REGULATION ON THE CUSTOMS’ PROTECTION OF INTELLECTUAL PROPERTY RIGHT

Regulation of the PRC on the Customs’ Protection of Intellectual Property Right

CHAPTER I GENERAL PRINCIPLE CHAPTER II RECORD CHAPTER III APPLICATION CHAPTER IV PROCEDURE FOR INVESTIGATION AND PUNISHMENT CHAPTER
V LEGAL RESPONSIBILITY CHAPTER VI ATTACHMENT

Article 1 This regulation is formulated in accordance with concerned laws of the People’s Republic of China, in order to enforce the customs’
Protection of intellectual property right, promote exchange of foreign economy, trade, technology and culture, safeguard social public
interests.

Article 2 This regulation is applicable to intellectual property including copyright, patent and the right to exclusive use of Trade Marks,
which is relating to imported or exported goods and protected by the laws and administrative regulations of the people’s Republic
of China.

Article 3 Import or export of the goods is forbidden, as long as they infringe the intellectual property right protected by the laws and administrative
regulations of the people’s Republic of China (called infringing goods for short following).

Article 4 The customs of the People’s Republic of China enforce the protection of the intellectual property right relating to imported or exported
goods, exercise concerned power stimulated by the customs law of the People’s Republic of China.

Article 5 Consignees of imported goods or consigners of exported goods and their agent (called consignees or consigners by a joint name following)
shall declare honestly to the Customs the state of intellectual property relating to imported or exported goods and submit concerned
documents for verifying.

Article 6 If intellectual property right owners and their agents (called intellectual property owners by a joint name following) require the
customs to enforce the protection of their intellectual property relating to imported or exported goods, they shall report their
intellectual property right to the Customs for the record and file an application with the Customs to take protection measures when
they consider it necessary.

Article 7 When the Customs enforce the protection of intellectual property right, they shall keep the trade secrets of concerned parties.

Article 8 Intellectual property right owners shall submit written applications to the Customs when they apply for the records of the Customs’
protection of intellectual property right.

The application shall include:

(1) The name or the surname and personal name, registration place or nationality, domicile, legal representative and principal business
place of intellectual property owners.

(2) Registrative number, content and period of validity of registered trademark, number, content and period of validity of patent
of concerned content of copyright.

(3) Name and place of production of the goods relating to intellectual property.

(4) Persons authorized or licensed to use the intellectual property.

(5) The circumstances of principal importing or exporting customs, importer or exporter, principal features, prices of the goods relating
to intellectual property.

(6) The circumstances of the producer, importer or exporter, principal importing or exporting customs principal features, prices of
the known infringing goods.

(7) Other circumstances that the Customs General considers necessary to illustrate.

When the application is submitted, following documents shall be enclosed:

(1) Copy of identification card, transcript of registration certificate or copy attested by registration organs of intellectual property
owner.

(2) Copy of registration certificate of registered trademark, copy of announcement of transfer of registered trademark approved by
Trademark Bureau or use of trademark license contract entered in the records of Trademark Bureau, copy of patent certificate, transcript
of transfer of patent contract registered and announced by Patent Bureau, copy of use of patent license contract or certificate or
proof of copyright.

(3) Other documents that the Customs General consider necessary to be enclosed.

Article 9 The Customs shall notice the applicant whether the application is admitted to enter in the records within thirty days after receiving
all of the applying documents. If the Customs admit the record, they shall give record certificate of the customs’ protection of
intellectual property; If not, they should illustrate the reasons.

Article 10 The period of validity of the Customs’ protection of intellectual property right shall be seven years, counted from the day the record
is admitted by the Customs General.

Subject to the validity of intellectual property, intellectual property owner may apply for a renewal of record within six months
before the period of validity of the record the customs’ protection of intellectual property right expires. The period of validity
for each renewal of record shall be seven years.

The record of the customs’ protection of intellectual property right shall be invalid of no application for renewal has been filed
before the period of validity of the record of the customs’ protection of intellectual property expires or the legal protection period
of the right to exclusive use of trademark, patent or copyright expires.

Article 11 If the circumstances of the recorded intellectual property have changed, the intellectual property owner shall go through the formalities
of the change or cancel of record within ten days after the day when the authorities of intellectual authorities approve the change.

Article 12 Intellectual property right owners who have entered in the record of the Customs may submit to the Customs located in importing or
exporting place the application to take protection measures of intellectual property right when they find that the goods which are
suspected of infringing is to enter or leave the country.

Article 13 One shall submit written application of he require the customs to take protection measures of intellectual property.

The application shall include:

(1) Name of the intellectual property applied for protection, number of the Customs’ record.

(2) Name of the suspected infringer domicile legal representative, principal business place.

(3) Circumstances of the name, size of the suspected infringing goods.

(4) Circumstances of the port time, conveyance and consignee or consignor.

(5) concerned infringing proof.

(6) Measures the applicant requires the Customs to take.

(7) Other circumstances that the Customs consider necessary to submit.

Article 14 If the applicant requires the Customs to detain the suspected infringing goods, the applicant should submit guarantees equal to C.I.F.
of imported goods or F.O.B. of exported goods.

Article 15 If the intellectual property owner who requires the Customs to take protection measures of the intellectual property right hasn’t
enter in the records of the Customs General, he shall go through the formalities of the record of intellectual property in accordance
with Article 8 of these regulations when he applies with the customs.

Article 16 If the application isn’t in conformity with the relevant provisions of this chapter, the Customs will not accept it.

CHAPTER IV PROCEDURE FOR INVESTIGATION AND PUNISHMENT

Article 17

17. 1 If Customs, upon the petition of trademark or patent holder, decides to seize goods suspected of infringing the trademark or
patent, Customs must file a Customs Detaining Receipt and serve it on either the consignee or consignor of the goods and also notify
the petitioner in writing.

17. 2 The consignee or consignor of the seized goods has seven (7) days from the date of being served the Customs Detaining Receipt
to raise an objection to the customs seizure. The objection must be submitted in writing and explain the reasons they feel that their
goods do not violate any intellectual property rights. If no objection is filed within this seven (7) day period, the Customs Department
may conduct an investigation and depending on the outcome of the investigation, is enpost_titled to treat the seized goods as violating
a trademark or patent and deal with the goods accordingly. If the consignee or consignor submits an objection, Customs must immediately
notify the petitioner in writing that an objection has been made.

17. 3 The petitioner has fifteen (15) days from the date the written notification from the Customs Department is served, (as per Article
17. 1), to apply to the appropriate agency to deal with and commence an intellectual property infringement action in the People’s
Court.

Article 18

18. 1 Customs has the right to detain goods suspected of infringing intellectual property rights registered with them. If goods are
detained, the Customs Department must serve either the consignee or consignor with a Customs Detaining Receipt and also notify the
intellectual property owner in writing. If the intellectual property owner submits a written petition for intellectual property protection
within three (3) days following the Customs Department’s written notification of the detained goods, the matter will be handled in
accordance with Article 17 of this regulation.

Article 19

19. 1 A consignee or consignor of detained goods who maintains that his goods do not infringe any intellectual property rights, may
apply for clearance of the goods. A bailment bond in the amount equal to two (2) times the CIA import value of the goods or two (2)
times the FOB export value of the goods.

Article 20

20. 1 If Customs detains goods suspected of violating intellectual property rights under the procedure described in Articles 17

MEASURES FOR THE HANDLING OF INCOME TAXES IN THE DEBT RESTRUCTURING OF ENTERPRISES

The State Administration of Taxation

Measures for the Handling of Income Taxes in the Debt Restructuring of Enterprises

Decree [2003] No.6 of State Administration of Taxation

January 23, 2003

Article 1

In order to strengthen the administration of income tax in the debt restructuring of enterprises, and to prevent the loss of tax revenue,
these Measures are enacted in accordance with the Provisional Regulations of the People’s Republic of China on Enterprise Income
Tax and the implementation rules thereof.

Article 2

Debt restructuring as used in these Measures refers to all the mattes involving modification of debt terms between the creditor (enterprise)
and the debtor (enterprise).

Article 3

Debt restructuring can be done in any or all of the following methods:

Paying off the debts by cash lower than the assessable cost of the debts;

Paying off the debts by non-cash assets;

Transferring the debts to capital, including debt-equity swap of state-owned enterprises;

Modifying other debt terms, such as extending the repayment period, extending the repayment period and collecting extra interests,
extending the repayment period and reducing the capital or interest of the debts etc;

Mixed restructuring by combining two or more of the aforesaid methods.

Article 4

Where the debtor (enterprise) pays off the debts by non-cash assets, except that the enterprise is restructured or there are otherwise
liquidation provisions, the handling of income tax shall be divided into two economic operations, namely, the transferring of the
non-cash assets at fair value, and the paying off of debts with the amount equivalent to the fair value of the non-cash assets. The
debtor (enterprise) shall confirm the transfer income (or loss) of the relevant assets; for the non-assets acquired by the creditor
(enterprise), the assessable cost shall be determined according to the fair value of the relevant assets (including the taxes relating
to the transfer of assets), and thus to calculate the expenses for depreciation of fixed assets, the expenses for amortization of
intangible assets or the sale cost carried forward etc that shall be deducted before payment of the enterprise income tax.

Article 5

In the debt restructuring of transferring debts to capital, except that the enterprise is restructured or there are otherwise liquidation
provisions, the debtor (enterprise) shall confirm the balance between the book value of the restructured debts and the fair value
of the equity enjoyed by the creditor for giving up the creditor’s rights as the income of debts restructuring, and include that
income in the taxable income of the current period. The creditor (enterprise) shall confirm the fair value of the equity it enjoyed
as the assessable cost of the investment.

Article 6

In the debt restructuring in which the creditor’s concessions to the debtor include paying off the debts by cash or non-cash assets
lower than the assessable cost of the debts etc, the debtor shall confirm the balance between the assessable cost of the restructured
debts and the amount of the cash paid or the fair value of the non-cash assets as the income of debt restructuring, and include that
income in the taxable income of the current period. The creditor shall confirm the balance between the assessable cost of the restructured
debts and the cash or fair value of the non-cash assets received as the loss of debt restructuring of the current period to offset
the taxable income.

Article 7

In the debt restructuring by modifying other debt terms, the debtor shall write down the assessable cost of the restructured debts
to future payable amount, and the amount written down shall be confirmed as the income of debt restructuring of the current period.
The creditor shall write down the assessable cost of the credits to future receivable amount, and the amount written down shall be
confirmed as the loss of debt restructuring of the current period.

Article 8

If an enterprise’s income of asset transfer or of debt restructuring confirmed as a result of paying off debts by non-case assets
or of the creditor’s concessions is of considerably large amount, and it is really difficult to pay the tax once-off, the tax may
be evenly included in the payable income of each year within a period no longer than 5 tax years.

Article 9

In debt restructuring between associated parties that include such concession terms as one party shall transfer profits to the other
party, if there are reasonable business needs and any of the following conditions is met, the tax may be handled respectively pursuant
to Articles 4 to 8 of these Measures upon approval of the tax authorities:

As supported by a court ruling;

There is an agreement of consent all of the creditors;

In case of approved debt-equity swap of state-owned enterprise.

Article 10

If the debt restructuring including concession terms between associated parties is not in conformity with the conditions provided
in Article 9 of these Measures, the creditor may not, as a general principle, confirm the concession as restructuring loss, but
as donation, and the debtor shall confirm the donation income. If the debtor is a shareholder of the creditor, the concession of
the creditor shall be assumed as the distribution to the shareholders by the enterprise, and be handled according to Item 2) of Article
1 of the Notice of the State Administration of Taxation on Several Issues of Income Tax on Equity Investment of Enterprises (GuoShuiFa
[2002] No.118).

Article 11

The fair value as used in these Measures refers to the fair purchase value of the transactions between independent enterprises.

Article 12

These Measures shall enter into force on March 1, 2003.

The State Administration of Taxation
2003-01-23

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON IMPROVING THE ADMINISTRATION OF FOREIGN EXCHANGE IN FOREIGN DIRECT INVESTMENTS

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Improving the Administration of Foreign Exchange in Foreign Direct Investments

HuiFa [2003] No.30

March 3, 2003

Branches and foreign exchange administration departments under the State Administration of Foreign Exchange in provinces, autonomous
regions and municipalities directly under the Central Government, and branch administrations of Shenzhen, Dalian, Qingdao, Xiamen,
Ningbo; and headquarters of Chinese-capital designated banks of foreign exchange:

In order to adapt to the new international investment trend, introduce overseas investments through multiple channels, continuously
perfect the administration on foreign exchanges in foreign investments and further improve the environment for foreign investments,
some issues concerning the administration of foreign exchange in foreign direct investments is hereby circularized:

Administration of the Accounts of and Capital Contributions by Foreign Investors

A foreign investor who makes direct investment or engages in activities relevant to direct investment in China without establishing
enterprise with foreign investment in China may apply to the administration of foreign exchange in the locality of the project to
open a special foreign investor’s foreign exchange account in the name of the investor. A foreign investor is permitted to open only
one special foreign exchange account of multiple currencies at a bank except for otherwise approved by administration of foreign
exchange. This kind of accounts shall be classified into following four categories based on the uses:

(1)

Investment accounts. After obtaining non-legal person business license, foreign investors who engage in construction contracting,
joint exploration, development and exploitation of natural resources or venture capital investment may apply to open investment accounts
to deposit foreign exchange funds relevant to payment therefor.

(2)

Acquisition accounts. Foreign investors who plan to establish enterprises with foreign investment in China may, if it is necessary
to purchase land use right and attached real properties thereon, machinery and equipment or other assets in China at initial stage,
apply to open the acquisition accounts after the asset purchase contracts come into force, in order for depositing funds for paying
for acquisition.

(3)

Expense accounts. Foreign investors who plan to establish enterprises with foreign investment in China may, if it is necessary to
conduct market research, planning and preparatory works for establishment of institutions in China at initial stage, open the expense
account upon obtaining the notice for advance examination and approval of the company name from the administrations of industry and
commerce, in order for depositing foreign exchange funds for payments.

(4)

Security accounts. Prior to making investments in China, if the foreign investors are required to provide to domestic institutions
security funds in accordance with relevant stipulations and contract provisions, they may apply to open security fund accounts within
the time period prescribed by the contracts in order to deposit and pay foreign exchange security funds. In applying to open special
foreign exchange accounts, the foreign investors shall provide to the administrations of foreign exchange documents certifying the
truthfulness and legality of the investments, and the administrations of foreign exchange shall decide upper limits on the amounts
at the relevant accounts, the extended deposit duration and scope of settlements, etc. and shall conduct routine supervision (see
Attachment 1). Funds to the special foreign exchange accounts of the foreign investors shall be input in the form of exchange instead
of cash deposit. Settlements and transfers of funds in the accounts shall be verified by the administrations of foreign exchange
on a case-by-case basis (see Attachment 2 and 3). Where a foreign investor has established an enterprise with foreign investment
in China, any balance remained in the special foreign exchange account in the form of acquisition, expense and security accounts
may be transferred to the capital account of the enterprise. On strength of relevant approval documents issued by the administration
of foreign exchange, funds settled and transferred under the above accounts shall be regarded as the capital contribution of the
foreign investor and capital verification may be conducted accordingly. Where the foreign investor has not established an enterprise
with foreign investment in China, the foreign investor may go through the procedures for sales/purchases of foreign exchange in respect
of the balance and remit it abroad on strength of relevant approval documents issued by the administration of foreign exchange.

Where foreign investors make capital contributions to enterprises with foreign investment in China from funds in offshore accounts
opened with banks authorized by People’s Bank of China to conduct offshore businesses, the transfers of foreign exchange funds from
offshore accounts to the capital accounts of the enterprises in China shall not require approvals of administration of foreign exchange.
However, when the enterprises with foreign investment go through the procedures for capital verification inquiry, the banks receiving
the remittances shall mark with “offshore funds” in the response letter to the inquiry letter in respect of the funds. Where a foreign
investor makes capital contribution to an enterprise with foreign investment from non-resident individual exchange account opened
at a bank in China, the administration of foreign exchange shall issue relevant approval documents (see Attachment 4) on foreign
exchange businesses under capital items after verifying relevant submitted documents inerrant. Based on the approval documents, the
bank shall carry out transfer of the fund from the non-resident individual exchange account to the capital account of enterprise
with foreign investment in China, and the enterprise shall go through the procedures of capital verification as well as registration
of foreign investment/exchange. Upon obtaining consent from the State Administration of Foreign Exchange, a branch with large business
volume may grant the power of examination and approval on transfer of the above funds to designated foreign exchange banks that shall
perform relevant duties such as examination, statistics, supervision and report for the record etc. Designated foreign exchange banks
authorized with the above power shall implement strict internal control system and shall have been no record of grossly violating
foreign exchange regulations in latest three years. When the enterprise with foreign investment go through the capital verification
inquiry procedures, the bank receiving the fund shall mark with “non-resident individual transfer in China” in the response letter
to the inquiry letter in respect of the fund.

In addition to making capital contributions in a way of freely convertible currencies, imported equipments and other material items,
intangible properties and RMB-denominated profits etc., foreign investors may contribute to the registered capitals of enterprises
with foreign investment in the following ways with approval from administrations of foreign exchange:

(1)

The enterprises with foreign investment increase the enterprise capitals by transferring the development funds and reserve funds
(or capital public reserves and surplus reserves) etc. into the registered capitals;

(2)

The enterprises with foreign investment increase the enterprise capitals by transferring their unallocated profits, dividends payable
and interests accrued therefrom etc. to registered capitals;

(3)

The enterprises with foreign investment increase capitals by transferring of the principals and current interests of registered foreign
debts of the foreign parties into registered capitals; or

(4)

The foreign investors make reinvestments in the way of properties gained through early recouped investments or assets derived from
liquidation, stock equity transfer or reduction of registered capitals from enterprises with foreign investment in which they have
invested. Where the foreign investors make capital contributions in any of the above ways, the administrations of foreign exchange
shall issue relevant approval documents (see Attachment 5 and 6) on foreign exchange businesses under capital item after verifying
relevant submitted documents and their authentications. Based on the approval documents, the banks shall carry out relevant transfers
of the funds in China, and the enterprises shall go through the procedures for capital verification inquiry as well as registrations
of foreign investments and foreign exchanges.

Where foreign investors and investment-type enterprises with foreign investment acquire stock equities of domestic enterprises, they
shall pay considerations (i.e. the prices paid by foreign parties to Chinese parties for buying the stock equities of the latter
which may be in form of foreign exchange funds owned by the foreign investors and investment-type enterprises with foreign investment,
RMB-denominated profits from other enterprises with foreign investment in which they have invested and other assets legally obtained)
for purchases of the stock equities in accordance with the provisions of laws, regulations and stipulations of transfer contracts
reached between the two parties, and make foreign investments and foreign exchange registrations on receipt of foreign exchange for
equity transfers with the administrations of foreign exchange at the localities of the transferors by themselves or by the transferors
under their authorizations. Where payment of considerations of equity purchases are made in a lump sum, the foreign investment and
foreign exchange registrations in respect of the proceeds earned through the transfers shall be made within 5 days of receipt of
the considerations and where payments thereof is made by installments, foreign investment and foreign exchange registrations shall
be made in respect of each of the installments within 5 days of receipt of each installment. Before foreign investors have paid in
full the considerations for share transfers, their ownership equity in the acquired enterprises shall be fixed in accordance with
the ratio that has actually been paid and foreign exchange businesses such as stock equity transfers, reduction of registered capitals,
liquidation and profit remittances shall be handled accordingly. The administrations of foreign exchange shall handle foreign investment
and foreign exchange registrations on receipt of foreign exchange for equity transfers and shall issue relevant certificates (see
Attachment 7) after verifying relevant documents submitted by foreign investors and their authentications. The certificates on foreign
investments and foreign exchange registrations on receipt of foreign exchange for equity transfers are valid documents certifying
that the considerations payable by foreign parties for stock equity transfers have been received, and they shall also serve as important
bases for the acquired enterprises to make foreign investment and foreign exchange registrations. All Branches and Foreign Exchange
Administration Offices shall summarize and report to the State Administration on monthly basis the data on foreign investments and
foreign exchange registrations on receipt of foreign exchange for equity transfers (including number and amount registered) and the
data on inflow of other types of foreign investments in the form of Report on Foreign Investment and Foreign Exchange Registration
(see Attachment 8) as newly issued. The former form o the Report on Foreign Investment and Foreign Exchange Registration shall cease
to be used from the date of entering into force of the Circular.

Where non-investment type enterprises with foreign investment establish enterprises or acquire enterprises in China in accordance
with Interim Provisions on Investments in China by Enterprises with Foreign Investment promulgated jointly by the Ministry of Economic
and Trade Cooperation and the State Administration for Industry and Commerce, the invested enterprises with no foreign capitals are
permitted exempt from going through the procedures for foreign investment and foreign exchange registration and capital verification
and request for certificate for foreign exchange. The administration of foreign exchange shall on strength of Enterprise Legal Person
Business License, which has been issued by the administrations of industry and commerce to the invested enterprise and which is marked
with “with investment from enterprise with foreign investment”, treat the invested enterprise as an enterprise with foreign investment
in its raising of funds from abroad. The administrations of foreign exchange shall not approve transfers of foreign exchange funds
within China between the non-investment type enterprises with foreign investment and the enterprises they invested, and between different
enterprises invested by the non-investment type enterprises. In case of special circumstances in which this type of transfer within
China is necessarily required, the branches and the foreign exchange administration departments shall report to the State Administration.

A domestic enterprise to which the ratio of foreign investor’s capital contribution is below 25% shall complete foreign exchange registration
of enterprise with foreign investment and go through the procedures for verification inquiry as well as foreign investment and foreign
exchange registration in accordance with relevant provisions on strength of an approval certificate for enterprise with foreign investment
which is issued by foreign economic and trade department and is mark with “ratio of foreign investment below 25%” as well as a foreign
investment business license issued by department in charge of administration of industry and commerce and marked with “ratio of foreign
investment below 25%”.

II.

Capital Verification Inquiry and Foreign Investment and Foreign Exchange Registration The capital verification inquiries of enterprise
with foreign investment and foreign investment and foreign exchange registrations shall be handled in accordance with the following
principles:

In establishing enterprise with foreign investment, if the foreign exchange capital contributed by a foreign investor exceeds the
upper limit of the capital account of the enterprise, once such excess is no more than 1% of the upper limit and no more than $10,000
US equivalent in absolute value, the administration of foreign exchange shall handle the capital verification inquiry as well as
foreign investment and foreign exchange registration based on the actual amount contributed. If the amount of foreign exchange contributed
to the enterprise for stock equity participation is in excess of the sum reached by multiplying its ratio of equity with the amount
of registered capital of the enterprise due to appreciation of the enterprise’s capital, the excess shall be included into the upper
limit of the capital account of the enterprise. The principle set forth in the above paragraph shall still apply to the entry of
foreign exchange fund in excess of the limit.

Where a foreign investor who contributes investment in tangible assets the enterprise with foreign investment entrusts an accounting
firm to make inquiry with administration of foreign exchange, if there is inconsistency between the value of such assets as appraised
by an appraisal institution under the commodities inspection administration and the value declared in the Customs Declaration when
importing such assets, the administration of foreign exchange shall adopt the value as appraised by the former for the purpose of
capital verification inquiry and foreign investment and foreign exchange registration.

Where a foreign investor who contributes only intangible assets to an enterprise with foreign investment entrusts an accounting firm
to make inquiry with administration of foreign exchange, it shall list the contributed intangible assets in the Schedule attached
to the Letter of Inquiry on Foreign Party’s Capital Contribution, based on which the administration of foreign exchange shall make
foreign investment and foreign exchange registration for the contribution of the intangible assets and shall indicate in the Response
Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution that “the intangible assets of the foreign party has been
registered with the number of registration XXXX. This letter is only valid for certificating that it has been registered.”

Where a foreign investor makes investment or equity participation at a premium, or where the value of in-kind contribution made by
the foreign investor is appraised at a value higher than the declared value to the Customs, or where due to fluctuation of exchange
rate or other similar causes, the actual amount contributed to the enterprise with foreign investment exceeds the amount of registered
capital of the enterprise with foreign investment, the administration of foreign exchange shall register the registered capital of
the enterprise as well as its actual amount of contribution due to the premium.

Where the enterprise that “processes raw documents on clients’ demands, assembles parts for the clients and process according to the
clients’ samples or engages in compensation trade” who intends to transform into enterprise with foreign investment entrusts accounting
firms to make inquiry with administration of foreign exchange, it shall submit relevant documents to the administration of foreign
exchange, and after examination and confirmation that the equipment to be invested for the transformation is imported goods for which
payment abroad has not been made, the administration of foreign exchange shall issue Response Letter to the Letter of Inquiry on
Foreign Party’s Capital Contribution in accordance with the value specified in the appraisal report on value of commodities and make
foreign investment and foreign exchange registration(see Attachment 9).

Where the name of the foreign investor to a enterprise with foreign investment is inconsistent with the name of the overseas payer
who made payment for the investment, the administration of foreign exchange shall handle capital verification inquiry and make foreign
investment and foreign exchange registration for it but indicate that “there is inconsistency between the payer and the investor”
in the Response Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution.

For easy queries from different localities, the administration of foreign exchange shall indicate the names of relevant contract persons
and their telephone numbers when issuing approval documents for capital item foreign exchange business to enterprises with foreign
investment.

Where any designated foreign exchange bank is found to open accounts for enterprises without permission, making entry of capital in
excess of limits etc in violation of provisions on account administration, the administration of foreign exchange shall impose sanctions
on it in accordance with provisions of Provisions of Administration of Domestic Foreign Exchange Account. Where any enterprise is
found to forge or alter documents or documents such as approval documents for capital item foreign exchange business, letters of
response that administration of foreign exchange issues for designated foreign exchange banks, Customs declaration for imported goods
etc., the administration of foreign exchange shall transfer such case to judicial organs for handling. If it is found that the accounting
firm failed to make capital verification inquiry or the inquiry is made incompliant with prescribed procedures after it issues the
capital verification report to enterprises, the administration of foreign exchange shall order such accounting firm to go through
the capital verification inquiry procedures as remedial measures and notify its violation to the association of certified public
accountants of its locality. No further inquiries from such accounting firm shall be accepted before the association of certified
public accountants of its locality makes formal punishment decision to it. The Branches and Foreign Exchange Administration Offices
shall report the names of the accounting firms that acted in violation of regulations again after having been punished to the State
Administration who shall announce the names at the website of the State Administration of Foreign Exchange and other media and shall
make recommendations to enterprises to be prudent in their choice of accounting firms. In the course of going through capital verification
inquiry procedures as remedial measures by accounting firms failed to make the inquiry or the inquiry was made not in compliance
with prescribed procedures, if it is found that the capital verification report issued by it is a false verification report, the
administration of foreign exchange shall transfer the case to judicial organs to handle and shall notify the administration of industry
and commerce at its locality.

III.

Administration of Registered Capital Reduction of Enterprise with Foreign Investment and Adjustment to Some Administration Business

Where a foreign investor’s capital contribution to a enterprise with foreign investment is reduced, which involves sale/purchase of
foreign exchange, the administration of foreign exchange shall issue approval document for foreign exchange business under capital
item (see Attachment 10) after examination on relevant documents submitted by the enterprise, based on which the foreign investor
shall go through the procedures of the purchase, payment and remittance abroad of exchanges in respect of the reduced capital. Where
the reduction is for the purpose of reducing losses on the accounting books of the enterprise with foreign investment, or that the
amount reduced is the unpaid capital contribution of the foreign investor, the administration of foreign exchange shall not grant
approval to the foreign investor to re-invest such amount in China or to pay the amount out of china by the enterprise with foreign
investment.

The mechanism of paid-up capital prescribed by Company Law of the People’s Republic of China shall apply to the capital contributions
to be made by foreign parties in companies limited-by-shares with foreign investment and fund management companies with foreign participations.
When companies falling into the two categories makes application to administration of foreign exchange to open enterprise with foreign
investment capital account, they do not need to present the enterprise legal person business licenses for enterprises with foreign
investment issued by the administration of industry and commerce. By presenting respective approval certificates for companies limited-by-shares
with foreign investment issued by foreign economic and trade department, the enterprise with foreign investment approval certificate
issued by foreign economic and trade department and approval for commencement of business issued by CSRC, the company limited-by-shares
with foreign investment and fund management company with foreign participation may go through relevant procedures. Relevant provisions
on documents to be provided by companies falling into the above two categories for establishment of capital accounts and making enterprise
with foreign investment foreign exchange registrations shall still be implemented.

During the course of handling foreign exchange business, if the administration of foreign exchange needs to examine capital verification
report of the enterprise with foreign investment, the Response Letter to the Letter of Inquiry on Foreign Party’s Capital Contribution
shall be examined simultaneously in the case that capital verification report is issued after May 1, 2002. If auditing report of
enterprise with foreign investment needs to be examined in the course of handling foreign exchange business, the administration of
foreign exchange shall simultaneously examine the Foreign Exchange Balance Sheet of the enterprise with foreign investment in the
case that the auditing report is issued after the year of 2002.

In order to further improve the efficiency in supervision on capital settlement and facilitate the operation of investment capital
by enterprises, the documents required to be examined by banks in accordance with operating procedures to be followed by authorized
banks in settlement of capital in foreign exchange which is stipulated in the Circular of State Administration of Foreign Exchange
Concerning Reform on Ways of Management of Settlement of Capital by Foreign Investment (HuiFa [2002] No. 59) shall be simplified
into the following three ones:

(1)

A written application of the enterprise, indicating the account number of the capital account of the enterprise, situation of capital
entry, currency for settlement, amount and usage etc.);

(2)

The Foreign Exchange Registration Certificate;

(3)

Other supplementary documents required in light of the circumstances. Other examination requirements shall as usual be in accordance
with relevant provisions of the Circular of State Administration of Foreign Exchange Concerning Reform on Ways of Management of Settlement
of Capital by Foreign Investment (HuiFa [2002] No. 59) and the operating procedures.

Where a Chinese-foreign cooperative enterprise pays in form of depreciation of fixed assets or amortization of intangible assets to
the foreign party for early recouping of its investment amount (including fixed returns), the examination on “guarantee letter” provided
in Operating Procedures for Management of Foreign Exchange Business under Capital Item (HuiFa [2001] No. 38) is hereby amended as
follows:

(1)

If the Chinese-foreign cooperative enterprise has outstanding debts (bank loan or shareholder’s loan from foreign investor), the
foreign investor shall provide guarantee letter in corresponding amount from a foreign-invested financial institution in China;

(2)

If the outstanding debt of the Chinese-foreign cooperative enterprise is shareholder’s loan provided by foreign investor, a guarantee
letter issued by the foreign investor stating that it unconditionally undertakes joint and severally liability with the contractual
joint venture may be in lieu of the above letter of guarantee issued by the financial institutions.

(3)

If the Chinese-foreign cooperative enterprise has no debts, no letter of guarantee shall be provided by the foreign investor. Other
examination requirements shall as usual be in accordance with relevant provisions of the Operating procedures for Administration
of Foreign Exchange Business under Capital Item.

IV.

Othe Matters

The term “administration of foreign exchange ” mentioned in this Circular refers to the State Administration of Foreign Exchange,
various branches, foreign exchange administration departments and Sub-branches within their jurisdictions.

All branches and foreign exchange administration departments are required to transmit the following parts involving bank operations
to the designated foreign exchange banks within their jurisdiction:

(1)

Article 1 , 2 and 3 of Part I, Administration of the Accounts of and Capital Contributions by Foreign Investors, as well as Attachments
1 to 6 of this Circular;

(2)

Article 1 and Paragraph 1, Article 8 of Part II, Capital Verification Inquiry and Foreign Investment and Foreign Exchange Registration;
and

(3)

Article 4 of Part III, Administration of Registered Capital Reduction of Enterprise with Foreign Investment and Adjustment to Some
Administration Business.

This Circular shall enter into force as of April 1, 2003. If there is any question in the implementation, please contact the Capital
Item Administration Department of the State Administration of Foreign Exchange through the telephone number 010-68402254.

Attachments:

1. Examination and approval on open, alteration and cancellation of foreign investor’s special foreign exchange account(omitted);

2. Examination and approval on settlement of funds in foreign investor’s special foreign exchange account (four categories in all)
(omitted);

3. Examination and approval on transfer of funds from foreign investor’s special foreign exchange account (four categories in all)
to enterprise with foreign investment’s capital in China (omitted);

4. Examination and approval on transfer of foreign exchange funds from non-resident individual exchange account opened with banks
in China by foreign investors to capital account of enterprise with foreign investment (omitted);

5. Examination and approval on transferring of development fund, reserve fund (or capital public reserve and surplus reserve), unallocated
profits, dividends payable and interests accrued therefrom, principal and accrued interest of registered foreign debt of the foreign
parties etc. into registered capital of the enterprise (omitted);

6. Examination and approval on reinvestment to be made by foreign investors by property gained through early recouped investment or
assets derived from liquidation, stock equity transfer or reduction of registered capital from enterprise with foreign investment
in which they have invested (omitted);

7. Registration on foreign investment and foreign exchange in respect of proceeds of foreign exchange paid as consideration by foreign
investors for purchase stock equity of Chinese party (omitted);

8. Report on foreign investment and foreign exchange registration in the region on yearly and monthly basis (form) (omitted);

9. Examination and approval on capital verification inquiry and Examination and approval on for the enterprises that “process raw
documents on clients’ demands, assemble parts for the clients and process according to the clients’ samples or engage in compensation
trade” who intends to transform into enterprise with foreign investment (omitted);

10. Examination and approval on reduction of registered capital by foreign parties in the enterprise with foreign investment (omitted).

The State Administration of Foreign Exchange
2003-03-03

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING ADMINISTRATION OF FOREIGN EXCHANGE OF FUND MANAGEMENT COMPANIES WITH FOREIGN SHARES

Circular of the State Administration of Foreign Exchange Concerning Administration of Foreign Exchange of Fund Management Companies
with Foreign Shares

HuiFa [2003] No.44
March 29, 2003

For the purpose of regulating the administration on foreign exchange of fund management companies with foreign shares, this Circular
is hereby issued to you concerning administration of foreign exchange of the fund management companies with foreign shares:

“Fund management companies with foreign shares” mentioned in this Circular shall include the fund management companies which corporate
form are changed through acquirement by transfer of or through subscribing stock equity of a domestic fund management company by
foreign shareholders, or the fund management companies established through joint capital contribution by foreign shareholders and
domestic shareholders.

II.

No fund management company with foreign shares shall open foreign exchange account before obtaining approval from the China Securities
Regulatory Commission (hereinafter referred to as the “CSRC”) for granting commencement of its business.

(I)

Where the CSRC has granted approval for commencement of business to a fund management company established through joint capital contribution
by domestic shareholders and foreign shareholders, the company may apply to local administration of foreign exchange for opening
foreign exchange capital account at a domestic designated bank of foreign exchange by presenting the following documents and materials:

A written application to open account;

Joint venture agreement/contract;

The approval document from the CSRC for granting commencement of its business.

The Approval Certificate of Foreign Investment Enterprise issued by the foreign economic and trade department;

The Notice for Advance Examination and Approval of an Enterprise Name issued by the administration of industry and commerce of the
State; and

Other documents and materials required by the Administration of Foreign Exchange.

(II)

A fund management company with foreign shares which corporate nature has been changed through subscribing the stock equity of an already
established domestic fund management company by foreign shareholders may apply to local administration of foreign exchange to open
foreign exchange capital account at a domestic-designated foreign exchange bank by presenting the necessary documents including subscription
agreement/contract, approval documents of CSRC and approval certificate of foreign economic and trade department.

III.

Verification on input of capital fund from foreign shareholders into a fund management company with foreign shares shall be conducted
in accordance with this Circular of Ministry of Finance and the State Administration of Foreign Exchange on Further Strengthening
Capital Verifications on Enterprises with Foreign Investment and on Improving the System of Foreign Investment and Foreign Exchange
Registration (CaiKuai [2002] No.1017).

IV.

The scope of income for a foreign exchange capital account of the fund management company with foreign shares shall be the capital
contribution remitted by foreign shareholders. The scope of expenditure shall be payment under current account and other foreign
exchange payments approved by the administration of foreign exchange.

In case a fund management company with foreign shares needs to settle the exchange at the foreign exchange capital account, it shall
make application to the local administration of foreign exchange by presenting the following documents and materials, and handle
settlement procedures at a designated foreign exchange bank based on approval documents of the administration of foreign exchange:

(I)

A written application for settlement;

(II)

Vouchers representing usage of the settled fund or description of the same;

(III)

Bank statements of the foreign exchange capital account in current period of the company; and

(IV)

Other documents required by the administration of foreign exchange.

VI.

In the case a fund management with foreign shares needs to pay profits to foreign shareholders, it shall make applications to the
administration of foreign exchange at its locality by presenting the following documents and materials, and handle purchase and payment
of exchange procedures at designated foreign exchange bank on basis of approval documents of the administration of foreign exchange:

(I)

A written application for purchase and payment of exchange;

(II)

Tax payment receipt and tax declarations form;

(III)

Auditing report issued by an accounting firm on profits and profits distribution at the year of realization of profit of the company;

(IV)

Resolution passed by the board of directors of the company on profit distribution;

(V)

Bank statements of the foreign exchange capital account in current period of the company.

(VI)

Other materials required by the administration of foreign exchange.

ithin four months after the expiry of each fiscal year, the fund management with foreign shares that fails to purchase and remit outside
country the exchanges to pay profits to foreign shareholders due in that year shall report to the administration of foreign exchange
for record. The record documents of the administration of foreign exchange shall be the necessary document for purchase or remittance
of profits to foreign shareholders thereafter.

VII.

Where the corporate nature is changed through stock transfer from a domestic fund management company to foreign shareholders, such
fund management company shall report to the administration of foreign exchange for record at its locality within five working days
after obtaining formal approval documents from the CSRC. Where the transferor is a domestic organization, it shall make application
to the administration of foreign exchange at its locality, within five working days after receiving the foreign exchanges from the
transferee, and present the documents including written application, transfer agreement, approval document of the CSRC and approval
certificate of foreign economic and trade department.

VIII.

Where transfer of stock equity of a fund management company with foreign shares is approved by CSRC and foreign economic and trade
department, it shall report to the administration of foreign exchange at its locality record within five working days of obtaining
approval documents from the foreign economic and trade department. Where stock equity is transferred from foreign shareholders to
domestic organizations and the transferee needs to pay to the foreign investor for the transfer, it shall apply to the administration
of foreign exchange at its locality for approval of purchase and payment of exchange by presenting the following documents and materials:

(I)

A written application for purchase and payment of exchange;

(II)

The stock equity transfer agreement;

(III)

Approval documents from the CSRC and foreign economic and trade department granting approval to the transfer;

(IV)

Bank statements on all foreign exchange account of the transferee;

(V)

If proceeds are accrued by the transfer on part of the foreign party, the transferee shall present tax payment receipt on withholding
income tax.

(VI)

Other materials required by the administration of foreign exchange.

IX.

Where the foreign shareholder of a fund management company with foreign shares has obtained approval from the CSRC and foreign economic
and trade department to reduce or withdraw its investment therein, the company shall apply to the administration of foreign exchange
at its locality for approval of purchase and payment of exchange by presenting the following documents and materials:

(I)

A written application for purchase of exchange;

(II)

Resolution passed by the board of directors of the company on reduction (withdrawal) of investment by foreign party;

(III)

Approval documents from the CSRC and foreign economic and trade department granting approval to the reduction (withdrawal) of investment;

(IV)

Latest capital verification report and auditing report of the company issued by an accounting firm;

(V)

Bank statement of foreign exchange capital account of the company;

(VI)

If proceeds are accrued by the reduction (withdrawal) of investment on part of the foreign party, tax payment receipt on withholding
income tax shall be presented.

(VII)

Other materials required by the administration of foreign exchange.

Fund management companies with foreign shares shall only conduct businesses specified by CSRC. Without approval of the State Administration
of Foreign Exchange, they shall not conduct any foreign exchange business under capital items such as financing from abroad or providing
guarantees to foreign parties etc.

XI.

The State Administration of Foreign Exchange and its branches shall have the power to make on-site investigations to the foreign exchange
capital account of fund management companies with foreign shares and to their settlement and payment of exchange. Fund management
companies with foreign shares shall actively render assistance to relevant investigations and shall not provide false information.

XII.

Where a fund management company with foreign shares acts in breach of this Circular and other regulations on administration of foreign
exchange, the State Administration of Foreign Exchange and its branches may impose sanctions on it in accordance with the Regulations
of the People’s Republic of China on Administration of Foreign Exchange and other regulations on foreign exchange control.

XIII.

This Circular shall enter into force as of May 1, 2003. The State Administration of Foreign Exchange shall be responsible for the
interpretation of this Circular.

The State Administration of Foreign Exchange
2003-03-29

CIRCULAR ON ADJUSTING THE WORKS RELATING TO JOINT ANNUAL EXAMINATION OF ENTERPRISES WITH FOREIGN INVESTMENT OF 2003

The Ministry of Commerce

Circular on Adjusting the Works Relating to Joint Annual Examination of Enterprises with Foreign Investment of 2003

ShangZiTongJinHan [2003] No.130

May 6, 2003

The Commissions (Departments, Bureaus) of Foreign Economic and Trade Cooperation, Economic and Trade Commissions (Economic Commissions),
Departments (Bureaus) of Finance, State Administrations of Taxes, Administrations of Local Taxes, State Administrations for Industry
and Commerce, and Administrations of Foreign Exchange of the provinces, autonomous regions, municipalities directly under the Central
Government, and municipality separately listed on the State plan, Guangdong Sub-Administration of the General Administration of Customs,
and the customs directly under the General Administration of Customs:

In order to ensure the smooth progress of the joint annual examination of enterprises with foreign investment during the period of
prevention and treatment of the SARS, the relevant adjustments of works relating to joint annual examination of enterprises with
foreign investment of 2003 are hereby notified as follows:

In order to prevent the chances for increase of virus infection due to dense population and poor ventilation in the office places,
to improve the work efficiency of the joint annual examination and to alleviate the enterprises’ burden, it is suggested that the
localities shall actively promote on-line annual examination while carrying out the joint annual examination of enterprises with
foreign investment of 2003.

The deadline for the joint annual examination of enterprises with foreign investment of 2003 is postponed to July 15, 2003.

This is hereby the notification.

The Ministry of Commerce
2003-05-06

MEASURES FOR COMPULSORY LICENSING OF PATENT IMPLEMENTATION

The State Intellectual Property Office

Order of the Director of the State Intellectual Property Office

No.31

The Measures for Compulsory Licensing of Patent Implementation has passed the review of the directorate meeting, which are hereby
promulgated and will come into force on as of July15, 2003.

The State Intellectual Property Office

June 13, 2003

Measures for Compulsory Licensing of Patent Implementation

Chapter I General Provisions

Article 1

In order to standardize implementing the granting, expenses determination and termination procedures for compulsory licensing of invention
patent or patent of utility models (hereinafter referred to as the compulsory licensing), the Measures are hereby formulated in accordance
with the Patent Law of the PRC (hereinafter referred to as the Patent Law), the Implementation Rules of the Patent Law of the PRC
(hereinafter referred to as the Implementation Rules of the Patent Law) and the relevant laws and regulations.

Article 2

The State Intellectual Property Office is in charge of the acceptance and investigation of the petitions and makes decisions on compulsory
licensing, the adjudication of the use fees of compulsory licensing and the termination of compulsory licensing.

Article 3

The petitions for granting compulsory licensing, for adjudication of the use fees of compulsory licensing and for termination of compulsory
licensing shall be handled with in Chinese in a written form.

In case the certificates, certification document submitted in compliance with the Measures are in foreign languages, the parties concerned
shall provide the translation version in Chinese at the same time, and failure to submit the Chinese version will be deemed as failure
to provide the relevant certificates or certification documents.

Article 4

When petitioning for the right holders of invention or patent of utility models to offer licenses in implementing their patents but
failing to obtain such licenses in a reasonable term, the unit eligible for such implementation may petition for granting of the
compulsory licensing in implementing the invention patent or patent of utility models according to the provision of Article 48 of
the Patent Law.

In case an invention or utility model obtaining patent is of material technological advancement in obvious economic significance as
compared with the previous one that has obtained patent and its implementation depends on the implementation of the previous invention
or utility model, the patent holder thereof may according to the provision of Article 50 of the Patent Law petition for granting
the compulsory licensing in implementing the former patent, and vise versa.

In emergency or irregular event of the state, or for the purposes of public interest, the competent department under the State Council
is enpost_titled to grant the compulsory licensing for implementing the invention patent or patent of utility models as per the petitions
based on the provisions of Article 49 of the Patent Law.

Article 5

When authorizing the patent agency to submit the petition for compulsory licensing, the petitioner shall provide the power of attorney
and the authority indicated.

When there are no less than two petitioners without authorized patent agency, unless otherwise stated in the petition, the first petitioner
indicated in the petition shall be deemed as the representative.

Chapter II Review and Decisions of Petitions for Compulsory Licensing

Article 6

When petitioning for grant of compulsory licensing, an application for compulsory licensing should be submitted to the State Intellectual
Property Office, indicating the following items:

(I)

Name and address of the petitioner;

(II)

Nationality of the petitioner or the country where the headquarters is located;

(III)

The name, patent number, date of application and date of authorized announcement of the invention patent or patent of utility models
relating to the petitioned compulsory licensing;

(IV)

Name of the right holders of the invention patent or patent of utility models relating to the petitioned compulsory licensing;

(V)

Reasons and facts for petitioning for grant of the compulsory licensing;

(VI)

When authorizing a patent agency, the petitioner shall indicate the relevant items; and in case there is no authorized patent agency,
name, address, postcode and contact telephone of the contact person should be indicated;

(VII)

The signature or stamp of the petitioner; and if there is an authorized agency, the stamp of the agency is required also;

(VIII)

List of the attached documents;

(IX)

Other items required to state.

The petition and attached documents should be executed in two copies.

Article 7

In case a petition for compulsory licensing relating to multiple invention patent or patent of utility models involves two or more
patent right holders, different petitions should be submitted to different patent right holders.

Article 8

In any of the following cases relating to the compulsory licensing, the State Intellectual Property Office will not accept the petition
with notification to the petitioner:

(I)

the patent number of the invention patent or patent of utility models relating to the petitioned compulsory licensing is not clear
or is hard to identify;

(II)

The petitioning documents without Chinese version;

(III)

Obviously no reason available for petitioning compulsory licensing.

Article 9

In case the petitioning documents do not meet the provisions of Articles 6 and 7 of the Measures, the petitioner shall within 15 days
upon receipt of the notice make up for the documents. In case of failure to making up for the documents required, the petition will
be deemed as no submission.

The petitioner shall within a month upon the petition for compulsory licensing pay the petitioning fees of compulsory licensing; and
in case of nonpayment or insufficient payment of such petitioning fees, the petition will be deemed as no submission.

Article 10

In terms of the petitions for compulsory licensing in compliance with the provisions of the Patent Law, the Implementation Rules of
the Patent Law and the Measures, the State Intellectual Property Office shall send the copy of the petition to the patent right holders.
The patent right holders shall state their opinions within the time schedule specified. In case of no reply beyond the time schedule,
the State Intellectual Property Office may make a decision as usual.

Article 11

The State Intellectual Property Office shall review the reasons stated by the petitioner and the relevant certification documents.
In case of field verification required, the State Intellectual Property Office shall assign no less than two persons to carry out
the field verification.

In case the reasons stated by the petitioner and the relevant certification documents are insufficient or false, the State Intellectual
Property Office may prior to the refusal to the petition of compulsory licensing send notification to the petitioner for providing
the latter with an opportunity for statement of its opinions.

Article 12

In case the petitioner or the patent right holders request for hearing, the State Intellectual Property Office may organize a hearing.

The State Intellectual Property Office shall seven days before the hearing send notification to the petitioner, patent right holders
and other persons of interest.

Except for involvement of state secrets, commercial secrets or personal privacy, the hearing should be held in open session.

When the State Intellectual Property Office is holding a hearing, the petitioner, patent right holders and other persons of interest
may defend and make cross-examination.

The hearing should be recorded in writing, which should be singed or stamped upon confirmation without error by the participants.

The hearing procedure is not applicable to the petitions for grant of compulsory licensing according to the provisions of Article
49 of the Patent Law.

Article 13

In any of the following cases, the State Intellectual Property Office shall made a decision on refusal to the petition for compulsory
licensing, with notification sent to the petitioner:

(I)

the petitioner is not an eligible subject as specified by Article 4 of the Measures;

(II)

The reasons for petitioning the grant of the compulsory licensing are not in compliance wit the provisions of Articles 48, 49 and
50 of the Patent Law;

(III)

The reasons are not in compliance with the provision of Article 72 of the Implementation Rules of the Patent Law when the petition
for compulsory licensing involves the invention and creation of semiconductor technologies.

If objecting to the decision of refusal to the petition of compulsory licensing, the petitioner may institute a lawsuit with the peoples
court within three months upon receipt of the notice.

Article 14

The petitioner may withdraw its petitions for compulsory licensing from time to time, and in case the petitioner withdraw its petitions
prior to the decision by the State Intellectual Property Office, the review procedures for the petition of compulsory licensing terminates.

In case of reaching a licensing contract on patent implementation by and between the petitioner and the patent right holder prior
to the decision by the State Intellectual Property Office, timely notice should be given to the State Intellectual Property Office
and the petition for compulsory licensing should be withdrawn directly.

Article 15

In case of no reason for refusal to the petition of the compulsory licensing through review, the State Intellectual Property Office
shall make a decision on granting compulsory licensing, with the following items stated:

(I)

Name and address of the individual or unit obtaining the compulsory licensing for patent implementation;

(II)

The name, patent number, date of application and date of authorized announcement of the invention patent or patent of utility models
relating to the petitioned compulsory licensing;

(III)

Scope, scale and term of the compulsory licensing granted;

(IV)

Reasons, facts and legal basis for the decisions;

(V)

The stamp of the State Intellectual Property Office and the signature of the responsible persons;

(VI)

Date of decisions; and

(VII)

Other relevant matters.

The decisions on granting the compulsory licensing should be timely notified to the petitioner and the patent right holders.

Article 16

In case the patent right holders object to the decision of granting compulsory licensing, lawsuit may be brought at the peoples
court in within three months upon the receipt of the notice.

Article 17

The decision that has come into force on granting compulsory licensing should be registered on the patent register and published on
the patent gazette of the State Intellectual Property Office, the government websites and China Intellectual Property News.

Chapter III Review and Finding of the Petitions for Adjudication of the Use Fees of the Compulsory Licensing

Article 18

The petitions for the State Intellectual Property Office to determine the use fees of the compulsory licensing shall be available
for the following conditions:

(I)

Publication of the decisions on granting the compulsory licensing;

(II)

The petitioner is the patent right holder or a unit or individual that obtains the compulsory licensing

(III)

Failure to reach an agreement through mutual consultation.

Article 19

In case of petitioning for determining the use fees of the compulsory licensing, an application should be submitted for adjudication
of the use fees of the compulsory licensing, indicating the following items:

(I)

Name and address of the petitioner;

(II)

Nationality of the petitioner or the country where the headquarters of the petitioner is located;

(III)

Document number that making the decisions on granting the compulsory licensing;

(IV)

Name and address of the petitioned;

(V)

Reasons for petition of the adjudication of the use fees of the compulsory licensing;

(VI)

(VII)

The signature or stamp of the petitioner; and if there is an authorized agency, the stamp of the agency is required also;

(VIII)

List of the attached documents;

(IX)

Other items required to state.

The petition and attached documents should be executed in two copies.

Article 20

In any of the following cases relating to the petitions for the adjudication of the use fees of the compulsory licensing, the State
Intellectual Property Office may not accept the petitions, with notification sent to the petitioner:

(I)

The decisions involved on granting the compulsory licensing are not clear or not published;

(II)

The petitioning documents without Chinese version;

(III)

Obviously no reason available for petition for adjudication of the use fees of the compulsory licensing.

Article 21

In case the petitioning documents do not meet the provisions of Articles 49 of the Measures, the petitioner shall within 15 days upon
receipt of the notice make up for the documents. In case of failure to making up for the documents required, the petition will be
deemed as no submission.

The petitioner shall within a month upon the petition for compulsory licensing pay the petitioning fees of adjudication of the fsue
fees of the compulsory licensing; and in case of nonpayment or insufficient payment of such petitioning fees, the petition will be
deemed as no submission.

Article 22

In terms of the petitions for adjudication of the use fees of the compulsory licensing in compliance with the provisions of the Patent
Law, the Implementation Rules of the Patent Law and the Measures, the State Intellectual Property Office shall send the copy of the
petition to the counterpart. The counterpart shall state their opinions within the time schedule specified. In case of no reply beyond
the time schedule, the State Intellectual Property Office may make a decision as usual.

During the adjudication of the use fees of the compulsory licensing, the parties concerned may submit written opinions. The State
Intellectual Property Office may listen to the oral opinions of both parties as required by the actual circumstances of the case.

Article 23

The petitioner may withdraw its petitions for adjudication from time to time, and in case the petitioner withdraw its petitions for
adjudication prior to the decision by the State Intellectual Property Office, the adjudication procedures terminates.

Article 24

The State Intellectual Property Office shall within three months upon receipt of the petition make a decision on adjudication of the
use fees of the compulsory licensing.

Article 25

The decision on the adjudication of the use fees of the compulsory licensing shall indicate the following items:

(I)

Name and address of the individual or unit obtaining the compulsory licensing for patent implementation;

(II)

The name, patent number, date of application and date of authorized announcement of the invention patent or patent of utility models
relating to the petitioned compulsory licensing;

(III)

Reasons for the adjudication;

(IV)

The stamp of the State Intellectual Property Office and the signature of the responsible persons;

(V)

Date of decisions; and

(VI)

Other relevant matters.

The decisions on adjudication of the use fees of the compulsory licensing should be timely notified to both parties.

Article 26

In case the patent right holder and the unit or individual obtaining the compulsory implementation licensing objects to the decision
of the adjudication of the use fees of the compulsory licensing, lawsuit may be brought at the peoples court in within three months
upon the receipt of the notice.

Chapter IV Review and Decision on Terminating the Petition for Compulsory Licensing

Article 27

The compulsory licensing automatically terminates upon the expiry of the valid term of the compulsory licensing specified by the decision
on granting the compulsory licensing.

When the compulsory licensing terminates automatically, announcement should be registered on the patent register and published on
the patent gazette of the State Intellectual Property Office, the government websites and China Intellectual Property News.

Article 28

In case the reasons for compulsory licensing are eliminated without reoccurrence prior to the expiry of the valid term of the compulsory
licensing specified in the decision on granting the compulsory licensing, the patent right holders may request for the State Intellectual
Property Office to make a decision on terminating the compulsory licensing.

In case of petitioning for terminating the compulsory licensing, an application should be submitted for terminating the compulsory
licensing, indicating the following items:

(I)

Name and address of the patent right holders;

(II)

Nationality of the patent right holders or the country where its headquarters is located;

(III)

Document number that makes the decisions on the compulsory licensing requested to terminate;

(IV)

Reasons for petition of terminating the compulsory licensing;

(V)

When authorizing a patent agency, the patent right holder shall indicate the relevant items; and in case there is no authorized patent
agency, name, address, postcode and contact telephone of the contact person should be indicated;

(VI)

The signature or stamp of the patent right holder; and if there is an authorized agency, the stamp of the agency is required also;

(VII)

List of the attached documents;

(VIII)

Other items required to state.

The patent right holder shall submit the petition application and attached documents in two copies.

Article 29

In any of the following cases relating to the petitions for terminating the compulsory licensing, the State Intellectual Property
Office may not accept the petitions, with notification sent to the petitioner:

(I)

The petitioner is not the right holders of the invention patent or the patent of utility model requested under the compulsory licensing;

(II)

The document number is not clear for the decision on granting the compulsory licensing requested to terminate are not clear or not
published;

(III)

The petitioning documents without Chinese version;

(IV)

Obviously no reason available for terminating the compulsory licensing.

Article 30

In case the petitioning documents do not meet the provisions of Articles 28 of the Measures, the petitioner shall within 15 days upon
receipt of the notice make up for the documents. In case of failure to making up for the documents required, the petition will be
deemed as no submission.

Article 31

In terms of the petitions for terminating the compulsory licensing in compliance with the provisions of the Measures, the State Intellectual
Property Office shall send the copy of the petition to the unit or individual that obtains the compulsory implementation licensing.
The unit or individual that obtains the compulsory implementation licensing shall state their opinions within the time schedule specified.
In case of no reply beyond the time schedule, the State Intellectual Property Office may make a decision as usual.

Article 32

The State Intellectual Property Office shall review the reasons stated by the patent right holder and the relevant certification documents.
In case of field verification required, the State Intellectual Property Office shall assign no less than two persons to carry out
the field verification.

In case the reasons stated by the patent right holder and the relevant certification documents are insufficient or false, the State
Intellectual Property Office may prior to making decision send notification to the patent right holder for providing the latter with
an opportunity for statement of its opinions.

Article 33

When holding that the reasons for petition of terminating the compulsory licensing do not hold water through review, the State Intellectual
Property Office shall make a decision on rejecting the petition of terminating the compulsory licensing.

If objecting to the decision on rejecting to the petition of terminating the compulsory licensing, the patent right holder may institute
a lawsuit with the peoples court within three months upon receipt of the notice.

Article 34

The patent right holder may withdraw its petitions for terminating the compulsory licensing from time to time, and in case the patent
right holder withdraws its petitions prior to the decision by the State Intellectual Property Office, the relevant procedures terminates.

Article 35

In case of no reason for refusal to the petition of terminating the compulsory licensing through review, the State Intellectual Property
Office shall make a decision on terminating the compulsory licensing, with the following items stated:

(I)

Name and address of the patent right holder;

(II)

Name and address of the individual or unit obtaining the compulsory licensing for patent implementation;

(III)

The name, patent number, date of application and date of authorized announcement of the invention patent or patent of utility models
relating to the petitioned compulsory licensing;

(IV)

Document number of deciding the grant of the compulsory licensing;

(V)

Facts and legal basis for the decisions;

(VI)

The stamp of the State Intellectual Property Office and the signature of the responsible persons;

(VII)

Date of decisions; and

(VIII)

Other relevant matters.

The decision on the petition of terminating the compulsory licensing should be timely notified to the patent right holders and the
unit or individual obtaining the compulsory implementation licensing.

Article 36

In case the unit or individual obtaining the compulsory implementation licensing objects to the decision on terminating the compulsory
licensing, lawsuit may be brought forth at the peoples court in within three months upon receipt of the notice.

Article 37

The decision that has come into force on terminating the compulsory licensing should be registered on the patent register and published
on the patent gazette of the State Intellectual Property Office, the government websites and China Intellectual Property News.

Chapter V Supplementary Provisions

Article 38

The interpretation of the Measures is vested with the State Intellectual Property Office.

Article 39

The Measures shall come into force as of July15, 2003.

The State Intellectual Property Office
2003-06-13

MEASURES FOR MANAGEMENT OF AGRICULTURAL SEED SUBSTANCE RESOURCES

The Ministry of Agricultural

Decree of the Ministry of Agricultural of the PRC

No. 30

The Measures for Management of Agricultural Seed substance Resources passed the review at the 17th Standing Meeting of the Ministry
of Agricultural on June 23, 2003, which are hereby promulgated and will come into force as of October 1, 2003.

Minister of the Ministry of Agricultural: Du Qinglin

July 8, 2003

Measures for Management of Agricultural Seed substance Resources

Chapter I General Provisions

Article 1

In order to strengthen the protection agricultural seed substance resources and to promote the exchanges and utilization of agricultural
seed substance resources, the Measures are hereby formulated according to the Seed Law of the PRC.

Article 2

The Measures are applicable to the undertakings of collection, arrangement, identification, registration, preservation, exchanges,
utilizations and management of agricultural seed substance resources in the territory of the PRC.

Article 3

The agricultural seed substance resources herein refer to the basic materials for selection and cultivation of new agricultural varieties,
including the reproduction materials of raised seeds of crops, wildlife and endangered rare strains, as well as various artificial
genetic materials based on the above-mentioned reproduction materials, the specific forms of which cover living substances of fruits,
seeds, seedlings, roots, stems, leaves, buds, flowers, organs, molecules and DNA, DNA sections and pieces and genes, etc.

Article 4

The Ministry of Agricultures shall set up the State Commission of Agricultural Seed substance Resources, which is designated to put
forth the state development strategy, guidelines and policies of agricultural seed substance resources, and coordinate the nationwide
management of agricultural seed substance resources. The Office of the Commission is set up in the MOA Department of Plantation Management,
which shall be in charge of the routine work of the Commission.

The competent administrative departments of the provinces, autonomous regions and municipalities directly under the Central Government
may determine the corresponding management unit of agricultural seed substance resources according to the specific requirements.

Article 5

The work of agricultural seed substance resources is a cause of public interests, and the relevant departments of the state and local
government shall adopt measures for safeguard of the stability and funding sources of the work of agricultural seed substance resources.

Article 6

The state shall grant praise and awards to units and individual that have made outstanding achievements in the collection, arrangement,
identification, registration, preservation, exchanges, utilizations and management of agricultural seed substance resources.

Chapter II Collection of Agricultural Seed substance Resources

Article 7

The state shall plan on the organization of the popular survey, key investigation and collection of agricultural seed substance resources.
In case of any possible extinguishing of agricultural seed substance resources due to project construction and environmental changes,
timely rescue and collection should be organized.

Article 8

The state prohibits the collection or cutting of wildlife strains, close strains of wildlife and endangered rare varieties listed
in the Catalogue of State Key Wild Plants under Protection, as well as the agricultural seed substance resources in the protection
areas, protection land and seed substance gardens.

In case of collection or cutting of wildlife strains, close strains of wildlife and endangered rare varieties listed in the Catalogue
of State Key Wild Plants under Protection required for special circumstances, such as scientific research, formalities for examination
and approval should be went through according to the provisions of the State Council and the MOA on the management of wild plants.
And in case of collection or cutting of agricultural seed substance resources required from the protection areas, protection land
and seed substance gardens, approval should be obtained from the administrative agricultural department that has set up the protection
areas, protection land and seed substance gardens concerned.

Article 9

The benchmark is that the quantity collected of the agricultural seed substance resources shall not influence the hereditary completeness
of the original habitat cluster or its regular growth.

Article 10

Unless otherwise approved, people from outside China shall not collect the agricultural seed substance resources in the territory
of China. In case of joint investigation by Chinese and foreign scientists on the agricultural seed substance resources of our country,
reports should be made for approval by the MOA six months in advance.

In case the agricultural seed substance resources collected are required to be brought outside China, the formalities should be went
through for examination and approval on provisions of agricultural seed substance resources outside China according to the provisions
of the Measures.

Article 11

The collection of the seed substance resources shall adopt the original archives, with detailed records on the name of the materials,
basic features and attributes, place and time of collection, quantity of collection and collectors, etc.

Article 12

All the agricultural seed substance resources collected and the original archives set up should be submitted for registration and
preservation at the state pools of seed substance and substances.

Article 13

The unit and individual who applies for examination and identification of varieties shall submit proper quantity of reproduction materials
(including hybrid reproduction materials of close varieties) for registration and preservation at the state pools of seed substance
and substances.

Article 14

The unit and individual who holds seed substance resources that have not been registered for preservation by the state is obliged
to submit them for preservation at the state pools of seed substance and substances.

The parties concerned may submit the seed substance resources to the local competent agricultural departments or agricultural scientific
research institutions, which shall timely submit the relevant seed substance resources for preservation at the state pools of seed
substance and substances.

Chapter III Identification, Registration and Preservation of Agricultural Seed substance Resources

Article 15

All the agricultural seed substance resources collected should be identified by botanic categories and main agricultural process attributes.

The identification of agricultural seed substance resources shall adopt the uniform national standards, and the specific standards
shall be formulated and published by the MOA according to the recommendations of the State Commission of Agricultural Seed substance
Resources.

The registration of agricultural seed substance resources adopts the uniform numbering system, and no unit or individual may alter
the uniform state numbering and names.

Article 16

The preservation of agricultural seed substance resources adopts the system by combining original habitat preservation and non-original
habitat preservation.

The original habitat preservation includes the establishment of the protection area and protection land for agricultural seed substance
resources and the non-original habitat preservation includes the establishment of various kinds of seed substance pools, seed substance
gardens and experimental tube seedling pools.

Article 17

The Ministry of Agriculture shall establish the protection area and protection land for agricultural seed substance resources at the
diversified agricultural plant center, the original habitat of key agricultural wild varieties and wild plants of close varieties,
and the polling areas of other wild resources of agriculture.

Article 18

The Ministry of Agriculture shall set up the state pools of agricultural seed substances, including long-term seed substance pools
and backup pools, medium-term seed substance pools, seed substance gardens and experimental tube pools.

The long-term seed substance pools are in charge of the long-term preservation of the nationwide agricultural seed substance resources,
the backup pools are in charge of the backup preservation of the seed substance pools in the long-term seed substance pools; and
the medium-term seed substance pools are in charge of the medium-term preservation, attribute identification, reproduction and distribution
of seed substances; and the seed substance gardens and experimental tube seedling pools are in charge of the preservation, attribute
identification, reproduction and distribution of the seed substances of asexual reproduction crops and perennial crops.

The state and local departments shall adopt measures for safeguarding the normal running of the state seed substance pools and the
security of the seed substance resources.

Article 19

The provinces, autonomous regions and municipalities directly under the Central Government shall according to requirements establish
their local protection areas and protection lands of agricultural seed substance resources and seed substance gardens and medium-term
seed substance pools.

Chapter IV Reproduction and Utilization of Agricultural Seed substance Resources

Article 20

The state encourages units and individuals to undertake research and innovation of agricultural seed substance resources.

Article 21

The seed substance resources preserved in the long-term state seed substance pools belong to the state strategic resourceswhich
should not be used by any unit or individual unless otherwise approved by the Ministry of Agriculture.

In case of collection of seed varieties from the long-term state seed substance pools required for reproduction due to the extinguishing
pf the seed substance resources preserved in the medium-term state seed substance pools, a report should be submitted for examination
and approval by the Ministry of Agriculture.

The long-term state seed substance pools shall regularly inspect the seed substance resources preserved, and in case the decrease
of the vitality or the quantity of the preserved seed substance resources is of impacts on the security of the seed substance resources,
compensation should be timely made by reproduction.

Article 22

The medium-term state seed substance pools shall regularly replace the preserved seed substance resources for ensuring the vitality
and quantity of the seed substance resources; and the state seed substance gardens shall regularly replace and recover the seed substance
resources deposited in the gardens for ensuring the growth momentum of the seed substance resources of the gardens. The relevant
state departments shall safeguard the expenses for the reproduction and replacement of the seed substance resources.

Article 23

The Ministry of Agriculture shall, according to the recommendations of the State Commission of Agricultural Seed substance Resources,
regularly publish the catalogue of available agricultural seed substance resources and evaluate and recommend the excellent seed
substance resources.

The unit and individual in need of the agricultural seed substance resources in such catalogue for the scientific research and cultivation
of varieties may apply with the medium-term state seed substance pools and the seed substance gardens. If meeting the conditions
for providing the seed substance resources from the medium-term state seed substance pools and seed substance gardens, the medium-term
state seed substance pools and the seed substance gardens shall immediately provide the applicant with proper quantity of the seed
substance materials free of charge. If charges are required, the charges should not exceed the minimum expenses for the reproduction
of such varieties.

Article 24

In terms of the seed substance resources obtained from the state, no application may be made directly for protection of the new varieties
and other intellectual property protection.

Article 25

The unit and individual who obtains the seed substance resources from the medium-term state seed substance pools and the seed substance
gardens shall timely feed back the information on use of such seed substance resources to the medium-term state seed substance pools
and the seed substance gardens and for those who do not feed back the information thereof, the medium-term state seed substance pools
and the seed substance gardens are enpost_titled not to provide them with seed substance resources.

The medium-term state seed substance pools and the seed substance gardens shall regularly report to the Office of the State Commission
of Agricultural Seed Substance Resources on the distribution and utilization of the seed substance resources.

Article 26

The competent agricultural departments of the provinces, autonomous regions and municipalities directly under the Central Government
may formulate their corresponding measures for distribution and utilization of the agricultural seed substance resources in their
jurisdiction according to the Measures and actual circumstances.

Chapter V International Exchanges of Agricultural Seed substance Resources

Article 27

The state holds sovereignty over the agricultural seed substance resources and any unit and individual who sends the seed substance
resources out of China shall go through the examination and verification by the local competent agricultural departments of the provinces,
autonomous regions and municipalities directly under the Central Government, which will be submitted for examination and approval
by the Ministry of Agriculture.

Article 28

The provisions of the agricultural seed substance resources outside China adopts the system of management by categories, for which
the Ministry of Agriculture shall regularly revise the catalogue for management by categories.

Article 29

Provisions of the agricultural seed substance resources outside China shall go through the following procedures:

(I)

The unit and individual who provides the seed substance resources out of China shall fill in the Application for Providing Agricultural
Seed Substance Resources Outside China (refer to Attachment 1) according to the specified formats and requirements, provide the statements
on provision of seed substance resources outside China, and submit the application to the local competent agricultural departments
of the provinces, autonomous regions and municipalities directly under the Central Government.

(II)

The local competent agricultural departments of the provinces, autonomous regions and municipalities directly under the Central Government
shall within ten days upon receipt of the application materials complete the review and verification and if passing the review and
examination, shall submit the materials for examination and approval by the Ministry of Agriculture.

(III)

The Ministry of Agriculture shall within ten days upon receipt of the review opinions complete the review and approval and if passing
the examination and approval, shall issue the Permits for Providing Agricultural Seed Substance Resources Outside China (refer to
Attachment 2) and cover Special Stamp of the Ministry of Agriculture for Examination and Approval of Providing Agricultural Seed
Substance Resources Outside China.

(IV)

The unit and individual who provides the seed substance resources out of China shall hold the Permits for Providing Agricultural Seed
Substance Resources Outside Chin and go through the formalities for quarantine examination and approval at the competent quarantine
authority.

(V)

The Permits for Providing Agricultural Seed Substance Resources Outside Chin and the quarantine certificate for Customs Pass are the
basis for pass of thee Customs.

Article 30

In case the foreign cooperation projects involves the exchanges of the agricultural seed substance resources, examination and approval
formalities should be went through for providing agricultural seed substance resources outside China prior to the signature of the
cooperation agreement.

Article 31

The state encourages the unit and individual to introduce agricultural seed substance resources from outside China.

Article 32

In case of introduction of new varieties from outside China, scientific demonstrations should be held and effective measures should
be adopted for preventing any ecological and environmental harms possible. Prior to introduction, approval should be obtained from
the Ministry of Agriculture, and distributed plantation may only be carried out after indicating that the varieties introduced are
surely secure with utilities through evaluation upon isolated planting of no less than a growth cycle.

Article 33

The unit and individual who introduces the seed substance resources from outside of China shall go through the formalities for plant
quarantine according to the provisions of the relevant plant quarantine laws and administrative regulations, and the seed substance
resources introduced should be planted by trial and isolation, which may be distributed for planting only after passing the quarantine
inspection of the plant quarantine authorities with evidence that the varieties introduced are free of dangerous diseases, insects
or weeds.

Article 34

The state adopts a uniform registration system, the introducing unit and individual shall submit for filing by the Office of the State
Commission of Agricultural Seed substance Resources within a year from the date of the entry of the seed substance resources, and
attach proper quantity of the seed substance materials for preservation by the state seed substance pools.

The parties concerned may submit the information on introduction and the relevant seed substance resources to the local competent
agricultural departments or agricultural scientific research institutions, which shall timely submit reports for filing by the Office
of the State Commission of Agricultural Seed Substance Resources and submit the relevant seed substance resources received to the
state pools of seed substance and substances for preservation.

Article 35

For introduction of seed substance resourcesthe State Commission of Agricultural Seed substance Resources shall adopt the uniform
numbering and translated names, which may not be altered by any unit or individual.

Chapter VI Information Management of Agricultural Seed substance Resources

Article 36

The Office of the State Commission of Agricultural Seed Substance Resources shall; strengthen the information management of agricultural
seed substance resources, including the dynamic information on collection, identification, preservation, utilization and international
exchanges of seed substance resources, and provide the relevant department with information services and protect the information
security of the state seed substance resources.

Article 37

The unit in charge of the collection, identification, preservation and registration of the agricultural seed substance resources is
obliged to provide the Office of the State Commission of Agricultural Seed Substance Resources with the relevant information for
ensuring share of information on seed substance resources.

Chapter VII Penalty Provisions

Article 38

Those who collect or cut the natural seed substance resources under key state protection in violation of the provisions of the Measures
without approval shall be punished according to the provision of Article 61 of the Seed Law of the PRC.

Article 39

In case of utilizing the seed substance resources preserved in the long-term state seed substance pools in violation of the provisions
of the Measures without approval, the direct responsible executives and other direct responsible persons shall be investigated for
administrative punishment.

Article 40

Those who provide or introduce seed substance resources outside or from outside China in violation of the provisions of the Measures
without approval shall be punished according to the provision of Article 63 of the Seed Law of the PRC.

Article 41

In case of violation of the provisions of the Measures, when the competent agricultural departments or agricultural scientific research
institutions fail to submit for preservation by the state seed substance pools the seed substance resources and the information on
the introduction of such substances received from units or individuals that have not been registered by the state, the unit concerned
or the superior competent department shall order them for corrections, and the direct responsible executives and other direct responsible
persons shall be investigated for administrative punishment.

Chapter VIII Supplementary Provisions

Article 42

For joint investigation by Chinese and foreign scientists on the agricultural seed substance resources, for providing agricultural
seed substance resources outside China, and for introduction of the agricultural seed substance resources from outside China, which
belong to the wildlife strains, close strains of wildlife and endangered rare varieties listed in the Catalogue of State Key Wild
Plants under Protection, the formalities for examination and approval should be went through according to the Measures, as well as
the provisions of the Regulations on Protection of Wild Plants and the Measures for Protection of Wild Agricultural Plants.

Article 43

The Measures shall come into force on October 1, 2003, when the content relating to the management of the import and export of seed
substance resources in the Interim Measures for Management of the Seeds of Imported Crops (Seedlings) promulgated by the Ministry
of Agriculture on March 28, 1997 will be repealed.

The Ministry of Agricultural
2003-07-08

REGULATIONS ON CHINESE-FOREIGN COOPERATION IN RUNNING SCHOOLS

Regulations of the People s Republic of China on Chinese-Foreign Cooperation in Running Schools

(Adopted at the 68th Executive Meeting of the State Council on February 19, 2003, promulgated by Decree No. 372 of the State Council
of the People s Republic of China on March 1, 2003, and effective as of September 1, 2003)

Chapter I General Provisions

Article 1 These Regulations are formulated in accordance with the Education Law of the People s Republic of China, the Vocational Education
Law of the People s Republic of China and the Law of the People s Republic of China on Promotion of Privately-Run Schools for the
purposes of standardizing Chinese-foreign cooperation in running schools, strengthening international exchange and cooperation in
the field of education and promoting the development of the educational cause.

Article 2 These Regulations apply to the activities of the cooperation between foreign educational institutions and Chinese educational institutions
(hereinafter referred to as Chinese and foreign cooperators in running schools) in establishing educational institutions (hereinafter
referred to as Chinese-foreign cooperatively-run schools) within the territory of China to provide education service mainly to Chinese
citizens.

Article 3 Chinese-foreign cooperation in running schools is an undertaking beneficial to public interests and forms a component of China s
educational cause.

For Chinese-foreign cooperation in running schools, the State adopts the policies of opening wider to the outside world, standardization
of running schools, exercising administration according to law and promoting its development.

The State encourages Chinese-foreign cooperation in running schools to which high-quality foreign educational resources are introduced.

The State encourages Chinese-foreign cooperation in running schools in the field of higher education and vocational education,
and encourages Chinese institutions of higher learning to cooperate with renowned foreign institutions of higher learning in running
schools.

Article 4 The legal rights and interests of Chinese and foreign cooperators in running schools and of Chinese-foreign cooperatively-run schools
shall be protected by the laws of China.

Chinese-foreign cooperatively-run schools shall enjoy preferential policies made by the State and enjoy autonomy when conducting
educational activities in accordance with law.

Article 5 Chinese-foreign cooperation in running schools shall abide by the laws of China, implement China s educational policies, comply
with Chinese public ethics and shall not jeopardize China s sovereignty, security and public interests.

Chinese-foreign cooperation in running schools shall meet the needs of the development of China s educational cause, ensure teaching
quality and make efforts to train all kinds of talents for China s socialist construction.

Article 6 Chinese and foreign cooperators in running schools may cooperate to establish educational institutions of various types at various
levels. However, they shall not establish institutions offering compulsory education service or special education services such as
military, police and political education services.

Article 7 No foreign religious organization, religious institution, religious college and university or religious worker may engage in cooperative
activities of running schools within the territory of China.

Chinese-foreign cooperatively-run schools shall not offer religious education, nor conduct religious activities.

Article 8 The education administrative department of the State Council shall be responsible for overall planning, comprehensive coordination
and macro control for all Chinese-foreign cooperative activities in running schools nationwide. The education administrative department,
the labour administrative department and other relevant administrative departments of the State Council shall be responsible for
the work in relation to Chinese-foreign cooperation in running schools in accordance with their functions and duties as defined by
the State Council.

The education administrative departments of the people s governments of the provinces, autonomous regions and municipalities
directly under the Central Government shall be responsible for overall planning, comprehensive coordination and macro control for
all Chinese-foreign cooperative activities in running schools within their respective administrative regions. The education administrative
departments, the labour administrative departments and other relevant administrative departments of the people s governments of
the provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the work in relation
to Chinese-foreign cooperation in running schools within their respective administrative regions in accordance with their functions
and duties.

Chapter II Establishment

Article 9 An educational institution which applies for establishing a Chinese-foreign cooperatively-run school shall have the legal person
status.

Article 10 A Chinese or foreign cooperator in running a school may contribute with funds, in kind or in forms of land-use right, intellectual
property rights or other assets to establish the school.

Contribution of intellectual property rights by a Chinese or foreign cooperator in running a school shall not exceed one-third
of its total contribution. However, for a foreign educational institution that comes to China for cooperation in running a school
at the invitation of the education administrative department or the labour administrative department of the State Council or at the
invitation of the people s government of a province, an autonomous region or a municipality directly under the Central Government,
its contribution in the form of intellectual property rights may exceed one-third of its total contribution.

Article 11 A Chinese-foreign cooperatively-run school shall meet the basic requirements prescribed by the Education Law of the People s Republic
of China, the Vocational Education Law of the People s Republic of China, the Higher Education Law of the People s Republic of
China and other laws and administrative regulations, and shall have the legal person status. However, a Chinese-foreign cooperatively-run
school established to offer higher education service through the cooperation between a foreign educational institution and a Chinese
institution of higher learning which offers education for academic qualifications may have no legal person status.

The establishment of a Chinese-foreign cooperatively-run school shall follow the standards for the establishment of State-run educational
institutions of the same type and at the same level.

Article 12 An application for establishing a Chinese-foreign cooperatively-run school offering higher education for academic qualifications
at or above the regular university education shall be subject to examination and approval of the education administrative department
of the State Council; an application for establishing a Chinese-foreign cooperatively-run school offering specialized higher education
or higher education for non-academic qualifications shall be subject to examination and approval of the people s government of the
province, autonomous region or municipality directly under the Central Government where the proposed school is to be located.

An application for establishing a Chinese-foreign cooperatively-run school offering secondary education for academic qualifications,
programs of tutoring self-taught students for examinations, programs offering supplementary teaching of school courses and pre-school
education shall be subject to examination and approval of the education administrative department of the people s government of
the province, autonomous region or municipality directly under the Central Government where the proposed school is to be located.

An application for establishing a Chinese-foreign cooperatively-run school offering vocational technical training shall be subject
to examination and approval of the labour administrative department of the people s government of the province, autonomous region
or municipality directly under the Central Government where the proposed school is to be located.

Article 13 The establishment of a Chinese-foreign cooperatively-run school shall include two steps of preparation for establishment and formal
establishment. However, the applicant may file an application directly for formal establishment if it fulfills the conditions for
offering education and meets the standards for establishment.

Article 14 An applicant who applies for preparation for establishment of a Chinese-foreign cooperatively-run school shall submit the following
documents:

(1) a project report which shall mainly contain the names of the Chinese and foreign cooperators in running the school, the name
of the proposed cooperatively-run school, educational targets, size of the school, level and form of education to be offered, conditions
for offering education, system of internal management, sources of funding and capital management and use, etc.;

(2) a cooperative agreement which shall contain the duration of cooperation and ways of dispute settlement, etc.;

(3) valid documents verifying sources of assets and amount of capital, with clear statement of ownership;

(4) a donation agreement for any assets provided as a donation to the proposed school, which carries the name of the donor, value
of donation, purpose of use and management methods, and the relevant valid verifying documents; and

(5) a certificate verifying that not less than 15 percent of initial funds provided by the Chinese and foreign cooperators is
already invested.

Article 15 In the case of an application for preparation for establishment of a Chinese-foreign cooperatively-run school, the examination and
approval authorities shall decide whether to grant the approval or not within 45 days from the date of receiving the application.
If the application is approved, a letter of approval for preparation for establishment shall be issued; if the application is not
approved, reasons shall be provided in writing.

Article 16 An applicant whose application for preparation for establishment of a Chinese-foreign cooperatively-run school is approved shall
file an application for formal establishment within three years from the date of approval; if it is more than three years, the Chinese
and foreign cooperators in running the school shall file an application anew.

During the period of preparation for establishment, no students shall be enrolled.

Article 17 An applicant who has completed its preparation for establishment and applies for formal establishment shall submit the following
documents:

(1) an application for formal establishment;

(2) the letter of approval for preparation for establishment;

(3) a report on the progress of preparation for establishment;

(4) the articles of association for the Chinese-foreign cooperatively-run school, and a list of members on its first board of
trustees or board of directors, or of its first joint managerial committee;

(5) valid documents verifying assets of the Chinese-foreign cooperatively-run school; and

(6) documents verifying the qualifications of the president or principal administrator, the teachers and financial staff.

An applicant who directly applies for formal establishment of a Chinese-foreign cooperatively-run school shall submit all documents
listed under subparagraphs (1), (4), (5) and (6) of the preceding paragraph and subparagraphs (2), (3) and (4) of Article 14.

Article 18 In the case of an application for formal establishment of a Chinese-foreign cooperatively-run school offering education for non-academic
qualifications, the examination and approval authorities shall decide whether to grant the approval or not within three months from
the date of receiving the application; in the case of an application for formal establishment of a Chinese-foreign cooperatively-run
school offering education for academic qualifications, the examination and approval authorities shall decide whether to grant the
approval or not within six months from the date of receiving the application. If the application is approved, a permit for Chinese-foreign
cooperation in running the school printed in a standard format and numbered in a unified way shall be granted; if the application
is not approved, reasons shall be provided in writing.

The format of the permit for Chinese-foreign cooperation in running a school shall be determined by the education administrative
department of the State Council and the printing be arranged separately by the education administrative department and the labour
administrative department of the State Council in accordance with their respective functions and duties; the permit for Chinese-foreign
cooperation in running a school shall be numbered in a unified way by the education administrative department of the State Council
and the specific measures shall be formulated by the education administrative department jointly with the labour administrative department
of the State Council.

Article 19 In the case of an application for formal establishment of a Chinese-foreign cooperatively-run school offering education for academic
qualifications, the examination and approval authorities, upon receiving such an application, shall organize an expert committee
to make an evaluation, and the expert committee shall give its opinions.

Article 20 A Chinese-foreign cooperatively-run school which has obtained the permit for Chinese-foreign cooperation in running the school shall
register in accordance with the relevant laws and administrative regulations, and the registering authorities shall process the registration
timely in accordance with the relevant provisions.

Chapter III Organization and Administration

Article 21 A Chinese-foreign cooperatively-run school with the legal person status shall set up a board of trustees or a board of directors,
and a Chinese-foreign cooperatively-run school without the legal person status shall set up a joint managerial committee. Chinese
members on the board of trustees, the board of directors or of the joint managerial committee shall not be less than half of the
total number.

The board of trustees, the board of directors or the joint managerial committee shall be composed of at least five members with
one of them serving as the chairperson and one of them serving as the vice-chairperson respectively. If either of the Chinese and
foreign cooperators in running the school assumes the chairpersonship, the other shall assume the vice-chairpersonship.

The legal representative of a Chinese-foreign cooperatively-run school with the legal person status shall be appointed through
consultation between the Chinese and foreign cooperators in running the school from the chairperson of the board of trustees, or
the chairperson of the board of directors, or the president of the cooperatively-run school.

Article 22 The board of trustees, the board of directors or the joint managerial committee of a Chinese-foreign cooperatively-run school shall
be composed of the representatives from both the Chinese and foreign cooperators in running the school, the president or principal
administrator of the school, the representatives of the school s teaching and administrative staff, etc., and one-third of the members
shall have at least five years of work experience in the field of education and teaching.

The list of members on the board of trustees, the board of directors or of the joint managerial committee of a Chinese-foreign
cooperatively-run school shall be submitted to the examination and approval authorities for the record.

Article 23 The board of trustees, the board of directors or the joint managerial committee of a Chinese-foreign cooperatively-run school shall
exercise the following powers:

(1) electing or by-electing the members on the board of trustees, the board of directors or of the joint managerial committee;

(2) appointing or dismissing the president or the principal administrator;

(3) modifying the articles of association and formulating school rules and bylaw;

(4) formulating development plans and approving annual work plans;

(5) raising operational funds, examining and approving the budget and the final accounts;

(6) determining the staff arrangement and quotas and the wage scales;

(7) making decisions on the division, merger or termination of the Chinese-foreign cooperatively-run school; and

(8) exercising other powers specified by the articles of association.

Article 24 The board of trustees, the board of directors or the joint managerial committee of a Chinese-foreign cooperatively-run school shall
meet at least once a year. Interim meetings of the board of trustees, the board of directors or the joint managerial committee may
be convened upon proposal made by at least one-third of its members.

The board of trustees, the board of directors or the joint managerial committee of a Chinese-foreign cooperatively-run school
shall adopt its decision upon agreement by at least two-thirds of its members when it discusses the following major issues:

(1) appointing or dismissing the president or the principal administrator;

(2) modifying the articles of association;

(3) formulating the development plan;

(4) making decisions on the division, merger or termination of the Chinese-foreign cooperatively-run school; and

(5) other major issues specified by the articles of association.

Article 25 The president or the principal administrator of a Chinese-foreign cooperatively-run school shall be a person with the nationality
of the People s Republic of China, domicile in the territory of China, love the motherland, possess moral integrity, and have work
experience in the field of education and teaching as well as compatible professional expertise.

The president or the principal administrator appointed by a Chinese-foreign cooperatively-run school shall be subject to approval
of the examination and approval authorities.

Article 26 The president or the principal administrator of a Chinese-foreign cooperatively-run school shall exercise the following powers:

(1) executing the decisions of the board of trustees, the board of directors or the joint managerial committee;

(2) implementing the development plan and drafting annual work plans, financial budget, rules and bylaw;

(3) employing and dismissing the staff and executing rewards and punishments;

(4) organizing teaching and scientific research activities and ensuring teaching quality;

(5) taking charge of daily administrative work; and

(6) exercising other powers specified by the articles of association.

Article 27 A Chinese-foreign cooperatively-run school shall administer its teachers and students in accordance with law.

Foreign teachers and administrators employed by a Chinese-foreign cooperatively-run school shall possess a bachelor s degree
or above and related occupational certificates, and have at least two years of work experience in the field of education and teaching.

The foreign cooperator shall send a certain number of teachers from its own educational institution to teach in the Chinese-foreign
cooperatively-run school.

Article 28 A Chinese-foreign cooperatively-run school shall safeguard the lawful rights and interests of its teachers and students in accordance
with law, guarantee the payment and welfare benefits of the teaching and administrative staff and pay social insurance premiums for
the teaching and administrative staff.

The teaching and administrative staff of a Chinese-foreign cooperatively-run school shall establish their trade union and other
organizations in accordance with law, and participate in the democratic governance of the Chinese-foreign cooperatively-run school
through the staff congress or other means.

Article 29 Foreign employees of a Chinese-foreign cooperatively-run school shall abide by the relevant provisions on employment of foreigners
in China.

Chapter IV Education and Teaching

Article 30 A Chinese-foreign cooperatively-run school shall offer courses on the constitution, laws, ethics of citizens and basic facts about
China, etc. in accordance with the requirements by China for educational institutions of the same type at the same level.

The State encourages Chinese-foreign cooperatively-run schools to introduce internationally advanced courses and teaching materials
that are urgently needed in China.

A Chinese-foreign cooperatively-run school shall report the courses that it offers and the teaching materials that it has introduced
in to the examination and approval authorities for the record.

Article 31 A Chinese-foreign cooperatively-run school may, if necessary, use foreign languages in teaching, but shall use the standard Chinese
language and standard Chinese characters as the basic teaching language.

Article 32 The enrollment by Chinese-foreign cooperatively-run schools offering higher education for academic qualifications shall be incorporated
into the national enrollment plan for institutions of higher learning. The enrollment by Chinese-foreign cooperatively-run schools
offering other education for academic qualifications shall be conducted in accordance with the provisions of the education administrative
departments of the people s governments of the provinces, autonomous regions or municipalities directly under the Central Government.

The enrollment of overseas students by Chinese-foreign cooperatively-run schools shall be conducted in accordance with the relevant
provisions of the State.

Article 33 The enrollment brochures and advertisements of Chinese-foreign cooperatively-run schools shall be submitted to the examination and
approval authorities for the record.

A Chinese-foreign cooperatively-run school shall publicize regularly relevant information on the type and level of its education,
its specialties and courses and its enrollment plan, etc.

Article 34 Chinese-foreign cooperatively-run schools offering education for academic qualifications shall grant academic qualifications certificates
or other education certificates in accordance with the relevant provisions of the State; those that offer education for non-academic
qualifications shall grant training certificates or course completion certificates in accordance with the relevant provisions of
the State. Students who receive vocational skill training may be granted relevant national vocational qualifications certificates
in accordance with the relevant provisions of the State if they pass the evaluation by a vocational skill evaluation organ authorized
by the government.

Chinese-foreign cooperatively-run schools offering higher education for academic qualifications may grant relevant Chinese certificates
of academic degrees in accordance with the relevant provisions of the State.

Certificates of academic qualifications or certificates of academic degrees of a foreign educational institution granted by a
Chinese-foreign cooperatively-run school shall be identical with the certificates of academic qualifications or certificates of academic
degrees issued by the foreign educational institution in its own country and shall be recognized by that country.

The recognition of certificates of academic qualifications or certificates of academic degrees of a foreign educational institution
granted by Chinese-foreign cooperatively-run schools shall be governed by the international treaties concluded or acceded to by the
People s Republic of China or the relevant provisions of the State.

Article 35 The education administrative department of the State Council or the education administrative departments, the labour administrative
departments and other related administrative departments of the people s governments of the provinces, autonomous regions or municipalities
directly under the Central Government shall strengthen their routine supervision over Chinese-foreign cooperatively-run schools,
organize or authorize intermediary organizations to evaluate the management and educational quality of the Chinese-foreign cooperatively-run
schools and publicize the evaluation results.

Chapter V Assets and Financial Matters

Article 36 Chinese-foreign cooperatively-run schools shall establish and improve their financial and accounting systems as well as their assets
management system in accordance with law, and shall keep books of accounts pursuant to the relevant provisions of the State.

Article 37 During the period of their existence, Chinese-foreign cooperatively-run schools shall enjoy the property of legal persons on all
their assets in accordance with law, and no other organizations or individuals may encroach on such assets.

Article 38 The items and standards of charges by Chinese-foreign cooperatively-run schools shall be determined and publicized in accordance
with the relevant provisions of the State on price fixing by the government; no additional items or increase in charges shall be
allowed without approval.

Chinese-foreign cooperatively-run schools shall use Renminbi instead of any foreign currencies in calculating and collecting tuition
and other fees.

Article 39 All fees collected by Chinese-foreign cooperatively-run schools shall be mainly used for educational and teaching activities and
for improving the conditions of school operation.

Article 40 Chinese-foreign cooperatively-run schools shall abide by the provisions of the State on foreign exchange control in conducting their
activities of the receipt and payment of foreign exchange and opening and using foreign exchange accounts.

Article 41 Chinese-foreign cooperatively-run schools, at the end of each fiscal year, shall prepare financial and accounting reports, commission
public auditing institutions to conduct auditing work in accordance with law, publicize the audit findings, and file such information
with the examination and approval authorities for the record.

Chapter VI Alteration and Termination

Article 42 Division or merger of a Chinese-foreign cooperatively-run school shall be reported to the examination and approval authorities for
approval, after the liquidation, by the board of trustees, the board of directors or the joint managerial committee.

In the case of an application for division or merger of a Chinese-foreign cooperatively-run school offering education for non-academic
qualifications, the examination and approval authorities shall reply in writing within three months from the date of receiving the
application; in the case of an application for division or merger of a Chinese-foreign cooperatively-run school offering education
for academic qualifications, the examination and approval authorities shall reply in writing within six months from the date of receiving
the application.

Article 43 Alteration of cooperators in running a Chinese-foreign cooperatively-run school shall be proposed by the cooperators, and after liquidation,
with the consent of the board of trustees, the board of directors or the joint managerial committee, shall be reported to the examination
and approval authorities for approval, and the relevant alteration formalities shall be undertaken.

Any alteration in the domicile, legal representative or the president or the principal administrator of a Chinese-foreign cooperatively-run
school shall be subject to examination and approval of the examination and approval authorities, and the relevant alteration formalities
shall be undertaken.

Article 44 Any alteration in the name, level or type of a Chinese-foreign cooperatively-run school shall be reported for approval by the board
of trustees, the board of directors or the joint managerial committee to the examination and approval authorities.

In the case of an application for altering a Chinese-foreign cooperatively-run school to offer education for non-academic qualifications,
the examination and approval authorities shall reply in writing within three months from the date of receiving the application; in
the case of an application for altering a Chinese-foreign cooperatively-run school to offer education for academic qualifications,
the examination and approval authorities shall reply in writing within six months from the date of receiving the application.

Article 45 A Chinese-foreign cooperatively-run school shall be terminated in one of the following cases:

(1) where a request for termination is made in accordance with the articles of association and approved by the examination and
approval authorities;

(2) where its permit for Chinese-foreign cooperation in running the school is revoked; or

(3) where it is unable to continue its operation due to insolvency and such termination is approved by the examination and approval
authorities.

A Chinese-foreign cooperatively-run school shall make proper arrangements for its students at school upon its termination; a Chinese-foreign
cooperatively-run school shall submit a plan for such arrangements while applying for termination thereof.

Article 46 A Chinese-foreign cooperatively-run school shall make liquidation in accordance with law upon termination.

Where a Chinese-foreign cooperatively-run school itself requests termination, the Chinese-foreign cooperatively-run school shall
organize liquidation; where the termination is the result of dissolution by the examination and approval authorities in accordance
with law, the examination and approval authorities shall organize liquidation; where the termination is the result of inability to
continue the operations for education due to its insolvency, a people s court shall be requested according to law to organize liquidation.

Article 47 Upon liquidation, a Chinese-foreign cooperatively-run school shall settle its outstanding debts according to the following sequence:

(1) tuition and other fees that shall be refunded to the students;

(2) salaries due to the teaching and administrative staff and their social insurance premiums payable;

(3) payments for other outstanding debts.

The remaining assets of a Chinese-foreign cooperatively-run school after the settlement of the above debts shall be handled in
accordance with the provisions of the relevant laws and administrative regulations.

Article 48 Where a Chinese-foreign cooperatively-run school is terminated after approval or its permit for Chinese-foreign cooperation in running
the school is revoked, it shall return its permit for Chinese-foreign coo

INTERIM MEASURES FOR THE ADMINISTRATION OF FOREIGN CURRENCY EXCHANGE AGENCIES

People’s Bank of China

Order of the People’s Bank of China

No. 6

The Interim Measures for the Administration of Foreign Currency Exchange Agencies, which were adopted at the 3rd executive meeting
of the People’ Bank of China on May 28th, 2003, are hereby promulgated, and shall be implemented as of November 1st, 2003.

Zhou Xiaochuan, Governor of the People’s Bank of China

October 8th, 2003

Interim Measures for the Administration of Foreign Currency Exchange Agencies

Article 1

The present Measures are formulated in accordance with the Law of the People’s Republic of China on the People’s Bank of China, Regulations
of the People’s Republic of China on Foreign Exchange Administration, Regulations on Settlement and Sales of and Payment in Foreign
Exchange, Interim Measures for Settlement and Sales of and Payment in Foreign Exchange by Designated Foreign Exchange Banks as well
as other relevant provisions with a view to regulating the foreign exchange business of the foreign exchange agencies and safeguarding
the market order.

Article 2

The term “foreign currency exchange agencies” as mentioned in the present Measures refers to the domestic entities with legal person
status (hereinafter referred to as “exchange agencies”) that have signed agreements with the domestic commercial banks or their branches
(hereinafter referred to as “banks”) eligible for foreign currency exchange business (or settlement and sales of foreign exchange)
and are authorized by banks to do foreign currency exchange business.

Article 3

The foreign currency exchange business by the exchange agencies is limited to the exchange of banknotes and traveler’s checks in convertible
foreign currencies.

When conducting foreign currency exchange business, the exchange agencies are limited to convert foreign currency banknotes or traveler’s
checks held by domestic resident individuals or non-resident individuals into RMB.

Where a non-resident individual needs to convert his or her RMB holdings obtained from an exchange agency back into foreign currency,
he or she needs to handle it with the bank that authorizes the exchange agency to conduct the currency exchange business for handling.
The value of re-conversion is not allowed to exceed that of the previous conversion. Re-conversion shall be effected within 6 months
as of the day of the initial conversion.

Resident individuals are not permitted to convert the exchanged RMB back into foreign currencies.

Article 4

The State Administration of Foreign Exchange (SAFE) and its branches shall make supervision over and regulation of the foreign currency
exchange business conducted by the bank-authorized exchange agencies according to the laws and regulations.

Article 5

The head offices of commercial banks shall establish uniform internal regulatory rules and risk management system for authorization
of foreign currency exchange business.

Authorizing banks shall, in accordance with its head office’ regulatory rules and risk management system, establish regulatory rules
and operational procedures. The contents shall include the following elements: regulation over foreign currency quotation of the
exchange agencies; regulation over settlement of foreign currency exchange business; regulation over the application, use, invalidation,
verification of foreign currency exchange receipts; risk management and cost-sharing of losses caused by currency exchanges; resolution
of disputes; stipulation on currencies that can be exchanged; setting upper limits for RMB or foreign currency cash stock; and management
of staff involved in foreign currency exchange business, etc.

Article 6

The bank shall, when authorizing exchange agencies to conduct foreign currency exchange business, sign a written agreement with the
exchange agencies on the authorization of foreign currency exchange business, which specifies the rights and obligations of both
parties and the guidelines for disputes resolution. This written agreement shall contain the main contents of regulatory rules and
operational procedures indicated in Article 5 and shall be filed in the local SAFE branch. The exchange agencies are not permitted
to conduct foreign currency exchange business before the filing of the written agreement is confirmed.

Article 7

When handling the formalities of filing, an authorizing bank shall submit the following materials:

(1)

Unified internal regulatory rules and risk management system for authorization of foreign currency exchange business formulated by
its head office.

(2)

Application form of the exchange agency to conduct foreign currency exchange business.

(3)

Statement of basic information of the exchange agency.

(4)

Regulatory rules on authorizing foreign currency exchange business.

(5)

Written agreement signed on authorizing foreign currency exchange business.

(6)

Samples of foreign exchange sales statement and the seals used in the business.

(7)

Other materials required by the SAFE and its branch.

The SAFE and its local branch shall issue a responding letter, within 30 days as of the day when such materials are received, to confirm
or reject the filing. If the filing is rejected, the reason shall be explained in the aforesaid letter. The authorizing bank, which
receives a letter from the Local SAFE branch rejecting the filing, shall not submit the same filing application for a second time
within 6 months since the day when the responding letter is received.

Article 8

The business venue of the exchange agencies for foreign currency exchange shall in principle be located in places with large flows
of people, such as ports, airports, railway stations, piers, scenic spots, border entry areas, main commercial areas, and hotels
eligible for receiving overseas guests.

Article 9

Where an exchange agency conduct foreign currency exchange business, it shall conform to the following requirements:

(1)

Having the domestic corporate legal person status.

(2)

Having a permanent business venue.

(3)

Having at least 2 staff members to conduct foreign currency exchange business, who shall be trained by the authorizing bank, and eligible
for such business.

(4)

Having equipment and related facilities that can receive accurate and timely quotation of foreign currencies from the authorizing
bank.

(5)

Other conditions required by the authorizing bank.

Article 10

An exchange agency is limited to sign the agreement on authorization of foreign currency exchange business with one bank located in
the same city, and may not sign such agreements with multiple banks or with banks in other cities.

An exchange agency may open multiple business venues for foreign currency exchange as agreed upon by the authorizing bank.

Article 11

Where the authorizing bank terminates its agreement with the exchange agency on foreign currency exchange business, it shall file
the termination with the Local SAFE branch within 10 days after the agreement is terminated.

Article 12

An exchange agency shall hang its plate at its business venue, indicating “Foreign Currency Exchange Agency of (name of the authorizing
bank)”. The authorizing bank shall be responsible for providing and administering the format of such a plate.

Article 13

The exchange agency shall conduct foreign exchange business according to the authorizing banks’ rules on foreign currency quotation,
and publish the quotation at an eye-catching position of its business venue.

Article 14

Separate accounting shall be adopted for foreign currency exchange business of exchange agencies.

Article 15

An exchange agency shall, when conducting foreign currency exchange business, use specified foreign currency exchange form and may
not use any other forms instead. Such a form shall be provided and administering by the authorizing bank.

The foreign currency exchange form shall contain, but not be limited to, the following information:

Name of the customer; nationality of the customer; type of the ID certificate and the ID number; date of the exchange; type of foreign
currency to be exchanged; value of the foreign currency and the RMB; and quotation of the foreign currency, etc.

The copy of foreign currency exchange form kept by the exchange agency shall be signed by the customer and stamped by the responsible
business processing staff to be validated. When filling in the currency exchange form, the exchange agency shall autotype at least
three copies. One copy shall be kept by the customer, while another one shall be kept by the authorizing bank and the last one shall
be kept by the exchange agency for accounting purposes. The authorizing bank and exchange agency shall keep these forms for 5 years
for the purpose of later check-up.

Where the exchange agency converts foreign currency into RMB for domestic resident individuals, it shall indicate on the currency
exchange form “exchange back into foreign currency not permitted”.

Article 16

An exchange agency shall abide by the authorizing bank’s rules for the storage, surrender and upper limit on the stock of foreign
currency.

The authorizing bank shall set an upper limit on the stock of foreign currency conducted by the exchange agency, and the limit may
in principle not exceed USD10, 000 or the equivalent value of foreign currencies at the conclusion of each business day.

Article 17

The authorizing bank is responsible for the training of staff in exchange agencies engaging in foreign currency exchange business.

Staff of exchange agencies engaging in foreign currency exchange business shall possess the following conditions:

(1)

Capability of verifying foreign currency banknotes and traveler’s checks.

(2)

Corresponding knowledge of the regulations on foreign exchange administration.

(3)

Other capabilities required by the internal control system of the authorizing bank.

Article 18

The authorizing bank shall fulfill its obligations of statistical reporting and report the foreign currency exchange business of all
its authorized exchange agencies on a consolidated basis, in accordance with the Measures for Reporting of International Balance
of Payments Statistics, other relevant provisions, and the reporting requirements for commercial banks when conducting the business
of settlement and sales of foreign exchange.

Article 19

The authorizing bank shall see to it that the exchange agencies are conducting foreign currency exchange business according to the
agreement signed between them. In the case of improper use of currency exchange forms and/or violation of rules on quotation of foreign
currency or other regulations of the SAFE, the authorizing bank shall take corrective measures and report such violations to the
local SAFE branch in good time.

Article 20

Any authorizing bank and its exchange agencies is involved in any the following act, they shall be punished by the local SAFE branch:

(1)

Where an exchange agency opens foreign currency exchange business without filing the required application materials with the local
SAFE branch, the authorizing bank and the foreign currency exchange agency shall be punished by the local SAFE branch according to
Article 41 of the “Regulations of the People’s Republic of China on Foreign Exchange Administration”.

(2)

Those setting quotation of foreign currency in violation of the relevant regulations on exchange rate shall be punished by the local
SAFE branch according to Article 43 of the Regulations of the People’s Republic of China of Foreign Exchange Administration.

(3)

Where an authorizing bank fails to make sure that the exchange agencies properly use the specified form to conduct foreign currency
exchange business according to the provisions, it shall be punished by the local SAFE branch according to Article 42 of the Regulations
of the People’s Republic of China on Foreign Exchange Administration and Article 40 of the Interim Measures for Settlement and Sales
of Foreign Exchange by Designated Foreign Exchange Banks.

(4)

Where an authorizing bank and its authorized exchange agencies are found in any other violation of foreign exchange administration,
they shall be punished by the local SAFE branch in accordance with the relevant rules.

Article 21

For a foreign currency exchange agency established before the present Measures come into force, its authorizing bank shall, according
to the provisions of the present Measures, do the remedial filing formalities with the local SAFE branch within 2 months after the
day they come into force.

Article 22

The present Measures shall be implemented as of November 1, 2003.

People’s Bank of China
2003-10-08

INTERIM PROVISIONS ON THE ACCESS OF OPERATIONAL QUALIFICATIONS FOR MOVIE PRODUCTION, DISTRIBUTION AND PROJECTION

20041110

State Administration of Radio, Film and Television

Order of the State Administration of Radio, Film and Television

No. 20

The “Interim Provisions on the Access of Operational Qualifications for Movie Production, Distribution and Projection”, which were
passed at the administration’s executive meeting on September 28, 2003, are hereby issued, and shall go into effect on December 1,
2003.

Xu Guangchun, Director General

October 29, 2003

Interim Provisions on the Access of Operational Qualifications for Movie Production, Distribution and Projection

Article 1

The present Provisions are formulated in order to stimulate the non-government sectors to facilitate the development of movie industry,
cultivate market subjects, govern market access, increase the overall strength and competitiveness of the movie industry, promote
the boom of socialist movie industry, and meet the people’s demands on their spiritual and cultural lives.

Article 2

The present provisions shall be applicable to the administration of qualification access for domestic state-owned and non-state-owned
enterprises to operate movie production, distribution and projection and for wholly foreign-owned companies to take part in the operation
of movie production and projection.

Article 3

The domestic state-owned and non-state-owned (not including wholly foreign-owned) entities are stimulated to establish movie production
companies through joint venture or cooperation with the existing state-owned movie production entities, or to independently establish
production companies. The overseas investors are permitted to establish movie production companies by means of joint venture or cooperation
by having share of the existing domestic state-owned movie production entities.

(1)

The application requirements for establishing a joint venture or cooperative (not including wholly foreign-owned) movie production
company are as follows:

1).

The registered capital shall be not less than 1 million Yuan; and

2).

Such documents as the application letter, the contract, the articles of association and the photocopy of the business license of each
party to the cooperation, which was issued by the administration for industry and commerce, must be submitted.

(2)

The application requirements for establishing a Chinese-foreign joint venture or cooperative movie production company are as follows:

1).

The registered capital shall be not less than 5 million Yuan;

2).

The share of overseas investment in the registered capital shall not exceed 49%; and

3).

(3)

The application requirements for a domestic state-owned or a non-state-owned (not including wholly foreign-owned) movie and television
culture entity that has not got the “Permit for Movie Production” to independently found a movie production company are as follows:

1).

For the first time it produces a film, it shall apply to obtain the “Permit for Movie Production (for one film only)”. And it must,
at the time of application, submit to the State Administration of Radio, Film and Television a photocopy of the business license
issued by the administration for industry and commerce, a proof on its capital, the main idea of the film to be produced and other
relevant documents. It shall carry out the relevant formalities in the local administration for industry and commerce after it has
obtained the “Permit for Movie Production (for one film only)”;

2).

It has, by way of the “Permit for Movie Production (for one film only)”, invested to produce two or more films;

3).

Its registered capital shall be no less than 1 million Yuan; and

4).

It must file such documents as the application letter, the photocopy of the business license issued by the administration for industry
and commerce, the “Permit for Movie Production (for one film only)” and the “Permit for Public Projection of Films” for the two films
it has invested to produce, and other relevant documents.

(4)

To any one that meets the requirements stated in Items (1), (2), and (3), the State Administration of Radio, Film and Television shall
issue the “Permit for Movie Production”.

The applicant shall carry the approval document and the “Permit for Movie Production” issued by the State Administration of Radio,
Film and Television to carry out the relevant formalities in the local administration for industry and commerce at its/his locality.

Article 4

In the light of the “Regulation on the Administration of Movies”, a movie production company that has obtained the “Permit for Movie
Production” in accordance with Article 3 of the present provisions may have the same rights and obligations as those enjoyed by
the existing state-owned movie production entities.

Article 5

The state-owned and non-state-owned (not including wholly foreign-owned) entities are encouraged to control the shares or to independently
found film technology companies, improve the basic facilities and technical equipment for movie production and projection. While
the wholly foreign-owned company are permitted to operate such business by having share, or to operate such business in the approved
provinces and cities by controlling the shares. The application requirements are as follows:

(1)

The registered capital shall be no less than 5 million Yuan;

(2)

Such documents as the application letter, the contract, the articles of association, and the photocopy of the business license of
each party to the cooperation issued by the administration for industry and commerce, must be submitted.

(3)

If the applicant meets the requirements mentioned above, it shall, after approval by the State Administration of Radio, Film and Television,
carry the approval documents issued by the State Administration of Radio, Film and Television to the relevant department of the state
to carry out the relevant approval formalities.

Article 6

Whichever entity engaged in the foreign-involved business as prescribed in Articles 3 and 5 shall carry out the relevant formalities
in the light of the relevant laws and regulations of the state.

Article 7

The state-owned and non-state-owned movie and television culture entities are encouraged to found companies that exclusively operate
the distribution of domestically produced films. The application requirements and procedures are as follows:

(1)

The registered capital shall be no less than 500,000 Yuan;

(2)

The applicant has been entrusted by a movie production entity to represent represented the distribution of two movies before or has
been entrusted by a TV play production entity to distribute two TV plays;

(3)

The applicant must offer such documents as the application letter, the photocopy of the business license issued by the administration
for industry and commerce, the proof on having been entrusted to represent the distribution of movies and TVs, and other relevant
documents; and

(4)

If the applicant meets the requirements mentioned above and applies to the State Administration of Radio, Film and Television to establish
a company exclusively running the distribution of domestically produced films, the “Operating Permit for Movie Distribution” shall
be issued to him by the State Administration of Radio, Film and Television, which allows the applicant to distribute domestically
produced films throughout the country. If the applicant applies to the local administrative department of movie at the provincial
level to found a company exclusively operating the distribution of domestically produced films, the “Operating Permit for Movie Distribution”
of the province shall be issued by the said local administrative department of movie, which allows the exclusive operation of domestically
produced films. The applicant shall carry the “Operating Permit for Movie Distribution” of domestically produced films to the local
administration for industry and commerce at its locality to carry out the relevant formalities.

Article 8

In the light of the “Regulation on the Administration of Movies”, a company that has obtained, in accordance with Article 7 of the
present provisions, the “Operating Permit for Movie Distribution” for exclusively running domestically produced films may have the
equal rights and obligations to those enjoyed by an existing movie distribution company at the provincial level.

Article 9

In the light of the “Measures for the Annual Assessment of the Distribution and Projection of Domestically Produced Films”, the State
Administration of Radio, Film and Television shall, make the annual evaluation on the companies that have got the “Operating Permit
for Movie Distribution”.

Article 10

The movie circuit companies may be permitted to integrate either in an intense type or a loose type. They are encouraged to take the
trans-provincial circuits as the basis for the reunification pursuant to the principle of separate management, but merge of the circuits
on the basis of administrative regions are forbidden. The integration of circuits shall be submitted to the State Administration
of Radio, Film and Television for approval.

(1)

The domestic state-owned and non-state-owned movie and television culture (excluding wholly foreign-owned) entities are encouraged
to, by having or controlling share, invest in the existing circuit companies or independently established circuit companies.

1).

When an entity invests in an existing circuit company by having share (in a proportion below 49%), its investment must be no less
than 30 million Yuan within three years, which shall be used to the construction and reform of the movie theaters in this circuit.
If an entity invests in an existing circuit company by controlling share, the shareholding entity must invest no less than 40 million
Yuan within three years, which shall be used to the construction and reform of the movie theaters in this circuit.

2).

In the case that an entity independently establishes an intra-provincial or national movie circuit company, the investment must be
no less than 50 million Yuan within three years, which shall be used to the construction and reform of the movie theaters in this
circuit.

3).

The relevant formalities shall be carried out for the establishment of a circuit company in the light of the provisions of the State
Administration of Radio, Film and Television on establishment of movie circuits. The establishment of an intra-provincial circuit
company shall be examined and approved by the administrative department of movie of the people’s government of the province, autonomous
region or municipality directly under the jurisdiction of the Central Government where the establisher is located, and be reported
to the State Administration of Radio, Film and Television for record. The establishment of a trans-provincial circuit company shall
be examined and approved by the State Administration of Radio, Film and Television.

(2)

In the light of the “Regulation on the Administration of Movies”, the state-owned and non-state-owned entities and individuals are
encouraged to, operate movie distribution and projection in the countryside throughout the country by various means, and also operate
movie projection in schools and communities in cities by various means.

(3)

The state-owned and non-state-owned entities and individuals are encouraged to invest to build and reform movie theaters. The running
of the movie projection business is requested to submit to the local administrative department of movie at the county level or above
for approval, and the relevant formalities shall be carried out in the local administration for industry and commerce.

Article 11

The import of films shall be exclusively operated by the film import enterprises which have got approvals from by the State Administration
of Radio, Film and Television. The distribution of imported films shall be undertaken by the distribution companies approved by the
State Administration of Radio, Film and Television, which enjoy the right to distribute imported films nationwide.

Article 12

The film-producing entities are encouraged to, through various channels, export domestically-produced films which have obtained the
“Permit for Public Projection of Films”. The movie production entities are encouraged to participate in foreign film festivals (exhibitions).
And the films in exhibition must be those that have obtained the “Permit for Public Projection of Films”, and shall be reported to
the State Administration of Radio, Film and Television for record in advance.

The report with the plan to hold a Chinese-foreign film exhibition or an international movie festival (exhibition) within the territory
of China must be submitted to the State Administration of Radio, Film and Television for approval.

Article 13

There is an every-two-year inspection system that shall be applicable to the “Permit for Movie Production” and the “Operating Permit
for Movie Distribution” awarded by the State Administration of Radio, Film and Television. The local administrative department of
movie shall, within the scope of its administrative authority, apply an annual inspection system to the “Operating Permit for Movie
Distribution” and the “Operating Permit for Movie Projection” it has issued.

Article 14

Any matter not specified in the present provisions shall be dealt with in the light of the “Regulation on the Administration of Movies”
and the relevant provisions.

Article 15

The present provisions shall go into effect on December 1, 2003.

State Administration of Radio, Film and Television
2003-10-29

123...22 Page 2 of 22

Russia Laws

The basic law

Concluding and Transitional Provisions

REGULATION ON THE CUSTOMS’ PROTECTION OF INTELLECTUAL PROPERTY RIGHT

MEASURES FOR THE HANDLING OF INCOME TAXES IN THE DEBT RESTRUCTURING OF ENTERPRISES

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON IMPROVING THE ADMINISTRATION OF FOREIGN EXCHANGE IN FOREIGN DIRECT INVESTMENTS

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING ADMINISTRATION OF FOREIGN EXCHANGE OF FUND MANAGEMENT COMPANIES WITH FOREIGN SHARES

CIRCULAR ON ADJUSTING THE WORKS RELATING TO JOINT ANNUAL EXAMINATION OF ENTERPRISES WITH FOREIGN INVESTMENT OF 2003

MEASURES FOR COMPULSORY LICENSING OF PATENT IMPLEMENTATION

MEASURES FOR MANAGEMENT OF AGRICULTURAL SEED SUBSTANCE RESOURCES

REGULATIONS ON CHINESE-FOREIGN COOPERATION IN RUNNING SCHOOLS

INTERIM MEASURES FOR THE ADMINISTRATION OF FOREIGN CURRENCY EXCHANGE AGENCIES

INTERIM PROVISIONS ON THE ACCESS OF OPERATIONAL QUALIFICATIONS FOR MOVIE PRODUCTION, DISTRIBUTION AND PROJECTION

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7