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

The State Administration of Taxation

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

GuoShuiFa [2003] No.76

June 25, 2003

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

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

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

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

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

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

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

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

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

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

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

The State Administration of Taxation
2003-06-25

MEASURES FOR IMPLEMENTATION OF THE ADMINISTRATIVE PUNISHMENT FOR COPYRIGHT INFRINGEMENT

e03183

The National Copyright Administration

Decree of the National Copyright Administration of the PRC

No. 3

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

Shi Zongyuan, Director of the National Copyright Administration

July 24, 2003

Measures for Implementation of the Administrative Punishment for Copyright Infringement

Chapter I General Provisions

Article 1

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

Article 2

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

Article 3

(Violation acts)The misbehaviors herein refer to:

(I)

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

(II)

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

(III)

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

Article 4

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

(I)

Order to stop the tort acts;

(II)

Confiscation of the illegal incomes;

(III)

Confiscation of infringing duplicates;

(IV)

Fines

(V)

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

(VI)

Other administrative punishment specified by laws, regulations and stipulations.

Chapter II Jurisdiction and Application

Article 5

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

Article 6

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

Article 7

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

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

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

Article 8

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

Article 9

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

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

Chapter III Punishment Procedures

Article 10

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

Article 11

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

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

Article 12

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

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

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

Article 13

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

Article 14

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

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

Article 15

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

(I)

Preventing or correcting the misbehaviors

(II)

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

(III)

Collecting and taking other relevant evidences.

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

Article 16

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

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

(I)

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

(II)

Sampling in taking evidence from the suspected infringing duplicates

(III)

Registering the suspected infringing duplicates for preservation in advance.

Article 17

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

Article 18

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

(I)

written evidence

(II)

material evidence;

(III)

witness and attestation;

(IV)

audio-video materials

(V)

statement of the parties concerned

(VI)

conclusion of identification;

(VII)

Records of inspection and investigation.

Article 19

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

Article 20

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

Article 21

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

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

Article 22

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

(I)

Submitting the evidence for identification if required;

(II)

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

(III)

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

(IV)

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

(V)

Other statutory measures.

Article 23

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

Article 24

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

Article 25

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

Article 26

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

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

Article 27

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

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

Article 28

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

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

Article 29

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

(I)

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

(II)

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

(III)

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

(IV)

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

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

Article 30

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

Article 31

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

The serious circumstances herein refer:

(I)

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

(II)

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

(III)

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

(IV)

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

(V)

Causing other serious consequences or results.

Article 32

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

Article 33

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

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

Article 34

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

Article 35

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

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

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

Article 36

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

Article 37

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

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

Chapter IV Enforcement Procedures

Article 38

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

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

Article 39

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

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

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

Article 40

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

Chapter V Supplementary Provisions

Article 41

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

Article 42

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

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

Article 43

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

Article 44

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

The National Copyright Administration
2003-07-24

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

e01441

State Administration of Foreign Exchange

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

HuiFa [2003] No.107

September 8, 2003

Chapter 1 General Provisions

Article 1

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

Article 2

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

Article 3

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

Article 4

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

Article 5

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

Chapter 2 Record Registration of Exporters

Article 6

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

Article 7

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

(1)

The letter of introduction and written application of the exporter;

(2)

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

(3)

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

(4)

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

(5)

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

(6)

Other documents as required by the foreign exchange administration.

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

Article 8

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

Article 9

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

Chapter 3 Administration of Verification Forms

Article 10

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

Article 11

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

Article 12

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

Article 13

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

Article 14

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

Article 15

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

Article 16

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

Article 17

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

(1)

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

(2)

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

(3)

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

Article 18

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

Chapter 4 Export Customs Declaration

Article 19

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

Article 20

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

Article 21

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

Article 22

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

Article 23

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

Article 24

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

Article 25

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

Chapter 5 Collection of Proceeds

Article 26

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

Article 27

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

(1)

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

(2)

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

(3)

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

(4)

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

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

(5)

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

(6)

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

(7)

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

(8)

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

(9)

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

(10)

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

(11)

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

Article 28

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

(1)

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

(2)

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

(3)

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

Article 29

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

Name of the handling bank;

Date of foreign exchange settlement or payment collection;

Name and account number of the recipient entity;

Amount actually collected and the currency;

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

Net amount settled or entered into account and the currency;

Number of the verification form;

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

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

10.

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

11.

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

Article 30

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

Article 31

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

Article 32

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

Article 33

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

Article 34

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

Article 35

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

Chapter 6 Verification Report of the Exporter

Article 36

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

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

Article 37

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

Article 38

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

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

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

(6)

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

(7)

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

(8)

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

(9)

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

(10)

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

(11)

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

(12)

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

(13)

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

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

State Administration of Foreign Exchange

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

Hui Fa [2003] N0. 120

October 15, 2003

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

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

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

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

II.

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

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

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

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

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

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

III.

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

IV.

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

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

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

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

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

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

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

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

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

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

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

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

Attachment:

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

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

State Administration of Foreign Exchange
2003-10-15

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

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

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

No. 3

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

Minister of Commerce, Lv Fuyuan

Director General of the General Administration of Customs, Mu Xinsheng

Director General of the State Administration of Taxation, Xie Xuren

Director General of State Administration of Foreign Exchange, Guo Shuqing

November 17, 2003

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

Article 1

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

Article 2

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

Article 3

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

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

Article 4

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

Article 5

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

Article 6

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

(1)

The application;

(2)

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

(3)

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

(4)

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

(5)

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

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

Article 7

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

(1)

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

(2)

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

(3)

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

Article 8

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

Article 9

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

Article 10

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

Article 11

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

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

Article 12

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

Article 13

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

Article 14

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

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

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

Customs General Administration

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

No.105

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

Mou Xinsheng, Director of the General Administration

December 5th, 2003

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

Chapter I General Provisions

Article 1

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

Article 2

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

Article 3

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

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

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

Article 4

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

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

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

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

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

Article 5

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

Imported goods for processing trade;

Transit goods;

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

Imported consignments of spare parts for maintenance of foreign products;

Goods temporarily stored by foreign businesspeople;

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

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

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

Article 6

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

Chapter II Establishment of Bonded Warehouses

Article 7

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

Article 8

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

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

Possessing a minimum registered capital of RMB 3 million Yuan;

Being able to pay taxes to the customs office;

Possessing special business venue for storage of bonded goods;

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

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

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

Article 9

A bonded warehouse shall meet the following conditions:

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

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

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

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

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

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

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

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

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

Article 10

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

Article 11

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

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

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

Article 12

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

Article 13

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

Chapter III Management of Bonded Warehouses

Article 14

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

Article 15

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

Article 16

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

Article 17

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

Article 18

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

Article 19

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

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

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

Article 20

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

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

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

Chapter IV Management of Goods Stored in Bonded Warehouses

Article 21

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

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

Article 22

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

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

Article 23

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

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

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

Other tax-free goods provided for by the State.

Article 24

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

Article 25

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

To be transported abroad;

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

To become imported goods for processing trade;

To be sold on the domestic market; or

Any other circumstances provided for by the customs offices.

Article 26

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

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

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

Article 27

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

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

Chapter V Legal Liabilities

Article 28

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

Article 29

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

Article 30

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

Article 31

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

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

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

Managing the bonded goods poorly with unclear account books; or

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

Article 32

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

Chapter VI Supplementary Provisions

Article 33

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

Article 34

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

Customs General Administration
2003-12-05

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

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

No. 12

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

December 27, 2003

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

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

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

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

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

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

(1)

.Releasing and performing orders and regulations regarding its functions;

(2)

Constituting and carrying out monetary policies according to related laws;

(3)

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

(4)

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

(5)

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

(6)

Surveilling gold market;

(7)

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

(8)

Managing the state treasury;

(9)

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

(10)

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

(11)

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

(12)

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

(13)

Other functions as prescribed by the State Council. ”

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

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

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

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

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

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

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

10.

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

11.

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

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

12.

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

13.

Article 31 shall be deleted.

14.

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

(1)

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

(2)

Acts relating to the special loans of the PBC;

(3)

Acts of performing the provisions regarding Renminbi control;

(4)

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

(5)

Acts of performing related provisions regarding foreign exchange control;

(6)

Acts of performing related provisions regarding gold management;

(7)

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

(8)

Acts of performing related provisions regarding settlement management; and

(9)

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

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

15.

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

16.

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

17.

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

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

18.

Article 35 shall be deleted.

19.

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

20.

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

21.

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

22.

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

23.

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

24.

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

25.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Appendix:

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

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

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

1. Paper:

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

2. The cover should present:

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

(2) Name of the reporting company;

(3) Date of reporting;

(4) Date of acceptance;

(5) Date of meeting to examine the issue;

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

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

3. Number of copies:

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

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

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

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

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

Chapter Two Documents of Authorization and Appendices on the Additional Placement

2-1 Resolution of the current general meeting of shareholders

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

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

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

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

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

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

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

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

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

3-5 Business license for enterprise legal person

Chapter Four Explanatory Materials about the Feasibility of Capital Uses

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

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

Chapter Five Brief Informations about the Placement

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

5-2 Appendices to the explanatory information

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

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

5-2-3 Letter of legal opinion

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

5-3 Summary of the prospectus

Notes:

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

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

Chapter Six Appendices to the Reporting Materials for Issuance

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

6-2 Articles of association of the company

6-3 Underwriting agreement

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

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

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

Chapter Seven Business Qualification Certificates for Intermediaries

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

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

Notes:

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

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

THE GOVERNMENT PROCUREMENT LAW

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

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

Contents

Chapter I General Provisions

Chapter II Parties to Government Procurement

Chapter III Methods of Government Procurement

Chapter IV Government Procurement Proceedings

Chapter V Government Procurement Contract

Chapter VI Query and Complaint

Chapter VII Supervision and Inspection

Chapter VIII Legal Liabilities

Chapter IX Supplementary Provisions

Chapter I

General Provisions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter II

Parties to Government Procurement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter III

Methods of Government Procurement

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

(1) public invitation;

(2) invited bidding;

(3) competitive negotiation;

(4) single-source procurement;

(5) inquiry about quotations; and

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

Public invitation shall be the principal method of government procurement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter IV

Government Procurement Proceedings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(6) reasons for canceling the bid proceeding; and

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

Chapter V

Government Procurement Contract

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

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

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

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

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

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

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

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

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

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

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

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

Chapter VI

Query and Complaint

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

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

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

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

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

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

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

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

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

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

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

No.116

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

Minister of the Ministry of Construction Wang Guangtao

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

February 13, 2003

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

Article 1

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

Article 2

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

Article 3

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

Article 4

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

Article 5

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

Article 6

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

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

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

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

Article 7

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

Article 8

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

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

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

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

Notice for preliminary verification and approval of the enterprise name;

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

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

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

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

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

Article 9

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

Article 10

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

Article 11

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

Article 12

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

Article 13

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

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

Certificate of approval for enterprise with foreign investment;

Business license of enterprise as legal person;

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

Materials on the technical equipment of the enterprise.

Article 14

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

Article 15

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

Article 16

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

Article 17

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

Article 18

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

Article 19

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

Article 20

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

Article 21

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

Article 22

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

Article 23

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

Article 24

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

Article 25

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

Article 26

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

Article 27

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

Article 28

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

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

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

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7