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INTERIM PROVISIONS CONCERNING THE MANAGEMENT OF CHINESE-FOREIGN JOINT JOB INTERMEDIARIES

Ministry of Personnel, Ministry of Commerce, State Administration for Industry and Commerce

Order of the Ministry of Personnel, Ministry of Commerce and the State Administration of Industry and Commerce

No.2

The Interim Provisions Concerning the Management of Chinese-foreign Joint Job Intermediaries, which has been examined and approved
by the executive meetings of the Ministry of Personnel, the Ministry of Commerce and the State Administration for Industry and Commerce,
is hereby issued and shall be put into effect as of November 1, 2003.

Zhang Bailin, Minister of the Ministry of Personnel

Lv Fuyuan, Minister of the Ministry of Commerce

Wang Zhongfu, Director of the State Administration for Industry and Commerce

September 4, 2003

Interim Provisions Concerning the Management of Chinese-foreign Joint Job Intermediaries

Chapter I General Provisions

Article 1

The present Provisions are developed in accordance with the Law of the People’s Republic of China on Chinese-foreign Joint Ventures
and other relevant laws and regulations, with an aim to strengthen the management of Chinese-foreign joint job Intermediaries, to
secure the order and to facilitate the healthy development of the employment market.

Article 2

The term “Chinese-foreign Joint Job Intermediaries” in the present Provisions refers to job intermediaries jointly established in
China by any foreign company, enterprise or other economic organization providing job intermediary services and any Chinese company,
enterprise or other economic organization providing job intermediary services.

Article 3

Any foreign company, enterprise or other economic organization providing job intermediary services that wants to set foot in job intermediary
services in China must operate jointly with a Chinese company, enterprise or other economic organization for offering job intermediary
services through a jointly-established intermediaries.

No wholly foreign-owned job intermediaries are permitted to found. Such organizations as foreign enterprises’ resident representative
office in China, or chambers of commerce established in China by any foreign enterprise are permitted to provide job intermediary
services in China.

Article 4

All Chinese-foreign joint job intermediaries shall comply with the laws and regulations of the People’s Republic of China and may
not do anything detrimental to the public interests or national security of the People’s Republic of China.

The legitimate business activities and legal rights and interests of Chinese-foreign joint job intermediary agencies shall be protected
by the law of the People’s Republic of China.

Article 5

The administrative department of personnel, administrative department of Commerce and the administrative department of industry and
commerce of the people’s governments at the level of province, autonomous region or municipality directly under the jurisdiction
of the central government shall, in accordance with the division of functions and roles take charge of the examination and approval,
registration, management and supervision of Chinese-foreign joint job intermediaries in their administrative region.

Chapter II Incorporation and Registration

Article 6

The incorporation of any Chinese-foreign joint job intermediaries shall meet the following requirements:

(1)

The Chinese investor who applies to be incorporated into Chinese-foreign joint job intermediaries must be a job intermediary existed
for not less than three years. On the other hand, the foreign investor must be a foreign company, enterprise or other economic organization
having been offering job intermediary services for not less than three years, and both of the two investors must have good reputations;

(2)

The intermediary to be incorporated shall have a sound organization structure, have personnel who are familiar with the management
of human resources, including five or more full-time employees who are graduates of junior college or above and have a qualification
certificate for job intermediary services;

(3)

The intermediary to be incorporated shall have an appropriate permanent office, adequate funds and office facilities necessary for
the business it applies, with a registered capital of 300,000 US dollars or more, of which the contribution made by the foreign investor
shall be at least 25% and the share of the Chinese investor shall be over 51%;

(4)

The intermediary to be incorporated shall have sound and practical articles of association, management system, working rules and definite
scope of business;

(5)

The intermediary to be incorporated shall have independent civil rights and obligations; and

(6)

Other requirements as prescribed by laws or regulations.

Article 7

Any application for incorporating a Chinese-foreign joint job intermediary shall be submitted to be examined and approved by the administrative
department of personnel of the people’s government of the province, autonomous region or municipality directly under the jurisdiction
of the central government where the agency is to be located, and the related records shall be submitted to the administrative department
of personnel of the State Council.

Article 8

One that wants to apply for the incorporation of any Chinese-foreign joint job intermediary must submit the following materials to
the administrative department of personnel of the local government of the province, autonomous region or municipality directly under
the jurisdiction of the central government:

(1)

a written application and a feasibility study report;

(2)

an agreement and a statute with signature of all investors;

(3)

qualification certificates showing that all of the investors have been providing job intermediary services for not less than three
years;

(4)

the Notice of Advance Approval of Enterprise Name issued by the administrative department of industry and commerce; and

(5)

other materials required by laws, regulations or the administrative department of personnel of provincial government, autonomous region
or municipality directly under the jurisdiction of the Central Government.

If any of the materials stated above is written in any foreign language, the Chinese version of that material shall be attached thereto.

Article 9

The administrative department of personnel of the provincial government, autonomous region or municipality directly under the jurisdiction
of the Central Government shall accomplish the examination and approval procedures within 30 working days from receipt of the application
for the incorporation of any Chinese-foreign joint job intermediary. A License for Job Intermediary Service (hereinafter referred
to as “license”) shall be issued if the application has been approved, and a related report shall be submitted to the administrative
department of personnel of the State Council to be kept in archives; If the application has been rejected, a written notice shall
be sent to the applicant explaining the reasons for such disapproval.

Article 10

According to regulations the applicant shall carry out the approval formalities with the administrative department of Commerce within
30 days from receipt of the license, and shall carry out the registration formalities with the administrative department of industry
and commerce within 30 days from the issuance of the approval certificate.

Chapter III Scope of Business and Management

Article 11

The administrative department of personnel of provincial government, autonomous region or municipality directly under the jurisdiction
of the Central Government shall, in the light of the capital, personnel and management level of the Chinese-foreign joint job intermediary,
approve it to enter one or more of the businesses listed below:

(1)

Collection, classification, storage and publication of information about the employment market and related advisory services;

(2)

Talent recommendation;

(3)

Talent recruitment;

(4)

Career test and appraisal;

(5)

Career training within China; and

(6)

Other relevant businesses ordained by laws and regulations.

Article 12

Any Chinese-foreign joint job intermediaries must comply with the principles of voluntary participation, impartiality and good credit,
as well as professional ethics, conduct business activities within the approved scope of business, and may not commit any act of
unfair competition.

Article 13

Any Chinese-foreign joint job intermediary that recruit talents to be employed outside China shall carry out formalities in accordance
with the relevant ordains of the Chinese government. None of the following persons may be recruited for jobs outside China if he:

(1)

is a technician or administrative person who is charged with key engineering or scientific research projects at the national or provincial
level, and if such employment outside China is not permitted by the entity he belongs to or by the competent administrative department;

(2)

is a civil servant in active service;

(3)

is assigned by the government to support the development of the Western Region of China and whose period of service in the west region
has not expired;

(4)

is involved in any confidential work, whether he is in service or out of service but still within the confidential period;

(5)

is suspected of any illegal commitment and is under investigations; or

(6)

is anyone at a special post who, according the relevant ordains of laws or regulations, is forbidden to flow for the time being, or
anyone whose exit is subject to approval according to the relevant ordains of any law or regulations.

Article 14

The foundation of a branch office, increase or decrease of registered capital, transfer of shares, and change of shareholders of a
Chinese-foreign joint job intermediary shall be subject to the approval of the initial examination and approval authorities and the
modification registration with the administrative department of industry and commerce is required.

Any Chinese-foreign joint job intermediary that changes its name, legal representative or location of its office shall, within 30
days after the registration of amendment with the administrative department of industry and commerce, carry out the relevant formalities
of modification for archival purposes with the initial examination and approval authorities.

Article 15

The administrative department of personnel of the State Council and of the people’s governments at the level of province, autonomous
region, and municipality directly under the jurisdiction of the Central Government shall, according to law, direct, examine and supervise
the daily management and business development of Chinese-foreign joint job intermediaries.

Each year the administrative department of personnel of the people’s governments at the level of province, autonomous region, and
municipality directly under the jurisdiction of the Central Government shall make examination of the licenses of Chinese-foreign
joint job intermediaries. The measures to be taken in such annual examinations shall be developed by the administrative department
of personnel of the people’s government of the province, autonomous region or municipality directly under the jurisdiction of the
Central Government. The result of such annual examination shall be submitted to the administrative department of personnel of the
State Council by the administrative department of personnel of the people’s governments at the level of province, autonomous region,
and municipality directly under the jurisdiction of the Central Government.

Chapter IV Penalty Provisions

Article 16

Any Chinese-foreign joint job intermediary who fails to duly undertake annual examination of the license, provides untrue information
or deceive the employers or people who are doing job hunting by any other means shall be given a warning or be punished with a fine
not exceeding 10,000 Yuan or both which depend on the severity of the activities; If the case is very serious, the amount of the
fine shall not exceed three times of the illegal income but in any event not exceeding 30,000 Yuan. The Penalty shall be enforced
by the administrative department of personnel of the people’s government of the province, autonomous region or municipality directly
under the jurisdiction of the Central Government combined with the administrative department of industry and commerce of the same
level.

Article 17

Anyone who violates the present Provisions and founds any Chinese-foreign joint job intermediary without the approval or anyone who
undertakes business activities beyond the approved and registered scope of business shall be punished in accordance with the Regulations
on the Management of Company Registration, Measures for Dealing with and Banning Licenseless Business Activities and other relevant
provisions. Anyone who commits any act of unfair competition shall be punished in accordance with the Law Against Unfair Competition.

Article 18

Anyone who serves in the government and neglects his duties, commits any embezzlement or malpractice and infringes on any legal rights
and interests of any entity, individual or investor shall be given a disciplinary penalty by the relevant authorities according to
the relevant competence or, if any crime is committed, be subject to criminal liabilities.

Chapter V Supplementary Provisions

Article 19

Any company, enterprise or other economic organization of Hong Kong Special Administrative Region, Macao Special Administrative Region
or Taiwan who establishes job intermediary in the mainland, shall be dealt by referring to the present Provisions.

Article 20

Business activities involving foreign citizens conducted in China by any Chinese-foreign joint job intermediary shall be handled in
accordance with relevant provisions.

Article 21

The power to interpret the present Provisions shall remain with the Ministry of Personnel, Ministry of Commerce and the State Administration
of Industry and Commerce.

Article 22

The present Provisions shall come into force as of November 1, 2003.



 
Ministry of Personnel, Ministry of Commerce, State Administration for Industry and Commerce
2003-09-04

 







CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON DELEGATING THE POWER TO APPROVE ENTERPRISES OF CATEGORY A FOR ENJOYING EXPORT TAX REFUND TO LOWER LEVELS

20040601

State Administration of Taxation

Circular of the State Administration of Taxation on Delegating the Power to Approve Enterprises of Category A for Enjoying Export
Tax Refund to Lower Levels

GuoShuiFa [2003] No. 117

October 11th, 2003

The administration of State taxation of all provinces, autonomous regions, municipalities directly under the Central Government, and
the cities directly under State planning, as well as all entities under the administration of State taxation:

With a view to streamlining the measures for the classified administration of the enterprises enjoying tax refund or exemption for
exported goods, the State Administration of Taxation has, after deliberation with the Ministry of Commerce, made decisions to delegate
the power to approve export enterprises of Category A to lower levels in light of the spirits of the Opinions on Doing Well the Follow-up
Work for the Projects Whose Examination and Approval Has Been Adjusted as issued by the Leading Group of the State Council for the
Reform of Administrative Approval System (GuoShenGaiFa [2003] No. 1). We hereby make the following notice on relevant matters:

I.

The power to approve export enterprises of Category A as prescribed in the Circular of the General State Administration of Taxation
concerning Carrying Out the Classified Management According to Enterprises on Tax Refund or Exemption for Exported Goods (GuoShuiFa
[1998] No. 95) and the Supplementary Circular of the General State Administration of Taxation concerning Carrying Out the Classified
Management According to Enterprises on Tax Refund or Exemption for Exported Goods (GuoShuiFa [2001] No. 83) shall be delegated without
exception to the administration of State taxes of all provinces, autonomous regions, municipalities directly under the State Council,
and the cities directly under the State planning, and is not subject to reporting to the State Administration of Taxation.

II.

The administration of state taxes of all provinces, autonomous regions, municipalities directly under the Central Governments, and
the cities directly under the State planning shall be responsible for the examination and approval of the export enterprises of Category
A and the administration on the tax refund or exemption of exported goods strictly in conformity with the requirements and standards
for the Category A export enterprises as prescribed in the Circular of the General State Administration of Taxation concerning Carrying
Out the Classified Management According to Enterprises on Tax Refund or Exemption for Exported Goods (GuoShuiFa [1998] No.95) and
the Supplementary Circular of the General State Administration of Taxation concerning Carrying Out the Classified Management According
to Enterprises on Tax Refund or Exemption for Exported Goods (GuoShuiFa [2001] No. 83). The name list of the Category A export enterprises
determined after approval shall be submitted to and put on archival files at the State Administration of Taxation.



 
State Administration of Taxation
2003-10-11

 







DETAILED RULES FOR THE IMPLEMENTATION OF THE MEASURES FOR THE ADMINISTRATION OF AUTO FINANCING COMPANIES

China Banking Regulatory Commission

Notice of China Banking Regulatory Commission on Printing and Issuing Detailed Rules for the Implementation of the Measures for the
Administration of Auto Financing Companies

Yin Jian Fa [2003] No. 23

Detailed Rules for the Implementation of the Measures for the Administration of Auto Financing Companies adopted at 8th president
meeting of China Banking Regulatory Commission on November 3rd, 2003 are hereby printed and issued, please carry out graveness.

China Banking Regulatory Commission

November 12th, 2003

Detailed Rules for the Implementation of the Measures for the Administration of Auto Financing Companies

Chapter I General Provisions

Article 1

The present Rules are formulated in accordance with the Measures for the Administration of Auto Financing Companies (hereinafter referred
to as “Measures”) and other relevant administrative regulations.

Article 2

The China Banking Regulatory Commission (hereinafter referred to as “CBRC”) and its agencies shall make supervision over and administration
of the auto financing companies according to the Measures and the present Rules.

Chapter II Establishment

Article 3

The application for establishing an auto financing company shall include the application for preparing the establishment and the application
for starting the operation.

The banking regulatory bureau (CBRC’s dispatched agency at the provincial level) at the place where an auto financing company is to
be established shall be the examining and verifying authority for the application for establishing such auto financing company. CBRC
shall be the examining and approving authority for applications for the establishments of all auto financing companies.

Article 4

The banking regulatory bureau shall implement a system of signing the receipt of the application documents for preparing the establishment
and for starting the operation of an auto financing company.

Article 5

The applicant meeting the requirements of Article 5 of the Measures shall submit to the banking regulatory bureau an application
form for preparing the establishment of an auto financing company and the materials required in Article 9 of the Measures.

Article 6

The banking regulatory bureau shall make examination on whether all the required documents have been submitted within five working
days after signing the receipt of the application documents for preparing the establishment of an auto financing company. In case
the application documents submitted are not complete or not in the specified forms, the banking regulatory bureau shall inform the
applicant all by one written notice, and require the applicant to further submit the materials that need to be added. Where the application
documents are complete and all in specified forms, the banking regulatory bureau shall accept and handle the application and give
the applicant a written notice concerning that.

In case the banking regulatory bureau proclaims no objections within five working days, the application shall be regarded as accepted
automatically.

Article 7

The banking regulatory bureau shall examine and verify the application documents for preparing the establishment of an auto financing
company, give its opinion on whether or not to approve the application and submit such opinions to CBRC.

CBRC shall complete the examination and verification within 20 days after accepting the application documents.

CBRC shall be responsible for the examination and approval of the application for preparing the establishment, and shall make a decision
in writing on whether or not to approve the application within six months after the banking regulatory bureau’s acceptance of the
application for preparing the establishment.

Article 8

In the event of disapproval, CBRC shall give the applicant a written notice stating the ground for such disapproval. The applicant
may not make further application for the same purpose within six months from the date on which such disapproval is given.

Article 9

Any applicant having obtained the permit for preparing the establishment wishes to extend the period of preparations shall submit
to the banking regulatory bureau an application form for extension and a report on application for extension, explaining the reasons
for the extension. After examined and verified by the banking regulatory bureau, the application for extension shall be submitted
to CBRC for verification and approval.

Such extension shall be limited to one time for each case and the period of extension shall not exceed three months.

Article 10

The applicant shall, after the preparations for establishment have been completed, submit to the banking regulatory bureau an application
form for starting the operation and the materials required in Article 12 of the Measures.

Article 11

The banking regulatory bureau shall be responsible for the acceptance, and examination and verification of the application documents
for starting the operation. The procedures for such acceptance, examination and verification shall be the same as those specified
in Articles 6 and 7 of these detailed Rules.

CBRC shall make a decision in written form on whether or not to approve the application within three months after the banking regulatory
bureau’s acceptance of the application for starting the operation.

Article 12

CBRC shall be responsible for the verification and approval of the applications for starting the operation and the business scopes
of auto financing companies. In the event of a solely foreign-owned auto financing company or a Chinese-foreign joint auto financing
company, the Financial License shall be issued by CBRC. In the event of a Chinese-investment auto financing company, the Financial
License shall be issued by the banking regulatory bureau.

The Financial Licenses of auto financing companies shall be governed by the Measures for the Control of Financial Licenses and other
relevant provisions.

Article 13

CBRC is authorized by the Ministry of Commerce of the People’s Republic of China to issue the Approval Certificate of the People’s
Republic of China for an Enterprise with Foreign Investment to the solely foreign-owned and Chinese-foreign joint auto financing
companies who have been approved to start operation. After receiving the approval document for starting the operation, the solely
foreign-owned or Chinese-foreign joint auto financing company shall go through the relevant formalities with CBRC and make enterprise
registration by the approval document issued by CBRC, the Financial License and the aforesaid approval certificate. CBRC shall, on
the same day as issuing the approval certificate, submit to the Ministry of Commerce the approval certificate stub.

Article 14

The articles of association of an auto financing company shall at least cover the company’s name, place of business, type of ownership,
registered capital, scope of business, form of association, operation and management, and termination and liquidation.

Article 15

With regard to each auto financing company, there must be at least 60% persons of its personnel who have the experience in financial
field or are graduates of college or secondary specialized school majoring in finance. The application documents for starting the
operation of an auto financing company shall cover the information on the percentage of persons who have the experience in financial
field or are graduates of college or secondary specialized school majoring in finance.

Article 16

All the application documents either for preparing the establishment or for starting the operation shall be submitted in triplicate
and in Chinese.

Chapter III Qualifications for the Senior Administrative Personnel

Article 17

The term “senior administrative personnel of an auto financing company” means the legal representative of the company and the persons
who have decision-making power with regard to the operation and management of the company or who play a major role in risk control
of the company, that is, the directors, supervisors, general manager, deputy general manager, chief financial officer, manager of
the department of internal audit or inspection, and the administrative persons who are in other post_titles but have the same functions
and duties as mentioned above.

Article 18

The senior administrative personnel of an auto financing company must meet the following basic requirements:

(1)

Being well acquainted with and complying with the relevant economic and financial laws and regulations of the state; and

(2)

Having the professional knowledge, work experience and organizational and administrative abilities necessary for his post.

Article 19

Anyone who is under any of the following circumstances may not be the senior administrative personnel of any auto financing company:

(1)

Having a record of crime or having been severely punished for his illegal act;

(2)

Having caused grievous losses to the financial institution or other enterprise or company where he worked due to his serous mistakes
in his work in the past five years;

(3)

Bearing the major responsibility or the direct leader’s responsibility for any major improper act, revocation of the financial license
or business license or bankruptcy of the financial institution or other enterprise or company where he worked, and such event occurred
in the past five years; or

(4)

Other circumstances prescribed in laws and regulations under which one person may not be the senior administrative personnel of a
financial institution.

Article 20

The qualifications and appointments of the chairmen of board of directors, vice chairmen of board of directors, executive directors,
directors, general managers, deputy general managers and chief financial officers of auto financing companies shall be subject to
the examination and approval of CBRC and its agency. And the qualifications and appointments of other senior administrative personnel
of auto financing companies shall be subject to submission to CBRC and its agency for archival purposes.

Article 21

The senior administrative personnel of auto financing companies to whom the examination and approval system applies shall meet the
following conditions:

(1)

A person to be the chairman of board of directors, executive director or general manager must be a graduate of college or above, and
have experience in financial field of at least five years or in the management of auto production or sales of at least ten years.
In case he is not a graduate of college or above, he shall have experience in financial field of at least eight years or in the management
of auto production or sales of at least 15 years;

(2)

A person to be the vice chairman of board of directors or deputy general manager must be a graduate of college or above, and have
experience in financial field of at least three years or in the management of auto production or sales of at least six years. In
case he is not a graduate of college or above, he shall have experience in financial field of at least six years or in the management
of auto production or sales of at least 11 years;

(3)

A person to be the chief financial officer must be a graduate of college or above, and have experience of financial, accounting or
auditing work of at least six years. In case he is not a graduate of college or above, he shall have experience of financial, accounting
or auditing work of at least 14 years; and

(4)

A person to be a director must be a graduate of junior college or above, and have experience in enterprise operation and management
of at least six years. In case he is not a graduate of junior college or above, he shall have experience in enterprise operation
and management of at least ten years.

Article 22

With the appointment of senior administrative personnel to whom the examination and approval system is applied, the auto financing
company shall submit the following application documents (in triplicate) to the local agency of CBRC:

(1)

The qualifications form for examination and approval;

(2)

The application for verifying the qualifications of the person to be appointed;

(3)

The comprehensive appraisal on the conduct, professional ability, administrative ability and achievements of the person to be appointed
by the board of directors and board of supervisors of the company to make the appointment and by the present employer of the person
to be appointed;

(4)

A copy of the ID card of the person to be appointed;

(5)

The copies of the academic credentials and the certificate of professional skill, as recognized by the state, of the person to be
appointed; and

(6)

Other materials as may be required by CBRC or its agency.

Article 23

In the event of submission of information about senior administrative personnel of an auto financing company for CBRC’s and its agency’s
examination and approval, CBRC and its agency shall, within 90 days from the receipt of all the required application documents, give
a reply on whether or not to approve. In the event of disapproval, a written notice shall be given to the applicant explaining the
reasons for this disapproval.

Article 24

CBRC and its agency may hold examinations or tests for or talks with a person who is to be appointed to a senior administrative post
and whose qualifications and appointment are subject to the examination and approval of CBRC and its agency.

Article 25

With regard to the appointment of senior administrative personnel to whom the system of submission for archival purposes is applied,
the auto financing company shall submit the following materials (in triplicate) to the local agency of CBRC:

(1)

The qualifications form for archival purposes;

(2)

The copy of the ID card of the person to be appointed;

(3)

The copies of the academic credentials and the certificate of professional skill, as recognized by the state, of the person to be
appointed; and

(4)

Other materials as may be required by CBRC or its agency.

Article 26

In the event of submission of information about senior administrative personnel of an auto financing company for archival purposes,
in case the local agency of CBRC does not make any objection in written form within 30 days after the receipt of all the required
information, it shall be regarded as recognized.

Article 27

Without the approval of CBRC and its agency, the senior administrative personnel of an auto financing company, such as the chairman
of board of directors, vice chairman of board of directors, executive director, general manager, deputy general manager, chief financial
officer or manager of the department of internal audit or inspection, may not concurrently hold any post in any Party or government
organization or any post of senior management in any other company.

Article 28

The chairman of board of directors of an auto financing company may not concurrently hold the post of general manager. The director
of an auto financing company may not concurrently hold any post of senior management in any other company that is in a competitive
relation with the auto financing company.

Article 29

Where the chairman of board of directors or the general manager of an auto financing company fails to perform his duties for one month
or more in succession for any reason, other senior administrative personnel shall be appointed as the acting chairman of board of
directors or general manager, provided that such appointment shall be subject to the submission to the local agency of CBRC for archival
purposes in advance. Where the chairman of board of directors or the general manager fails to perform his duties for three months
or more in succession, he shall be replaced.

Article 30

When senior administrative personnel of an auto financing company is to leave his post, the company shall engage an external auditor
as approved by CBRC and its agency to make an audit on post-leaving.

Article 31

An audit report on post-leaving shall at least cover the following:

(1)

The situation of the business under the person’s charge;

(2)

Whether the business under the person’s charge was conducted in accordance with laws and regulations;

(3)

The situation of the internal control and risk management with regard to the business under the person’s charge;

(4)

The great economic or criminal cases occurred in the person’s scope of official duty and the person’s responsibility for such cases;
and

(5)

The conclusion of the audit.

Article 32

CBRC and its agencies shall establish and keep the archives of senior administrative personnel of auto financing companies. Such archives
shall at least cover the followings:

(1)

The application documents for appointments;

(2)

The documents and materials examined and verified by CBRC and its agencies;

(3)

The documents of CBRC and its agencies on approving the appointments;

(4)

The decisions made by CBRC and its agencies on sanctions on the senior administrative personnel or the documents of CBRC and its agencies
on disqualifying the senior administrative personnel;

(5)

The decisions made by the auto financing companies on sanctions on the senior administrative personnel;

(6)

The audit reports on post-leaving; and

(7)

Other important materials.

Article 33

Where any of senior administrative personnel bears personal responsibility or bear the direct leader’s responsibility for any of the
following circumstances, CBRC and its agency shall, according to the circumstances and the consequences, disqualify the person, for
a fixed period or for his whole life, from being such senior administrative personnel:

(1)

The person is subject to any criminal responsibility;

(2)

The person refuses, interferes with, obstructs or seriously affects the legal supervision and administration by CBRC or its agency
on the auto financing company;

(3)

The poor internal control system or ineffective management has caused heavy losses of assets or resulted in any great financial crime;

(4)

The company has conducted extremely improper operations. It has been in poor management and administration for a long period of time
and suffered heavy losses or it has been taken over, dissolved, enforced to merge or declared bankrupt;

(5)

In the event of any great financial crime, the company fails to report the case without delay, fails to take proper measures, or fails
to cooperate with the competent authorities in the latter’s investigation or handling of the case, or interferes with or obstructs
the investigation and handling of the case;

(6)

The senior administrative personnel is found, after the appointment, to have committed any illegal or improper act or have other circumstances
that preclude his being a senior administrative personnel; and

(7)

Other circumstances as specified by CBRC or its agency.

Article 34

CBRC and its agencies may circulate a notice on the disqualification of senior administrative personnel of an auto financing company.

Chapter IV Risk Control, Supervision and Management

Article 35

Any auto financing company shall set up a sound risk management system aiming at risk control, which includes the following:

(1)

Setting up an organizational structure for good management of the company, with the duties and responsibilities reasonably and clearly
divided and the accounting relations clearly specified, and setting up the scientific and highly efficient decision-making and encouraging
and restricting mechanisms; and

(2)

Establishing and improving the internal control system by referring to the Guidance for Internal Control of Commercial Banks and under
the principles of generality, discretion, effectiveness and independence, and submitting that to the local agency of CBRC for archival
purposes.

Article 36

Any auto financing company shall establish a board of directors, other than in the event of a solely foreign-owned auto financing
company which has only a single director, and which shall engage an external independent director.

Article 37

Any auto financing company shall have its assets divided into five classes and, by referring to the Guiding Principles for Classified
Loan Risks, formulate rules for operating different classes of asset risks and implement them after submitting them to the local
agency of CBRC for archival purposes. It shall, in accordance with the Guidance for the Provision of Reverses for Loan Losses, set
up a cautious system of reserves for loan losses, and make timely and adequate provision of reserves for losses of assets.

Article 38

The formula for the calculation of the capital adequacy ratio of an auto financing company shall be: capital/risk-weighed assets.

Article 39

The capital of an auto financing company consists of the core capital and the subordinated capital. The core capital consists of paid-up
capital, capital reserves, surplus reserves and undivided profits. The subordinated capital consists of revalued reserves and general
reserves.

The core capital of an auto financing company shall be not less than 50% of all its capital.

Article 40

The calculation of the risk-weighed assets and different asset risk weights of an auto financing company are as follows:

Risk-weighed assets=claims against commercial banks￿￿0%+claims guaranteed by a commercial bank￿￿0%+claims with a guarantee of other
forms￿￿0%+assets in other forms￿￿00%+balance of guarantee business￿￿00%

A guarantee of other forms means a guarantee other than those provided by a commercial bank; assets in other forms do not include
cash.

At the calculation of the risk assets of each loan, the special-purpose reserve shall be first deducted from the book value of the
loan, and the devaluation reserves for other assets shall also be deducted from the book value of the relevant asset account.

Article 41

The ratio between the balance of credit provided by an auto financing company to a single borrower and the company’s registered capital
shall not exceed 15%.

The credit balance comprises stated accounts and unstated accounts.

Article 42

The ratio between the balance of credits provided by an auto financing company to the biggest ten clients shall not exceed 50% of
its registered capital.

Article 43

No auto financing company may give any unsecured loan to any of its affiliated persons, nor may it extend any credit to any of its
affiliated persons on terms more favorable than those offered to other borrowers with the same kind of credit.

Article 44

The balance of the credit extended by an auto financing company to any single director of the company and the affiliated persons of
the director shall not exceed 100% of the investment by the director to the company.

Article 45

The credit balance under Articles 41, 42 and 44 of the present Rules refers to the balance after deducting the cash and money equivalent
given in pledge by the borrower.

Article 46

The guarantee balance of an auto financing company shall not be more than 200% of its registered capital.

Article 47

The ratio between the fixed assets for its own use and the registered capital of an auto financing company shall not be more than
40%.

Article 48

The ratio between the current assets and current liabilities of an auto financing company shall be not lower than 100%.

The current assets cover cash, loans matured in a month, accounts receivable in a month and other assets that may be realized in a
month, provided that the amounts that are anticipated as not receivable shall be deducted from the aforesaid assets. The current
liabilities include deposits matured in a month, loans repayable in a month to financial institutions and other liabilities due in
a month.

Article 49

The loans for auto exhibition halls shall only be used for the construction of places required for the exhibition of finished motors.

Article 50

The interest rate of loans obtained by an auto financing company from other financial institutions shall apply the banker’s rates
mutatis mutandis. The interest rate of auto loans granted by an auto financing company may fluctuate by ?0-30% based on the legal
rate of interest as quoted by the People’s Bank.

Article 51

All the auto financing companies shall, in accordance with the provisions made by BCRC and its agency concerning the relevant supervision
and control, regularly submit to the local agency of CBRC their financial and accounting statements and reports on the implementation
of supervision and control indexes signed by its legal representative, and other materials as may be required by CBRC and its agency.

The legal representative of an auto financing company is held finally responsible for the authenticity of the aforesaid materials.

Article 52

CBRC and its agencies shall, by on-the-spot inspection and off-the-spot supervision and control, conduct overall check and appraisement
on each auto financing company’s implementation of the risk management system in which the legal person’s administrative structure
and internal control system serve as the key elements, of the capital adequacy ratio and other risk control indexes and of the systems
of classification of assets risks and asset loss reserves. CBRC and its agencies shall be enpost_titled to order any auto financing company
failing to meet the relevant requirements to make reform and consolidation, or suspend part or all of its business for reorganization.

CBRC and its agencies may designate an intermediary agency with proper credentials to make spot inspection on auto financing companies.

Chapter V Supplementary Provisions

Article 53

The term “auto financing business” means the business specified in Article 18 of the Measures.

Article 54

The term “the distributor” mentioned in Article 2 of the Measures means distributors who specially engage in the sales of motors
and does not include auto manufacturers or other sellers of motors.

Article 55

The enterprise legal person mentioned in Article 5 (1) of the Measures does not include any bank either in or out of China.

Article 56

The term “the buyer and seller of motors in China” mentioned in Article 2 of the Measures mean the buyers and sellers of motors in
China’s mainland and do not include those in Hong Kong, Macao or Taiwan.

Article 57

In the present Rules, the term “affiliated person” includes affiliated legal persons and affiliated natural persons.

The affiliated legal person of an enterprise means:

(1)

A legal person who directly or indirectly controls the enterprise or who is, together with the enterprise, under the common control
of any third person; or

(2)

An enterprise under the direct or indirect control of an affiliated natural person.

The term “affiliated natural person of an enterprise” means the senior administrative personnel of the enterprise and the close relatives
thereof. The affiliated natural persons of an auto financing company include in addition the personnel engaging in the credit business
and the close relatives thereof.

Article 58

The present Rules shall be implemented as of the promulgation. The responsibility to interpret the present Rules shall remain with
CBRC.



 
China Banking Regulatory Commission
2003-11-12

 







SUPPLEMENTARY NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE TAX REFUND RATE FOR EXPORTED GOODS

Ministry of Finance, State Administration of Taxation

Supplementary Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Tax Refund Rate for Exported
Goods

Caishui [2003] No. 238

December 2, 2003

The departments (bureaus) of finance and the bureaus of State taxes of all provinces, autonomous regions, municipalities directly
under the Central Government, and cities directly under State planning, the Bureau of Finance of Xinjiang Production and Construction
Army Corps:

The “Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Tax Refund Rate for Exported Goods”
(Caishui [2003] No. 222) has prescribed the tax refund rates applicable to exported goods since January 1, 2004. Our supplementary
notice concerning other relevant policies on tax refund for export is hereby giver as follows:

I.

Where the goods are exported by small-scale taxpayers on their own or by means of authorization, it shall continue to implement the
tax exemption policies, and their tax amount on purchase items shall neither be deducted nor be refunded. If taxes are permitted
to be refunded to export enterprises for their export of goods purchased from small-scale taxpayers, it shall apply a tax refund
rate of 5% to any goods whose tax refund rate for export is prescribed by Document Caishui [2003] No. 222 to be 5%; and it shall
apply to a tax refund rate of 6% to any goods whose tax refund rate for export is prescribed by Document Caishui [2003] No. 222 to
be higher than 5%.

II.

Where products are exported within the “Catalogue on Export of Hi-tech Products” (2003 Edition), it shall uniformly comply with the
tax refund rate prescribed in Document Caishui [2003] No. 222.

III.

Computer software in export (Customs Export Code: 9803) shall be exempted from taxes, and their tax amount on purchase items shall
neither be deducted nor be refunded.

IV.

For the Chinese domestically produced articles and domestic labor services purchased by foreign embassies (consulates) to China and
their diplomats, the domestically produced equipment purchased by foreign-funded enterprises and qualified for tax-refund conditions,
as well as the mechanical and electronic products for which the domestic enterprise won the bid and for which international bid invitation
was held by using loans of foreign governments and international financial organizations prescribed in Article 9 of the “Notice
of the State Administration of Taxation on Some Issues Concerning Tax Refund for Export” (GuoshuiFa [2000] No. 165), as well as the
ocean engineering structures sold by the production enterprises prescribed in the “Notice of the Ministry of Finance and the State
Administrative Institution of Taxation on Applying VAT Refund to Ocean Engineering Structures” (Caishui [2003] No. 46) to domestic
maritime petroleum and natural gas exploitation enterprises, taxes shall still be refunded, deducted or exempted according to the
original policies.

The domestically produced equipment purchased by foreign-funded enterprises, with the taxes on which permitted to be refunded, covers
a scope of domestically produced equipment purchased within China, which conforms to the investment projects in the catalogue of
encouraged foreign investment industries in the “Catalogue for the Guidance of Foreign Investment Industries”, that is, Order No.
21 jointly promulgated by the former State Planning Commission, the former State Economic and Trade Commission and the former Ministry
of Foreign Trade and Economic Cooperation.

The tax refund rate that is applicable to the “exemption or deduction” policies for the steel “specially used for processing export”
sold by the named steel enterprises prescribed in the “Notice of the State Administration of Taxation, the State Economic and Trade
Commission, the Ministry of Finance, the General Administration of Customs, and the State Administration of Foreign Exchange on Printing
and Distributing the Detailed Rules for the Implementation of the Measures for Promoting Steel Production in Place of Steel Import”
(GuoshuiFa [1999] No. 68) to processing trade enterprises shall be notified separately.

V.

The domestically sold or purchased goods other than those prescribed in Article 4 of the present Notice shall be deemed as the goods
whose taxes are permitted to be refunded or exempted upon export. The “exemption, deduction or refund” of taxes shall be handled
or the amount of “exempted or deducted” taxes shall be computed uniformly according to the tax refund rate prescribed in Document
CaishuiFa [2003] No. 222. For such goods, the “tax amount not permitted to be exempted or deducted” shall be calculated and be converted
into the costs.

The tax amount not permitted to be exempted or deducted = the sales amount named on common invoices￿￿tax levying rate of the sold
goods ￿￿ tax refund rate of the sold goods)

VI.

The present Notice shall enter into force as of January 1, 2004. The export date indicated by the customs on the “Customs Declaration
List for Exported Goods (the sheet of tax refund for export)” shall be deemed as the time criterion for Articles 1 through 3 of the
present Notice; while the time of issuance by the seller of common invoices shall be deemed as the time criterion for Articles 4
and 5.



 
Ministry of Finance, State Administration of Taxation
2003-12-02

 







BANKING SUPERVISION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

The Standing Committee of the National People’s Congress

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

No.11

The Banking Supervision Law of the People’s Republic of China was adopted at the 6th session of the Standing Committee of the 10th
National People’s Congress of the People’s Republic of China on December 27, 2003. It is hereby promulgated and shall be implemented
as of February 1, 2004.

Hu Jintao, Chairman of the People’s Republic of China

December 27, 2003

Banking Supervision Law of the People’s Republic of China ContentChapter I. General Provisions

Chapter II. Supervision Institutions

Chapter III. Supervision Functions

Chapter IV. Supervision Measures

Chapter V. Legal Liabilities

Chapter VI. Supplementary Provisions

Chapter I. General Provisions

Article 1

The present Law is formulated to strengthen the supervision over the banking industry, regulate the activities of supervision, prevent
and eliminate banking risks, protect the legitimate rights and interests of the depositors and other clients and promote the sound
development of the banking industry.

Article 2

The banking supervision institution of the State Council shall be responsible for the supervision over the nationwide banking financial
institutions and operations.

The term “banking financial institutions” as mentioned in the present Law refers to the commercial banks, urban credit cooperatives,
rural credit cooperatives and other financial institutions and policy banks established within China and engaged in taking in deposits
of the general public.

The present Law shall be applicable to the supervision over the financial assets management companies, trust investment companies,
financial companies and the financial lease companies established within the People’s Republic of China and other financial institutions
established within China upon approval of the banking supervision institution of the State Council.

The banking supervision institution of the State Council shall, in accordance with the relevant provisions of the present Law, conduct
supervision over the financial institutions established abroad upon its approval and the overseas operations of the financial institutions
as mentioned in the preceding two paragraphs.

Article 3

The banking supervision shall be targeted for promoting the lawful, steady, and sound operations of the banking industry, and maintaining
the confidence of the general public in the banking.

The banking supervision shall protect the fair competitions of banking and improve the competitive ability of the banking industry.

Article 4

When conducting banking supervision, the banking supervision institutions shall comply with the principle of law compliance, openness,
impartiality and efficiency.

Article 5

The banking supervision institutions and their functionaries engaged in banking supervision shall perform their duties in accordance
with the law, shall be protected by the law. None of the local governments, government departments of all levels, the social institutions
and individuals may interfere with them.

Article 6

The banking supervision institution of the State Council shall establish a supervision information sharing system with the People’s
Bank of China and the other financial supervision institutions of the State Council.

Article 7

The banking supervision institution of the State Council may also establish cooperation systems with the banking supervision institutions
of other countries or regions for the purpose of conducting transnational supervision.

Chapter II. Supervision Institutions

Article 8

The banking supervision institution of the State Council may set up dispatched institutions in light of the needs for exercising their
duties. The banking supervision institution of the State Council shall practice unified leadership and management to the institutions
dispatched by it.

The institutions dispatched by the banking supervision institution of the State Council shall, within the powers granted by the banking
supervision institution of the State Council, perform their supervision duties.

Article 9

Among the functionaries of the banking supervision institutions, those engaged in supervision shall have the professional knowledge
and experiences adapting to their respective post.

Article 10

The functionaries of the banking supervision institutions shall devote to their duties, handle matters in pursuance of the law, be
impartial and clean, shall not seek improper interests by taking advantages of their posts, and shall not hold concurrent positions
in other financial institutions or other enterprises.

Article 11

The functionaries of banking supervision institutions shall keep the secrets of the state in accordance with the law, and shall be
obligated to keep the secrets of the banking financial institutions and the parties concerned under their supervision.

Where the banking supervision institution of the State Council exchanges supervision information with the banking supervision institutions
of other countries or regions, it shall make an arrangement to keep the information secret.

Article 12

The banking supervision institution of the State Council shall disclose the supervision procedures, shall establish supervision responsibility
system and internal supervision system.

Article 13

When the banking supervision institutions deal with the risks of a banking financial institution, investigate into and punish relevant
illegal financial offences, or carry out other supervision activities, the local governments, the departments of all levels shall
support and cooperate with them.

Article 14

The auditing, supervision and other organs of the State Council shall conduct supervision over the activities of the banking supervision
institution of the State Council in pursuance of the law.

Chapter III. Supervision Duties

Article 15

In accordance with the law and the administrative regulations, the banking supervision institution of the State Council shall formulate
and issue regulations and rules governing the supervision over the financial banking institutions and their operations.

Article 16

In pursuance of the requirements and procedures as prescribed in the laws and the administrative regulations, the banking supervision
institution of the State Council shall be responsible for the examination and approval of the establishment, modifications, termination
and operation scope of the banking financial institutions.

Article 17

With regard to an applicant for establishing a financial institution or a banking financial institution that modifies the shareholder
whose total capital contributions or total shares reach or exceed the prescribed proportion, the banking supervision institution
of the State Council shall examine the shareholder’s sources of funds, financial status, capital adequacy and credit standing.

Article 18

The operations within the operation scope of a banking financial institution shall be subject to the examination and approval of or
be registered by the banking supervision institution of the State Council. The specific operations shall be prescribed and announced
by the banking supervision institution of the State Council in accordance with the laws and administrative regulations.

Article 19

Without approval of the banking supervision institution of the State Council, no entity or individual may establish any banking financial
institution or carry on operations as a banking financial institution.

Article 20

The banking supervision institution of the State Council shall adopt qualification management for the appointment of directors and
senior managerial personnel of the banking financial institutions and it shall formulate specific measures.

Article 21

The rules for prudent operations governing the banking financial institutions may be provided for in the laws and administrative regulations,
and may also be formulated by the banking supervision institution of the State Council in accordance with the laws and administrative
regulations.

The term “rules for prudent operations” as mentioned in the preceding paragraph covers the risk management, internal control, capital
adequacy ratio, quality of capital, loss reserve fund, risk concentration, related transactions and liquidity of assets, etc.

All banking financial institutions shall strictly abide by the rules for prudent operations.

Article 22

The banking supervision institution of the State Council shall, within the prescribed time limit, make a written decision about approving
or disapproving any of the following items; if it decides to disapprove, it shall give the reasons:

(1)

The establishment of a banking financial institution, within 6 months from the day when the application documents are received;

(2)

The modification or termination, the operation scope and the operations added to the operation scope of a banking financial institution,
within 3 months from the day when the application documents are received;

(3)

The examination of the qualifications of the directors and senior managerial personnel, within 30 days from the day when the application
documents are received.

Article 23

The banking supervision institutions shall conduct non-on-site supervision over the operations and risk status of the banking financial
institutions, shall establish banking financial institution supervision information system, and shall analyze and evaluate the risk
status of banking financial institutions.

Article 24

A banking supervision institution shall conduct on-site inspection on the operations and risk status of the banking financial institutions.

The banking supervision institution of the State Council shall formulate on-site inspection procedures, and regulate on-site inspections.

Article 25

The banking supervision institution of the State Council shall adopt consolidated financial statements in conducting supervision over
the banking financial institutions.

Article 26

With regard to the advice given by the People’s Bank of China about the inspection on banking financial institutions, the banking
supervision institution of the State Council shall make a reply within 30 days from the day it receives the advice.

Article 27

The banking supervision institution of the State Council shall establish a banking financial institution supervision grade evaluation
system and a risk pre-warning system. It shall, in light of the grade and the risk situation of a banking financial institution,
determine the frequency and scope of on-site inspections, and other necessary measures.

Article 28

The banking supervision institution of the State Council shall establish a post responsibility system for the discovery and reporting
of banking emergencies.

Where a banking supervision institution discovers an emergency may result in a systematic banking risk or may seriously affect the
stability of the society, it shall immediately report to the person-in-charge of the banking supervision institution of the State
Council. If the person-in-charge considers it necessary to report to the State Council, it shall report to the State Council at once,
and shall inform the People’s Bank of China, the finance department of the State Council and other relevant departments.

Article 29

The banking supervision institution shall, jointly with the People’s Bank of China, the finance department of the State Council and
other relevant departments, shall establish a banking emergency handling system, formulate a banking emergency disposal plan and
clearly specify the handing institutions, the personnel and their duties, the measures and procedures so as to timely and effectively
handle any banking emergencies.

Article 30

The banking supervision institution of the State Council shall be responsible for the making of unified statistics and statements
of the nationwide banking financial institutions, and shall announce them in accordance with relevant regulations of the State.

Article 31

The banking supervision institution of the State Council shall guide and supervise the activities of the banking self-disciplinary
organizations.

The constitution of any banking self-disciplinary organization shall be submitted to the banking supervision institution of the State
Council for archival purposes.

Article 32

The banking supervision institution of the State Council may carry out activities of international communication and cooperation related
to banking supervision.

Chapter IV. Supervision Measures

Article 33

A banking supervision institution shall, in light of the needs to perform its duties, have the power to demand the banking financial
institutions to submit their asset-liability statements, profit statements, and other financial and accounting statements, operation
management materials and the audit reports issued by certified public accountants.

Article 34

In accordance with the requirement of prudent supervision, a banking supervision institution shall taking following measures for conducting
on-site inspection:

(1)

To conduct inspection by entering into a banking financial institution;

(2)

To question the functionaries of the banking financial institution, to demand them to give explanations about the relevant to-be-inspected
items;

(3)

To examine and copy the documents and materials relating to the to-be-inspected items, to seal up the documents and materials that
may be moved, hidden or destroyed;

(4)

To examine the banking financial institution’s computer system for operation data management.

An on-site inspection shall be subject to the approval of the person-in-charge of the banking supervision institution. In an on-site
inspection, the number of inspectors shall not be less than 2, and the inspectors shall show their legitimate certificates and the
inspection notice. Under the circumstance of insufficient number of inspectors or a failure to show the legitimate certificates and
inspection notice, the banking financial institution shall be enpost_titled to refuse the inspection.

Article 35

In light of the needs to perform the duties, a banking supervision institution may talk with the directors and the senior managerial
personnel of a banking financial institution, may demand them to give explanations about significant matters concerning the operations
and risk control of this banking financial institution.

Article 36

The banking supervision institutions shall order the banking supervision institutions to faithfully disclose the information about
the financial and accounting statements, the status of risk management, the replacement of the directors and senior managerial personnel
and other significant matters.

Article 37

Where a banking financial institution is in violation of the prudent operation rules, the banking supervision institution of the State
Council or its dispatched institution of the province level shall order it to get right within a time limit. If the banking financial
institution fails to do so, or if its offences are so serious that will endanger the steady and sound operations of the banking financial
institution or impair the legitimate rights and interests of the depositors or other clients, the following measures may be taken
on the basis of different circumstances upon approval of the person-in-charge of the banking supervision institution of the State
Council:

(1)

To order it to suspend some of its operations, to stop approving new operations;

(2)

To restrict the distribution of bonus and other incomes;

(3)

To restrict the alienation of assets;

(4)

To order the controlling shareholder to transfer its stock right or to restrict the powers of relevant shareholders;

(5)

To order it to replace the directors and senior managerial personnel or restrict their powers;

(6)

To stop approving the establishment of any new branches.

After a banking financial institution gets right, it shall submit a report to the banking supervision institution of the State Council
or to its dispatched institution on the province level, which shall conduct a re-inspection. If the banking financial institution
is found to meet the prudent operation rules upon re-inspection, the relevant measures as mentioned in the preceding paragraph shall
be lifted within 3 days as of the completion of the re-inspection.

Article 38

Where a banking financial institution has already had or may have a credit crisis, which seriously impairs the legitimate rights and
interests of the depositors and other clients, the banking supervision institution of the State Council may take over the banking
financial institution or urge it to restructure. The taking over and restructure shall be implemented in accordance with the relevant
laws and the regulations of the State Council.

Article 39

Where a banking financial institution conducts illegal operations or faulty operations and management, and it will seriously impair
the financial order and the interests of the general public unless cancelled, the banking supervision institution of the State Council
shall be empowered to cancel it.

Article 40

Where a banking financial institution is taken over, restructured or canceled, the banking supervision institution of the State Council
shall be empowered to demand the directors, the senior managerial personnel and other functionaries to perform their duties according
to the requirements of the banking supervision institution of the State Council.

During the course of taking over, restructure or cancellation liquidation, the following measures may be taken against the direct
liable directors, senior managerial personnel and other direct liable persons upon approval of the person-in-charge of the banking
supervision institution of the State Council:

(1)

If the direct liable directors, senior managerial personnel and other direct liable persons exit China, and the interests of the state
will suffer a serious loss, the exit administrative organs shall be given a notice prohibiting them from exiting China in accordance
with the law;

(2)

It shall request the judicial organ to prohibit the banking financial institution from moving, transferring its properties or setting
other rights to its properties.

Article 41

Upon approval of the person-in-charge of the banking supervision institution of the State Council or upon approval of the person-in-charge
of its dispatched institution on the province level, the banking supervision institution shall be empowered to inquire about the
bank accounts of a banking financial institution that is suspected of conducting illegal financial operations, its functionaries
and other persons involved. With regard to those who are suspected of moving or hiding illegal funds, upon approval of the person-in-charge
of the banking supervision institution, an application may be filed to the judicial organ for freezing the funds.

Chapter V. Legal Liabilities

Article 42

Any of the functionaries engaged in supervising banking supervision institutions is under any of the following circumstances shall
be given an administrative sanction in pursuance of the law; if any crime is constituted, he (she) shall be subject to the criminal
liabilities.

(1)

Violating the requirements in examining and approving the establishment, modifications, termination, operation scope and the specific
operations within the operation scope of the banking financial institutions;

(2)

Violating the requirements in conducting on-site inspections on the banking financial institutions;

(3)

Failing to report the emergencies in accordance with Article 28 of the present Law;

(4)

Violating the requirements in inquiring about the banking accounts or applying for freezing them;

(5)

Violating the requirements in taking measures against or punishing a banking financial institution; or

(6)

Other offences of abusing his (her) powers or neglecting his (her) duties.

With regard to a functionary engaged in supervising banking supervision institutions who embezzles public funds, accepts bribes, betrays
state secrets or divulges the commercial secrets that he (she) knows, if any crime is constituted, he (she) shall be subject to the
criminal liabilities in accordance with the law; if no crime is constituted, he (she) shall be given an administrative sanction in
accordance with the law.

Article 43

Any one who establishes a banking financial institution without approval or illegally carries on operations as a banking financial
institution shall banned by the banking supervision institution of the State Council; if any crime is constituted, he (she) shall
be subject to criminal liabilities; if no crime is constituted, the banking supervision institution of the State Council shall confiscate
its illegal gains; if the amount of the illegal gains is not less than 550, 000 Yuan, a fine of not less than the same amount of
but not more than 5 times of the amount of the illegal gains shall be imposed on it; if there are no illegal gains or the amount
of the illegal gains is less than 550, 000 Yuan, a fine of 500, 000 Yuan up to 2, 000, 000 Yuan shall be imposed on it.

Article 44

Where a banking financial institution is under any of the following circumstances, it shall be ordered to get right by the banking
supervision institution of the State Council. If there are illegal gains, the illegal gains shall be confiscated; if the amount of
the illegal gains are not less than 500, 000 Yuan, a fine of not less than the same amount of or not more than 5 times of the amount
of the illegal gains shall be imposed; if there are no illegal gains or the illegal gains are less than 500, 000 Yuan, a fine of
500, 000 up to 2, 000, 000 Yuan shall be imposed. If the circumstance is extremely serious, or if the banking financial institution
fails to get right within the time limit, the banking supervision institution of the State Council may order it to stop its operations
for internal rectification or withdraw its business license; if any crime is constituted, it shall be subject to the criminal liabilities
according to law:

(1)

Establishing a branch without approval;

(2)

Making modification or terminating without approval;

(3)

Violating any of the regulations, or carrying on operations without approval or without registration;

(4)

Violating any of the regulations, elevating or lowering savings interest rates and credit interest rates.

Article 45

Where a banking financial institution is under any of the following circumstances, it shall be ordered to get right by the banking
supervision institution of the State Council, and shall be imposed on a fine of 200, 000 up to 500, 000 Yuan; if the circumstance
is extremely serious, or if it fails to get right within the time limit, the banking supervision institution of the State Council
may order it to stop its operations for internal rectification or withdraw it business license; if any crime is constituted, it shall
be subject to criminal liabilities in accordance with the law:

(1)

Appointing directors and senior managerial personnel without undergoing qualification examination;

(2)

Refusing or hindering the non-on-site supervisions or on-site inspections;

(3)

Providing false statements, reports and other documents and materials or providing statements, reports and other documents and materials
without disclosing imports facts;

(4)

Failing to disclose the information as required;

(5)

Violating the prudent operation rules seriously; or

(6)

Refusing to execute the measures as provided in Article 37 of the present Law.

Article 46

Where a banking financial institution fails to provide the statements, reports and other documents and materials as required, it shall
be ordered to get right the banking supervision institution within a time limit. If it fails to get right within the time limit,
it shall be imposed on a fine of 100, 000 up to 300, 000 Yuan.

Article 47

Where a banking financial institution is in violation of the laws, administrative regulations and the relevant regulation of the state
on banking supervision, the banking supervision institution shall not only punish it in accordance with Articles 43 through 46 of
the present Law, but also may take the following measures in light of the different circumstances:

(1)

To order the banking financial institution to give a disciplinary sanction to the direct liable directors, senior managerial personnel
and other liable persons;

(2)

If the offences of the banking financial institution constitute no crime, the direct liable directors, senior managerial personnel
and other direct liable persons shall be given a warning, and be imposed on a fine of 50, 000 up to 500, 000 Yuan;

(3)

To disqualify the direct liable directors, senior managerial personnel from taking the positions for a certain time period to even
a life-long period, to prohibit the direct liable directors, senior managerial personnel and other direct liable persons from engaging
in banking operations for a certain time period to even a life-long period.

Chapter VI. Supplementary Provisions

Article 48

Where it is otherwise provided for the supervision over the policy banks and financial assets management companies established within
the People’s Republic of China in the laws and administrative regulations, the relevant laws and administrative regulations shall
prevail.

Article 49

Where it is otherwise provided for the supervision over the foreign-funded banking financial institutions, the Sino-foreign joint
equity banking financial institutions and the branches of foreign banking financial institutions established within the People’s
Republic of China in the laws and administrative regulations, the relevant laws and administrative regulations shall prevail.

Article 50

The present Measures shall be implemented as of February 1, 2004.



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

 







DETAILED RULES FOR THE IMPLEMENTATION OF THE TOBACCO PATENT SALES LAW

Detailed Rules For The Implementation of the Tobacco Patent Sales Law of the People’s Republic of China

     CHAPTER ONE GENERAL PROVISIONS CHAPTER TWO TOBACCO PATENT SALES LICENSES CHAPTER THREE PLANTATION, PURCHASE AND APPROPRIATION OF TOBACCO
LEAVES CHAPTER FOUR PRODUCTION OF TOBACCO PRODUCTS CHAPTER FIVE SALES OF TOBACCO PRODUCTS CHAPTER SIX TRANSPORTATION OF PATENT SALES
TOBACCO PRODUCTS CHAPTER SEVEN PRODUCTION AND SALE OF CIGARETTE PAPER, FILTER TIPS, CIGARETTE CELLULOSE, AND SPECIAL CIGARETTE MAKING
MACHINERIES CHAPTER EIGHT IMPORT AND EXPORT TRADE AND FOREIGN ECONOMIC AND TECHNICAL COOPERATION CHAPTER NINE SUPERVISION AND EXAMINATION
CHAPTER TEN LEGAL LIABILITY CHAPTER ELEVEN SUPPLEMENTARY PROVISIONS

   Article 1 The detailed rules have been formulated pursuant to the “Tobacco Patent Sales Law of the People’s Republic of China” (hereinafter
referred to as “Tobacco Patent Sales Law”).

   Article 2 Tobacco patent sales refer to monopoly of the State of the administration of production, marketing and import and export of patent
tobacco products.

   Article 3 Patent cut tobacco refers to tobacco filaments, dust and granules processed with tobacco leaves, re-cured tobacco leaves and tobacco
sheets as raw materials.

   Article 4 Institution of functions and administrative system of departments in charge of tobacco patent sales of the State Council and various
provinces, autonomous regions and municipalities shall be done in accordance with the provisions of Article 4 of the Tobacco Patent
Sales Law. For cities and counties which do not have administrative departments in charge of tobacco patent sales, the departments
of the cities and counties in charge of tobacco patent sales shall take charge of such rules under dual leadership of the tobacco
patent sales administrative departments in charge at the next higher level and the people’s governments at the same level, with the
tobacco patent sales administrative departments in charge at the next higher level to assume the main leadership.

   Article 5 The State shall control over the tar contents of cigarettes and cigars and major additives to cigarettes and cigars. Tobacco products
manufacturers should not use harmful additives and colorants in violation of the ralated provisions by the State.

CHAPTER TWO TOBACCO PATENT SALES LICENSES

   Article 6 Application for tobacco patent sales licenses shall be required according to the provisions of the Tobacco Patent Sales Law and the
provisions of this set of rules for producing and handling wholesale and retail sale of tobacco products subject to patent sales
and for handling imports and exports of such products and for handling purchase and marketing of foreign tobacco products.

Tobacco Patent sales licenses are divided into:

(1) Tobacco Patent Production Enterprise License;

(2) Tobacco Patent Wholesale Enterprise License;

(3) Tobacco Patent Retail Sale Enterprise License;

(4) Special Tobacco Monopoly Business License;

   Article 7 The following requirements shall be met in obtaining Tobacco Patent Production Enterprise Licenses:

(1) To have adequate amount of funds for producing the patent tobacco products;

(2) To have the technology and equipment for producing the patene tobacco products;

(3) To adapt to the requirements of the State industrial policies for the tobacco industry; and

(4) To adapt to other requirements as provided for by the State Council department in charge of tobacco potent sales.

   Article 8 The following requirements shall be met in obtaining Tobacco Patant Wholesale Enterprise Licenses:

(1) To have adequate funds for wholesale of patent tobacco products;

(2) To have adaquate operational site and personnel;

(3) To conform to the requirements of the distribution of patent tobacco wholesale enterprises; and

(4) To conform to other requirements as provided for by the State Council department in charge of tobacco patent sales.

   Article 9 The following requirements shall be met in obtaining Tobacco Patent Retailsales Enterprise Licenses:

(1) To have adequate funds for retailsale of patent tobacco products;

(2) To have the fixed site for business operations;

(3) To conform to the requirements of the distribution of patent tobacco retailsales enterprises; and

(4) To conform to other requirements as provided for by the State Council department in charge of tobacco patent sales.

   Article 10 The following requirements should be met for obtaining Tobacco Patent Sales Enterprise Licenses:

(1) To have corresponding funds for handling tobacco and related products patent sales;

(2) To have a fixed site and adequate professional personnel for business operation;

(3) To conform with the rational distribution of tobacco patent retail sales enterprises; and

(4) To conform with other requirements as provided for by the State Council department in charge of tobacco patent sales.

   Article 11 Administrative department in charge of tobacco patent sales under the State Council shall be responsible for issuance of licenses
and administration of patent sales of tobacco products and transport of such products according to the Tobacco Patent Sales Law and
the provisions of this set of regulations.

   Article 12 In applying for a license for the production of tobacco products for patent sales, an application should first of all be filed with
the administrative departments in charge of tobacco patent sales of the province, autonomous region or municipality (hereinafter
referred to as provincial level), for an examination comments and submitted to the administrative department in charge of tobacco
patent sales under the State Council for approval and issuance of the license.

   Article 13 In applying for licenses for wholesale of tobacco patent products for trans-provincial, autonomous regional or municipal operations,
an application should be first of all filed with the provincial level administrative departments in charge of tobacco patent sales
for examination and comments and then submitted to the administrative department under the State Council in charge of tobacco patent
sales for approval and issuance of the license.

In applying for a license for wholesale of tobacco patent sales products within a province, autonomous region or municipality, an
application should first of all be filed with the administrative departments in charge of tobacco patent sales in its domicile for
examination comments and then submitted to the provincial level administrative departments in charge of tobacco patent sales for
approval and issuance of the license.

   Article 14 In applying for a license for patent retail sales of tobacco products, the provisions of the Tobacco Patent Sales Law shall apply.

   Article 15 In applying for a business license for special tobacco patent sales for import and export of tobacco patent sales products or sales
of foreign patent sales tobacco products, an application should first of all be filed with the provincial level administrative departments
in charge of tobacco patent sales for examination and comments and then submitted to the administrative department under the State
Council in charge of tobacco patent sales for approval and issuance of the license.

In applying for a special business license for sales of duty-free foreign tobacco patent sales products within the Customs control
areas, an application should first of all be filed with the administrative department in charge of tobacco patent sales in its domicile
for examination and comments and then submitted to the provincial level administrative department in charge of tobacco patent sales
for approval and issuance of the license.

   Article 16 Organs responsible for issuance of tobacco patent sales licenses should, regularly or irregularly check enterprises or individuals
that have obtained such licenses. If any case is found to have failed to meet the requirements of the Tobacco Patent Sales Law and
this set of regulations, the organs that issued the license shall order a temporary stop of the patent sales for carrying out a rectification
until all the requirements are met.

The specific procedures for control of tobacco patent sales licenses shall be worked out by the administrative department in charge
of tobacco patent sales under the State Council according to the provisions of this set of regulations.

CHAPTER THREE PLANTATION, PURCHASE AND APPROPRIATION OF TOBACCO LEAVES

   Article 17 Administrative department in charge of tobacco patent sales under the State Council shall, together with people’s governments of
related provinces, autonomous regions and municipalities, map out plans for tobacco plantation according to the requirements of rational
distribution and the State plans under the principle of improved strains, regionalization and standardization.

   Article 18 Tobacco leaves should be purchased in a unified way by tobacco companies or their entrusted units. Tobacco companies or their entrusted
units may, according to needs, open tobacco purchasing stations (points) to purchase tobacco in areas that have received plans for
purchasing tobacco issued by the State. The opening of such purchasing stations (points) should get the approval of provincial level
administrative departments in charge of tobacco patent sales. Without approval, no unit or individual is allowed to purchase tobacco
leaves.

   Article 19 Groups for grading of tobacco leaves should be erected by local administrative departments in charge of tobacco patent sales, together
with related departments at the same level and tobacco producers to coordinate appraisals of grades of tobacco leaves for purchase.

   Article 20 Plans for State reserves, exports and appropriation of tobacco leaves shall be issued by the planning department of the State Council.

CHAPTER FOUR PRODUCTION OF TOBACCO PRODUCTS

   Article 21 Startups of tobacco product producers shall be applied by the provincial level tobacco patent sales administrative departments to
the State Council administrative department in charge of tobacco patent sales for approval and issuance of licenses and to the administrations
for industry and commerce for registration as tobacco patent sales production enterprises.

   Article 22 Producers of tobacco products should strictly operate according to the production plan issued by the State.

   Article 23 It is forbidden to use rotten tobacco leaves to make cigarettes, cigars or cut tobacco.

   Article 24 Registrations of trademarks should be undertaken for cigarettes, cigars and packed cut tobacco. In application for the registration,
document of approval for production issued by the State Council administrative Department in charge of tobacco patent sales should
be presented according to law.

CHAPTER FIVE SALES OF TOBACCO PRODUCTS

   Article 25 Enterprises that have obtained licenses for patent wholesale of tobacco products should operate within the scope and areas specified
in the licenses.

Enterprises or individuals that have obtained licenses for patent retail sales of tobacco products should buy the products for sales
from the local tobacco patent wholesale enterprises and accept the supervision and control by the organs issuing the tobacco patent
sales licenses.

   Article 26 A unit or individual without a tobacco wholesale patent license to one time sales of over 50 cartons of cigarettes or cigars shall
be regarded as a wholesale business without license.

   Article 27 No unit or individual is allowed to sell illegally produced tobacco products.

   Article 28 Producers of tobacco products for patent sales or patent tobacco wholesalers must not provide tobacco products to units or individuals
that are unavailable with tobacco patent retail sales licenses.

   Article 29 Cigarettes and cigars to be sold within the territory of PRC should have Chinese words to indicate tar contents of the products and
the words “Cigarette smoking is harmful to health” on the surface of the packs.

   Article 30 State Council administrative department in charge of tobacco patent sales shall, if necessary, distribute cigarettes and cigars among
different provinces, autonomous regions and municipalities according to market demand.

   Article 31 It is forbidden to sell rotten or deteriorated tobacco products. Rotten or deteriorated tobacco products should be destroyed under
the guidance of administrative departments in charge of tobacco patent sales or related administrative departments.

   Article 32 Tobacco products with forged or phony trademarks discovered by related departments according to law shall be destroyed openly by
administrative departments in charge of tobacco patent sales according to the related regulations but not to be resold by any means.

   Article 33 The appraisals and testing of tobacco products with forged or phony trademarks shall be carried out by tobacco quality testing stations
designated by quality control and supervision department of the State Council or the people’s governments of provinces, autonomous
regions and municipalities.

CHAPTER SIX TRANSPORTATION OF PATENT SALES TOBACCO PRODUCTS

   Article 34 Licenses for transporting patent sales tobacco products shall be approved and issued by administrative departments in charge of tobacco
patent sales at and above provincial level or their authorized organs. Procedures for administration of licenses for transport of
patent sales tobacco products shall be worked out by the State Council administrative department in charge of tobacco patent sales.

   Article 35 Trans-provincial, autonomous regional and municipal transportation of imported patent sales tobacco products, home-made special tobacco
machineries and cigarette cellulose, filter tips and imported cigarette paper cuts should be made by one’s own effort or on consignment
basis on the strength of licenses for transport of patent sales tobacco products signed and issued by the administrative department
of the State Council in charge of tobacco patent sales.

Trans-provincial, autonomous regional and municipal transportation of domestic patent sales tobacco products other than domestically
manufactured tobacco special machinery and cigarette cellulose, filter tips and imported cigarette paper cuts should be made by one’s
own effort or on consignment basis on the strength of licenses for transport of patent sales tobacco products signed and issued by
the administrative department of the State Council in charge of tobacco patent sales or by provincial level tobacco patent sales
administrative department.

Trans-city or county transportation of patent sales tobacco products within a province, autonomous region or municipality should be
made by one’s own effort or on consignment basis on the strength of licenses for transport of patent sales tobacco products signed
and issued by the provincial level administrative departments in charge of tobacco patent sales or by units entrusted by them.

The transportation of confiscated smuggled patent sales tobacco products should be made by one’s own effort or on consignment basis
on the strength of licenses for transport of patent sales tobacco products signed and issued by the administrative department of
the State Council in charge of tobacco patent sales.

   Article 36 It shall be considered as transportation of patent sales tobacco products without transport licenses in one of the following cases:

1. The amount and scope of patent sales tobacco products transported have gone beyond the limits as prescribed in the transport licenses;

2. Use of overdue, altered or copied patent sales tobacco products transport licenses;

3. Bearing no license for transport of patent sales tobacco and failure to present valid certificate certifying the purchase of patent
sales tobacco products in the locality; and

4. Other acts involving the transport of patent sales tobacco products without a transport license.

   Article 37 The transship of patent sales tobacco products which is put under the control by the Customs shall go through the transshipping formalities
according to the regulations of the Customs on transshipment.

CHAPTER SEVEN PRODUCTION AND SALE OF CIGARETTE PAPER, FILTER TIPS, CIGARETTE CELLULOSE, AND SPECIAL CIGARETTE MAKING MACHINERIES

   Article 38 Tobacco patent wholesale enterprises and tobacco products production enterprises should purchase cigarette paper, filter tips, cigarette
cellulose and special cigarette making machineries exclusively from enterprises with patent tobacco production licenses, special
patent tobacco businesses licenses. Enterprises producing cigarette paper, filter tips, cigarette cellulose and special cigarette
making machineries should not sell their products to units or individuals without a patent tobacco production license.

   Article 39 The procurement, sale and transfer of special cigarette making machineries should have prior approval of the administrative department
in charge of patent tobacco sales under the State Council.

The catalog of special cigarette making machineries shall be compiled by the administrative department in charge of patent tobacco
sales under the State Council.

   Article 40 No unit or individual is allowed to sell special cigarette making machineries, cigarette paper, filter tips and cigarette tip cellulose.

Obsolete and illegally assembled special cigarette making machineries, sub-standard cigarette paper, filter tips and cigarette cellulose
and their odds and ends should be put under the disposal of local administrative departments in charge of patent tobacco sales and
are not allowed to be sold by any means.

CHAPTER EIGHT IMPORT AND EXPORT TRADE AND FOREIGN ECONOMIC AND TECHNICAL

   Article 41 The establishment of patent tobacco production enterprises with foreign investment should get the prior consent from the administrative
department in charge of tobacco patent sales under the State Council as according to related regulations of the State.

   Article 42 Import of patent sales tobacco products can only be handled by enterprises with special patent tobacco business licenses. The plan
for such import should be examined and approved by the administrative department in charge of tobacco patent sales under the State
Council.

   Article 43 Tobacco products imported duty-free should be kept at bonded warehouses designated by the Customs and locked and controlled by local
administrative departments in charge of tobacco patent sales and the Customs houses designated by the administrative department in
charge of tobacco patent sales under the State Council. The Customs should certify each package of foreign tobacco products imported
duty-free according to the import plan which has been approved by the administrative department in charge of tobacco patent sales
under the State Council.

   Article 44 Duty-free cigarettes and cigars should only be put on retail sales inside the areas under the control of the Customs with special
signs prescribed by the administrative department in charge of tobacco patent sales under the State Council on the packs and cartons.

   Article 45 Cigarettes and cigars especially for export should bear the Chinese words of “For Export Only” on the packs and cartons.

CHAPTER NINE SUPERVISION AND EXAMINATION

   Article 46 Administrative departments in charge of tobacco patent sales should supervise over and check on the implementation of the Tobacco
Patent Sales Law and the provisions of this set of regulations, explore and punish cases that have been found violated the Tobacco
Patent Sales Law and the provisions of this set of regulations and, together with related departments of the State, check and punish
smuggling of tobacco patent sales products, sales of smuggled goods and fake or shoddy tobacco patent sales products.

   Article 47 The opening of tobacco patent sales markets should be examined and approved by the administrative department in charge of tobacco
patent sales under the State Council. Tobacco patent sales markets that have not been approved should be banned by the people’s governments
above the county level.

   Article 48 The administrative department in charge of tobacco patent sales under the State Council shall, if necessary, set up offices in major
areas according to the actual circumstances; provincial administrative departments in charge of tobacco patent sales shall, if necessary,
station personnel in tobacco patent production and business enterprises. The offices or personnel stationed shall carry out supervision
and checks on production and business activities within the scope authorized by the departments that have set up the offices or stationed
personnel.

   Article 49 In examining and punishing cases that have violated the Tobacco Patent Sales Law and the provisions of this set of regulations, administrative
departments in charge of tobacco patent sales may exercise the following powers and functions:

1. to inquire into parties, suspects and witnesses concerned;

2. to check the business sites of parties concerned and dispose of the patent sales tobacco products produced or managed illegally;
and

3. to refer to and copy contracts, invoices, accounts, bills, records, documents, business letters and other materials related to
the law- violating acts.

   Article 50 Administrative departments in charge of tobacco patent sales may on its own or together with related departments carry out check
and handle illegal transportation of patent sales tobacco products.

   Article 51 Patent sales tobacco products confiscated according to law by the people’s court or the patent administrative departments concerned
in charge of tobacco patent sales and patent sales tobacco products used as penalty funds, pecuniary money or tax payment should
be auctioned according to relevant regulations of the State and bidders should enter in the auction upon the strength of tobacco
patent wholesale licenses. Bidders for foreign tobacco products should have acquired a tobacco patent sales business license.

Auctioning enterprises established according to law shall verify the qualifications of bidders and accept supervision by administrative
departments concerned in charge of tobacco patent sales in their work of auctioning tobacco patent sales products.

   Article 52 In performing their duties, tobacco patent sales inspection personnel of administrative departments concerned in charge of tobacco
patent sales shall wear badges issued by the tobacco patent sales administrative department under the State Council and present inspection
certificates issued by provincial level tobacco patent sales administrative departments.

   Article 53 Units or individuals who have done a good work in reporting cases violating tobacco patent sales law shall be rewarded.

   Article 54 Punishments as defined in Article 30 of this set of regulations should be meted out as:

1. For purchasing tobacco leaves without authorization, a fine amounting to over 20% and less than 50% of the value of tobacco purchased
illegally shall be imposed and the tobacco leaves illegally purchased shall be purchased at State listed prices;

2. For cases of purchasing more than 1,000 kilograms of tobacco leaves without authorization, the tobacco leaves illegally purchased
together with all the illegal proceeds, shall be confiscated.

   Article 55 Punishments as defined in Article 31 of this set of regulations shall be meted out as:

1. For consigning or self-transportation of tobacco patent sales products without transport passes or the amount of tobacco patent
sales products carried has exceeded the amount prescribed in the transport passes, a fine amounting to over 20% and less than 50%
of the value of the products illegally transported and the tobacco patent sales products may be pruchased at State listed prices.

2. Tobacco patent sales products transported illegally and all the proceeds shall be confiscated in one of the following cases:

(1) The value of tobacco patent sales products illegally transported has exceeded RMB 50,000 or the amount of cigarettes has exceeded
100 parcels (one parcel includes 10,000 cigarettes);

(2) Those who have been punished at least twice by administrative departments in charge of tobacco patent sales;

(3) Resisting the inspection by the inspection personnel of administrative departments in charge of tobacco patent sales;

(4) Illegally transporting smuggled tobacco patent sales products;

(5) Transporting tobacco patent sales products manufactured by enterprises without tobacco patent sales production licenses;

(6) Illegal camouflaged transportation of tobacco patent sales products;

(7) Evading inspection by using special purpose transportation means to carry tobacco patent sales products; and

(8) Other illegal transportation acts and the cases are very serious.

3. For units or individuals who intentionally transport tobacco patent sales products without transport passes, their illegal proceeds
shall be confiscated and a fine amounting to over 10% and less than 20% of the value of the tobacco patent sales products transported
shall be imposed.

4. For cases of sending by post or carrying tobacco leaves and tobacco products from one place to another with the sending or carrying
amounts exceeding more than one time the limits set by the related department of the State Council, punishments shall be meted out
according to the provisions of Article 32 of this set of regulations.

   Article 56 Punishments as defined in Article 32 of this set of regulations shall be meted out as:

1. For enterprises producing tobacco products without patent tobacco production licenses, administrative departments in charge of
tobacco patent sales shall order them to shut down and confiscate all the illegal proceeds and impose a fine amounting to one time
and less than two times the value of the tobacco products produced and the tobacco products confiscated shall be destroyed openly.

2. For enterprises producing cigarette paper, filter tips, tobacco cellulose or special equipment for making tobacco without licenses,
administrative departments in charge of tobacco patent sales shall order them to shut down and confiscate all the illegal proceeds
and impose a fine amounting to one time and less than two times the value of the products produced and the products confiscated shall
be destroyed openly.

   Article 57 For cases of illegally handling wholesales of tobacco products without licenses as defined in Article 33 of this set of regulations,
administrative departments in charge of tobacco patent sales shall order them to shut down or stop the wholesale business, confiscate
all the illegal proceeds and impose a fine amounting to over 50% and less than one time the value of the tobacco products sold.

   Article 58 Punishments as defined in Article 32 of this set of regulations shall be meted out as:

1. For handling import and export business of tobacco patent sales products without licenses, administrative departments in charge
of tobacco patent sales shall order them to stop such business, confiscate all the illegal proceeds and impose a fine amounting to
over 50% and less than one time the value of the business handled.

2. For businesses handling the selling and buying of foreign tobacco products without special tobacco patent sales business licenses,
administrative departments in charge of tobacco patent sales shall order them to stop such business, confiscate all the illegal proceeds
and impose a fine amounting to 20%-50% of the value of the products handled illegally.

   Article 59 For licensed tobacco patent wholesale enterprises that have violated the provisions of the first paragraph of Article 25 of this
set of regulations by handling wholesales beyond the business and geographical scopes, administrative departments in charge of tobacco
patent sales shall order them to suspend their businesses, and confiscate all the illegal proceeds and impose a fine amounting to
10%- 20% of the value of the products handled.

   Article 60 For tobacco patent retail sale enterprises or individuals that have violated the provisions of the second paragraph of Article 25
of this set of regulations by failing to procure products from local tobacco patent wholesalers, administrative departments in charge
of tobacco patent sales shall confiscate all the illegal proceeds and impose a fine amounting to 5%-10% of the value of the products
procured.

   Article 61 For cases that handle retail sale of tobacco products without tobacco patent retail sales licenses, administration for industry and
commerce or administrative departments in charge of tobacco patent sales, according to the opinion of administration for industry
and commerce, shall order them to stop their retail sales businesses, confiscate all the illegal proceeds and impose a fine amounting
to 20%- 50% of the value of the products handled.

   Article 62 For cases of marketing illegally manufactured tobacco patent sales products in violation of Article 27, the first paragraph of Article
40 of this set of regulations, administrative departments in charge of tobacco patent sales shall order them to stop the marketing
operations, confiscate all the illegal proceeds and impose a fine amounting to 20%-50% of the value of the products marketed and
the tobacco patent sales products confiscated shall be destroyed openly.

   Article 63 For cases of handling trans-provincial, autonomous regional and municipal tobacco products wholesale business without obtaining tobacco
patent wholesale licenses in violation of this set of regulations, administrative department in charge of tobacco patent sales shall
impose a fine amounting to over 10% and less than 20% of the value of the total amount handled.

   Article 64 For cases that provide tobacco patent sales products to units or individuals without tobacco patent sales licenses in violation of
the provisions of Article 28 and the second paragraph of Article 38 of this set of regulations, administrative departments in charge
of tobacco patent sales shall confiscate all the illegal proceeds and impose a fine amounting to 20%-50% of the value of the products
sold.

   Article 65 For tobacco wholesale enterprises

RULES ON THE DETERMINATION OF MINIMUM PRICES FOR THE USE RIGHTS OF STATE-OWNED LAND TRANSFERRED THROUGH AGREEMENTS

Rules on the Determination of Minimum Prices for the Use Rights of State-Owned Land Transferred Through Agreements

     Article 1 These Rules are hereby formulated in accordance with the relevant regulations stipulated in “Law of the People’s Republic
of China on the Management of Urban Real Estates” to strengthen macro government regulation, control and management of the transfer
of the use rights of State-land, ensure the income of State-owned land assets, and promote the healthy development of the land market.

   Article 2 The minimum prices for the use rights of State-owned land transferred through agreements as referred to in these Rules (hereinafter
referred to as minimum prices for agreed transfer) are the bottom standards on transfer fees fixed by people’s governments at a higher
level to exercise macro regulation, control and management of land markets and prevent the agreed transfer of State-owned land use
rights at law prices.

   Article 3 Determination of minimum prices for agreed transfer of the use rights of State-owned land in areas covered by urban development programmes
shall follow stipulations in these Rules.

   Article 4 The minimum prices for agreed transfer shall be determined by the land management departments under people’s governments at the provincial,
autonomous regional and municipal level together with other departments and put into implementation by land management departments
under people’s governments at the county level after approval by people’s governments at the provincial, autonomous regional and
municipal level.

   Article 5 The minimum prices for agreed transfer shall be determined in proportion to the base prices of land for different uses (commercial,
residential, and industrial) and in different grades. Specific proportions shall be worked out by provinces, autonomous regions,
and municipalities. The specific proportions in cities where the people’s governments of municipalities, cities separately listed
in the State budget, provinces, and autonomous regions are located shall, however, be reported to the State Land Administration for
verification and approval.

Base land prices shall be determined in accordance with Procedures for Price Estimation of Urban Land. If base land prices are readjusted,
minimum prices for agreed transfers shall be readjusted accordingly.

   Article 6 Different minimum prices for agreed transfer may be determined for land used for industries and projects whose development enjoys
key support or encouragement from the State in line with the classification of industries or projects.

   Article 7 Basic factors including compensations for removal and resettlement, land development costs, bank interests, and net land incomes
shall be taken into comprehensive consideration when minimum prices for agreed transfer are determined.

   Article 8 Land management departments of people’s governments at the provincial, autonomous regional and municipal level shall report the minimum
prices for agreed transfer they have determined to the State Land Administration for registration before they are put into implementation.
The State Land Administration shall order the re- determination of determined minimum prices for agreed transfer if they do not conform
with stipulations in Article 7 of these Rules.

   Article 9 The fees for the transfer of the use rights of State-owned through agreements shall not be smaller than minimum prices for agreed
transfer.

   Article 10 Land management departments under people’s governments at the city and county level shall make public the fees for the transfer of
the use rights of State-owned land after conclusion of transfer contracts, if the use rights are transferred through agreements.

   Article 11 Implementation of minimum prices for agreed transfer shall be subject to supervision and inspection by land management departments
under people’s governments that determine and approve these prices.

If the fees for the transfer of the use rights of State-owned land through agreements are smaller than the minimum prices for agreed
transfer, land management departments under people’s governments responsible for supervision and inspection shall order their correction
with prescribed periods of time. Contracts on land use right transfer shall be invalid if no corrections are made within the prescribed
periods of time. Losses recurred therefrom shall be sustained by the transferers, and responsible persons shall be administratively
disciplined by their units or units at a higher level according to the seriousness of their cases.

   Article 12 The State Land Administration shall be responsible for the explanation of these Rules.

   Article 13 These Rules shall come into force on the date of their promulgation.

    






INTERIM MEASURES GOVERNING THE ESTABLISHMENT OF CHINESE-FOREIGN EQUITY JOINT FOREIGN TRADE CORPORATIONS

The Ministry of Foreign Trade and Economic Cooperation

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

No. 1

In order to open wider to the outside world and to promote the development of foreign trade of our country, the Interim Measures Governing
the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations adopted at the 2nd minister￿￿s executive meeting, and
is hereby promulgated and shall be come into force after 30 days as of its promulgation. Beginning from its implementation, the Interim
Measures Governing the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations on a trail basis, which was ratified
on September 2, 1996 by the State Council, and promulgated on September 30, 1996 by the Ministry of Foreign Trade and Economic Cooperation,
will be abolished at the same time.

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

January 31, 2003

Interim Measures Governing the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations

Article 1

For the purpose of opening wider to the outside world and promoting the developments of foreign trade of our country, these measures
are formulated in accordance with the Foreign Trade Law of the People’s Republic of China and the Law of the People’s Republic of
China on Chinese-foreign Equity Joint Ventures, and other related laws and regulations.

Article 2

The measures are applicable to the Chinese-foreign equity joint foreign trade corporations (hereinafter referred to as “equity joint
foreign trade corporation”) specializing in the import and export trade business, jointly established by foreign corporations and
enterprises (hereinafter referred to as “Foreign investor”) and Chinese enterprises and companies (hereinafter referred to as “Chinese
investor”) within the Chinese territory.

Article 3

An equity joint foreign trade corporation is a company with limited liabilities. The foreign investor shall provide at least 25 per
cent of the total registered capital.

Article 4

The following conditions shall be met when establishing a equity joint foreign trade corporation:

1.

The foreign investor’s average annual foreign trade value with China shall reach US$30 million or more in the three years before application;
If the equity joint foreign trade corporation is to be registered in the Midwest of China, the foreign investor’s average annual
foreign trade value with China shall reach US$20 million or more in the three years before application.

2.

The Chinese investor shall have the right to do foreign trade business and its average import & export value shall be more than US$30
million in the three years before application; If the equity joint foreign trade corporation is to be registered in the Midwest of
China, its average import & export value shall be more than US$20 million in the three years before application.

3.

A Chinese-foreign equity joint foreign trade corporation shall meet the following conditions:

a.

Its registered capital shall be no less than 50 million Yuan; If registered in the Midwest, the registered capital shall be no less
than 30 million Yuan;

b.

It has its own name and organizations;

c.

It has operation area suitable for foreign trade business, specialized professionals and other necessary conditions.

Article 5

When applying for the establishment of an equity joint foreign trade corporation, the Chinese investor shall submit the following
documents to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MFTEC) through the local foreign
trade supervisory department:

1.

Project proposal, feasibility study report signed by all parties involved, contracts, and articles of incorporation;

2.

The proof documents for company registration (copy version), company credit, and legal representatives from all parties involved;

3.

The catalogue of the import & export commodities of the proposed equity joint foreign trade corporation;

4.

The recent three years’ annual account report forms audited by an accountant office from all parties involved;

5.

Other documents requested by the MFTEC The MFTEC shall review the documents it received from various places and it shall give an official
reply to and issue Certificates of Approval for Foreign-invested Enterprises to the qualified corporations within 90 days as of the
acceptance of the whole set of documents.

Article 6

After obtaining state approval for establishing an equity joint foreign trade corporation, the applicant shall file an application
for registration at the State Administration of Industry and Commerce or at local bureaus with its authorization within one month
from the date of the approval, and it shall, in accordance with the law, file an application for tax registration at tax authorities.

Article 7

Both of the foreign investor and the Chinese investor can provide funds for the registered capital in currency, physical objects,
intangible assets (including industrial properties, special technologies and a right to use a site). All the parties to the equity
joint foreign trade corporation shall pay up the investment to the prescribed volume within the time limit as provided for in relevant
provisions of the state.

Article 8

The equity joint foreign trade corporation shall, in accordance with the state’s pertinent regulations, deal in or serve as agent
for the import and export of cargo and technology and relevant services, and deal in the whole business for the commodities imported
by itself within the approved business scope.

Article 9

For the import and export commodities under the state quota and permit control, the equity joint foreign trade corporation cannot
handle them unless they have applied to the related state supervisory department in accordance with related laws and regulations
and obtained approval. As for the import and export commodities under the state control of quota bidding, the equity joint foreign
trade corporation shall tender for bids in accordance with the bidding regulations set down by the supervisory department.

Article 10

The foreign exchange revenue and expenditure of an equity joint foreign trade corporation shall be in conformity with the relevant
provisions of the state concerning foreign exchange.

Article 11

An equity joint foreign trade corporation shall pay taxes according to relevant laws and regulations and rules on taxation. Its shall
be enpost_titled to enjoy tax rebates or tax exemption on export cargoes in accordance with relevant laws, regulations and rules of the
state.

Article 12

An equity joint foreign trade corporation shall submit statements of finance, accounting, and statistics on a regular basis to the
local supervisory departments in accordance with the related laws and regulations on finance, accounting and statistics.

Article 13

An equity joint foreign trade corporation shall apply to join the Import and Export Chamber or the Association for Foreign-funded
Enterprises and shall obey the coordination of the Chamber or the Association.

Article 14

An equity joint foreign trade corporation shall comply with the Chinese laws and regulations, and is under the jurisdiction of Chinese
laws and regulations. Its legal rights and interests shall be subject to the protection of Chinese laws and regulations. If the equity
joint foreign trade corporation violates Chinese laws and regulations, it shall be subject to punishment accordingly.

Article 15

The present measures shall apply to the equity joint foreign trade corporations jointly established by companies or enterprises from
Hong Kong, Macao, and Taiwan with counterparts from the Chinese mainland.

Article 16

Before December 11, 2003, the application for the establishment of an equity joint foreign trade corporation, in which the registered
capital provided by the Chinese investor is less than 51%, shall not be accepted for the time being.

Article 17

The power to interpret the present Measures shall remain with the Ministry of Foreign Trade and Economic Cooperation.



 
The Ministry of Foreign Trade and Economic Cooperation
2003-01-31

 







DECISION ON AMENDING THE INTERIM PROVISIONS CONCERNING THE ESTABLISHMENT OF INVESTMENT COMPANIES BY FOREIGN INVESTMENT AND THE SUPPLEMENTARY PROVISIONS

20030710

The Ministry of Foreign Trade and Economic Cooperation

Decree of the Ministry of Foreign Trade and Economic Cooperation

No.4

The Decision on Amending the Interim Provisions Concerning the Establishment of Investment Companies by Foreign Investment and the
Supplementary Provisions were adopted at the 4th ministerial office meeting of the MOFTEC, which is hereby promulgated and shall
be implemented thirty days upon the date of the promulgation.

Minister Shi Guangsheng

March 7, 2003

Decision on Amending the Interim Provisions Concerning the Establishment of Investment Companies by Foreign Investment and the Supplementary
Provisions

In order to promote the investment of transnational companies in China, introduce advanced foreign technologies and management experiences,
and perfect the functions of investment companies, hereby is to amend the Interim Provisions Concerning the Establishment of Investment
Companies by Foreign Investment (hereinafter referred to as the Interim Provisions), the Supplementary Provisions on the Interim
Provisions Concerning the Establishment of Investment Companies by Foreign Investment (hereinafter referred to as the Supplementary
Provisions), and the 2nd Supplementary Provisions on the Interim Provisions Concerning the Establishment of Investment Companies
by Foreign Investment (hereinafter referred to as the 2nd Supplementary Provisions) promulgated by the MOFTEC as of 1995.

I.

Item 4 of Article 3 of the Interim Provisions is amended as: The balance sheet of the investors of the past three years audited by
force of law.

II.

Article 4 of the Interim Provisions is amended as: foreign investors shall contribute to the registered capital of the investment
company with freely convertible currencies, or RMB profits obtained in China or legitimate RMB gains or proceeds from the transfer
of shares or liquidation activities. Chinese investors may make contribution to the registered capital with Renminbi. In case foreign
investors contribute to the registered capital of the investment company with legitimate RMB gains or proceeds, they shall submit
the relevant certification and vouchers for payment of taxes. The capital contribution shall be paid in within two years upon issuance
of the business license.

III.

Article 5 of the Interim Provisions is amended as: Upon establishment with approval by the MOFTEC, the investment companies may undertake
the following businesses according to the actual requirements by the operational activities engaged in China:

(I)

Investment in the fields permitted for foreign investment by the state.

(II)

With written authorization by the enterprises invested (through unanimous consent by the Board of Directors), providing the following
services to the enterprise invested:

1.

Assisting or acting as agency in purchasing for the enterprise invested machinery equipment, office equipment, raw materials, components,
spare parts at home and abroad fro self use by the enterprises invested and selling the products produced by the enterprises invested
at home and abroad, as well as providing after-sale services;

2.

Balancing foreign exchanges among the enterprises invested with consent and supervision of the administration of foreign exchanges;

3.

Providing enterprises invested with technical supports, personnel training, internal personnel management and other services during
the production, sales and market development of products;

4.

Assisting the enterprises invested in seeking for loans and provision of guarantee;

(III)

Setting up scientific research and development center or department in China for undertaking of research and development of new products
and high-tech, transferring the R&D results and providing the corresponding technical services.

(IV)

Providing its investors with advisory services, and providing its associated companies with market information on investment and advisory
services relating to investment policies.

IV.

Article 16 of the Interim Provisions is amended as: In case the investment companies invest in establishing enterprises, the investment
made by the investment company or jointly with other foreign investors should not be less than 25% of the registered capital of the
enterprises to be established, which enjoy the treatment granted to foreign-invested enterprises with issuance of certificate of
approval of foreign-invested enterprises and business license of foreign-invested enterprises.

V.

Article 1 of the Supplementary Provisions is amended as follows: In case the registered capital of the investment company is no less
than USD30m, its loan shall not exceed four times that of the paid-in registered capital and in case the registered capital of the
investment company is no less than USD100m, its loan shall not exceed six times that of the paid-in registered capital. In case the
loan of the investment company would exceed the above-mentioned quota as required by its operations, application should be made to
the MOFTEC for approval.

VI.

Article 2 of the 2nd Supplementary Provisions is amended as follows: the investment company may as sponsor prepare and establish
foreign-invested joint-stock companies or hold the corporate shares of foreign-invested joint-stock companies that have not been
public listed. The investment company may also hold the corporate shares of other joint-stock companies in the territory of China
that have not been public listed. The investment company shall be deemed as foreign sponsor or shareholders of the joint-stock companies.

VII.

Article 5 of the 2nd Supplementary Provisions is amended as follows: the importation by the investment company of systematically
complete set of products or trial-sale products should go through the formalities in compliance with the relevant stipulations, with
the cash contribution, profits of foreign exchanges or loans outside China of foreign exchanges in the registered capital of the
investment companies. The accumulated annual importation amount mentioned above should not exceed 35% of the cash foreign exchanges
in the registered capital. Any balance of the accumulated annual importation amount that does not exceed 35% of the cash foreign
exchanges in the registered capital of the year should not be passed for use by the next year.

VIII.

Article 3 , Article 4 , Article 5 and Article 6 of the Supplementary Provisions and Articles 1, 3, 4 and 6 of the 2nd Supplementary
Provisions are consolidated and amended as:

Upon the establishment of the investment company, if the operations are undertaken by force of law without records of legal violation,
with registered capital paid in timely as specified by the Articles of association and if the paid-in capital by the investors is
no less than USD30m that has been used as investment in the enterprises invested, the investment company may with the examination
and consent by the local foreign economic and trade administration of provinces, autonomous regions, municipalities directly under
the Central Government or municipalities separately listed on the state plan apply to the MOFTEC, and upon approval undertake the
following businesses according to the actual requirements of its operations in China:

(I)

With written authorization by the enterprises invested (through unanimous consent by the Board of Directors), undertaking the following
businesses:

1.

Selling he products produced by the enterprises invested by distribution in the market at home and abroad; and

2.

Providing the enterprises invested with transportation, warehousing and integrated services.

(II)

Exporting domestic commodities not involved in export quota or licensing administration by agency, distribution or establishing export
and purchasing institutions;

(III)

Purchasing the products produced by the enterprises invested and selling them at home and abroad after system integration, and in
case the products produced by the enterprises invested may not fully satisfy the demands of system integration, the investment company
is allowed for purchasing complementary products at home and abroad for system integration with the value of the purchase not exceeding
50% of total value of all the products required for the system integration;

(IV)

Providing relevant technical trainings for the domestic distributors and agent of the enterprises invested and domestic companies
and enterprises that have reached agreements on technological transfer with the investment companies or their parent companies;

(V)

For the aim of the development of the product market prior to the production or the production of new products of the enterprises
invested, the investment companies are allowed for importing small amount of products from their parent companies identical or similar
to the products to be produced by the enterprises invested for domestic sales on trial that are not under import quota administration;

(VI)

Providing the enterprises invested with operational leasing services of machine and office equipments;

(VII)

Providing after-sale services for the products produced the parent companies; and

(VIII)

Participating in project contracting outside China of Chinese enterprises qualified for operations of foreign contracting projects
according to the relevant state provisions.

In applying for operation of the above-mentioned businesses, the investment company shall submit the following documents to the examination
and approval authority:

(I)

Application signed by the legal representative of the investment company;

(II)

Resolution of the Board of directors of the investment company;

(III)

Amended Articles of Association of the investment company;

(IV)

Certificate for approval of the investment company (copy) and business license (copy), as well as the report on asset appraisal issued
by Chinese certified public accountants; and

(V)

Report on asset appraisal for the enterprises invested that is issued by Chinese certified public accountants.

IX.

In case the Decision is of discrepancy with the Interim Provisions Concerning the Establishment of Investment Companies by Foreign
Investment, the Interpretation on the Issues Relating to the Interim Provisions Concerning the Establishment of Investment Companies
by Foreign Investment, the Supplementary Provisions on the Interim Provisions Concerning the Establishment of Investment Companies
by Foreign Investment or the 2nd Supplementary Provisions on the Interim Provisions Concerning the Establishment of Investment Companies
by Foreign Investment, this Decision shall prevail.

X.

The Decision shall enter into force thirty days after its promulgation.



 
The Ministry of Foreign Trade and Economic Cooperation
2003-03-07

 







CIRCULAR ON THE NOTIFICATION OF THE EXCHANGE INSTRUMENT AND STARTING TIME FOR THE REPURCHASE OF OPEN MARKET BUSINESS BONDS

Circular on the Notification of the Exchange Instrument and Starting Time for the Repurchase of Open Market Business Bonds

[2003] No.5

All primary dealers:

Pursuant to the spirit of the Notice of the People’s Bank of China on the Listing and Exchange of Bonds in the National Inter-Bank
Bond Market (Yin Fa [2003] No. 71), as from the date of promulgation of the present Announcement, the national debts newly released
on the national inter-bank bond market, the financial bonds of national development banks and the financial bonds of China import
and export banks, save and except those that may not be regarded as exchange instrument for repurchase of open market business as
determined by the People’s Bank of China, may be utilized as exchange instrument for the repurchase of open market business bonds.
The starting time shall be the listing date of each period of bond as publicized by China Government Securities Depository Trust
& Clearing Co., Ltd. and the National Inter-bank Funding Center based on the authorization of the People’s Bank of China.

The Operating Office of the Open Market Business of the People’s Bank of China

April 7, 2003



 
The People’s Bank of Chinacpdf/c05723.pdf
2003-04-07

 







CONSTITUTION ACT, 1982 – page 22

NOTES (1) The enacting clause was repealed by the Statute Law Revision Act, 1893, 56-57 Vict., c. 14 (U.K.). It read as...