PROVISIONS OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF BONDED WAREHOUSES AND THE GOODS STORED THEREIN

Customs General Administration

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

No.105

The Provisions of the Customs of the People’s Republic of China on the Administration of Bonded Warehouses and the Goods Stored Therein,
which were deliberated and adopted at the executive meeting of this Administration on November 19th, 2003, are hereby promulgated
and shall be implemented on February 1st, 2004. The Provisions of the Customs of the People’s Republic of China on the Administration
of Bonded Warehouses and the Goods Stored Therein implemented as of May 1st, 1988 (ShuHuoZi [88] No. 375) shall be abrogated simultaneously.

Mou Xinsheng, Director of the General Administration

December 5th, 2003

Provisions of the Customs of the People’s Republic of China on the Administration of Bonded Warehouses and the Goods Stored Therein

Chapter I General Provisions

Article 1

With a view to strengthening the customs control of bonded warehouses and the goods stored therein, to regulating the operation and
management of bonded warehouses, and to promoting foreign trade and economic development, the present Provisions are formulated in
accordance with the Customs Law of the People’s Republic of China and the relevant laws and administrative regulations of the state.

Article 2

The term “bonded warehouses” as mentioned in the present Provisions refers to the warehouses that are established upon approval of
the customs for exclusive keeping of bonded goods and other goods that have not gone through customs clearance.

Article 3

Bonded warehouses are, on the basis of different objects stored, divided into public bonded warehouses and self-use bonded warehouses.

Public bonded warehouses are operated by the independent domestic enterprise legal persons that engage primarily in warehouse storage
business in China, and shall especially provide bonded storage services to the general public.

Self-use bonded warehouses are operated by specific independent domestic enterprise legal persons in China, and shall only store the
bonded goods of such enterprises for self use.

Article 4

The bonded warehouses that are used exclusively for keeping commodities of special usage or special types are called as special bonded
warehouses.

Special bonded warehouses comprise bonded warehouses for liquid dangerous goods, bonded warehouses for stock materials, bonded warehouses
for consignment and maintenance, and other special bonded warehouses.

The term “bonded warehouses for liquid dangerous goods” refers to the bonded warehouses that are consistent with the provisions of
the state on storage of dangerous chemicals and that exclusively provide bonded storage services of oil, product oil or other liquid
dangerous goods in bulk.

The term “bonded warehouses of stock” refers to the bonded warehouses that processing trade enterprises use to keep the raw materials,
equipment and the spare parts thereof imported for re-exporting, and the goods stored shall be limited to supply to such enterprises
themselves.

The term “bonded warehouses for consignment and maintenance” refers to the bonded warehouses that specially store the consigned spare
parts imported for the maintenance of foreign products.

Article 5

The following goods may be stored in bonded warehouses upon approval of the customs office:

Imported goods for processing trade;

Transit goods;

Oil, materials and maintenance spare parts for vessels and aircrafts engaged in international voyages or flights;

Imported consignments of spare parts for maintenance of foreign products;

Goods temporarily stored by foreign businesspeople;

Ordinary trade goods that have not gone through customs clearance; and

Other goods that have not gone through customs clearance and that are approved by the customs office.

Bonded warehouses shall, according to the range of goods and categories of commodities that the customs offices approve for storage,
carry out the business of bonded storage .

Article 6

No bonded warehouses may store any goods that are prohibited by the state from entering China, or the unapproved goods that affect
public security, public sanitation or health, public morality order and that are restricted from entering China, as well as other
goods that may not be stored in bonded warehouses.

Chapter II Establishment of Bonded Warehouses

Article 7

Bonded warehouses shall be set up in the areas where there are customs offices and that are convenient for customs control.

Article 8

An enterprise shall meet the following conditions to operate a bonded warehouse:

Possessing registered with the department of industry and commerce administration and possessing the status of enterprise legal person;

Possessing a minimum registered capital of RMB 3 million Yuan;

Being able to pay taxes to the customs office;

Possessing special business venue for storage of bonded goods;

If engaging in storage of commodities subject to special license, possessing the prescribed special license;

With regard to a processing trade enterprise engaging in operation of bonded warehouses of stock materials, possessing a minimum export
volume of 10 million US dollars; and

Other conditions provided for by the laws, administrative regulations and customs rules.

Article 9

A bonded warehouse shall meet the following conditions:

Meeting the requirements of the customs office on the layout of bonded warehouses;

Possessing the safety segregation facilities and control facilities that meet the requirements of customs control and other facilities
necessary for business operations;

Possessing the computer management systems of bonded warehouse that meet the requirements of customs control and that are connected
with the customs office;

Possessing the management systems of bonded warehouse that meet the requirements of custom control and the accounting systems that
meet the requirements of the accounting law;

Conforming to the laws, administrative regulations and relevant provisions of the state on land administration, planning, transportation,
fire control, safety, quality inspection, and environmental protection, etc;

With regard to a public bonded warehouse, possessing a minimum area of 2,000 square meters;

With regard to a bonded warehouse of liquid dangerous goods, possessing a minimum volume of 5,000 steres;

With regard to a bonded warehouse for consignment and maintenance, possessing a minimum area of 2,000 square meters; and

Other conditions provided for by laws, administrative regulations and customs rules.

Article 10

A bonded warehouse shall be subject to the examination and approval of the customs office directly affiliated to the Customs General
Administration and be archived at the Customs General Administration.

Article 11

Where an enterprise files an application for establishing a bonded warehouse, it shall file an written application with the competent
customs office of the place where the warehouse is to be located, and submit the relevant certificates prescribed in Articles 8 and
9 of the present Provisions.

The competent customs office shall accept the application if the application materials are complete and valid. In case the application
materials are incomplete or inconsistent with the statutory forms, the customs office shall, within 5 working days, notify the applicant
of all the contents that need to be supplemented. The customs office shall, within 20 days as of the date of acceptance of the application,
present the opinions of preliminary examination and submit the relevant materials to the customs office directly under the Customs
General Administration for examination and approval.

The customs office directly under the Customs General Administration shall finish the examination within 20 workdays as of the date
of receipt of the materials, and shall issue the document of approval if the conditions are met, the valid term of the document of
approval is one year; in case the conditions are not met, the applicant shall be notified in writing form of the reasons.

Article 12

An enterprise that files an application for establishing a bonded warehouse shall apply to the customs office for inspection and acceptance
of the bonded warehouse within one year from the day on which the customs office issues the document of approval for the bonded warehouse,
and the customs office directly under the Customs General Administration shall make the examination for acceptance pursuant to Articles
8 and 9 of the present Provisions. Where the applicant enterprise fails to file an application for examination and acceptance within
the time limit without justified reasons or the bonded warehouse fails to pass the examination for acceptance, the document of approval
for that bonded warehouse shall be invalidated automatically.

Article 13

After passing the examination for acceptance, a bonded warehouse may be put into operation only after being registered with the customs
office and being issued the Registration Certificate of Customs Bonded Warehouses of the People’s Republic of China (hereinafter
referred to as Registration Certificate).

Chapter III Management of Bonded Warehouses

Article 14

No bonded warehouse may be rent or lent to others for operation, neither may any sub-warehouse be set up.

Article 15

Customs offices shall adopt the computer network management of bonded warehouses, and may at any moment assign any person to enter
the bonded warehouses to check the receipt, delivery, and storage of the goods and the relevant account books. Where the customs
office believes it necessary, it may, along with the enterprise operating the bonded warehouse, fix a lock to the bonded warehouse
or directly assign personnel to the warehouse for monitoring, the enterprise operating the bonded warehouse shall provide the customs
office with the office place and necessary office conditions.

Article 16

Customs offices shall apply categorized management and annual examination system to bonded warehouses, and the specific measures shall
be formulated by the Customs General Administration separately.

Article 17

The principal of an enterprise operating a bonded warehouse and the managerial personnel of the bonded warehouse shall be familiar
with the relevant laws and regulations on customs control, comply with the provisions on customs control, and receive customs-related
training.

Article 18

An enterprise operating a bonded warehouse shall fill in the relevant documents and warehouse account books in accordance with the
facts, truly record and fully reflect the business operations and financial status, prepare the monthly receipt, delivery, and storage
statements and the annual financial accounting reports, and submit them to the competent customs office in the form of electronic
data and in written form.

Article 19

Where an enterprise operating a bonded warehouse needs to alter its name, registered capital, organizational form, or legal representative,
etc., it shall file a written application with the customs office directly under the Customs General Administration prior to the
alteration to explain the alterations, reasons and time of alteration; and the customs office shall, after the alteration, make the
examination again according to Article 8 of the present Provisions.

Where a bonded warehouse needs to alter its name, address, storage area (volume), range of goods and categories of commodities to
be stored, etc., the alteration shall be subject to the approval of the customs office directly under the Customs General Administration.

The customs office directly under the Customs General Administration shall put on record with the Customs General Administration the
alterations of the enterprise operating the bonded warehouse and those of the bonded warehouse.

Article 20

Where a bonded warehouse stops the operation of bonded storage business for six consecutive months without justified reasons, the
enterprise operating that bonded warehouse shall file an application to the customs office for terminating the bonded storage business.
Where the operating enterprise fails to make the application, the customs office shall write off its registration and withdraw the
Registration Certificate.

Where a bonded warehouse fails to participate in the annual examination or fails the annual examination, the customs office shall
write off its registration and withdraw its Registration Certificate.

Where a bonded warehouse discontinues the bonded storage business because of any other reasons, the enterprise operating that bonded
warehouse shall file a written application, and upon examination by the customs office, return the Registration Certificate and handle
the formalities for deregistration.

Chapter IV Management of Goods Stored in Bonded Warehouses

Article 21

Upon goods’ entry into a bonded warehouses, the consignee or consignor or the agent thereof shall handle the customs declaration and
warehouse entry formalities with the customs office upon the strength of the relevant documents, and the customs office shall examine
the types, quantities and value of the goods declared for entry in accordance with the range of goods and categories of commodities
of the goods that can be stored in the bonded warehouses, and shall verify and register the entry goods.

Where the import port of the goods entering into a bonded warehouse is not under the jurisdiction of the customs office in charge
of the bonded warehouse, the relevant formalities may, upon approval of the customs office, be processed according to the provisions
on customs transit or with the customs office of the import port.

Article 22

The goods stored in a bonded warehouse may go through simple processing, such as packaging, grading and classification, adding shipping
marks, dismantling, and assembling, etc., but no substantial processing may go through.

Without approval of the customs office, the goods stored in a bonded warehouse may not be sold, transferred, mortgaged, pledged, kept
as lien, used for any other purpose, or disposed of otherwise.

Article 23

The following goods stored in a bonded warehouse shall, when leaving the warehouse, be exempted from tariff and import link tax pursuant
to law:

Spare parts that are used for free maintenance of relevant foreign products within the guaranteed period and that are consistent with
the relevant provisions on non-compensated goods;

Oil and materials used in vessels and aircrafts engaging in international voyages and flights; and

Other tax-free goods provided for by the State.

Article 24

The storage period of the goods stored in a bonded warehouse is one year. The period may be extended if there are really justified
reasons; but the extension may not exceed one year except under special circumstances.

Article 25

The goods stored in a bonded warehouse under any of the following circumstances may go through the formalities for warehouse exit
upon approval of the customs office, and the customs office shall carry out administration and examination prior to clearance according
to the corresponding provisions:

To be transported abroad;

To be transported to any bonded area or processing area in China or be allocated to any other bonded warehouse for further control;

To become imported goods for processing trade;

To be sold on the domestic market; or

Any other circumstances provided for by the customs offices.

Article 26

Where the goods stored in a bonded warehouse is to leave the warehouse and to be transported to any other place in China, the consignor
or consignee or the agent thereof shall fill in the import declaration, and shall make the declaration with the customs office with
the relevant documents such as the warehouse exit instrument, etc., the bonded warehouse shall go through the warehouse exit formalities
with the customs office and discharge the goods upon the strength of the declaration signed by the customs office for clearance.

Where any goods shall be taken out of a bonded warehouse in a different place, the goods may be declared with the customs office in
charge of that bonded warehouse, or go through the formalities for transit according to the provisions on customs control.

Where goods stored in a bonded warehouse are to leave in small quantities but in frequent internals, a concentrated customs declaration
may be handled upon approval of the customs office.

Article 27

Where the goods stored in a bonded warehouse are to leave the warehouse and to be re-transported abroad, the consignor or the agent
thereof shall fill in the export declaration, and make the declaration with the customs office on the basis of the relevant documents
such as the warehouse exit instrument, etc., the bonded warehouse shall handle the formalities for warehouse exit with the customs
office and discharge the goods on the strength of the declaration form signed by the customs office for clearance.

Where the export port of outward goods is not under the jurisdiction of customs office in charge of the bonded warehouse, the relevant
formalities may, upon approval of the customs office, be handled at the customs office of the export port, or the formalities for
transit may be handled according to the relevant provisions on customs control.

Chapter V Legal Liabilities

Article 28

Where the goods stored in a bonded warehouse are damaged or lost during the storage period, the bonded warehouse shall, except that
the damages or loss are caused by force majeure, pay the taxes for the damaged or lost goods to the customs office and assume the
corresponding legal liabilities.

Article 29

Upon expiration of the storage period of the goods stored in a bonded warehouse, if no application is made for extending the period
with the customs office in a timely manner or the goods are not re-transported to abroad or imported upon expiration of the extended
period, the customs office shall deal with the case in accordance with Article 5 of the Measures of the Customs of the People’s
Republic of China on the Disposition of the Import Goods Undeclared within the Time Limit, the Inward Goods Discharged by Mistake
or Over-discharged, and the Goods Waiving Import.

Article 30

After the establishment, alteration or written-off of a bonded warehouse, in case the customs office finds the original application
materials are incomplete or inaccurate, it shall order the operating enterprise to make correction within the prescribed time limit,
and if the customs office finds the enterprise has concealed the truth, provided falsified materials or otherwise violated the law,
it shall punish that enterprise pursuant to the law.

Article 31

Where an enterprise operating a bonded warehouse commits any of the following acts, the customs office shall order it to get right,
and may give it a warning or impose on it a fine of not more than RMB 10,000 Yuan; and in case there are any legal gains, a fine
of less than 3 times the legal gains shall be imposed, however, the maximum amount shall not be more than RMB 30,000 Yuan:

Storing non-bonded goods in the bonded warehouse without the approval of the customs office;

Setting up any sub-warehouse under the bonded warehouse without authorization;

Managing the bonded goods poorly with unclear account books; or

Failing to process the customs formalities according to Article 19 in the event of any alteration of the business items.

Article 32

For any illegal act in violation of the present Provisions, the customs office shall punish the offender in accordance with the Customs
Law of the People’s Republic of China and the Implementing Rules for Administrative Punishments of the Customs Law of the People’s
Republic of China. The offender shall be subject to criminal liabilities if a crime has been constituted.

Chapter VI Supplementary Provisions

Article 33

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

Article 34

The present Provisions shall be implemented on February 1st, 2004. The Measures of the Customs of the People’s Republic of China for
the Administration of Bonded Warehouses and the Goods Stored Therein which came into force on May 1st, 1988 shall be repealed simultaneously.

Customs General Administration
2003-12-05

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON REVISING THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON THE PEOPLE’S BANK OF CHINA

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

No. 12

The Decision of the Standing Committee of the National People’s Congress on Revising the Law of the People’s Republic of China on
the People’s Bank of China, which has been adopted by the sixth session of the Standing Committee of the Tenth National People’s
Congress of the People’s Republic of China on December 27, 2003, is hereby promulgated, and shall enter into force as of February
1, 2004.
President of the People’s Republic of China Hu Jintao

December 27, 2003

Decision of the Standing Committee of the National People’s Congress on Revising the Law of the People’s Republic of China on the
People’s Bank of China

(Adopted at the Sixth Session of Standing Committee of the Tenth National People’s Congress on December 27, 2003)

It has been decided at the sixth session of the Standing Committee of the Tenth National People’s Congress to make alterations on
the Law of the People’s Republic of China on the People’s Bank of China as follows:

Article 1 shall be revised as “This Law is hereby constituted in order to establish the status of the People’s Bank of China (PBC),
clarify its functions, ensure the correct enactment and implementation of the state monetary policies, and set up and improve a macro-control
system through the central bank, as well as safeguard the stability of the banking industry.”

Paragraph 2 of Article 2 shall be revised as “The People’s Bank of China shall constitute and implement monetary policies, prevent
and dissolve financial risks, and safeguard the stability of the banking industry in the country, upon the guidance of the State
Council.”

Paragraph 1 of Article 4 shall be revised as “The People’s Bank of China shall implement the following responsibilities:

(1)

.Releasing and performing orders and regulations regarding its functions;

(2)

Constituting and carrying out monetary policies according to related laws;

(3)

Issuing Renminbi (RMB) and being in charge of its circulation;

(4)

Surveilling the inter-bank borrowing or lending markets and inter-bank bonds markets;

(5)

Performing administration on foreign exchange, and surveilling inter-bank foreign exchange market;

(6)

Surveilling gold market;

(7)

Holding, supervising and managing the state foreign exchange reserve and gold reserve;

(8)

Managing the state treasury;

(9)

Maintaining the regular operation of the systems for payments and settlements of accounts;

(10)

Guiding and arranging the anti-money-laundering work of the financial industry, taking charge in capital surveillance and measurement
over anti-money-laundering;

(11)

Being in charge of the statistics, investigation, analysis, and forecasting of the financial industry;

(12)

Engaging in related international banking operations as the central bank of the state; and

(13)

Other functions as prescribed by the State Council. ”

Article 6 shall be revised as “The People’s Bank of China shall submit a working report regarding monetary policies and operation
of the financial industry to the Standing Committee of the National People’s Congress”.

One Article shall be added as Article 9 , that is, “The State Council shall set up a financial surveillance and administration coordination
mechanism, and the specific measures shall be constituted accordingly.”

Article 11 shall be changed as Article 12 , and one Paragraph shall be added as Paragraph 2, that is, “the monetary policy committee
of the PBC shall play its part in the state macro-control, and in the constitution and adjustment of monetary policies.”

Article 12 shall be changed as Article 13 , and it shall be revised as “The PBC shall set up branches as its representative organs
as required in performing its functions, and practice uniformly leading and control over these branches.”

“The branches of the PBC shall maintain the stability of financial industry and handle related business operations in the areas under
their respective jurisdictions under the authorization of the PBC.”

Article 14 shall be changed as Article 15 , and it shall be revised as “The governor, deputy governors and other staff of the PBC
shall keep state secrets in accordance with related laws and be responsible for keeping secrets of the banking institutions and the
clients regarding their performance of functions.”

Article 22 shall be changed as Article 23 , of which Subparagraph (1) of Paragraph one shall be revised as demanding that the banking
institutions deposit the reserve fund at a prescribed ratio; and Subparagraph (3) thereof shall be revised as handling rediscounting
for the banking institutions, which have opened accounts in the PBC; and Subparagraph (5) thereof shall be revised as dealing in
treasury bonds, other government bonds, financial bonds and foreign exchange on the open market.

10.

Article 25 shall be changed as Article 26 , and it shall be revised as “The PBC may open accounts for banking institutions as required,
but may not overdraw the accounts of the banking institutions.”

11.

Article 26 shall be changed as Article 27 , and shall be revised as “The PBC shall perform in organizing or assisting in setting
up banking institutions in settling inter-institutional accounts, coordinating the activities and providing services thereof. The
specific procedures for such operation shall be constituted by the PBC.

The PBC shall, in collaboration with the banking regulatory organ of the State Council, constitute rules for settlement of payment.”

12.

Article 30 shall be changed as Article 31 , and shall be revised as “The PBC shall make surveillance and inspection over the operation
of financial market, and perform macro-control on financial market in order to advance its harmonious progress.”

13.

Article 31 shall be deleted.

14.

Article 32 shall be revised as “The PBC shall reserve the right to conduct inspection and surveillance over the acts of the financial
institutions, other entities or individuals as follows:

(1)

Acts of implementing related provisions regarding the management of reserve against deposit;

(2)

Acts relating to the special loans of the PBC;

(3)

Acts of performing the provisions regarding Renminbi control;

(4)

Acts of performing related provisions regarding the management of the inter-bank borrowing or lending markets and the inter-bank bonds
markets;

(5)

Acts of performing related provisions regarding foreign exchange control;

(6)

Acts of performing related provisions regarding gold management;

(7)

Acts on behalf of the PBC of managing the state treasury;

(8)

Acts of performing related provisions regarding settlement management; and

(9)

Acts of performing related provisions regarding anti-money-laundering.

The special loans hereof referred to in the preceding Paragraph are the loans used exclusively, which are decided by the State Council
and issued to financial institutions by the PBC”.

15.

One Article shall be added as Article 33 , that is, “The PBC may make suggestion that the banking regulatory organ of the State Council
conduct inspection and surveillance over banking institutions according to the needs of implementing the monetary policy and maintaining
the stability of the finance. And the banking regulatory organ of the State Council shall issue a reply within 30 days as of the
receipt of the suggestion.”

16.

One Article shall be added as Article 34 , that is, “The PBC may, upon the approval of the State Council, reserve the right to conduct
inspection and surveillance over the banking institution for the purpose of maintaining financial stability when a banking institution
has difficulty in payment which may lead to financial risks.”

17.

Article 33 shall be changed as Article 35 , and shall be revised as “The PBC may reserve the right to require the banking institutions
to submit the necessary balance sheet, statements of profits and other financial and statistical reports and materials as required
by its functions.

The PBC shall, in collaboration with the banking regulatory organ of the State Council and other financial surveillance and administration
organs of the State Council, set up the surveillance and administration information sharing mechanism.”

18.

Article 35 shall be deleted.

19.

Article 39 shall be altered as Article 40 , and shall be revised as “The PBC shall manage its revenues and expenditures and accounting
affairs according to related laws, administrative regulations, and the uniform financial and accounting systems of the state, and
shall be subject to the auditing and surveillance of the audit organs and the financial departments of the State Council separately
according to related laws.”

20.

Article 41 shall be changed as Article 42 , and it shall be revised as “Where anyone who illicitly prints or mints Renminbi, sells
counterfeit or illicitly printed or minted Renminbi, or knowingly transports counterfeit money or illicitly printed or minted money,
if a crime is constituted, it/he shall be investigated for criminal liabilities in accordance with related laws; if no crime is constituted,
a detention of no more than 15 days and a fine of no more than RMB 10,000 shall be imposed upon it/him by the public security organs.”

21.

Article 42 shall be changed as Article 43 , and shall be revised as “Where anyone who buys counterfeit or altered Renminbi or knowingly
holds or uses counterfeit or altered or illegally printed or minted Renminbi, if a crime is constituted, criminal liabilities shall
be investigated; if no crime is constituted, a detention of no more than 15 days and a fine of no more than RMB 10,000 shall be imposed
by the public security organs.”

22.

Article 45 shall be changed as Article 46 , and shall be revised as “In case any act listed in Article 32 of this Law violates related
provisions, punishment shall be imposed in accordance with the provisions regarding punishment in the related laws and administrative
regulations if any. In case of no provisions regarding punishment, the PBC shall give warnings, confiscate illegal gains if any subject
to different circumstances, and a fine of one time up to five times of the illegal gains in case the illegal gains are more than
RMB 500,000 shall be imposed; and a fine of RMB 500,000 up to RMB 2 million shall be imposed, if there are no illegal gains or the
illegal gains are no more than RMB 500,000. A warning, or a fine of RMB 50,000 Yuan up to RMB 500,000 Yuan shall be imposed upon
the directors and senior management personnel directly responsible and other persons directly liable. If it constitutes a crime,
the criminal liability shall be investigated in accordance with related laws.”

23.

Article 49 shall be changed as Article 50 , and shall be revised as “Where any functionary of the PBC divulges any state or commercial
secret he acquires, if a crime is constituted, criminal liabilities shall be investigated in accordance with related laws. If no
crime is constituted, he shall be subject to administrative sanctions in accordance with related laws.”

24.

Article 50 shall be changed as Article 51 , and it shall be revised as “Where any functionary of the PBC commits embezzlement, accepts
bribery, commits irregularities for personal interests, abuse their official capacities, or neglect their duties, if a crime is constituted,
criminal liabilities shall be investigated in accordance with law; if no crime is constituted, he shall be subject to administrative
sanctions in accordance with law”.

25.

One Article shall be added as Article 52 , that is, “The banking institutions as mentioned in this Law mean the commercial banks,
urban credit cooperatives, rural credit cooperatives, and other financial institutions and policy banks that absorb public deposits.

The provisions of this Law on banking institutions apply to the financial capital management companies, trust and investment companies,
finance companies, and financial leasing companies, which are set up within the territory of China, and other financial institutions
set up upon the approval of the banking regulatory organ of the State Council”.

The present Decision shall enter into force as of February 1, 2004.

The Law of the People’s Republic of China on the People’s Bank of China shall be revised pursuant to the present Decision, and the
order of the clauses thereof shall be adjusted accordingly, and this revised Law shall be publicized again.

The Standing Committee of the National People’s Congress
2003-12-27

INTERIM PROCEDURES CONCERNING CAPITAL ACCRETION THROUGH ADDITIONAL ISSUES OF B-SHARES BY DOMESTIC LISTED COMPANIES

Interim Procedures Concerning Capital Accretion Through Additional Issues of B-Shares by Domestic Listed Companies

Article 1 This set of procedures has been formulated in accordance with the provisions of the Company Law of the People’s Republic
of China (hereinafter referred to as Company Law), the Regulations of the State Council on Domestic Listed Shares for Overseas Investors
and Detailed Rules for Regulations of the State Council on Domestic Listed Shares for Overseas (hereinafter referred to as Detailed
Rules), and other related laws and regulations with a view to promoting the development of the market for B-shares and standardize
the increases of capital by listed companies concerned (hereinafter referred to as “companies”) by additional issues of B-shares
(excluding rights issues).

Article 2 A company to place additional B-shares for capital accretion should be in conformity with the following conditions:

(1) The uses of the fund raised from the placement should be in whole conformity with the industrial policy of the State, the plan
for investment to fixed assets and the relevant provisions concerning the use of foreign capital;

(2) The shares issued for a previous placement of the company (including placement for capital accretion or placement of rights, the
same below) has been fully subscribed, and the uses of the capital raised are in conformity with what has been addressed in the Prospectus
on Stock Issue or Prospectus on Rights Issue, or the issues concerned have been approved according to legal procedures and has already
acquired a good efficiency in use of the capital;

(3) The interval between the announcement of the prospectus for the previous placement of B-shares of the company and announcement
of the current pnlacement for increasing capital is not less than 12 months. But the interval between the current additional B-share
placement and the previous placement for same A-shares may be less than 12 months;

(4) There was no major act violating the law in the latest three years of the company;

(5) The contents of the company’s articles of association are in conformity with the Company Law and other related provisions;

(6) The methods for calling and holding of general meetings of shareholders, the methods for voting at the meetings, and the contents
of resolutions made at the meetings are in conformity with the provisions of relevant laws and regulations, policies, and the articles
of association of the company;

(7) Information disclosure concerned is made according to provisions of relevant laws and regulations;

(8) The company made profits in the latest three consecutive years, being able to distribute dividends to its shareholders;

(9) The financial and accounting statements of the company for the latest three years do not have false records and no important imformation
omitted;

(10) The prescribed minimum of issue price for the additional placement of B-sharese for capital accretion or the range of the issue
prices is not less than the net asset value of per share before the issue;

(11) The proportion of the foreign-funded shares in the total capitalization of the company after the additional placement of B-shares
for capital accretion does not exceed the said proportion as prescribed by the department in charge of the enterprise, the administrative
department of the industry and other competent departments; and

(12) Other conditions as provided by the Securities Committee of the State Council.

Article 3 In general meeting of shareholders, the following matters concerning an additional placement of B-shares for capital accretion of
a company should be voted item by item:

(1) number of shares to be issued in the said placement;

(2) principles or conditions for determining the issue price;

(3) term of validity of the resolution on the said placement; and

(4) authorization and requirements to the board of directors of the company for the handling of specific matters of the said placement.

The board of directors of the company should put the above items into the notices on holding of the general meeting to shareholders
and also ensure full opportunity of all shareholders to exercise the right to vote.

Article 4 Whereas the general meeting of shareholders authorizes the board of directors to make specific arrangements for the additional placement
of B-shares for capital accretion, the board of directors may, within the scope of authorization, independently decide on such matters
as the time, means and prices of the placement, and revisions to relevant clauses of the company’s articles of association, as well
as the plan for the uses of the capital raised.

Article 5 A company placing additional B-shares for capital accretion may accretion prepare a brief memorandum or other forms of information
for the placement which should include at least the following contents:

(1) type, face value, total volume and price of the shares in the current placement, net asset value per share before the placement
and the expected net asset value per share after the placement, total capital to be raised, and the market price of the company’s
stock at the time when the issue price is determined;

(2) explanation of the uses of the capital raised from the current placement;

(3) names of the underwriter(s) and other related intermediaries, program and principles for the current placement;

(4) major changes to the company’s operational conditions since the latest public disclosure of documents (prospectus on the stock
placement, prospectus on rights placement, announcement for the listing of the company, annual report, interim report, etc.); and

(5) other contents as required by the China Securities Regulatory Commission.

Article 6 Whereas a company offers the B-shares to be issued for capital accretion to unitary subscribers including lump sum purchase of all
the shares by underwriters underwriting by a securities organization the company may not necessarily prepare the memorandum of other
form of information for the placement. However, the company should timely disclose information in accordance with the requirements
of the China Securities Regulatory Commission and related securities exchange. Within five days after placement, the conditions of
placement, underwriting and information disclosure of the additional B-shares for capital accretion should be reported to the China
Securities Regulatory Commission for the record.

Article 7 The reporting materials on a company’s placement of additional B-shares for capital accretion should be prepared according to a standard
form as provided for in Article 7 and Article 14 of the Detailed Rules and the appendix of these procedures, and be reported to the
China Securities Regulatory Commission for examination and approval. The company may put the placement of additional B-share for
capital accretion into effect upon the approval of the China Securities Regulatory Commission.

Article 8 This set of procedures shall come into force as of the date of its promulgation.

Appendix:

Standard Forms for Reporting Materials on Placement of Additional B- Shares for Capital Accretion by Companies Listed within the Territory

The materials to be reported to the China Securities Regulatory Commission by a B-share company (hereinfter referred to as “company”)
for additional placement of B-shares for capital accretion should be prepared in accordance with the following standard forms:

I. Paper, Cover and Number of Copies of the Reporting Materials

1. Paper:

Paper in the size of 209 X 295 (equal to A4 paper) shall be used.

2. The cover should present:

(1) The words of “Reporting Materials on Additional Placement of B- Shares for Capital Accretion”;

(2) Name of the reporting company;

(3) Date of reporting;

(4) Date of acceptance;

(5) Date of meeting to examine the issue;

(6) Date on which the document of approval is signed.

(The items (4) – (6) should be filled up by the China Securities Regulatory Commission.)

3. Number of copies:

(1) Six copies of the reporting materials should be submitted initially, at least one of which shall be the original copy;

(2) After pre-examination ends, 12 copies of the reporting materials that have been revised should be submitted, at least one of which
shall be the original copy.

II. Contents of Reporting Materials on Placement of Additional B-Shares for Capital Accretion

Chapter One Documents on the Said Issuance Issued by the Local Government or the Central Government Department in Charge of the Company
Concerned

1-1 Agreement of the local government or the central government department in charge of the company for the placement of additional
B- shares for capital accretion and the presentation of related reporting materials to the China Securities Regulatory Commission.

Chapter Two Documents of Authorization and Appendices on the Additional Placement

2-1 Resolution of the current general meeting of shareholders

2-2 Explanation of the basic conditions about the current general meeting of shareholders (including the conditions about the attendance
and voting of the company’s domestic shareholders and foreign shareholders)

2-3 Notice on convening the current general meeting of shareholders (duplicate of the announcement) and the explanation of the conditions
about the notice

2-4 Application for the company’s placement of additional B-shares for capital accretion

2-5 Resolutions of the board of directors and minutes of the meeting

Chapter Three Related Conditions about the Previous Stock Issue (Including Rights Issue or Additional Issue for Capital Accretion,
the Same Below), and Other Materials

3-1 The conditions about the uses of the capital raised from the previous stock issue, and explanation of the conditions about the
approval of change to the planned uses

3-2 The Prospectus on Stock Issue or Prospectus on Rights Issue for the Previous Stock Issue

3-3 Explanation of the conditions about information disclosure since the previous stock issue

3-4 Historical changes of stock right composition of the company (may be shown in figures or tables)

3-5 Business license for enterprise legal person

Chapter Four Explanatory Materials about the Feasibility of Capital Uses

4-1 The feasibility study report on the uses of the capital to be raised from the current issuance of additional B-shares for capital
accretion

4-2 Documents of approval issued by the competent government departments to the proposal of fixed assets investment

Chapter Five Brief Informations about the Placement

5-1 A memorandum or other forms of explanatory information on the additional placement (A version in foreign language shall also be
presented at the same time)

5-2 Appendices to the explanatory information

5-2-1 Financial statements and attached notes and audit reports (including audit in and out of the territory) of the company for the
latest three years

5-2-2 Report on profit forecast (if available)

5-2-3 Letter of legal opinion

5-2-4 Examination records of the underwriter’s lawyer on the prospectus of the information memorandum

5-3 Summary of the prospectus

Notes:

(1) With the agreement of the China Securities Regulatory Commission, a brief introduction to the placement may not necessarily be
included in the reporting materials if all the additional shares are to be offered to the underwriter(s) in a lump sum. But the financial
statements and attached notes and audit reports (including audits in and out of the territory) for the latest years, the report on
profit forecast, the letter of legal opinion, the program for issuing and listing, etc. still have to be provided. Besides, within
five days after the additional shares are placed, the lead underwriter and the company should respectively report the related conditions
about the current issuance of B-shares and information diclosure about the issuance to the China Securtities Regulatory Commission
for the record.

(2) Before the China Securities Regulatory Commission works out separate rules, the summary of the prospectus may be prepared with
reference to the Contents and Form of Prospectus, and should be completely consistent with the contents published on designated newspapers
later.

Chapter Six Appendices to the Reporting Materials for Issuance

6-1 Opinion (if available) of the holders of State shares on the current placement of additional B-shares for capital accretion

6-2 Articles of association of the company

6-3 Underwriting agreement

6-4 Agreement of the underwriting consortium (if available)

6-5 Letter of commitment issued by a stock exchange on agreeing to arranging the listing of the additional B-shares for increasing
capital issued by the company

6-6 Analysis report on the prospects of the additional B-shares placement for capital accretion and the issuance program made respectively
by the lead underwriter and the international coordinator

Chapter Seven Business Qualification Certificates for Intermediaries

7-1 Qualification certificates for competent securities organizations dealing in foreign funded-shares listed within the territory

7-2 Qualification certificates for other intermediaries (accounting firms, law firms) and their signers dealing securities business

Notes:

(1) The page number of each page must be consistent with the page numbers in the contents

(2) Examples for marking page numbers. For example, the page numbers for the 4-1 section of Chapter Four shall be marked as: 4-1-1,
4-1-2, 4-1-3 …4-1-N.

THE GOVERNMENT PROCUREMENT LAW

The Government Procurement Law of the People’s Republic of China

(Adopted at the 28th Meeting of the Standing Committee of the Ninth National People’s Congress on June 29, 2002 and
promulgated by Order No. 68 of the President of the People’s Republic of China on June 29, 2002)

Contents

Chapter I General Provisions

Chapter II Parties to Government Procurement

Chapter III Methods of Government Procurement

Chapter IV Government Procurement Proceedings

Chapter V Government Procurement Contract

Chapter VI Query and Complaint

Chapter VII Supervision and Inspection

Chapter VIII Legal Liabilities

Chapter IX Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted for purposes of regulating government procurement activities, improving efficiency in the use
of government procurement funds, safeguarding the interests of the State and the public, protecting the legitimate rights and interests
of the parties to government procurements and promoting honest and clean government.

Article 2 This Law is applicable to government procurement activities conducted within the territory of the People’s Republic
of China.

For purposes of this Law, “Government Procurement” refers to the purchasing activities conducted with fiscal funds by government
departments, institutions and public organizations at all levels, where the goods, construction and services concerned are in the
centralized procurement catalogue complied in accordance with law or the value of the goods, construction or services exceeds the
respective prescribed procurement thresholds.

The centralized procurement catalogue and the prescribed procurement thresholds mentioned above shall be complied within the limits
of powers defined by this Law.

For purposes of this Law, “Procurement” refers to activities conducted by means of contract for the acquirement of goods, construction
or services for consideration, including but not limited to purchase, lease, entrustment and employment.

For purposes of this Law, “Goods” refer to objects of every kind and form, including but not limited to raw and processed materials,
fuel, equipment and products.

For purposes of this Law, “Construction” refers to all construction projects, including construction, reconstruction, expansion,
fitting up, demolition and repair and renovation of a building or structure.

For purposes of this Law, “Services” refer to any object of government procurement other than goods and construction.

Article 3 The principles of openness and transparency, fair competition, impartiality and good faith shall be adhered to in
government procurement activities.

Article 4 Where public invitation or invited bidding is adopted for government procurement of construction, the Law on Bid
Invitation and Bidding shall apply.

Article 5 No entity or individual may, by any means, deny or restrict free access by outside suppliers to the local markets
or the market of the same industry for government procurement.

Article 6 Government procurement shall be conducted strictly in accordance with the budget approved.

Article 7 Government procurement shall be conducted by both centralized and decentralized procurement. The items of centralized
procurement shall be determined in accordance with the centralized procurement catalogue published by people’s governments at or
above the provincial level.

The centralized procurement catalogue for government procurement items that come under the central budget shall be determined and
published by the State Council; the centralized procurement catalogue for government procurement items that come under the local
budgets shall be determined and published by the people’s governments of provinces, autonomous regions or municipalities directly
under the Central Government or the departments authorized by them.

Centralized procurement shall be made for government procurement items that are included in the centralized procurement catalogue.

Article 8 The thresholds for government procurement items that come under the central budget shall be prescribed and published
by the State Council; the thresholds for items that come under local budgets shall be prescribed and published by the people’s governments
of provinces, autonomous regions or municipalities directly under the Central Government or the department authorized by them.

Article 9 Government procurement shall be conducted in such a manner as to facilitate achievement of the goals designed by
State policies for economic and social development, including but not limited to environmental protection, assistance to underdeveloped
or ethnic minority areas, and promotion of the growth of small and medium-sized enterprises.

Article 10 The government shall procure domestic goods, construction and services, except in one of the following situations:

(1) where the goods, construction or services needed are not available within the territory of the People’s Republic of China or,
though available, cannot be acquired on reasonable commercial terms;

(2) where the items to be procured are for use abroad; and

(3) where otherwise provided for by other laws and administrative regulations.

The definitions for the domestic goods, construction or services mentioned in the preceding paragraph shall be applied in accordance
with the relevant regulations of the State Council.

Article 11 Information, with the exception of information related to business secrets, regarding government procurements shall
be announced to the public in a timely manner through the media designated by the department for supervision over government procurement.

Article 12 Where in government procurement the procuring person or the person concerned has an interest in the suppliers, he
shall withdraw from the procurement proceeding. Where a supplier believes that the person doing the procuring or the person concerned
has an interest in other suppliers, it may apply for withdrawal of the said person.

The person concerned as mentioned in the preceding paragraph means any of the members of the bid evaluation committee for procurement
through public invitation, of the negotiation team for procurement through competitive negotiations, or the inquiry team for procurement
through inquiry of quotations.

Article 13 The finance departments of the governments at all levels are departments for supervision over government procurement,
performing the duty of supervision over government procurement activities in accordance with law.

The departments concerned in the government at all levels shall, in accordance with law, perform the duty of supervision over activities
related to government procurement.

Chapter II

Parties to Government Procurement

Article 14 The parties to government procurement refer to the principal entities of all kinds that enjoy rights and undertake
obligations in government procurement, including the procuring entities, the suppliers and the procuring agencies.

Article 15 The procuring entities refer to the government departments, institutions and public organizations that engage in
government procurement in accordance with law.

Article 16 The institutions for centralized procurement are the procuring agencies. People’s governments at the level of cities
divided into districts and of autonomous prefectures or above that make arrangements for centralized procurement on the basis of
the items to be procured by the governments, are required to set up institutions for centralized procurement.

The institutions for centralized procurement are non-profit legal persons that conduct procurement as entrusted by the procuring
entities.

Article 17 When conducting government procurement activities, institutions for centralized procurement shall meet the requirements
for procurement at a lower-than-average market price, at higher efficiency, and of quality goods and services.

Article 18 When procuring items for the government that are included in the centralized procurement catalogue, the procuring
entities shall entrust the matter to institutions for centralized procurement; they may do it themselves where the items to be procured
are not included in the said catalogue, or they may entrust the matter to institutions for centralized procurement that shall do
it on their behalf within the scope entrusted.

Items, included in the centralized procurement catalogue that are for general use by the governments, shall be procured by entrusting
the matter to an institution for centralized procurement; items for the special need of a department or set-up shall be procured
by the department or set-up in a centralized manner; items for the special need of an individual entity may be procured by the entity
itself upon approval by the people’s government at or above the provincial level.

Article 19 Procuring entities may entrust procuring agencies certified by the relevant department under the State Council or
under the people’s government at the provincial level, which shall conduct the government procurement within the scope entrusted.

Procuring entities shall have the right to choose procuring agencies on their own, no unit or individual may, by any means, designate
procuring agencies for them.

Article 20 Where a procuring entity, in accordance with law, entrusts a procuring agency with the procurement, the two sides
shall conclude an agreement to such an effect, in which the entrusted matters shall be defined and the rights and obligations for
both sides shall be specified in accordance with law.

Article 21 The suppliers refer to the legal persons, other organizations or natural persons that provide goods, construction
or services to the procuring entities.

Article 22 A supplier in government procurement shall meet the following requirements:

(1) having the capacity to assume civil liabilities independently;

(2) having a good business reputation and sound financial and accounting systems;

(3) having the equipment and professional expertise needed for performing contracts;

(4) having a clean record of paying taxes and making financial contributions to social security funds in accordance with law;

(5) having committed no major breaches of law in its business operation in the three years prior to its participation in the procurement;
and

(6) other requirements provided for in laws and administrative regulations.

A procuring entity may specify special requirements for suppliers on the basis of the special need of a particular item for procurement,
provided that they are not unreasonable requirements that result in differential or discriminatory treatment of suppliers.

Article 23 The procuring entity may require the suppliers participating in government procurement to provide the documents
certifying their qualifications and information about their business performance and examine the qualifications of the suppliers
against the requirements provided for in this Law and the special requirements necessitated by the items to be procured.

Article 24 Two or more natural persons, legal persons or other organizations may form a consortium to participate in government
procurement in the capacity of a single supplier.

Where the form of consortium is taken in government procurement, each of the suppliers in the consortium shall meet the requirements
specified in Article 22 of this law and, in addition, a consortium agreement shall be submitted to the procuring entity, in which
the assignments allotted to and the obligations undertaken by each party to the consortium are clearly stated. All parties to the
consortium shall jointly enter into a procurement contract with the procuring entity, bearing joint and several liabilities to the
procuring entity for matters agreed upon in the contract.

Article 25 No parties to government procurement may act in collusion with each other to harm the interest of the State or the
public or the legitimate rights and interests of other parties to government procurement, or exclude, by any means, other potential
suppliers from participating in competition.

No supplier may try to win a bid or conclude a deal by bribing members of the procuring entity, the procuring agency, or members
of the bid evaluation committee, the competition negotiation team or quotation inquiry team, or by any other illegitimate means.

No procuring agency may seek illegal interests through bribing members of the procuring entity or by any other illegitimate means.

Chapter III

Methods of Government Procurement

Article 26 The following methods shall be adopted for government procurement:

(1) public invitation;

(2) invited bidding;

(3) competitive negotiation;

(4) single-source procurement;

(5) inquiry about quotations; and

(6) other methods confirmed by the department for supervision over government procurement under the State Council.

Public invitation shall be the principal method of government procurement.

Article 27 Where public invitation is required for procurement of goods or services by the procuring entity, if such goods
or services are included in the government procurement items covered by the central budget, the specific quotas shall be determined
by the State Council; if the items covered by local budgets, the specific quotas shall be determined by the people’s government of
a province, autonomous region or municipality directly under the Central Government. Where it is necessary to adopt a method other
than public invitation under special circumstances, the matter shall be subject to approval by the department for supervision over
procurement under the people’s government at or above the level of the city divided into districts or of the autonomous prefecture,
before procurement is conducted.

Article 28 No procuring entity may avoid public invitation required for procuring certain goods or services by breaking them
up into parts or by any other means.

Article 29 Under one of the following conditions, goods or services may be procured by invited bidding in accordance with this
Law:

(1) where the goods or services in question are special in character and can only be procured from a limited number of suppliers;
or

(2) where the cost of public invitation forms an excessive proportion of the total value of the government procurement items.

Article 30 Under one of the following conditions, goods or services may be procured through competitive negotiation in accordance
with this Law:

(1) where, after bidding is invited, no supplier submits any tender, or qualified tender is lacking, or re-invitation fails;

(2) where it is hard to determine the detailed specifications or specific requirements because of technical complexity or special
nature;

(3) where bid invitation takes so long a time that it is hard to satisfy the urgent needs of the procuring entity; or

(4) where the total value of the goods or services to be procured cannot be determined in advance.

Article 31 Under one of the following conditions, goods or services may be procured through single-source procurement in accordance
with this Law:

(1) where goods or services can be procured from only one supplier;

(2) where goods or services can not be procured from other suppliers due to an unforeseeable emergencies; or

(3) where consistency of the items or compatibility of the services procured requires procurement of additional items or services
from the same supplier, provided that the total value of the additional procurement does not exceed 10 percent of the value of the
base procurement contract.

Article 32 Inquiry about quotations may be adopted in accordance with this law for government procurement of those goods the
specifications and standards of which are uniform, the supply of which for spot transaction is sufficient and the prices of which
fluctuate very little.

Chapter IV

Government Procurement Proceedings

Article 33 When the department in charge of departmental budgeting drafts the budget for the next fiscal year, the items to
be procured and the funds required shall be included in the budget and submitted to the financial department at the same level for
compilation. The departmental budget shall be subject to examination and approval conducted and granted within the limits of powers
of budgetary administration and in accordance with budgetary administration procedures.

Article 34 Where invited bidding is adopted for the procurement of goods or services, the procuring entity shall randomly choose
three or more suppliers from among those that meet the qualifications required, and send invitation documents to them.

Article 35 Where public invitation is adopted for the procurement of goods or services, the period of time beginning from the
date of issuance of the bid invitation documents to the deadline for submission of the bid documents by bidders shall be not less
than 20 days.

Article 36 When one of the following circumstances arises in procurement through bid invitation, the bid proceeding shall be
annulled:

(1) where there are less than three suppliers that meet the professional qualifications required or that have made substantive response
to the bid invitation documents;

(2) where violations of laws or regulations occur to the detriment of impartial procurement;

(3) where all the prices offered by the bidders exceed the budget for procurement so that the procuring entity can not afford them;
or

(4) where the procurement project is cancelled due to major changes in circumstances.

Once the bid proceeding is annulled, the procuring entity shall inform all the bidders of the reasons for the annulment.

Article 37 After annulment, the bid proceedings shall be rearranged unless the procurement project is cancelled. Where it is
necessary to adopt other methods of procurement, the matter shall, before procurement starts, be subject to approval by the department
for supervision over procurement under the people’s government at or above the level of a city divided into districts or of an autonomous
prefecture, or by a relevant government department.

Article 38 Where competitive negotiation is adopted for procurement, the following procedure shall be followed:

(1) Setting up of a negotiation team. The team shall be composed of three or more representatives of the procuring entity and experts
in the relevant fields, the number shall be odd, and the number of experts shall be not less than two-thirds of the total.

(2) Drafting of documents for negotiation. In the documents shall be clearly stated the negotiation procedure and contents, the terms
of a draft contract and the criteria for evaluating a deal concluded.

(3) Deciding on the name list of the suppliers to be invited to participate in the negotiation. The negotiation team shall choose
not less than three suppliers from among all the qualified suppliers in the name list to participate in negotiation and provide them
with the documents for negotiation.

(4) Negotiating. All members of the negotiation team together negotiate with the suppliers individually. In the course of negotiation,
neither side may disclose other suppliers’ technical data, prices or other information related to the negotiation. Where there are
any substantive changes made in the documents for negotiation, the negotiation team shall inform, in writing, all the suppliers participating
in the negotiation of the changes.

(5) Deciding on the successful supplier. Once the negotiation is concluded, the negotiation team shall request all the suppliers
participating in the negotiation to quote their final offering prices within a specified time limit. The procuring entity shall decide
on the successful supplier from among the candidates recommended by the negotiation team on the principle that the supplier meets
the need of procurement and that the price it quotes is the lowest among the prices quoted for goods of equal quality and for equal
services, and it shall inform all the unsuccessful suppliers that participate in the negotiation of the result.

Article 39 Where the single-source procurement is adopted, the procuring entity and suppliers shall follow the principles provided
for by this Law in carrying out the procurement on the basis of guaranteed quality and the reasonable price agreed by both sides.

Article 40 Where inquiry about quotations is adopted, the following procedure shall be followed:

(1) Setting up of a quotation inquiry team. The team shall be composed of three or more representatives of the procuring entity and
experts in the relevant fields, the number shall be odd, and the number of the experts shall be not less than two-thirds of the total.
The team shall specify the composition of price for the items to be procured and the criteria for evaluating a deal concluded.

(2) Deciding on the name list of the suppliers to be inquired of about quotations. The quotations inquiry team shall, on the basis
of the procurement need, choose not less than three suppliers from among all the qualified suppliers in the name list and send to
each of them a quotations inquiry notice to solicit their quotations.

(3) Inquiry about quotations. The quotations inquiry team shall request the suppliers to be inquired of about quotations, to quote
their prices just for once, which are not to be changed.

(4) Determining the successful supplier. The procuring entity shall determine the successful supplier on the principle that the supplier
meets the need of procurement and the price it quotes is the lowest among the prices quoted for goods of equal quality and equal
services, and it shall inform all the unsuccessful suppliers that are inquired of about quotations of the result.

Article 41 The procuring entity or the entrusted procuring agency shall, before acceptance, make arrangements for inspection
of the fulfillment of the procurement contract on the part of the supplier. For large and complex procurement items, it shall invite
quality-testing institutions confirmed by the State to participate in the inspection. Members of the inspecting side shall sign their
names on the inspection report and shall bear corresponding legal responsibilities.

Article 42 The procuring entity or the procuring agency shall properly keep all the procurement documents relating to the procurement
of each item, and it may not fabricate, forge, conceal or destroy such documents. The period of time for preservation of procurement
documents shall be not less than 15 years starting from the date the procurement is completed.

The procurement documents include the records of procurement, procurement budget, bid invitation documents, bid documents, criteria
for bid evaluation, evaluation report, documents relating to decision on the awarding of a bid, contract text, inspection-acceptance
certificates, replies to queries, decisions on complaints handled and other related documents and data.

The records of procurement shall, at least, include the following:

(1) the types and names of the items to be procured;

(2) the budget for procurement items, composition of funds and price fixed by contract;

(3) the procurement method; where a method other than public invitation is adopted, the reasons shall be stated clearly;

(4) qualification requirements and reasons for inviting or selecting suppliers;

(5) criteria for bid evaluation and reasons for deciding on the winner of the bid;

(6) reasons for canceling the bid proceeding; and

(7) the records relating to adoption of the procurement method other than bid invitation.

Chapter V

Government Procurement Contract

Article 43 The Contract Law is applicable to government procurement contract. The rights and obligations of the procuring entity
and the supplier respectively shall, on the principle of equality and voluntariness, be agreed on in a contract.

The procuring entity may entrust a procuring agency with the conclusion, on its behalf, of a government procurement contract with
the supplier. Where the contract is signed by the procuring agency in the name of the procuring entity, the entrustment document
shall be submitted as an annex to the contract.

Article 44 The government procurement contract shall be made in written form.

Article 45 The department for supervision over government procurement under the State Council shall, in conjunction with the
relevant departments under the State Council, specify the provisions essential to government procurement contracts.

Article 46 The procuring entity, the winner of the bid or the successful supplier shall, within 30 days from the date the notice
informing the said winner or supplier of their acceptance is sent out, sign a government procurement contract pursuant to the particulars
set in the procurement documents.

The notice informing the winner of a bid or the successful supplier of their acceptance shall be legally effective to both the procuring
entity and the said winner or supplier. After the said notice is sent out, if the procuring entity alters the result regarding the
winner of a bid or the successful supplier, or the said winner or supplier gives up the project for which it wins the bid, it shall
bear legal responsibility in accordance with law.

Article 47 Within seven working days beginning from the date the contract for government procurement items is concluded, the
procuring entity shall submit a copy of the contract to the department for supervision over government procurement at the same level
and a copy to the relevant department for the record.

Article 48 Subject to consent of the procuring entity, the winner of the bid or the successful supplier may perform the contract
by subcontract in accordance with law.

Where the government procurement contract is performed by subcontract, the winner of the bid or the successful supplier shall be
responsible to the procuring entity for both the whole procurement project and its subcontracted parts, while the subcontractors
shall be responsible for the subcontracted part.

Article 49 If, when the government procurement contract is being performed, the procuring entity needs to procure additional
goods, construction or services of the same nature as those of the base government procurement contract, it may, on the premise that
no change is made in the other clauses of the contract, conclude a supplementary contract with the supplier, provided that the total
value of all the additional procurements does not exceed 10 percent of that of the principal contract.

Article 50 No parties to the government procurement contract may, without authorization, alter, suspend or terminate the contract.

Where continued performance of the government procurement contract is detrimental to the interests of the State or of the public,
the parties to the contract shall alter, suspend or terminate the contract. The party at fault shall bear the liability to pay compensation;
where both parties to the contract are at fault, each shall honor its own liability.

Chapter VI

Query and Complaint

Article 51 Where suppliers have queries about matters regarding government procurement activities, they may raise the queries
to the procuring entity, the latter shall make a timely reply, in which no business secrets may be contained.

Article 52 Where a supplier believes that the procurement documents, procurement proceeding or the results regarding the winner
of the bid or the successful supplier harm its own rights and interests, it may, within 7 working days from the date it knows or
should know that its rights and interests are harmed, raise queries to the procuring entity in writing.

Article 53 The procuring entity shall, within seven working days from the date it receives the queries of the supplier in writing,
make a reply and notify in writing the supplier that raises the queries and the other suppliers concerned of the reply, in which
no business secrets may be contained.

Article 54 Where a procuring agency is entrusted by the procuring entity with the procurement, the suppliers may address inquiries
or queries to the agency, which shall, pursuant to Articles 51 and 53 of this Law, make a reply regarding matters within the limits
of authorization given by the procuring entity.

Article 55 Where the supplier that raises queries is not satisfied with the reply made by the procuring entity or the procuring
agency, or the latter fails to make a reply within the specified time limit, the supplier may, within 15 working days following the
expiration of the time limit, lodge a complaint with the department for supervision over government procurement at the same level.

Article 56 The department for supervision over government procurement shall, within 30 working days after receiving the complaint,
make a decision after handling the complaint and inform in writing the complainant and the parties related to the complaint of its
decision.

Article 57 Depending on the specific circumstances, the department for supervision over government procurement may, during
the period in which it is dealing with the complaint, notify in writing the procuring entity to suspend its procurement activities,
provided that the period of suspension does not exceed a maximum of 30 days.

Article 58 Where the complaint is not satisfied with the decision made by the department for supervision over government procurement,
or the latter fails to make a decision within the specified time limit, the complainant may, in accordance with law, apply for administrative
reco

PROVISIONS ON THE ADMINISTRATION OF URBAN PLANNING SERVICE ENTERPRISE WITH FOREIGN INVESTMENT

The Ministry of Construction, the Ministry of Foreign Trade and Economic Cooperation

Decree of the Ministry of Construction of the People’s Republic of China and the Ministry of Foreign Trade and Economic Cooperation
of the People’s Republic of China

No.116

The Provisions on the Administration of Urban Planning Service Enterprise with Foreign Investment, which were adopted at the 65th
Executive Session of the Ministry of Construction on December 13, 2002, and adopted at the 2nd Ministerial Session of the Ministry
of Foreign Trade and Economic Cooperation on January 30, 2003, are hereby promulgated and shall enter into force on May 1, 2003.

Minister of the Ministry of Construction Wang Guangtao

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

February 13, 2003

Provisions on the Administration of Urban Planning Service Enterprise with Foreign Investment

Article 1

In order to further the opening to the outside world, to regulate the foreign companies, enterprises and other economic organizations
or individuals investing in urban planning service enterprises, and to strengthen the administration of the urban planning services
carried out by urban planning service enterprises with foreign investment, these Provisions have been formulated in accordance with
the Law of the People’s Republic of China on Enterprises with Foreign Investment, the Law of the People’s Republic of China on Chinese-foreign
Equity Joint Ventures, the Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, and the Law of the
People’s Republic of China on Urban Planning.

Article 2

These Provisions shall apply to the establishment of urban planning service enterprises with foreign investment within the People’s
Republic of China, to the application for the Certificate of Qualification of Enterprise with Foreign Investment for Urban Planning
Services, and to the supervision and administration of urban planning service enterprises with foreign investment.

Article 3

The urban planning service enterprises with foreign investment as used in these Provisions refer to the Chinese-foreign equity joint
ventures, Chinese-foreign contractual joint ventures and enterprises with foreign investment that are established in the People’s
Republic of China and undertake urban planning services. The urban planning services as used in these Provisions refer to the activities
of formulation and consultation of urban planning, excluding the overall urban planning.

Article 4

To undertake urban planning services in China, a foreign company, enterprise or other economic organization or individual must establish
a Chinese-foreign equity joint or contractual joint venture or enterprise with foreign investment pursuant to law, and obtain the
Certificate of Qualification of Enterprises with Foreign Investment for Urban Planning Services.No one may undertake urban planning
services without the Certificate of Qualification of Enterprises with Foreign Investment for Urban Planning Services.

Article 5

The administrative department of foreign trade and economic cooperation under the State Council shall be in charge of the administration
of the establishment of urban planning service enterprises with foreign investment; the administrative department of construction
under the State Council shall be in charge of the administration of the qualification of urban planning service enterprise with foreign
investment.The administrative departments of foreign trade and economic cooperation of the people’s governments of the provinces,
autonomous regions and municipalities directly under the Central Government shall be in charge of the preliminary examination of
the establishment of urban planning service enterprises with foreign investment within their respective administrative areas; the
administrative departments of urban planning of the local people’s governments at the county level and above shall be in charge of
the supervision and administration of the urban planning services carried out by urban planning service enterprises with foreign
investment within their respective administrative areas.

Article 6

For the establishment of a urban planning service enterprise with foreign investment, the following conditions must be met, apart
from the conditions provided for by the relevant laws and regulations of China on enterprises with foreign investment:

The foreign party is an enterprise or professional technician engaging in urban planning services in its/his home country or region;

Having 20 or more professional technicians specializing in urban planning, construction, road traffic, gardens and landscape, as well
as the relevant engineering etc, among whom, foreign professional technicians shall account for no less than 25% of all the professional
technicians, there shall be at least 1 foreign professional technician specializing in urban planning, construction, road traffic,
garden and landscape.

Having technical equipment and fixed work site in conformity with the state provisions.

Article 7

To apply for the establishment of a urban planning service enterprise with foreign investment, a party shall apply for verification
and approval of the name of the enterprise with foreign investment to be established with the State Administration for Industry and
Commerce or the local administration for industry and commerce authorized thereby.

Article 8

After obtaining the approval for the name of the enterprises with foreign investment to be established, the applicant shall file the
application for establishment of urban planning service enterprise with foreign investment with the administrative department of
foreign trade and economic cooperation of the people’s government of the province, autonomous region or municipality directly under
the Central Government where the enterprise to be established is located, and submit the following materials:

Application form for the establishment of enterprises with foreign investment signed by the legal representative of the investing
party;

Feasibility study report, project proposal, as well as the scheme on establishment of the enterprise (including the professional personnel,
plans on technical equipment and area of the work site, etc) formulated or acknowledged by the investing party;

Contract and articles of incorporation of the enterprises with foreign investment signed by the legal representative of the investing
party (only articles of incorporation are required in respect of an enterprises with foreign investment);

Notice for preliminary verification and approval of the enterprise name;

Certificate of legal person registration and bank credit certificate of the investing party;

Documents of tenancy and certificates of the board chairman, directors, managers, and persons in charge of engineering and technology
to be dispatched by the investing party;

Balance sheets and statements of gains and losses of the investing party of the last three years that have been audited by registered
accountants or accounting firms;

Certificate of enterprise registration and bank credit certificate of the enterprise undertaking urban planning service of the country
or region where the foreign investor is located;

Certificate of experience and achievements of urban planning services issued by the government authority or trades society, institute,
or notary agency of the country or region where the foreign investor is located.

Article 9

The administrative departments of foreign trade and economic cooperation of the people’s governments of the provinces, autonomous
regions and municipalities directly under the Central Government shall finish the preliminary examination within 30 days from accepting
the application; and if the approval is granted, submit the application to the administrative department of foreign trade and economic
cooperation under the State Council.

Article 10

The administrative department of foreign trade and economic cooperation under the State Council shall, within 10 days from receiving
the application materials that have passed the preliminary examination, submit such materials to the administrative department of
construction under the State Council for opinions. The administrative department of construction under the State Council shall present
the opinions within 30 days from receiving the application materials. The administrative department of foreign trade and economic
cooperation under the State Council shall, within 30 days from receiving the written opinions from the administrative department
of construction under the State Council, make the decision on whether to approve the application. If the approval is granted, the
certificate of approval shall be issued to the enterprises with foreign investment; if not, the reasons shall be explained in written
form.

Article 11

After obtaining the certificate of approval for enterprise with foreign investment, the applicant shall make the industrial and commercial
registration of enterprise pursuant to law, and draw the business license.

Article 12

After drawing the business license of enterprise as legal person, the applicant shall apply for the Certificate of Qualification of
Enterprise with Foreign Investment for Urban Planning Services with the administrative department of construction under the State
Council.

Article 13

The following materials shall be submitted for application for the Certificate of Qualification of Enterprise with Foreign Investment
for Urban Planning Services:

Application form for the Certificate of Qualification of Enterprise with Foreign Investment for Urban Planning Services;

Certificate of approval for enterprise with foreign investment;

Business license of enterprise as legal person;

Employment contracts and certificates of professional qualification of the professional technicians which have been put on record
by the department of labor and personnel;

Materials on the technical equipment of the enterprise.

Article 14

A urban planning service enterprise with foreign investment shall, within 30 days after obtaining the Certificate of Qualification
of Enterprises with Foreign Investment for Urban Planning Services, put that on record with the administrative department of urban
planning of the city or county where it is registered.

Article 15

Where a urban planning service enterprise with foreign investment contracts any task of urban planning service of a place other than
its place of registration, it shall put that on record with the administrative department of urban planning of the city or county
where the task is located.

Article 16

The materials submitted by the applicant shall be in Chinese, if the certificates are in any foreign language, they must be accompanied
by Chinese translations.

Article 17

When undertaking urban planning services, a urban planning service enterprise with foreign investment must observe the relevant laws
and regulations, technical standards and criteria of China on urban planning.

Article 18

Every foreign technician employed by a urban planning service enterprise with foreign investment shall reside in China for no less
than 6 months per year.

Article 19

The administrative department of construction under the State Council shall conduct an annual inspection each year over the urban
planning service enterprises with foreign investment with the Certificate of Qualification of Enterprise with Foreign Investment
for Urban Planning Services. Those who failed to meet the qualification conditions, their Certificate of Qualification of Enterprise
with Foreign Investment for Urban Planning Services shall be withdrawn.

Article 20

Where a Chinese entity with the Certificate of Qualification of Entity for Formulating Urban Planning is restructured or reorganized
to form a Chinese-foreign equity joint or contractual joint urban planning service enterprise, it shall return its Certificate of
Qualification of Entity for Formulating Urban Planning.

Article 21

When a urban planning service enterprise with foreign investment is shutout, cancellation and terminate, it shall return its Certificate
of Qualification of Enterprises with Foreign Investment for Urban Planning Services.

Article 22

It is strictly prohibited to commission any task of urban planning service to an enterprise with foreign investment without the Certificate
of Qualification of Enterprises with Foreign Investment for Urban Planning Services. It is strictly prohibited to commission any
task of services relating to the overall urban planning to an enterprise with foreign investment.

Article 23

For those contracting urban planning service tasks without the Certificate of Qualification of Enterprise with Foreign Investment
for Urban Planning Services, the administrative department of urban planning of the local people’s government at the county level
or above shall order the offender to stop the illegal activities, and impose on it a fine from 10,000 yuan to 30,000 yuan. And the
relevant departments may not approve the illegal achievements.

Article 24

Where a urban planning service enterprise with foreign investment, in violation of these Measures, undertakes services of formulation
of the overall urban planning, the administrative department of urban planning of the local people’s government at the county level
or above shall order it to correct; if the circumstances are serious, the Certificate of Qualification of Enterprise with Foreign
Investment for Urban Planning Services shall be withdrawn by the department that issued it. Where a urban planning service enterprise
with foreign investment practices frauds and deceitfully obtains the Certificate of Qualification of Enterprise with Foreign Investment
for Urban Planning Services, the qualification certificate shall be withdrawn by the department that issued it.After withdrawing
the certificate of qualification, the department that issued it shall notify the registration department of the relevant information.
The enterprise whose qualification certificate has been withdrawn shall apply for nullification of registration with the registration
department; those failing to do so will be dealt with by the registration department pursuant to law.

Article 25

If any party, in violation of these Provisions, commissions any urban planning service task to an enterprise with foreign investment
without the Certificate of Qualification of Enterpriseswith Foreign Investment for Urban Planning Services, or commissions any overall
planning service task to a urban planning service enterprise with foreign investment, the department at the higher level shall correct
such act, and investigate for the administrative responsibilities of the relevant responsible personnel; and prosecute for the criminal
responsibilities if a crime is constituted.

Article 26

The power to interpret these Provisions shall remain with the administrative department of construction under the State Council and
the administrative department of foreign trade and economic cooperation under the State Council according to their respective functions.

Article 27

These Provisions shall be referred to in respect of the establishment of urban planning service enterprises in the mainland of China
by investors from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

Article 28

These Provisions shall enter into force on May 1, 2003.

The Ministry of Construction, the Ministry of Foreign Trade and Economic Cooperation
2003-02-13

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING TAX ADMINISTRATION ON PERMANENT REPRESENTATIVE OFFICES OF FOREIGN ENTERPRISES

The State Administration of Taxation

Circular of the State Administration of Taxation Concerning Tax Administration on Permanent Representative Offices of Foreign Enterprises

GuoShuiFa [2003] No.28

March 12, 2003

National and district taxation offices at levels of province, autonomous region, municipality directly under the Central Government
and municipality separately listed on the State plan:

For the purpose of further standardizing the taxation administration on permanent representative offices of foreign enterprises, according
to the actual situations of the taxation administration on these representative offices, the issues on the implementation of the
Circular of the State Administration of Taxation Concerning Tax Administration on Permanent Representative Offices of Foreign Enterprises
(GuoShuiFa [1996] No.165) are hereby circularized in the following:

About taxation registration and tax declaration of the representative offices

If foreign enterprises establish various permanent representative offices (hereinafter referred to as ROs) in China which deal with
various activities in China, these ROs shall make tax registration and declare their operations to the competent administrations
of taxation according to relative provisions in the Law of Taxation of People’s Republic of China. The ROs exempt from taxation in
the light of Item 2 of Article 1 of GuoShuiFa [1996] No.165 and other provisions may declare their annual operations within one
month after the end of the year.

II.

About tax levied on the ROs.

The ROs engaged in transactions with payable taxes in accordance of Item 1, Article 1 of GuoShuiFa [1996] No.165 shall calculate
and pay business taxes and enterprise income taxes according to the following regulations:

(1)

The ROs engaged in the transactions listed in Subitem 2, Item 1, Article 1 of GuoShuiFa [1996] No.165, including commercial operation,
law, taxation, accounting and auditing, shall establish and complete account books, correctly calculate incomes and taxable amounts,
and honestly declare the taxes.

(2)

For the ROs providing services that listed in Subitem 1,2 & 5 under Item 1 of Article 1 of GuoShuiFa [1996] No.165, including agenting
and trading (including trading own products and agenting others’ products), which businesses are mainly carried out by requests from
their headquarters without directly signing contracts or agreements with the service-receivers, the incomes from the services by
the ROs are usually collected by their headquarters. Such incomes of the ROs shall be determined via calculation of their expenditures
that will be the basis of levied taxes.

(3)

The ROs engaged in businesses listed in Item 1, Article 1 of GuoShuiFa [1996] No.165, except for the above-mentioned two kinds, shall
on schedule declare to the local competent taxation administrations based on their actual business incomes from their business activities,
including those collected by the headquarters. If there is no business income in current year, the RO may report its annual business
within one month after the end of current year.

III.

About tax exemption for ROs of foreign governments, international organizations, non-profitable institutions and nongovernmental organizations

For the ROs established by foreign governments, international organizations, non-profit institutions and nongovernmental organizations
in China, they (or their headquarters, or their higher levels) may apply to local competent taxation administrations (including local
district taxation administrations) for tax exemption, and provide the certificate documents issued by governments that testify their
natures. Such applications shall be validated by local taxation administration (including local district taxation administrations)
to report to the State Administration of Taxation for approval.

IV.

About administration and audit on ROs

(1)

Local taxation administrations shall strengthen the routine administrations on ROs and establish necessary communication systems to
include all ROs into their normal taxation administration.

(2)

The competent taxation administration shall carefully check the declaration documents submitted by the ROs, and carry out on-spot
audit when necessary. If any operation is found incompliance with that declared in the examination, ROs shall be disposed according
to the provisions of the Law of the People’s Republic of China on Administration of Levy and Collection of Taxes.

This Circular shall enter into force as of July 1, 2003. If previous provisions are inconsistent with this Circular, this Circular
shall prevail.

The State Administration of Taxation
2003-03-12

CIRCULAR OF THE MINISTRY OF COMMERCE CONCERNING PRINTING AND DISTRIBUTING THE “SUPPLEMENTARY CIRCULAR ON RELATED ISSUES CONCERNING EXAMINING PROJECTS OF LABOR SERVICE COOPERATION WITH FOREIGN PARTIES”

Circular of the Ministry of Commerce concerning Printing and Distributing the “Supplementary Circular on Related Issues concerning
Examining Projects of Labor Service Cooperation with Foreign Parties”

Shang He Fa [2003] No. 44
April 9, 2003

The commissions (departments, bureaus) of foreign trade and economic cooperation of all provinces, autonomous regions and municipalities
directly under the Central Government and cities specifically designated in the state plan, all related enterprises under the management
of the Central Government:

For the purpose of further regulating and simplifying the procedures for labor workers to go abroad, and strengthening the administration
of labor service cooperation with foreign parties, the Ministry of Public Security has printed and distributed the “Supplementary
Circular on Related Issues concerning Carrying out the Measures for Going through the Formalities for Labor Workers to Go Abroad”
(Gong Jing Chu [2003] No. 352), forwarded by the Ministry of Commerce on April 4, 2003, hereinafter referred to as “Supplementary
Circular of the Ministry of Public Security”).For the purpose of doing a good job in cooperation, and perfecting the measures for
examining projects of labor service cooperation with foreign parties, the Ministry of Commerce hereby print and distribute the “Supplementary
Circular on Related Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” (see appendix). The Supplementary
Circular shall be conformed to and carried out, and be forwarded to related departments.

Whereas the Supplementary Circular of the Ministry of Public Security goes into effect on May 1, 2003, for the purpose of doing a
good job in the cooperation, you must report the specimen of exit certificate numbers, the molds of seals, as well as the scripts
of signatures, telephone and fax numbers of the issuers of exit certificates (2 persons, who shall be department leaders) to the
present Ministry (Department of Cooperation) by April 15.

Appendix:
Supplementary Circular on Related Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties

We hereby distribute the present Supplementary Circular as follows for the purpose of perfecting the measures for examining projects
of labor service cooperation with foreign parties, clarifying the methods and procedures concerning issuing exit certificates to
labor workers, and further doing a good job in going through the formalities for labor workers to go abroad:

Examination of Projects of Labor Service Cooperation with Foreign Parties

When handing in labor service project examination materials to the local administrative department of foreign trade and economic cooperation
of the province, autonomous region, municipality directly under the Central Government, or municipality under separate state planning
(hereinafter referred to as the administrative department of foreign trade and economic cooperation at the provincial level, see
Appendix for the name list), an enterprise with the operational qualification for labor service cooperation with foreign parties
(hereinafter referred to as operation company) shall hand in the opinions of the commerce institution of the Chinese embassy (consulate)
stationed abroad besides the materials prescribed in the “Circular concerning Printing and Distributing the Provisions on Related
Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” (Wai Jing Mao He Fa [2002] No. 137). Any
administrative department of foreign trade and economic cooperation at the provincial level shall not separately solicit opinions
from the commerce institution of the Chinese embassy (consulate) stationed abroad except for special situations.

For an enterprise authorized by the Ministry of Foreign Affairs (Department of Consular Affairs) to handle visa shall solicit opinions
from the commerce institution of the Chinese embassy (consulate) stationed in the country (region) where the project is located before
making an examination on a labor service project by itself,.

Exit Certificates of Labor Workers

(1)

For any labor worker who must hold a “Labor Worker’s Exit Certificate” for exit assigned by an operation company, the said certificate
shall be issued by the administrative department of foreign trade and economic cooperation at the provincial level at the operation
company’s locality. Before issuing the labor worker’s exit certificate, the administrative department of foreign trade and economic
cooperation at the provincial level shall check the project information reported by the operation company, and control the issuance
in a strict manner. If an exit certificate needs to be issued to a labor worker assigned by an enterprise authorized by the Ministry
of Foreign Affairs (Department of Consular Affairs) to handle the visa by itself, it shall be issued after the administrative department
of foreign trade and economic cooperation at the provincial level at the locality of its registration has examined the project.

(2)

The exit certificates shall be printed and made by each administrative department of foreign trade and economic cooperation at the
provincial level, be filled out by a designated handler with a pen of blue or black ink, as well as be numbered in a uniform sequence
(e.g., Jing Wai Jing Mao Chu Jing Zi [2003] No. ___). An exit certificate shall be in duplicate, with one to be handed over to the
operation company for going through exit formalities for the labor worker, and the other to be kept for the administrative department
of foreign trade and economic cooperation at the provincial level in archives.

(3)

The administrative department of foreign trade and economic cooperation at the provincial level shall issue a statistical form of
exit certificate (see Appendix 2) every half a year, report the form to the Ministry of Commerce (Department of Cooperation) and
make a copy to the Entry and Exit Administration of the Ministry of Public Security and China International Contractors Association
by June 15 of each year and by January 15 of the next year, as well as report the overall information on issuing exit certificates
of the last half of the year to the Ministry of Commerce (Department of Cooperation) by January 15 of each year.

The present Supplementary Circular shall prevail if any content in the “Circular on Printing and Distributing the Provisions on Related
Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” fails to be consistent with the present Supplementary
Circular.

The present Supplementary Circular shall go into effect as of May 1, 2003.

Appendix 1
Name List of the Administrative Department of Foreign Trade and Economic Cooperation at the Provincial Level which have the Power
to Issue Exit Certificates to Labor Workers

Commission of Foreign Trade and Economic Cooperation of Beijing Municipality

Commission of Foreign Trade and Economic Cooperation of Tianjin Municipality

Department of Foreign Trade and Economic Cooperation of Hebei Province

Department of Foreign Trade and Economic Cooperation of Shanxi Province

Department of Foreign Trade and Economic Cooperation of Inner Mongolia Autonomous Region

Department of Foreign Trade and Economic Cooperation of Liaoning Province

Bureau of Foreign Trade and Economic Cooperation of Dalian Municipality

Department of Foreign Trade and Economic Cooperation of Jilin Province

Department of Foreign Trade and Economic Cooperation of Heilongjiang Province

Commission of Foreign Trade and Economic Cooperation of Shanghai Municipality

Department of Foreign Trade and Economic Cooperation of Jiangsu Province

Department of Foreign Trade and Economic Cooperation of Zhejiang Province

Bureau of Foreign Trade and Economic Cooperation of Ningbo Municipality

Department of Foreign Trade and Economic Cooperation of Anhui Province

Department of Foreign Trade and Economic Cooperation of Fujian Province

Bureau of Trade Development of Xiamen Municipality

Department of Foreign Trade and Economic Cooperation of Jiangxi Province

Department of Foreign Trade and Economic Cooperation of Shandong Province

Bureau of Foreign Trade and Economic Cooperation of Qingdao Municipality

Department of Foreign Trade and Economic Cooperation of Henan Province

Department of Foreign Trade and Economic Cooperation of Hubei Province

Department of Foreign Trade and Economic Cooperation of Hunan Province

Department of Foreign Trade and Economic Cooperation of Guangdong Province

Bureau of Foreign Trade and Economic Cooperation of Shenzhen Municipality

Department of Foreign Trade and Economic Cooperation of Guangxi Zhuang Autonomous Region

Department of Foreign Trade and Economic Cooperation of Hainan Province

Commission of Foreign Trade and Economic Cooperation of Chongqing Municipality

Department of Foreign Trade and Economic Cooperation of Sichuan Province

Department of Trade Cooperation of Guizhou Province

Department of Foreign Trade and Economic Cooperation of Yunnan Province

Department of Foreign Trade and Economic Cooperation of Tibet Autonomous Region

Department of Foreign Trade and Economic Cooperation of Shaanxi Province

Department of Trade and Economic Cooperation of Gansu Province

Department of Foreign Trade and Economic Cooperation of Qinghai Province

Department of Foreign Trade and Economic Cooperation of Ningxia Hui Autonomous Region

Department of Foreign Trade and Economic Cooperation of Xinjiang Uigur Autonomous Region

Bureau of Foreign Trade and Economic Cooperation of Xinjiang Production and Construction Corps

The Ministry of Commerce
2003-04-09

CIRCULAR ON TAX PAID BY FOREIGN INVESTORS MERGING THE STOCK EQUITY OF CHINESE ENTERPRISES

The State Administration of Taxation

Circular on Tax Paid by Foreign Investors Merging the Stock Equity of Chinese Enterprises

GuoShuiFa [2003] No. 60

May 28, 2003

In order to promote and regulate the investment launched by foreign investors in China, introduce foreign advanced technology and
management experiences, raise China’s level of utilizing foreign capital and realize reasonable allocation of resources, the former
Ministry of Foreign Trade and Economic Cooperation, the State Administration for Industry and Commerce, the State Administration
of Foreign Exchange and the State Administration of Taxation jointly promulgated the Interim Regulations Concerning the Issue that
Foreign Investor Merge Enterprises Within the Territory of China (hereinafter referred to as Interim Regulations) in March of 2003,
which allows foreign investors to merge the stock equity of enterprises without foreign investment within the territory of China
(hereinafter referred to as enterprises within the territory). Concerning the tax issue involved in the merger, it is hereby informed
as follows:

Foreign investors enable enterprises within the territory to become enterprises with foreign investment through purchasing the stock
equity of their shareholders or subscribe their increased capital (hereinafter referred to as stock equity purchase). If foreign
investors have more than 25% of the total shares, the enterprise may pay various taxes according to tax laws and regulations suitable
to enterprises with foreign investment.

II.

For the enterprises with foreign investment changed into from an enterprise within the territory through stock equity purchase, if
they meet the relevant conditions stipulated by the Income Tax Law of the People’s Republic of China for Enterprises with Foreign
Investment and Foreign Enterprises (hereinafter referred to as Tax Law) and its detailed rules, they could enjoy preferential tax
treatment made by Tax Law and other relevant provisions. The preferential tax should be calculated according to the following provisions:

(I)

The beginning of business and operation period. The day when an industrial and commercial organ approves and issues business license
means an enterprise with foreign investment changed into from an enterprise within the territory through stock equity purchase begins
its business. From the beginning day to the business maturity date set by industrial and commercial registration is operation period.

(II)

The settlement of pre-establishment loss. The total business loss that has not been made up before an enterprise with foreign investment
established may be covered by the enterprise with foreign investment changed into from an enterprise within the territory through
stock equity purchase in the rest years of covering loss stipulated by Article 11 of Tax Law.

(III)

Identification of profit-making year. Profit-making year refers to the year when an enterprise with foreign investment changed into
from an enterprise within the territory through stock equity purchase is established and it still makes profit after making up loss
of the years before. In the profit-making year, if the production period is less than 6 months, the enterprise may choose the beginning
year of tax reduction and remission according to Article 77 of detailed rules of Tax Law.

III.

The Circular shall enter into force as of January 1, 2003. The enterprises with foreign investment changed from enterprises within
the territory through stock equity purchase established before the promulgation of the circular should adhere to the circular if
they meet the conditions of Interim Regulations and the circular.

The State Administration of Taxation
2003-05-28

CIRCULAR OF THE MINISTRY OF COMMERCE AND THE SAFE ON ISSUES RELATING TO SIMPLIFYING THE EXAMINATION AND APPROVAL PROCEDURES FOR THE PROJECTS OF OVERSEAS PROCESSING TRADE AND DELEGATING THE AUTHORITY

The Ministry of Commerce, the State Administration of Foreign Exchanges

Circular of the Ministry of Commerce and the SAFE on Issues Relating to Simplifying the Examination and Approval Procedures for the
Projects of Overseas Processing Trade and Delegating the Authority

ShangHeFa [2003] No.126

June 26, 2003

For further carrying out the spirits of the 16th National Congress of the CPC and the 2nd plenipotentiary session of the 16th Committee
of the CPC, further implementing GuoBanFa [1999] No.17 Document, encouraging and promoting the development of overseas processing
trade, and speeding up the strategy of “going out”, the Ministry of Commerce and the SAFE have adjust the examination and approval
Procedures for the projects of overseas processing trade and the delegating of the authority in compliance with the adjustment of
the institutions and functions of the relevant organs of the State Council and the requirements deepening the reforms on the system
of administrative examination and approval. The relevant issues are hereby notified as follows:

The projects of overseas processing trade with investment by Chinese parties no more than USD3m (inclusive) will be reviewed and ratified
by the local competent department of foreign economics and trade of the provinces, autonomous regions and municipalities directly
under the Central Government and municipalities on the state plan (including the Foreign Economic and Trade Bureau of Xinjiang Production
and Construction Regime, hereinafter referred to as local competent department) where the investment subjects are located. The projects
of overseas processing trade with investment by Chinese parties more than USD3m should be submitted by the local competent department
for review and approval by the Ministry of Commerce.

The projects of overseas processing trade invested and sponsored by the enterprises under the central government and their affiliated
enterprises should be submitted by the headquarters of the central enterprises for review and approval by the Ministry of Commerce.

II.

Procedures for application and submission of the projects of overseas processing trade

(I)

For the projects of overseas processing trade to be reviewed and ratified by the local competent department, the local competent department
shall upon receipt of the relevant application review and decide on whether to grant ratification after consent by the economic and
commercial office of our embassy (consular) in foreign countries.

(II)

For the projects of overseas processing trade to be reviewed and ratified by the Ministry of Commerce, the local competent department
or the headquarters of the central enterprises shall report the case for review and ratification by the Ministry of Commerce after
consent by the economic and commercial office of our embassy (consular) in foreign countries.

(III)

For the projects of overseas processing trade to be reviewed and ratified by the local competent department or to be submitted for
review and ratification, joint signature should be obtained from the local competent department of economics and trade. The local
competent department of economics and trade should put forth opinions within five working days.

(IV)

For the projects of overseas processing trade requiring for domestic purchase of foreign exchanges and remittance to foreign countries,
review and examination should be made by the local administration of foreign exchanges or the department of foreign exchange administration
on the capital sources of foreign exchanges for overseas investment according to the relevant provisions of the Circular of the General
Administration of Foreign Exchanges on Issues Relating to Simplifying the Review and Examination of the Capital Sources of Foreign
Exchanges for Overseas Investment (HuiFa [2003] No. 43) before submission to the local competent department. The review and examination
on the capital sources for the projects of overseas processing trade with investment by Chinese parties no more than USD3m (inclusive)
will be handled with by the local administration of foreign exchanges or the department of foreign exchange administration where
the investment subjects are located. The review and examination on the capital sources for the relevant projects with investment
by Chinese parties more than USD3m will be initially handled with by the local administration of foreign exchanges or the department
of foreign exchange administration where the investment subjects are located before final review and examination by the SAFE.

III.

Key point in review of the projects of overseas processing trades

When various levels of competent department reviews and ratifies the projects of overseas processing trade, the main materials to
be reviewed and examined include: survey of the projects of overseas processing trade (Especially the qualifications of the investment
subjects and the product exports brought forth); contract and articles of associations of the enterprises of overseas processing
trade, business licenses of the investment subjects (duplicate), reply upon review and examination by the administration of foreign
exchanges on the capital sources of foreign exchanges for overseas investment, proposals on no further review and approval of projects
of overseas processing trade and the feasibility study report.

IV.

Approval certificates of the overseas enterprises of processing and assembling with brought-out materials

The Approval Certificate of the Overseas Enterprises of Processing and Assembling with Brought-out Materials (hereinafter referred
to as the Approval Certificate) is a legal documents uniformly printed by the Ministry of Commerce for certifying that the projects
of overseas processing trade has been finally verified and ratified by the competent state department of foreign investment. After
ratifying the projects of overseas processing trade, the local competent department shall fill in the Form of Registration and Filling
of Overseas Processing Trade Enterprises (format attached below) and cover its official stamp thereon, which should be submitted
together with the review and ratification documents, the opinions provided by the economic and commercial office of our embassy (consular)
in foreign countries and the opinions on examination of the capital sources of foreign exchanges issued by the administration of
foreign exchanges for registration and filing by the Ministry of Commerce before obtaining the approval certificates. Upon the maturity
of online issuance of the certificates, the approval certificates will be issued by the local competent department by proxy.

Within 60 days upon obtaining the approval certificates, the investment subjects shall handle with the registration of foreign exchanges
for overseas investment at the local administration of foreign exchanges or the department of foreign exchange administration where
the investment subjects are located. The formalities for purchase and remittance of foreign exchanges will be handled with against
the approval certificates and the reply on the review and examination of the toe capital sources of foreign exchanges.

When investing in overseas processing trade, the investment subjects shall firstly make use of their own capital of foreign exchanges,
and incase their own capital of foreign exchanges is insufficient, domestic loans of foreign exchanges may be adopted or foreign
exchanges may be purchased.

VI.

Without permission by the Ministry of Commerce, the local competent departments shall not delegate their authority for review and
ratification of the projects of overseas processing trade to their subordinate units.

VII.

Since the promulgation and distribution of the Circular of General Office of the State Council on transferring the Opinions of the
MOFTEC, the State Economic and Trade Commission and the Ministry of Finance on Encouraging Enterprises in Developing Overseas Processing
and Assembling Business with Brought-out Materials (GuoBanFa [1999] No.17), the overseas processing trade has played an important
role in promoting he development of foreign relationship, expanding exports, furthering the adjustment of industrial structure, and
cultivating the transnational companies of our country. For a pretty long term in the future, such business is still an important
direction to be encouraged in our overseas investment. Each and every unit shall in the spirits of GuoBanFa [1999] No.17 Document
keep on doing well in the organization and promotion of such business, and pay attention to find problems and summarize experiences
during the actual works, and closely communicate with the economic and commercial office of our embassy (consular) in foreign countries,
thus strengthening the organization, management and coordination in the projects of overseas processing trade and avoiding blind
overseas deployment, repeated construction and disorder competition.

In case of any issues in work upon the distribution of the Circular, each unit is required to report to the Ministry of Commerce (the
Department of Cooperation) and the SAFE (the Department of Capital) in a timely way.

Hereby is the notification.

The Ministry of Commerce, the State Administration of Foreign Exchanges
2003-06-26

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGES ON THE MANAGEMENT OF COLLECTION AND SALES OF NON-TRADE FOREIGN EXCHANGES OF TRANSNATIONAL COMPANIES (TRIAL IMPLEMENTATION)

20040801

The State Administration of Foreign Exchanges

Circular of the State Administration of Foreign Exchanges on the Management of Collection and Sales of Non-trade Foreign Exchanges
of Transnational Companies (Trial Implementation)

HuiFa [2003] No.87

July 30, 2003

Bureaus and departments of state administration of foreign exchanges of the provinces, autonomous regions and municipalities directly
under the Central Government, branches of the Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo, as well as designated banks of foreign
exchanges:

In order to perfect the management of the collection and sales of non-trade foreign exchanges, improve the operation environment of
enterprises and promote the development of foreign-related economy, the SAFE has through broad survey and thorough investigation
formulated the policies for the management of collection and payment of foreign exchanges for the transnational companies and their
domestic affiliated companies relating to overseas payment of the non-trade expenses that have been paid by overseas headquarters
or overseas affiliated companies in advance or duly distributed, and decided to try for adoption in Beijing, Shanghai and Shenzhen.
The SAFE will timely summarize the experiences and clarify the relevant policies around the country. Here is to notify you of the
following issues concerned:

The transnational companies herein refer to the foreign-invested transnational companies that have established foreign-invested enterprises
of investment in the territory of China with approval by the foreign economic and trade administration, and the Chinese-invested
group companies eligible for foreign-related operations with approval by the relevant competent administration.

II.

The domestic affiliated companies of transnational companies herein include: branches set up by foreign-invested transnational companies
and the foreign-invested enterprises with share participation and share holding by foreign-invested transnational companies; branches
and foreign-invested enterprises with share participation and share holding set up by their overseas headquarters or overseas affiliated
companies in China that are entrusted for their management; and branches and enterprises with share participation and share holding
set up in China by Chinese-invested group companies, which are enpost_titled to foreign-related operations.

III.

The overseas affiliated companies of transnational companies herein include: branches and the foreign-invested enterprises with share
participation and share holding set up by the overseas headquarters of the foreign-invested transnational companies in nations and
regions (including Hong Kong, Macao and Taiwan) other than China; branches and foreign-invested enterprises with share participation
and share holding set up by in the nations and regions other than China by Chinese-invested group companies.

IV.

In case transnational companies and their domestic affiliated companies pay overseas the salaries, benefits and allowance for foreign
and Hong Kong and Macao employees or employees of Chinese nationality but owing permanent overseas residential rights (hereinafter
referred to as foreign employees) that have been paid by overseas headquarters or overseas affiliated companies, or remit overseas
the salaries, benefits and allowance for foreign employees, the overseas payment notices, ID certification of foreign employees such
as passports, and employment certification such as labor contracts, and tax certification and other evidential materials may be held
for payment from the foreign exchange accounts or purchase of foreign exchanges with Renminbi at the designated banks of foreign
exchanges.

In case transnational companies and their domestic affiliated companies pay overseas the insurance premiums of social, medical and
pension insurance for foreign employees that have been paid by overseas headquarters or overseas affiliated companies in advance,
or remit such premiums directly, the overseas payment notices, ID certification of foreign employees such as passports, and employment
certification such as labor contracts, and tax certification and other evidential materials may be held for payment from the foreign
exchange accounts or purchase of foreign exchanges with Renminbi at the designated banks of foreign exchanges.

VI.

In case the transnational companies and their domestic affiliated companies pay overseas the overseas travel expenses and overseas
training fees for foreign employees that have been paid by overseas headquarters or overseas affiliated companies in advance, or
remit such premiums directly, the overseas payment notices, ID certification of foreign employees such as passports, and employment
certification such as labor contracts, and tax certification and other evidential materials may be held for payment from the foreign
exchange accounts or purchase of foreign exchanges with Renminbi at the designated banks of foreign exchanges.

VII.

In case the transnational companies and their domestic affiliated companies pay overseas the distributed overseas patent use fees,
franchising fees, fees for technological introduction, the agreement on expense distribution, overseas payment notices, valid registration
certification and taxation certification and the relevant materials verified and issued by the intellectual property administration
or the foreign economic and trade administration may be held for payment from the foreign exchange accounts or purchase of foreign
exchanges with Renminbi at the designated banks of foreign exchanges.

VIII.

In case the transnational companies and their domestic affiliated companies pay overseas the distributed overhead, the agreement on
expense distribution, overseas payment notices and taxation certification and the relevant materials may be held for payment from
the foreign exchange accounts or purchase of foreign exchanges with Renminbi at the designated banks of foreign exchanges.

IX.

In case the transnational companies and their domestic affiliated companies pay overseas other overseas expenses that have been distributed
or paid by overseas headquarters or overseas affiliated companies in advance, the overseas payment notices, the original documents
of the relevant expenses and other relevant evidential materials, as well as tax certification if required for payment of tax, may
be held for payment from the foreign exchange accounts or purchase of foreign exchanges with Renminbi at the designated banks of
foreign exchanges.

Transnational companies and their affiliated companies may download the relevant contracts, agreements and payment notices via Internet,
and cover with the corporate stamps, which may be used for handling with the formalities for purchase and payment of non-trade foreign
exchanges.

XI.

Single foreign-invested enterprises or Chinese-invested enterprises that have observed the provisions on foreign exchange management
for the recent three years without any material acts in violation of foreign exchange management, with good financial position, with
big volume of foreign exchange payment under current accounts, and with important local influences may also handle with the sales
and payment of non-trade foreign exchanges according to the provisions of the Circular with approval by the local competent foreign
exchange administration.

XII.

Beijing Department of Foreign Exchanges, and Shanghai and Shenzhen bureaus shall distribute the list of the eligible transnational
companies and local domestic affiliated companies, as well as the verified single foreign-invested enterprises or Chinese-invested
enterprises to the designated banks of foreign exchanges under their jurisdiction.

XIII.

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

Upon receipt of the Circular, Beijing Department of Foreign Exchanges, and Shanghai and Shenzhen bureaus are requested to distribute
the Circular to the designated banks of foreign exchanges and the relevant units under their jurisdiction as soon as possible, and
the designated banks of foreign exchanges shall upon receipt distribute the Circular to their subordinate branches in Beijing, Shanghai
and Shenzhen. In case of any problems encountered during enforcement, please feedback in timely to the Management Department of Current
Accounts under the SAFE.

Contact with: Ma Chao

Tel: 010-68402114

Fax: 010-68402272

The State Administration of Foreign Exchanges
2003-07-30

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Russia Laws

The basic law

Concluding and Transitional Provisions

PROVISIONS OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF BONDED WAREHOUSES AND THE GOODS STORED THEREIN

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON REVISING THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON THE PEOPLE’S BANK OF CHINA

INTERIM PROCEDURES CONCERNING CAPITAL ACCRETION THROUGH ADDITIONAL ISSUES OF B-SHARES BY DOMESTIC LISTED COMPANIES

THE GOVERNMENT PROCUREMENT LAW

PROVISIONS ON THE ADMINISTRATION OF URBAN PLANNING SERVICE ENTERPRISE WITH FOREIGN INVESTMENT

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING TAX ADMINISTRATION ON PERMANENT REPRESENTATIVE OFFICES OF FOREIGN ENTERPRISES

CIRCULAR OF THE MINISTRY OF COMMERCE CONCERNING PRINTING AND DISTRIBUTING THE “SUPPLEMENTARY CIRCULAR ON RELATED ISSUES CONCERNING EXAMINING PROJECTS OF LABOR SERVICE COOPERATION WITH FOREIGN PARTIES”

CIRCULAR ON TAX PAID BY FOREIGN INVESTORS MERGING THE STOCK EQUITY OF CHINESE ENTERPRISES

CIRCULAR OF THE MINISTRY OF COMMERCE AND THE SAFE ON ISSUES RELATING TO SIMPLIFYING THE EXAMINATION AND APPROVAL PROCEDURES FOR THE PROJECTS OF OVERSEAS PROCESSING TRADE AND DELEGATING THE AUTHORITY

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGES ON THE MANAGEMENT OF COLLECTION AND SALES OF NON-TRADE FOREIGN EXCHANGES OF TRANSNATIONAL COMPANIES (TRIAL IMPLEMENTATION)

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