declared for customs clearance but before the customs grants the clearance,
the destination of those goods is changed and the goods need to be transported to another country, the consignee shall file a written
application with the customs.

The customs shall indicate and confirm the change of the destination of the goods on the certificate of origin before returning the
original certificate to the consignee of the import goods and returning the third page of the certificate to the issuing agency.

Article 19

Where the products with the origin of any ASEAN country are transported to another ASEAN country or China for exhibition, and are
sold to China during or after the exhibition, and if the following conditions are met simultaneously, the China-ASEAN conventional
tariff may be applied:

The exporter has transported the products from the exporting ASEAN country to the ASEAN country where the exhibition is held and the
goods have actually been exhibited in that country;

The exporter has transferred the goods to the consignee within China; and

The conditions of the products that are sold into China during or after the exhibition are consistent with their conditions at the
exhibition.

Where the exhibition products meeting the preceding paragraph are declared for import, the consignee shall submit to the customs the
certificate of origin of the exporting ASEAN country, and shall simultaneously provide the certificate specifying the name and address
of the exhibition issued by the relevant government agency of the country where the exhibition is held, as well as the relevant certificates
meeting Paragraph 2 of Article 10 of the present Provisions.

The term “exhibition” as used in this Article shall include the business, agricultural, and handcraft industry exhibitions or trade
fairs especially held for the sale of foreign products, as well as the similar exhibitions or displays held in shops and business
places. The products shall be subject to customs control during the exhibition.

Article 20

The following terms as used in the present Provisions refer to:

The term “ASEAN countries” refers to the other member states signed the Agreement jointly with China, namely Brunei Darussalam, Kingdom
of Cambodia, the Republic of Indonesia, the Lao People’s Democratic Republic, Malaysia, the Union of Burma, the Republic of the Philippines,
the Republic of Singapore, the Kingdom of Thailand, and the Socialist Republic of Viet Nam.

The term “Materials” shall include constituents, accessories, components, semi-assembled parts, and the products that actually constitute
a part of another product or are used in the production of another product.

The term “Goods of origin” refers to the products that are determined to be in conformity with the conditions for origin in accordance
with Article 3 .

The term “Production” refers to the method of obtaining a product, including planting, exploiting, harvesting, breeding, reproducing,
extracting, collecting, gathering, seizing, fishing, trapping, hunting, manufacturing, producing, processing and assembling.

The term “Plants” refers to all the plants such as fruits, flowers, vegetables, trees, algae, epiphytes, and live plants, etc.

The term “Animals” refers to all the animals such as mammals, birds, fishes, carapaces, mollusks, reptiles, bacteria, and virus, etc.

The term “Discarded or waste materials” refers to the all the discarded and waste machines, packages, and materials, etc., that are
generated in the course of processing, manufacturing and consuming in industrial, mining, agricultural, construction, smelting, and
sewage disposal industries.

The term “Standards of the special origin of products” refers to the rules of change of tax code of the prescribed materials, specific
processing or manufacturing operation of those materials, satisfaction of a certain standard of ad valorem percentage, or a combination
of the above-mentioned standards.

Article 21

The customs shall deal with any act in violation of the present Provisions in accordance with the Customs Law of the People’s Republic
of China and the Detailed Rules for the Implementation of the Administrative Punishment for the Customs Law of the People’s Republic
of China. If a crime has been constituted, the offender shall be subject to criminal liabilities according to law.

Article 22

The responsibility to interpret the present Provisions shall remain with the Customs General Administration.

Article 23

The present Provisions shall be implemented as of January 1st, 2004.

Customs General Administration
2003-12-30

PROMOTION OF CLEANER PRODUCTION LAW

Law of the People’s Republic of China on Promotion of Cleaner Production



	(Adopted at the 28th Meeting of the Standing Committee of the Ninth National People’s Congress on June 29, 2002 and promulgated by Order No. 72 of the President of the People’s Republic of China on June 29, 2002) Contents Chapter I General Provisions Chapter II Popularization of Cleaner Production Chapter III Implementation of Cleaner Production Chapter IV Incentive Measures Chapter V Legal Responsibility Chapter VI Supplementary Provisions Chapter I General Provisions Article 1 This Law is enacted for the purpose of promoting cleaner production, increasing the utilization ratio of resources, reducing and preventing pollutant-generating, protecting and improving the environment, protecting human health, and promoting the sustainable development of the economy and society. Article 2 For purposes of this Law, cleaner production means, by continuous adopting measures to improve designing, use cleaner energy and raw materials, introduce advanced techniques and equipment, improve management and make comprehensive use of resources as well as other measures, to reduce pollution from its source, increase the utilization ratio of resources, reduce or prevent the generation and discharge of pollutants in the course of production, services and use of products, in order to alleviate or eliminate harm to human health and the environment. Article 3 Within the territory of the People’s Republic of China, units engaged in production and service activities and the departments engaged in administration of such activities shall, in accordance with the provisions of this Law, organize efforts to implement cleaner production. Article 4 The State encourages and promotes cleaner production. The State Council and the local people’s governments at or above the county level shall incorporate cleaner production into their plans for national economic and social development and plans for environment protection, recourses utilization, industrial development, regional development, etc. Article 5 The administrative department for the economy and trade under the State Council shall be responsible for organizing efforts to coordinate the work of promoting cleaner production nationwide. The administrative departments under the State Council for environment protection, planning, science and technology, agriculture, construction, water resources and technical supervision over quality shall, within their respective functions and responsibilities, be responsible for the relevant work of promoting cleaner production. The local people’s governments at or above the county level shall be responsible for directing the work of promoting cleaner production within their own administration areas. The administrative departments for the economy and trade under the said people’s governments shall be responsible for organizing efforts to coordinate the work of promoting cleaner production within their own administrative areas. The administrative departments under the said people’s governments for environment protection, planning, science and technology, agriculture, construction, water resources and technical supervision over quality shall, within their respective functions and responsibilities, be responsible for the relevant work of promoting cleaner production. Article 6 The State encourages scientific research, technological development and international cooperation in the field of cleaner production, organizes efforts to disseminate knowledge about cleaner production and spreads the use of technologies for cleaner production. The State encourages public organizations and the general public to participate in the promotion of, education in, popularization and implementation of and supervision over cleaner production. Chapter II Popularization of Cleaner Production Article 7 The State Council shall formulate financial and taxation policies for the benefit of implementation of cleaner production. The State Council, the relevant administrative departments under it and the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government shall formulate industrial policies and policies for technological development and popularization for the benefit of implementation of cleaner production. Article 8 The administrative departments for the economy and trade under the local people’s governments at or above the county level shall, together with the relevant administrative departments for environment protection, planning, science and technology, agriculture, construction, water resources, etc., formulate plans for popularization of cleaner production. Article 9 The local people’s governments at or above the county level shall make rational plans for the economic layout within their own administrative areas, readjust industrial structures, develop cycling economic sectors and promote cooperation among enterprises in the comprehensive use of recourses and waste materials and in other fields, in order to realize highly effective use and recycling of resources. Article 10 The administrative departments for the economy and trade, environment protection, planning, science and technology, agriculture and other relevant administrative departments under the State Council and under the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government shall organize efforts to support the establishment of an information system for cleaner production and a system for technical consultancy, in order to provide information and services in respect of the methods and technologies for cleaner production, supply and demand of recyclable waste, policies for cleaner production, etc. Article 11 The administrative department for the economy and trade under the State Council shall, together with the related administrative departments under the State Council, regularly publish directories on technologies, techniques, equipment and products for cleaner production. The administrative departments for the economy and trade, environment protection, agriculture and construction and other departments concerned under the State Council and under the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government shall organize efforts to compile guidebooks and technical manuals for cleaner production in respect of certain trades or regions, for the purpose of guiding the implementation of cleaner production. Article12 With respect to out-dated production technologies, techniques, equipment and products which cause waste of recourses and serious pollution of the environment, the State applies a system of elimination within a time limit. The administrative department for the economy and trade under the State Council shall, together with the other related administrative departments under the State Council, compile and publish catalogues of technologies, techniques, equipment and products to be eliminated within a time limit. Article 13 The relevant administrative departments under the State Council may, where necessary, grant approval to marks for products made for the benefit of environment and resources protection, such as energy- or water-conservation products and products made out of recycled waste, and they shall lay down corresponding standards according to State regulations. Article 14 The administrative departments for science and technology and other relevant administrative departments under the local people’s governments at or above the county level shall provide guidance to and support research in and development of technologies for cleaner production and products conducive to protection of the environment and resources and the demonstration and wide use of technologies for cleaner production. Article 15 The administrative department for education under the State Council shall incorporate the courses of cleaner production technology and management into the related systems of higher education, vocational education and technical training. The relevant administrative departments under the local people’s governments at or above the county level shall organize efforts to disseminate knowledge about cleaner production and conduct training in this area, in order to enhance the awareness of the importance of cleaner production among government functionaries, enterprise managers and the general public and train managerial and technical personnel for cleaner production. The press, publishing, radio, films, television and cultural institutions and relevant public organizations shall give play to their own advantages and make a success of promotion for cleaner production. Article 16 People’s governments at various levels shall give first priority to purchasing energy- and water-conservation products and products made out of recycled waste which are conducive to protection of the environment and resources. People’s governments at various levels shall, through promotion and education or by other means, encourage the general public to purchase and use energy- and water-conservation products and products made out of recycled waste which are conducive to protection of the environment and resources. Article 17 The administrative departments for environment protection under the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government shall exercise strict supervision over the implementation of cleaner production and they may, in light of the need to promote cleaner production and the discharge of pollutants by enterprises, regularly publish, through the principal local media, name lists of the enterprises which cause serious pollution by exceeding the norms specified for the pollutants discharged or for the total amount of the pollutants discharged, providing the basis for public supervision over the enterprises’ implementation of cleaner production. Chapter III Implementation of Cleaner Production Article 18 For new construction, reconstruction and expansion projects, their impact on the environment shall be assessed, the use of raw materials, consumption and comprehensive use of resources, generation and disposition of pollutants shall be analysed and expounded and employment of technologies, techniques and equipment for cleaner production, which serve to make highly effective use of resources and generate less pollutants, shall be given first priority. Article 19 In the course of technological updating, enterprises shall adopt the following measures for cleaner production: (1) replacing highly toxic and harmful raw materials with nontoxic and harmless or less toxic and harmful ones; (2) replacing techniques and equipment which serve to make less effective use of resources to generate greater amount of pollutants with ones which serve to make highly effective use of resources and generate pollutants; (3) making comprehensive or cycle use of solid waste and waste water and heat discharged in the course of production; and (4) adopting technologies for prevention and control of pollution which help keep the pollutants discharged and within the norms specified by the State or local authorities and keep the total amount of the pollutants discharged within the control norms specified by the State or local authorities. Article 20 In the designing of products and packages, consideration shall be given to their effects on human health and the environment during their life cycles, and priority shall be given to options for products and packages that are toxicant-free, harmless, easily dissolved or recycled. Enterprises shall properly pack their products, refraining from overusing the packages and preventing the generation of package waste. Article 21 Enterprises producing large mechanical and electrical equipment, motor-driven means of transport and other products designated by the administrative department for the economy and trade under the State Council shall, in adherence to the technical specifications laid down by the administrative department for standardization under the State Council or the institutions authorized by the department, indicate the standard brand of the material composition on the principal component parts of the product. Article 22 Agricultural producers shall use chemical fertilizers, pesticides, agricultural film and feed additives in a scientific way and improve planting and breeding technologies, so as to produce quality and harmless agricultural products, turn agricultural waste into resources, and prevent the agricultural environment from pollution. Toxic and harmful waste is prohibited to be used as fertilizers or for cultivating new farmland. Article 23 Service enterprises providing food and drinks, entertainment or hotel services shall use energy- and water-conservation and other technologies and equipment conducive to environment protection and shall refrain from using or use less consumer goods which lead to waste of resources and pollution of the environment. Article 24 For construction projects, the designing, construction and decoration materials, construction component and accessory parts and equipment, which are energy- and water-conserving and conducive to environment protection, shall be adopted or used. Construction and decoration materials shall conform to the norms of the State. Production, marketing and use of such materials, the toxic and harmful substances which contain exceed State norms, are prohibited. Article 25 In prospecting and exploiting mineral resources, the methods, techniques and technologies which are conducive to rational use of resources, environment protection and prevention of pollution shall be adopted for better use of resources. Article 26 Enterprises shall, where feasible in financial and technological terms, retrieve wastes and waste heat discharged in the course of production and services, or transfer them to other enterprises or individuals that have the ability of using them. Article 27 Enterprises producing and marketing products or packages included in the catalogue of products or packages for compulsory recycling shall recycle the scrapped products and used packages. The catalogue of products and packages for compulsory recycling and the specific measures for compulsory recycling shall be compiled and formulated by the administrative department for the economy and trade under the State Council. With regard to the products and packages listed in the catalogue of products and packages for compulsory recycling, the State adopts economic measures favorable to their recycling; the administrative departments for the economy and trade under the local people’s governments at or above the county level shall regularly inspect the recycling of such products and packages and make the result of inspection known to the public. The specific measures shall be formulated by the administrative department for the economy and trade under the State Council. Article 28 Enterprises shall monitor the consumption of resources and discharge of waste in the course of production and services and, where necessary, examine whether their production and services conform to the requirements of cleaner production. Enterprises that discharge pollutants in excess of the norms specified by the State or local authorities or of the control norms for the total amount of pollutants discharged approved by the local people’s governments concerned shall conduct examination for cleaner production. Enterprises that use toxic or harmful raw materials in production or discharge toxic or harmful substances in the course of production shall conduct regular examination for cleaner production and report the results to the administrative departments for environment protection and for the economy and trade under the local people’s governments at or above the county level where the enterprises are located. The measures for examination for cleaner production shall be formulated by the administrative department for the economy and trade under the State Council, together with the administrative department for environment protection under the State Council. Article 29 Enterprises that have succeeded in keeping the pollutants they discharge within the norms specified by the State and the local authorities of their own free will, sign agreements on further conservation of resources and reduced amount of pollutants discharged with the administrative departments for the economy and trade and for environment protection, which have jurisdiction over them. The said departments shall, through the principal local media, make public the names of the enterprises and their achievements in conserving resources and preventing and controlling pollution. Article 30 Enterprises may, on the principle of voluntariness and in accordance with the State regulations on verification by environment management system, apply for verification to the verification authority authorized by the government department for supervision and control over verification and approval and go through the verification for environment management, so as to raise their level of cleaner production. Article 31 According to the provisions in Article 17 of this Law, enterprises included in the name list of the enterprises which cause serious pollution shall, in compliance with the regulations of the administrative department for environment protection under the State Council, make public their discharge of the main pollutants to accept public supervision. Chapter IV Incentive Measures Article 32 The State establishes a commending and awarding system for cleaner production. The people’s governments shall commend and award units and individuals that achieve remarkable successes in their efforts to bring about cleaner production. Article 33 Projects designed for research, demonstration and training in cleaner production, key technological updating projects of the State for cleaner production, and other technological updating projects clearly stated in the agreements on voluntary reduction of pollutants discharged, as prescribed in Article 29 of this Law, shall be included in the projects for which special funds are arranged by the State Council and the finance department at the same level as the local people’s government at or above the county level in support of their technological updating. Article 34 From the funds established for developing small and medium-sized enterprises in accordance with State regulations, an appropriate amount shall, where necessary, be set aside to support such enterprises in their efforts to engage in cleaner production. Article 35 Where enterprises manufacture products out of waste and obtain raw materials out of recycled waste, the taxation authority shall, in accordance with relevant State regulations, reduce their value-added tax or exempt them from such tax. Article 36 Enterprises may incorporate into their operational cost the fees paid for examination and verification regarding cleaner production and for training in this respect. Chapter V Legal Responsibility Article 37 Where an enterprise that, in violation of the provisions in Article 21 of this Law, fails to indicate the composition of product materials or indicates the said composition untruthfully, the administrative department for quality and technical supervision under the local people’s government at or above the county level shall instruct it to rectify within a time limit; if it refuses to do so, it shall be fined not more than RMB 50,000 yuan. Article 38 Where an enterprise, in violation of the provisions in the second paragraph of Article 24 of this Law, produces or markets construction and decoration materials, the toxic or harmful substances which contain exceed State norms, it shall be investigated for administrative, civil or criminal responsibility in accordance with the provisions in the law on product quality and the relevant civil and criminal laws. Article 39 Where an enterprise, in violation of the provisions in the first paragraph of Article 27 of this Law, fails to fulfill the obligation of recycling scrapped products or used packages, the administrative department for the economy and trade under the local people’s government at or above the county level shall instruct it to rectify within a time limit; if it refuses to do so, it shall be fined not more than 10,000 yuan. Article 40 Where an enterprise, in violation of the provisions in the third paragraph of Article 28 of this Law, fails to conduct examination for cleaner production, or to provide truthful report on the result of the examination which it conducts, the administrative department for environment protection under the local people’s government at or above the county level shall instruct it to rectify within a time limit, if it refuses to do so, it shall be fined not more than 10,000 yuan. Article 41 Where an enterprise, in violation of the provisions in Article 31 of this Law, fails to make public its discharge of pollutants or fails to do so in compliance with the requirements specified, its discharge shall be made public by the administrative department for environment protection under the local people’s government at or above the county level, and it may also be fined not more than 10,000 yuan. Chapter VI Supplementary Provisions Article 42 This Law shall go into effect as of January 1, 2003.

INTERIM MEASURES ON THE MANAGEMENT OF FOREIGN DEBTS

The State Development Planning Commission, the Ministry of Finance, the State Administration of Foreign Exchange

Decree of the State Development Planning Commission, the Ministry of Finance, and State Administration of Foreign Exchange

No.28

The Interim Measures on the Management of Foreign Debts which are enacted with a view to regulating the act of raising foreign debts,
bringing more benefits from the use of foreign debt funds, and avoiding the risk of foreign debts, and are hereby promulgated and
shall come into effect as of March 1, 2003.

Director of the State Development Planning Commission Zeng Peiyan

Minister of the Ministry of Finance Xiang Huaicheng

Director of the State Administration of Foreign Exchange Guo shuqing

January 8, 2003

Interim Measures on the Management of Foreign Debts

Chapter I General Provisions

Article 1

The present Measures are enacted with a view to regulating the act of raising foreign debts, bringing more benefits from the use foreign
debt funds, and avoiding the risk of foreign debts.

Article 2

The term “foreign debt” as mentioned in the present Measures refers to the debts owed by domestic institutions to non-residents in
the form of foreign currency.

Article 3

“Domestic institutions” as mentioned in the present Measures refers to the permanent bodies established according to law in the territory
of China, including but not limited to the governmental organs, domestic financial institutions, enterprises, institutions and social
organizations.

Article 4

“Nonresidents” as mentioned in the present Measures refer to the institutions and natural persons abroad, and the nonpermanent institutions
established according to law in the territory of China.

Article 5

In accordance with the classification of the debts, foreign debts shall be divided into loans offered by foreign governments, loans
offered by the international financial organizations and international commercial loans.

Loans offered by the foreign governments refer to the official credit raised by the Chinese government from foreign governments;

Loans offered by the international financial organizations refer to the noncommercial credit which the Chinese government owes to
the World Bank, Asia Development Bank, Agricultural Development Funds of the United Nations and other international or regional financial
organizations; and

International commercial loans refer to the commercial credit which the domestic institutions owe to the nonresidents, including:

(1)

loans raised from overseas banks or other financial organizations;

(2)

loans borrowed from overseas enterprises, or other financial organizations and natural persons;

(3)

medium-term or long-term bonds (including convertible bonds) issued by foreign banks or short-term bonds (including commercial negotiable
instruments, and large amount transferable deposit receipts);

(4)

the buyers’ credit, deferred payment and trade finance in other forms;

(5)

international financial leases;

(6)

foreign currency deposits of nonresidents;

(7)

debts repaid in cash in compensation trade; and

(8)

international loans of other categories.

Article 6

According to the responsibility for the repayment, foreign debts may be divided into sovereign debts and non-sovereign debts.

The sovereign debts refer to the foreign debts borrowed by the institutions authorized by the State Council in the name of the state
and guaranteed with the state credit for the repayment; whereas

The non-sovereign debts refer to other foreign debts except as of the sovereign debts.

Article 7

“Foreign guaranty” mentioned in the present Measures refers to the guaranty provided by the domestic institutions for the nonresidents
in accordance with the Guaranty Law of the People’s Republic China through means of surety, mortgage, and pledge. Potential obligations
for the repayment of the foreign debts resulting from the foreign guaranty shall be regarded as feasible foreign debts.

Article 8

The State shall conduct an overall control over all of the foreign debts and feasible foreign debts. The borrowing of foreign debts,
guaranty for foreign debts, and the usage and repayment of foreign debts shall comply with the provisions of relevant laws, rules
and regulations of the State and comply with the present Measures.

Article 9

The State Development Planning Commission, Ministry of Finance, and State Administration of Foreign Exchange are the departments responsible
for the administration of foreign debts.

Chapter II Raising of Foreign Debts and Foreign Guaranty

Article 10

According to the need of the national economy and social development, and the conditions of the international income and expenses
and capacity of bearing foreign debts, the State Development Planning Commission shall, jointly with other relevant departments,
draw up the State’s plan for the borrowing of foreign loans, and rationally determine the overall amount of foreign debts and the
standards of their structural adjustment and control.

Article 11

The State shall, in compliance with the category of foreign debts, liability for repayment, and the nature of the borrowers, effect
separate management on foreign debts.

Article 12

Loans provided by international financial organizations or foreign governments shall be borrowed by the State in a consolidated way.

The State Development Planning Commission shall, jointly with other relevant departments like the Ministry of Finance, make overall
plans for loan projects to be chosen provided by the World Bank, Asia Developing Bank, Agricultural Development Funds of the United
Nations, and foreign governments; the Ministry of Finance shall, in accordance with the overall plans, organize the foreign negotiation,
consultation and conclusion of loan agreements, and the direct relending or relending through the relevant financial institutions
to the domestic debtors. The plans for the loan projects to be chosen provided by the World Bank, Asia Developing Bank, Agricultural
Development Funds of the United Nations, and some key foreign governments shall undergo approval by the State Council.

Article 13

Where the Ministry of Finance, in the name of the State, issues bonds abroad, the Ministry shall report to the State Council for approval,
which shall be included in the plans of foreign loans. Medium-term or long-term bonds issued by any other domestic institutions abroad
shall be subject to examination and verification by the State Development Planning Commission and Ministry of Finance, which shall
report the bonds to the State Council for approval.; short-term bonds issued abroad shall be subject to examination and approval
by the State Administration of Foreign Exchange; where the issue of short-term bonds is scrolled, the issue shall be subject to the
joint approval by the State Administration of Foreign Exchange and State Development Planning Commission and Ministry of Finance.

Article 14

With regard to the medium-term or long-term international commercial loans which national commercial banks raise, the State shall
enforce a balance control; the balance shall be subject to the examination and verification of the State Development Planning Commission
and other relevant departments, and then shall be reported to the State Council for examination and approval.

Article 15

Long-term or middle-term international commercial loans borrowed by domestic institutions such as enterprises with Chinese capital
shall be subject to approval by the State Development Planning Commission.

Article 16

With regard to the short-term international commercial loans which domestic institutions with Chinese capital raise, the State shall
exert a balance control; the balance be subject to examination and approval by the State Administration of Foreign Exchange.

Article 17

With regard to the foreign debts raised by foreign-capital financial institutions within China, the State shall enforce an administration
on the total amount. Measures on the administration shall be separately enacted.

Article 18

The summation of the accumulated medium-term and long-term debts borrowed by enterprises with foreign investment and the balance of
short-term debts shall not exceed the surplus between the total investment in projects approved by the verifying departments and
the registered capital.

Within the range of the surplus enterprises with foreign investment may borrow foreign loans at their own will. If the loans exceed
the surplus, the total investment in projects shall be reexamined by the original examination and approval departments.

Article 19

Foreign guaranty provided by domestic institutions for foreign debts shall be in compliance with the State’s laws, rules and regulations
and the relevant provisions of the State Administration of Foreign Exchange.

Article 20

Domestic institutions shall not provide guaranty for non-business external organizations.

Article 21

Without approval of the State Council, no governmental organs, social organizations or institutions shall raise foreign loans or provide
foreign guaranty.

Article 22

After a domestic institution has concluded a contract for foreign loans or providing foreign guaranty, it shall, in accordance with
relevant provisions, apply to the foreign exchange administration departments for registration. Contracts for international commercial
loans or contracts for the corresponding guaranty shall not enter into force until they are registered.

Chapter III Use of the Foreign Debt Capital

Article 23

Foreign debt funds shall be used in the economic development and structural adjustment of the stored foreign debts.

Article 24

Favorable foreign medium-term or long-term loans such as loans provided by the international financial organizations or foreign governments
shall be mainly used in the infrastructure and construction projects for public welfare, with preference to the western part of China.

Article 25

Medium-term or long-term international commercial loans shall be mainly used for introduction of advanced technology and equipment,
and for the adjustment of the structure of industries and structure of foreign debts.

Article 26

Medium-term or long-term foreign debt capital borrowed by domestic institutions shall, strictly according to the approved purposes,
be rationally used, and shall not be diverted for other purposes. Any necessary change of the purposes of use shall be subject to
approval through the original procedures.

Article 27

Short-term debts borrowed by domestic enterprises shall be mainly used as circulating funds, which shall not be used for medium-term
or long-term purposes such as in fixed assets.

Article 28

Where investment projects of fixed assets are funded with foreign debt capital, legal person responsibility system of a key project
shall be practiced so as to make the legal persons of the project responsible for the benefit of the use of the foreign debt capital.

If, in accordance with the Law of the People’s Republic of China on Bid Invitation and Bidding and the relevant provisions prescribed
by foreign organizations which lend the money, any purchase must be conducted through bid invitation; the bid invitation shall be
handled in strict accordance to the relevant provisions.

Article 29

Foreign debts regulatory departments shall be responsible for the administration and supervision of the use of foreign debt capital.

Article 30

The State Development Planning Commission shall, in accordance with the provisions of the Regulations on the Check of the Important
National Construction Projects, shall send specials to key national construction projects which are funded with foreign debt capital,
and shall perform inspection on the implementation of the projects and usage of the debts.

Chapter IV Repayment of Foreign Debts and Management of Risk

Article 31

Sovereign foreign debts shall be repaid by the State uniformly. If the sovereign foreign debt capital is relent to domestic debtors
directly by the Ministry of Finance or through financial institutions, the domestic debtors shall be liable for repayment of the
debts to the Ministry of Finance or to the financial institutions which handle the relending.

Article 32

Non-sovereign foreign debts shall be subject to the responsibility of the debtors themselves for risk and repayment.

Article 33

Debtors may fulfill the repayment of the debts with the foreign exchanges which they possess, or upon verification and approval by
foreign exchange regulatory departments, with foreign exchanges purchased with Renminbi.

Article 34

With respect to the debts which a debtor fails to repay, if there is a surety, the surety shall be responsible for the repayment of
the debts.

Article 35

If the surety needs, pursuant to the provisions of the contract for surety, to perform the obligation of repayment of the debts for
the debtor, the surety shall apply to the foreign exchange regulatory departments for verification for the performance of the contract
for surety.

Article 36

Debtors shall reinforce the management on the risk of foreign debts, and adjust and optimize the debt structure.

On the premise that the range of the original debts is not enlarged, debtors may, upon examination and approval of the State Development
Planning Commission, reduce the cost of foreign debts and optimize the their structure by means of repayment of foreign debts at
a higher cost with foreign debts borrowed at a lower cost. Therein, if the sovereign foreign debts are concerned, examination and
approval by the Ministry of Finance shall be needed.

Article 37

Debtors may, for the purpose of evasion of risk, entrust competent financial institutions to use financial tools to evade the exchange
rate risk and interest rate risk of the foreign debts.

Chapter V Supervision and Administration on Foreign Debts

Article 38

Foreign debt regulatory departments shall, pursuant to the laws, rules and regulations, and the relevant provisions of the present
Measures, conduct supervision and administration on foreign debts and foreign guaranty.

Article 39

When the foreign debt regulatory departments perform duties and responsibilities of supervision and administration, they are enpost_titled
to demand the debtors and relevant units to offer information concerned, check the bills and capital.

Article 40

If a domestic institution fails to perform the procedures of examination and approval or to fulfill the registration according to
the relevant provisions when it raises foreign debts or provides foreign guaranty, the contracts for loans or guaranty which it concludes
shall not be legally binding.

Article 41

Foreign debts or guaranty, which are not embodied in the form of contracts for foreign debts or guaranty, but actually constitute
obligations or potential obligations of repayment of foreign debts, shall be subject to the supervision and administration on foreign
debts according to the present Measures.

Article 42

Violation of the principle of pooling of interest and joint assumption of risk shall be forbidden so as to ensure that the direct
foreign investors will not raise foreign debts disguisedly by means of fixed return.

Article 43

Without approval by the foreign debts regulatory departments, overseas enterprises with Chinese capital shall not transfer the risk
of their foreign debts or obligations of repayment to domestic enterprises.

Article 44

If financial institutions operating foreign exchange business find any act that violates the present Measures in the course of opening
foreign exchange and foreign debts accounts, and handling the business of foreign exchange, they shall timely submit report to the
foreign debts regulatory departments concerned, and shall cooperate with the regulatory departments to carry out investigations.

Article 45

The foreign debt regulatory departments shall pay strict attention to the trends of the foreign debts, establish and perfect an overall
early warning system.

Article 46

The State Administration of Foreign Exchange shall be responsible for the monitoring of foreign debts through statistics, and regularly
publicize the statistical data of the foreign debts.

Article 47

If any domestic institution, in violation of the present Measures, raises foreign debts or provides foreign guaranty, its competent
department shall impose administrative sanction on the persons directly in charge or the other persons directly responsible. If the
offense constitutes a crime, criminal liability shall be pursued according to law.

Article 48

If a staff member of the foreign debt regulatory department engages in malpractices for personal gain, abuses his power or neglect
his duty, the department for which he works shall impose an administrative sanction on him. If the offense constitutes a crime, the
offender shall be subject to criminal liabilities.

Chapter VI Supplementary Provisions

Article 49

Loans raised by domestic institutions from the Special Administrative Regions of Hongkong and Macau, and from the Region of Taiwain
and guaranty provided for them, shall be subject to administration with reference to the present Measures.

Article 50

Foreign debts regulatory departments shall, according to the present Measures, enact and perfect the relevant regulations for the
implementation of the present Measures.

Article 51

The present Measures shall be subject to interpretation of the State Development Planning Commission, Ministry of Finance, and State
Administration of Foreign Exchange.

Article 52

The present Measures shall enter into force as of March 1, 2003.

The State Development Planning Commission, the Ministry of Finance, the State Administration of Foreign Exchange
2003-01-08

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Constitution

The basic law

Concluding and Transitional Provisions

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE ENTERPRISE INCOME TAX PAID BY FOREIGN-INVESTED BUSINESS STARTING INVESTMENT COMPANIES

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGES ON ISSUES RELATING TO ADMINISTRATION OF VERIFICATION AND SALES OF COLLECTION OF FOREIGN EXCHANGES UNDER EXPORT FACTORING SERVICES

ADMINISTRATIVE LICENSE LAW OF THE PEOPLE’S REPUBLIC OF CHINA

RULES FOR THE IMPLEMENTATION OF TARIFF RATE QUOTA ADMINISTRATION OF THE IMPORTED WOOL AND WOOL TOPS

REPLY OF THE SUPREME COURT OF THE PEOPLE’S REPUBLIC OF CHINA TO THE LETTER OF THE MINISTRY OF COMMERCE CONCERNING CONFIRMATION OF WHETHER THE “PROVISIONS ON SOME ISSUES REGARDING TO THE TRIAL OF CIVIL DISPUTE CASES RELATED TO THE ENTERPRISE RESTRUCTURING” IS APPLICABLE TO FOREIGN INVESTMENT

PROVISIONAL REGULATION ON INVESTMENT IN CINEMAS BY FOREIGN INVESTORS

OPINIONS OF THE CHINA SECURITIES REGULATORY COMMISSION ABOUT TIGHTENING SEVERAL INTERNAL CONTROL MEASURES FOR THE BUSINESS DEPARTMENTS OF SECURITIES COMPANIES

PROVISIONS OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON IMPLEMENTING THE RULES OF ORIGIN FOR THE CHINA-ASEAN FREE TRADE ZONE UNDER THE FRAMEWORK AGREEMENT ON COMPREHENSIVE ECONOMIC COOPERATION BETWEEN CHINA AND ASEAN

PROMOTION OF CLEANER PRODUCTION LAW

INTERIM MEASURES ON THE MANAGEMENT OF FOREIGN DEBTS

CONSTITUTION ACT, 1982 – page 22

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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