AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF FINLAND ON THE ENCOURAGEMENT AND RECIPROCAL PROTECTION OF INVESTMENTS

AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF FINLAND ON THE ENCOURAGEMENT
AND RECIPROCAL PROTECTION OF INVESTMENTS

The Government of the People’s Republic of China and the Government of the Republic of Finland (hereinafter referred to as the Contracting
Parties),

Intending to create favourable conditions for investment by investors of one Contacting Party in the territory of the other Contracting
Party;

Recognizing that the encouragement and reciprocal protection of such investment will be conducive to stimulating business initiative
of investors and to increasing prosperity in both States;

Desiring to intensify the co-operation of both States on the basis of equality and mutual benefits;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement,

The term “investment” means every kind of asset invested by investors of one Contracting Party in accordance with the laws and regulations
of the other Contracting Party in the territory of the latter, and in particularly, though not exclusively, includes:

(a)

movable and immovable property and other property rights such as mortgages and pledges;

(b)

shares, debentures, stock and any other kind of participation in companies;

(c)

claims to money or to any other performance having an economic value associated with an investment;

(d)

intellectual property rights, in particularly copyrights, patents, trade-marks, trade-names, trade and business secrets, technological
processes, know-how and good-will;

(e)

business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract
or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments.

Reinvested returns shall enjoy the same treatment as the original investment.

The term “investor” means,

(a)

any natural person who is a national of either Contracting Party in accordance with the laws of that Contracting Party;

(b)

any legal entity, including a company, corporation, firm, association, partnership or other organization, incorporated or constituted
under the laws and regulations of either Contracting Party and having its registered office in that Contracting Party, irrespective
of whether or not for profit and whether its liabilities are limited or not .

The term “return” means the amounts yielded from an investment, including profits, dividends, interest, capital gains, royalties,
payments in kind and any other legitimate income related to an investment.

The term “territory” means the territory of either Contracting Party, including the land area, internal waters and territorial sea
and the airspace above them under the sovereignty of that Contracting Party, as well as any maritime area beyond the territorial
sea of that Contracting Party, over which that Contracting Party exercises sovereign rights or jurisdiction in accordance with domestic
and international law.

Article 2

PROMOTION AND PROTECTION OF INVESTMENTS

Each Contracting Party shall encourage investors of the other Contracting Party to make investments in its territory and admit such
investments in accordance with its laws and regulations.

Investments of the investors of either Contracting Party shall enjoy constant protection and security in the territory of the other
Contracting Party.

Neither Contracting Party shall take any unreasonable or discriminatory measures against the management, maintenance, use, enjoyment,
expansion, sale or disposal of investments that have been made by investors of the other Contracting Party.

Article 3

TREATMENT OF INVESTMENTS

Investments by the investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory
of the other Contracting Party.

Each Contracting Party shall accord to investments by investors of the other Contracting Party treatment no less favourable than the
treatment it accords to investments by its own investors with respect to the operation, management, maintenance, use, enjoyment,
expansion, sale or other disposal of investments that have been made.

Each Contracting Party shall accord to investments by investors of the other Contracting Party treatment no less favourable than treatment
it accords to investments by investors of any third State, with respect to the establishment, acquisition, operation, management,
maintenance, use, enjoyment, expansion, sale or other disposal of investments. Further, neither Contracting Party shall impose unreasonable
or discriminatory measures on investments by investors of the other Contracting Party concerning local content or export performance
requirements.

Each Contracting Party shall accord to investments by the investors of the other Contracting Party the treatment, which, according
to the investor is the more favourable of those stipulated in paragraph 2 and paragraph 3 of this Article.

Nothing in this Agreement shall be construed as preventing a Contracting Party from taking any action necessary for the protection
of its essential security interests in time of war or armed conflict, or other emergency in international relations.

Provided that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination
by a Contracting Party, or a disguised investment restriction, nothing in this Agreement shall be construed as preventing the Contracting
Parties from taking any measure necessary for the maintenance of public order.

The provisions of paragraphs 1 to 3 of this Article shall not be construed so as to oblige one Contracting Party to extend to the
investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of :

(a)

any existing or future customs union, free trade zone, economic and monetary union, regional economic cooperation or other similar
agreement;

(b)

any international agreement or arrangement relating wholly or mainly to taxation;

(c)

any international agreement or arrangement for facilitating small scale investments in border areas.

Article 4

EXPROPRIATION

Neither Contracting Party shall expropriate, nationalise or take other measures having similar effects, (hereinafter referred to as
“expropriation”) against the investments of the investors of the other Contracting Party in its territory, unless the following conditions
are met. The expropriation is done:

(a)

in the public interest;

(b)

under domestic legal procedure;

(c)

without discrimination, and

(d)

against compensation.

The compensation referred to in paragraph 1 of this Article shall be equivalent to the fair market value of the expropriated investment
at the time immediately before the expropriation was taken or the impending expropriation became public knowledge, whichever is earlier.
The value shall be determined in accordance with generally recognised principles of valuation.

Compensation shall be fully realisable and shall, in order to be effective for the affected investor, be paid without delay. It shall
include interest at a commercial rate established on a market basis for the currency of payment from the date of dispossession of
the expropriated property until the date of actual payment.

Where a Contracting Party expropriates the assets of a company which was incorporated or constituted under the law in force in any
part of its own territory, and in which investors of the other Contracting Party own shares, it shall ensure that the provisions
of paragraph 1 to 2 of this Article are applied to the extent necessary to guarantee compensation in respect of their investments
to such investors of the other Contracting Party who are owners of those shares.

Without prejudice to the provisions of Article 9 of this Agreement, the investor whose investments are expropriated by a Contracting
Party shall have the right to prompt review of its case and of valuation of its investments in accordance with the provisions of
this Article, by a judicial or other competent authority of that Contracting Party.

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

Investments by investors of one Contracting Party in the territory of the other Contracting Party that suffer losses owing to war,
a state of national emergency, insurrection, riot or other similar events in the territory of the latter Contracting Party, shall
be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other settlements
on less favourable than that accorded to investments by its own investors or investments by investors of any third State, whichever
is the more favourable according to the investor concerned.

Investments by investors of one Contracting Party that, in any of the situations referred to in paragraph 1 of this Article, suffer
losses in the territory of the other Contracting Party resulting from requisitioning or destruction of an investment or a part thereof
by the latter’s armed forces or authorities, which was not caused in combat action or was not required by the necessity of situation
shall be accorded restitution or compensation that is equivalent to the value of such losses.

Article 6

TRANSFER

Each Contracting Party shall ensure to the investors of the other Contracting Party the free transfer of funds related to investments
into and out of its territory, including in particular, but not exclusively:

(a)

amounts to maintain, develop or increase an investment;

(b)

profits, dividends, interests and other current income;

(c)

proceeds obtained from the total or partial sale or liquidation of an investment;

(d)

payments pursuant to a loan agreement in connection with an investment;

(e)

royalties in relation to the matters in paragraph 1 (d) of Article 1 ;

(f)

payments of technical assistance, technical service fees or management fees;

(g)

payments in connection with contracting projects;

(h)

earnings and other remuneration of personnel engaged from abroad who work in connection with an investment in its territory;

(i)

compensation payable pursuant to Articles 4, 5, 7 and 9.

A Contracting Party may, in exceptional balance of payments difficulties, exercise through equitable, non-discriminatory and good
faith basis regulatory measures in accordance with time limits specified by the IMF in such situations and through powers conferred
to it by law.

Without prejudice to paragraph 2 of this Article, each Contracting Party shall further ensure that the transfers referred to in paragraph
1 of this Article shall be made without any restriction or delay in a freely convertible currency and at the prevailing market rate
of exchange applicable on the date of transfer to the currency to be transferred and shall be immediately transferable.

In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of
currencies into Special Drawing Rights.

Article 7

SUBROGATION

If one Contracting Party or its designated agency makes a payment to its investor under an indemnity, guarantee or contract of insurance
against a non-commercial risk given in respect of an investment made in the territory of the other Contracting Party, the latter
Contracting Party shall recognise the assignment of all the rights and claims of the indemnified investor to the former Contracting
Party or its designated agency, by law or by legal transaction, and the right of the former Contracting Party or its designated agency
to exercise by virtue of subrogation any such right to same extent as the investor.

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible,
be settled with consultation through diplomatic channels.

If a dispute cannot thus be settled within six (6) months, it shall, upon the request of either Contracting Party, be submitted to
an ad hoc arbitral tribunal.

The tribunal shall comprise of three arbitrators. Within two (2) months of the receipt of the written notice requesting arbitration,
each Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within further two (2) months, together select
a national of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral tribunal.

If the arbitral tribunal has not been constituted within four (4) months from the receipt of the written notice requesting arbitration,
either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to
make the necessary appointments. If the President is a national of either Contracting Party or is otherwise prevented from discharging
the said function, the Member of the International Court of justice next in seniority who is not a national of either Contracting
Party or is not otherwise prevented from discharging the said function, shall be invited to make the necessary appointments.

Issues subject to dispute referred to in paragraph 1 of this Article shall be decided in accordance with the provisions of this Agreement
and the rules of international law applicable to both Contracting Parties.

The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Contracting Parties.
The arbitral tribunal shall, upon the request of either Contracting Party, explain the reasons of its award.

Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman and tribunal shall be borne in equal parts by the Contracting Parties. The tribunal may, however, make a different
decision regarding the sharing of the costs. In all other respects, the arbitral tribunal shall determine its own rules of procedure.

Article 9

SETTLEMENT OF DISPUTES BETWEEN AN INVESTOR AND A CONTRACTING PARTY

Any dispute arising out of an investment between one Contracting Party and an investor of the other Contracting Party should, whenever
possible, be settled amicably between the two parties concerned.

If the dispute has not been settled within three (3) months, from the date at which it was raised in writing, the dispute may, at
the choice of the investor, be submitted:

(a)

to the competent courts of the Contracting Party in whose territory the investment is made; or

(b)

to arbitration by the International Centre for the Settlement of Investment Disputes (ICSID), established by the Convention on the
Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington on 18 March 1965;
or

(c)

an ad hoc arbitration tribunal, which unless otherwise agreed upon by the parties to the dispute, is to be established under the Arbitration
Rules of the United Nations Commission on International Trade Law (UNCITRAL).

An investor who has submitted the dispute to national court referred to in paragraph 2(a) of this Article may nevertheless have recourse
to one of the Arbitral Tribunals mentioned in paragraph 2 (b) and 2 (c) of this Article, if the investor has withdrawn his case from
national court before judgement has been delivered on the subject matter. In that case the Contracting Party to the dispute shall
agree to the submission of the dispute between it and an investor of the other Contracting Party to international arbitration in
accordance with this Article.

The Arbitral Tribunal mentioned in paragraph 2 (c) shall consist of three arbitrators. The Tribunal shall reach its award by a majority
of votes.

The Tribunal shall adjudicate in accordance with the provisions of this Agreement, the law of the Contracting Party involved in the
dispute (including the rules on the conflict of laws) and the rules of international law applicable to both Contracting Parties.

The award shall be final and binding for the parties to the dispute and shall be executed according to national law.

Article 10

ENTRY AND SOJOURN OF PERSONNEL

Each Contracting Party shall, subject to its laws and regulations, grant temporary entry and stay and provide any necessary confirming
documentation to natural persons who are employed from abroad as executives, managers, specialists or technical personnel in connection
with an investment by an investor of the other Contracting Party, and who are essential for the enterprise, as long as these persons
continue to meet the requirements of this paragraph. Immediate family members of such personnel shall also be granted a similar treatment
with regard to entry and temporary stay in the territory of the host Contracting Party.

Article 11

OTHER OBLIGATIONS

If the legislation of either Contracting Party or international obligations existing at present or established hereafter between the
Contracting Parties result in a position entitling investments by investors of the other Contracting Party to a treatment more favourable
than is provided for by the Agreement, such regulations shall prevail over the present Agreement.

Each Contracting party shall observe any specific commitments it may have entered into with investors of the other Contracting Party
as regards to their investments.

Article 12

TRANSPARENCY

Each Contracting Party shall promptly publish, or otherwise make publicly available, its laws, regulations, procedures and administrative
rulings and judicial decisions of general application as well as international agreements which may affect the investments of investors
of one Contracting Party in the territory of the other Contracting Party.

Nothing in this Agreement shall require a Contracting Party to furnish or allow access to any confidential or proprietary information,
including information concerning particular investors or investments, the disclosure of which would impede law enforcement or be
contrary to its laws protecting confidentiality or prejudice legitimate commercial interests of particular investors.

Article 13

APPLICATION OF THE AGREEMENT

This Agreement substitutes and replaces the Agreement between the Government of the Republic of Finland and the Government of the
People’s Republic of China for the Protection of Investments, done at Beijing on 4 September 1984.

This Agreement shall apply to all investments made by investors of either Contracting Party in the territory of the other Contracting
Party, whether made before or after the entry into force of this Agreement, but shall not apply to any dispute or any claim concerning
an investment which was already under judicial or arbitral process before its entry into force. Such disputes and claims shall continue
to the settled according to the provisions of the Agreement done in 1984, mentioned in paragraph 1 of this Article.

Article 14

CONSULTATIONS

The representatives of the Contracting Parties shall hold meetings from time to time for the purpose of reviewing:

(a)

the implementation of the Agreement;

(b)

legal issues and information on investment opportunities;

(c)

issues arising out of investments;

(d)

proposals on the promotion of investments.

Where either Contracting Party requests consultation on any matter of paragraph 1 of this Article, the other Contracting Party shall
accord adequate opportunity for such consultations.

Article 15

ENTRY INTO FORCE, DURATION AND TERMINATION

The Contracting Parties shall notify each other when their respective internal legal requirements for the entry into force of this
Agreement have been fulfilled. The Agreement shall enter into force on the thirtieth day following the date of receipt of the latter
notification.

This Agreement shall remain in force for a period of twenty (20) years and shall thereafter remain in force on the same terms until
either Contracting Party notifies the other in writing of its intention to terminate the Agreement in twelve (12) months.

In respect of investment made prior to the date of termination of this Agreement the provisions of Articles 1 through 14 shall remain
in force for a further period of twenty (20) years from the date of termination of this Agreement.

In Witness Whereof, the undersigned representatives, duly authorised thereto, have signed the present Agreement.

Done in duplicate at Beijing on November 15th 2004 in the Chinese, Finnish and English languages, all texts being equally authoritative.
In case of divergence, the English text shall prevail.

For the Government ofFor the Government of

the People’s Republic of Chinathe Republic of Finland

Protocol to the Agreement on the Encouragement and Reciprocal Protection of Investments between the Government of the People’s Republic
of China and the Government of the Republic of Finland

On signing the Agreement on the Encouragement and Reciprocal Protection of Investments between the People’s Republic of China and
the Republic of Finland, the undersigned representatives of both Contracting Parties have agreed with respect to the People’s Republic
of China on the following provisions, which constitute an integral part of the Agreement.

Ad Article 2 , paragraph 3 and Article 3 , paragraphs 2 and 3

The provisions do not apply to any existing non-conforming measure maintained within its territory of the People’s Republic of China
or any future amendment thereto provided that the amendment does not increase the non-conforming effect of such a measure from what
it was immediately before the amendment took effect.

Treatment granted to investments once admitted shall in no case be made more restrictive than the treatment granted at the time when
the original investment was made.

The People’s Republic of China will take all appropriate measures to progressively remove all non-conforming measures.

Ad Article 6

Transfer payments shall comply with relevant transfer formalities stipulated by the Chinese laws and regulations. The period required
for the completion of transfer formalities shall commence on the day on which a written request with necessary supportive documentation
is submitted to the foreign exchange authorities. The necessary authorizations should be granted in a period of one month but shall
in no case exceed two months.

Transfer formalities relating to an investment shall in no case be made more restrictive than formalities required at the time when
the original investment was made.

Ad Article 9

The People’s Republic of China, when acting as a Contracting Party involved in a dispute, may require the investor concerned to exhaust
the domestic Administrative Reconsideration procedure specified by the laws and regulations of the People’s Republic of China before
Submission of the dispute to the arbitration procedures stipulated in paragraph 2(b) or 2(c) of this Article. The Reconsideration
procedure shall not exceed three (3) months.

In witness whereof, the undersigned duly authorised thereto, have signed this Protocol.

For the Government ofFor the Government of

the people’s republic of China the Republic of Finland

The Government of the People’s Republic of China
2004-11-15

CIRCULAR OF CHINA INSURANCE REGULATORY COMMISSION CONCERNING RELEVANT ISSUES ON SETTLEMENT AND PAYMENT OF INSURANCE PROTECTION FUND

China Insurance Regulatory Commission

Circular of China Insurance Regulatory Commission concerning Relevant Issues on Settlement and Payment of Insurance Protection Fund

Bao Jian Fa [2006] No.18

All insurance companies,

In order to do a good job for settlement and payment of insurance protection fund, and according to the Measures for the Administration
of Insurance Protection Fund (Bao Jian Hui Ling [2004] No.16) and the Notice on Relevant Issues concerning Payment of Insurance Protection
Fund (Bao Jian Fa [2005] No. 26), we hereby notified the relevant issues as follows:

According to the relevant provisions of the Measures for the Administration of Insurance Protection Fund, an insurance company shall,
within four months after the end of each fiscal year, calculate the payable amount of insurance protection fund of the whole year
by itself, and in light of the amount prepaid on quarterly basis, determine the amount of insurance protection fund that shall be
paid up in the year or the amount that may be used for the payable amount of insurance protection fund of the next year , and fill
in the Declaration Form for Settlement and Payment of Insurance Protection Fund (hereinafter refers to as “Declaration Form”), and
declare the annual insurance protection fund to China Insurance Regulatory Commission (CIRC).

II.

According to the Measures for the Administration of Insurance Protection Fund and other relevant provisions, an insurance company
shall compute the amount of insurance protection fund payable strictly and according to the facts, fill in the Declaration Form
accurately to ensure the truthfulness and completeness of the data in the Declaration Form. The legal person of the company, person
who takes the charge of the work of financial affairs, and the tabulator shall sign their names and the common seal shall be affixed
on the Declaration Form.

III.

When declaring the payment of annual insurance protection fund, an insurance company shall submit materials as follows:

Paper text of the Declaration Form (in duplicate);

The Excel file format of Electronic text of the Declaration Form ; and

Other documents that shall be handed in as required by CIRC.

The electronic text of the Declaration Form shall be submitted through emails to (bzjj@circ.gov.cn).

IV.

The Declaration Form shall be examined by CIRC within one month after receiving the Declaration Form, and the Notice of Settlement
and Payment shall be sent to the insurance company according to the examination results, and each company shall be notified of the
amount of insurance protection fund that should be paid up or may be set off for the payable amount of insurance protection fund
of the next year.

If the prepaid amount of insurance protection fund is less than the amount payable of the whole year, the underpaid part (namely the
amount that should be paid up) shall be paid off before June 30 of the next year; if the prepaid insurance protection fund is more
than the amount payable of insurance protection fund of the whole year, the overpaid part (namely the amount that may be set off
for payable) shall be used for setting off the prepaid amount of the second, third, and fourth quarters of the next year.

VI.

The model of Declaration Form may be downloaded from the website of CIRC (www.circ.gov.cn).

VII.

If having problems in the implementation, please reflect to the financial department of CIRC in a timely manner. The contact persons:
Wang Song and Guo Jing, Telephone: 0106628663766286182.

China Insurance Regulatory Commission

February 28, 2006

China Insurance Regulatory Commission
2006-02-28

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON APPROVING THE INTERNATIONAL CONVENTION ON THE PREVENTION OF MARINE POLLUTION BY DUMPING OF WASTES AND OTHER MATTER, 1996 PROTOCOL

Decision of the Standing Committee of the National People’s Congress on Approving the International Convention on the Prevention of
Marine Pollution by Dumping of Wastes and Other Matter, 1996 Protocol

June 29, 2006

The 22nd meeting of the Standing Committee of the 10th National People’s Congress decides to approve the 1996 Protocol to the Convention
on the Prevention of Marine Pollution by Dumping of Wastes and Other Matter (hereinafter referred to as the Protocol), which were
adopted at the meeting of the state parties to the Convention on the Prevention of Marine Pollution by Dumping of Wastes and Other
Matter on November 7, 1996 is approved and a declaration is simultaneously made as follows:

With respect to paragraphs 2 and 5 of Article 16 of the Protocol, if the People’s Republic of China turns into a party at issue due
to the explanations and application of the Protocol (including the explanations and application of paragraphs 1 and 2 of Article
3 ), the procedures for arbitration as prescribed in Attachment III to the Protocol shall be applied upon the strength of a written
approval of the government of the People’s Republic of China.

The Protocol shall, for the time being, not be applied to the Macao SAR of the People’s Republic of China before the government of
the People’s Republic of China otherwise makes any promulgation.

The Standing Committee of the National People’s Congress
2006-06-29

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING THE COLLECTION OF ENTERPRISE INCOME TAX ON THE INCREASED VALUE DUE TO ASSETS ASSESSMENT DURING THE RESTRUCTURING OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED

Circular of the Ministry of Finance and the State Administration of Taxation Concerning the Collection of Enterprise Income Tax
on the Increased Value due to Assets Assessment during the Restructuring of Industrial and Commercial Bank of China Limited

Cai Shui [2006] No. 81

The finance departments (bureaus), state taxation bureaus and local taxation bureaus of each province, autonomous region, municipality
directly under the Central Government and city specifically designated in the state plan, the Finance Bureau of Xinjiang Production
and Construction Corporations, and the financial supervision commissioners’ offices of the Ministry of Finance in each province,
autonomous region, municipality directly under the Central Government and city specifically designated in the state plan:

For the purpose of supporting the smooth operation of the restructuring and listing of the Industrial and Commercial Bank of China,
the relevant issues concerning taxation are hereby announced as follows in accordance with relevant spirit of the State Council on
supporting the restructuring of enterprises:

Where the increased value due to assets assessment that occurs during the restructuring of Industrial and Commercial Bank of China
has been confirmed and included into state capital by competent finance authorities, it shall be exempted from the enterprise income
tax that should be paid subject to relevant provisions.

The Industrial and Commercial Bank of China may make depreciation or amortization according to the assessed value of assets, and conduct
deduction before the levy of enterprise income tax.

Please abide hereby.

The Ministry of Finance

The State Administration of Taxation

August 14, 2006

The Ministry of Finance, the State Administration of Taxation
2006-08-14

CIRCULAR OF THE GENERAL OFFICE OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE WORK ARRANGEMENT OF SPOT CHECKS FOR ACCEPTANCE OF SPECIAL LAW ENFORCEMENT INSPECTION OF THE REGISTRATION AND ADMINISTRATION OF FOREIGN INVESTMENT

Circular of the General Office of the State Administration for Industry and Commerce on the Work Arrangement of Spot Checks for Acceptance
of Special Law Enforcement Inspection of the Registration and Administration of Foreign Investment

Ban Zi [2006] No. 76

The Administrations for Industry and Commerce of all provinces, autonomous regions and municipalities directly under the Central Government:

In accordance with the arrangements of the Circular on Organizing and Carrying out the Inspection of Law Enforcement in Various Parts
for the Year 2006(Gong Shang Ming Dian [2006] No. 35), the State Administration for Industry and Commerce decides to carry out spot
checks for acceptance on the law enforcement situation in all parts in mid-January, 2007. And related work arrangements are herby
notified as follows:

Contents and Appraisal Criteria of Spot Checks for Acceptance

(1)

The registration of authorized bureaus in accordance with the law.

The emphasis shall be placed on the examination and approval of the name, the enforcement of industrial policies (including pre-approval),
the examination of registration materials, etc. The above contents shall be examined one by one and be appraised as level A, level
B or level C in view of specific circumstances.

(2)

The supervision and administration of authorized bureaus.

The emphasis shall be placed on the case-handling in everyday routine supervision in accordance with relevant provisions, classified
supervision and administration of enterprise credit, and the investigation and prosecution of unlawful behaviors in annual inspection.
The above contents shall be examined one by one and be appraised as level A, level B or level C in view of specific circumstances.

(3)

The implementation of the Measures for Authorized Registration of Foreign-invested Enterprises by authorized bureaus.

The emphasis shall be placed on whether the authorized bureau is in conformity with authorized registration conditions and whether
there is registration in excess of authority. The above contents shall be examined one by one and be appraised as level A, level
B or level C in view of specific circumstances.

(4)

The implementation of special law enforcement task, the establishment of foreign investment monitoring system, and the improvement
of law enforcement effect in accordance with Document No. 146 by the State Administration on the part of the authorized bureaus.

The emphasis shall be placed on the organization and guidance work by authorized bureaus at the provincial level within the whole
province, the revision of the present software, the sorting-out, regulation and supplementation recording of original data, and the
collection, transformation and updating of data by authorized bureaus. The above contents shall be examined one by one and be appraised
as level A, level B or level C in view of specific circumstances.

See Appendix for the Form of Examination Contents and Appraisal Criteria

Means of Spot Checks for Acceptance

(1)

Hearing the report by administrations for industry and commerce at the provincial level and relevant local administrations for industry
and commerce on the law enforcement of foreign investment registration.

(2)

Organizing discussions among foreign investment registration officials on relevant problems in law enforcement.

(3)

Spot-check of archives; and

(4)

Holding conferences by members of inspection teams to appraise and mark the law enforcement activities.

The Scope of Spot Checks for Acceptance

Twelve provinces altogether throughout the country shall be spot checked. Two authorized bureaus in each province shall be chosen,
and 20 copies of foreign investment registration archives of each bureau shall be checked at random (including 15 registration archives
and 5 case investigation and prosecution archives).

Organization, Implementation and Detailed Arrangements for Spot Checks for Acceptance

Six working groups shall be divided with 6 to 7 persons in each. Each group shall be responsible for the spot check work of 2 provinces,
in which, the person in charge of the regulations department or that in charge of the registration bureau for foreign-invested enterprises
shall assume the team leader. Members of the team group shall include 1 division chief in charge of the local law department, 3 division
chiefs in charge of local foreign investment departments and 1 retinue official from the regulations department or the registration
bureau for foreign-invested enterprises.

Provinces and Time for Spot Check:

Group 1: Heilongjinag, Liaoning

Group 2: Shannxi, Gansu

Group 3: Hunan, Hubei

Group 4: Guangdong, Hainan

Group 5: Henan, Jiangxi

Group 6: Yunnan, Sichuan

The spot check for acceptance shall start as of January 18, 2007 and end up on January 28, 2007.

Summarization of the Spot Check for Acceptance

After the completion of the spot check for acceptance, each group shall write out a report. In the end, the Registration Bureau for
Foreign-invested Enterprises of the State Administration for Industry and Commerce shall formulate, based on the report of each groups
and that of the local authorities, a final report on the law enforcement situation. The local authorities shall also work out relevant
work summaries and deliberate on problems discovered during the law enforcement inspection so as to further promote and improve the
foreign investment registration work and enhance administration in accordance with the law.

The Administration for Industry and Commerce in such municipalities directly under the Central Government as Beijing, Shanghai, Tianjin
and Chongqing, and such provinces as Hebei, Shanxi, Inner Mongolia, Jilin, Shandong, Jiangsu, Anhui, Zhejiang, Fujian, Guangxi, Guizhou,
Tibet, Xinjiang, Ningxia and Qinghai, shall be required to submit the name list of the persons in charge of the Foreign Investment
Department who shall take part in the spot check for acceptance work to the Instruction Division of the Registration Bureau for Foreign-invested
Enterprises of the State Administration for Industry and Commerce.

Tel: 010-68057995

The Administration for Industry and Commerce in Beijing, Chongqing, Hebei, Inner Mongolia, Shandong and Zhejiang are required to submit
the name list of the persons in charge of the Law Department who shall take part in the spot check for acceptance work to the Case
Approval and Hearing Division of the Regulations Department of the State Administration for Industry and Commerce.

Tel: 010-68028434

Other matters involved shall be otherwise notified.

General Office of the State Administration for Industry and Commerce

December 21, 2006

General Office of the State Administration for Industry and Commerce
2006-12-21

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUES CONCERNING FURTHER STRENGTHENING THE ADMINISTRATION ON THE COLLECTION OF STAMP TAX

State Administration of Taxation

Notice of the State Administration of Taxation on the Issues concerning Further Strengthening the Administration on the Collection
of Stamp Tax

GuoShuiHan [2004] No. 150

January 30th, 2004

The bureaus of local taxation of all provinces, autonomous regions, municipalities directly under the Central Government and cities
directly under the State planning:

Since the stamp tax came into practice in 1988, the local tax organs of all levels have been continuously strengthening the administration
on its collection and have formulated effective measures for collection according to the local conditions, thus ensuring the steady
growth of the income from stamp tax. However, with the establishment and development of the market economy of our country and the
promulgation and implementation of the new Law of the People’s Republic of China on the Administration of Tax Collection (hereinafter
referred to as LATC), some provisions governing the stamp tax can’t meet the actual needs of the administration on tax collection,
thus the discrepancies between these provisions and the LATC are becoming increasingly obvious. With a view to strengthening the
administration on the collection of stamp tax, stopping up the related loopholes, making it convenient for the taxpayers and guaranteeing
the continuous and steady growth of the income from stamp lax, the relevant issues concerning strengthening the administration on
the collection of stamp tax are hereby clarified as follows:

Strengthening the management of the taxable documents subject to stamp tax

The tax organs of all levels shall strengthen the management of the taxable documents subject to stamp tax, ask the taxpayers to establish
a uniform register of taxable documents subject to stamp tax, and ensure the timely, accurate and complete registration of various
taxable documents. With respect to an entity with numerous taxable documents or with several departments that may sign taxable documents
with other entities, the competent tax organ shall ask it to formulate the measures for the management of the registration of taxable
documents in light of the actual circumstances. A taxpayer shall, if possible, specify a special department or a special person to
be responsible for the management of the taxable documents.

In accordance with the Detailed Rules for the Implementation of the Law of the People’s Republic of China on the Administration of
Tax Collection, the taxable documents subject to stamp tax shall be preserved for 10 years.

Perfecting the measures for the regular aggregate payment of stamp tax

The tax organs of all levels shall strengthen the tax management of the entities subject to regular aggregate stamp tax, issue a regular
aggregate payment license to the entities upon approval and determine the time limit for the regular aggregate payments. In the meanwhile,
the tax organs shall require the taxpayers to regularly submit the statements on the regular aggregate payments for stamp tax, and
regularly examine the taxpayers’ aggregate payments for stamp tax.

Strengthening the management of the commission agents of the stamp tax

The tax organs of all levels shall strengthen the management of the payments of the tax stamps sold by the commission agents, and
shall conduct a thorough inspection over the sale of the tax stamps within their respective jurisdictions. Where a commission agent
violates the provisions governing the commissioned sale of tax stamps, it/he shall be disqualified from selling the tax stamps in
light of the seriousness of the circumstances. Any act of a commission agent that affects the sale of the tax stamps shall, once
found out, be corrected in good time.

A tax organ shall, in light of the actual local circumstance, choose some entities or individuals that have a perfect and standard
management system and a rather reliable credit standing to sell the tax stamps as commission agents, and shall often guide, examine
and supervise their work.

Verification of the collection of stamp tax

Pursuant to Article 35 of the LATC and the features of the sources of the stamp tax, and with a view to strengthening the management
of the collection of stamp tax, under any of the following circumstances, the local tax organ may verify the base for the taxpayer’s
payable stamp tax:

(1)

The taxpayer fails to establish a register for the taxable documents subject to stamp tax, or failing to register faithfully or keep
properly the taxable documents subject to stamp tax;

(2)

The tax base for the payable stamp tax is obviously low due to the taxpayer’ refusal or failure to faithfully provide taxable documents
subject to stamp tax;

(3)

The taxpayer adopts the way of paying the aggregate stamp tax regularly, but fails to submit statements on the regular aggregate payments
for stamp tax to the local tax organ within the time limit as required by the tax organ; after admonished by the latter to submit
the statements within a time limit, the taxpayer still fails to do so or the local tax organ has found out in its examination that
the former has failed to make regular aggregate payments for stamp tax.

A local tax organ shall, when verifying the collection of stamp tax, issue to the taxpayer a notice on the verification of the collection
of stamp tax, in which it shall specify the base of stamp tax and the time limit for the tax payments.

A local tax organ shall, when verifying the collection of stamp tax, according to the taxpayer’s actual income from production and
business operations and by referring to the previous information on the taxpayer’s payments for stamp tax and the contract conclusion
in the same trade, determine a scientific and reasonable amount or proportion as the base for the payments of stamp tax.

The tax organs of all levels shall gradually establish basic stamp tax database, which shall cover the information of the collection
of stamp tax in different trades and the relevant materials of different taxpayers, shall determine a scientific and reasonable assessment
model, and shall ensure that the collection be verified in time, accurately, fairly and reasonably.

The local tax organs of all provinces, autonomous regions, municipalities directly under the Central Government and cities directly
under the State planning may, in light of the requirements of the present Notice and their respective actual circumstances, formulate
measures for the verification and collection of stamp tax, specifying the scope of the taxable documents subject to stamp tax, the
basis for the verification, the time limit for the tax payments and the verification amount or proportion, etc., and shall report
them to the State Administration of Taxation for archival purposes.

State Administration of Taxation
2004-01-30

MEASURES FOR THE ADMINISTRATION ON FOREIGN INVESTMENT IN COMMERCIAL FIELDS

The Ministry of Commerce

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

No.8

Measures for the Administration on Foreign Investment in Commercial Fields has been examined and approved at the sixth excutive meeting
of the Ministry of Commerce of the People’s Republic of China and shall be promulgated. It shall be implemented as of June 1,2004.

Bo Xilai, Minister of the Ministry of Commerce

April 16, 2004

Measures for the Administration on Foreign Investment in Commercial Fields

Article 1

For the purpose of further expanding the open-up to the outside world and improving the construction of market circulation system,
the present Measures are hereby formulated in accordance with the Law of the People’s Republic of China on Sino-foreign Equity Joint
Ventures, the Law of the People’s Republic of China on Sino-foreign Contractual Joint Ventures, Law of the People’s Republic of China
on Wholly Foreign-owned Enterprises, and the Company Law, and other relevant laws and administrative regulations.

Article 2

Where a foreign company, enterprise and other economic organization or individual (hereinafter referred to as “foreign investors”)
establishes foreign-funded commercial enterprises within the territory of China and engages in commercial business, the present Measures
shall be observed.

Article 3

The “foreign-funded commercial enterprises” shall refer to the enterprises with foreign investment which undertake the following commercial
activities:

Commission agency: agents, brokers, auctioneers or other wholesalers for sale of goods, who sell goods of someone else and provide
relevant attached services through collecting fees on the basis of contract;

Wholesale: Selling goods to retailers, customers of industry, commerce and organizations, or to other wholesalers or providing relevant
attached services;

Retail: Selling goods for consumption and use of individuals or groups or providing relevant attached services in fixed places or
through television, telephone, mail order, internet, and automats; or

Franchising: vesting other people with using its trademark, trade firm, or mode of management by signing contract for the purpose
of gaining remunerations or franchising fees.

Foreign companies, enterprises, and other economic organizations or individuals shall carry out business activities as prescribed
in items 1, 2, 3, and 4 of the preceding paragraph through foreign-funded enterprises they establish in China.

Article 4

Foreign-funded commercial enterprises shall abide by laws, administrative regulations and the relevant rules of the People’s Republic
of China. Their legitimate business activities and legal rights and interests shall be subject to the protection of Chinese laws.

Article 5

Competent commerce departments of the state shall make supervision over and administration on foreign investment in commercial fields
and the business activities of foreign-funded commercial enterprises according to laws.

Article 6

Foreign investors of the foreign-funded commercial enterprises shall have good credit and no history in violation of Chinese laws,
administrative regulations and relevant rules. Foreign investors with substantial financial strength, advance experiences, marketing
techniques in business management, and broad international marketing networks shall be encouraged to establish foreign-funded commercial
enterprises.

Article 7

Foreign-funded commercial enterprise shall meet the following conditions:

The minimum registered capital shall accord with the relevant provisions of the Company Law.

Conforming to the relevant provisions on the registered capital and total investment of the enterprises with foreign investment. And

The term of operation of a foreign-funded commercial enterprise shall not exceed 30 years in general, and the term of operation of
a foreign-funded commercial enterprise which is established in the middle and western regions shall not exceed 40 years in general.

Article 8

Foreign-funded commercial enterprise shall meet the following conditions when opening up a store:

Where it applies for establishing a store when applying for establishing a commercial enterprise, it shall follow the relevant provisions
on city development and urban commercial development. And

Where a established foreign-funded commercial enterprise applies for establishing additional stores, it shall meet the following conditions
in addition to meeting the requirements of item 1:

(1)

Participating in the joint annual examination on enterprises with foreign investment and having passed the annual examination; and

(2)

The registered capital of the enterprise has been fully paid.

Article 9

Foreign-funded enterprises may deal with the following business upon approval:

For the foreign-funded commercial enterprises that undertake retailing business:

(1)

Retailing;

(2)

Importing of self-managed goods;

(3)

Purchasing domestic products for export; and

(4)

Other relevant businesses. And

For the foreign-funded commercial enterprises that undertake wholesaling business:

(1)

Wholesaling;

(2)

Commission agency (excluding auction);

(3)

Importing and exporting of goods; and

(4)

Other relevant businesses.

A foreign-funded commercial enterprise may authorize others to open stores by franchising.

A foreign-funded commercial enterprise may, upon approval, undertake one kind or several kinds of sales businesses. The kinds of goods
it manages shall be specified in the contents regarding business scope as prescribed in the contract or articles of association.

Article 10

The following procedures shall be followed when a foreign-funded commercial enterprise is to be established or opens up stores:

One-off application and approval of the start-up, feasibility study report and establishment of foreign-funded commercial enterprises.

Except the provisions in items (3) and (4) of Article one of the present Article, the investors of the foreign-funded commercial enterprises
to be established and the established foreign-funded commercial enterprises that apply for opening up stores shall submit respectively
the application documents as prescribed in Article 12 and Article 13 to the competent commerce department at the provincial level
where the foreign-funded commercial enterprise makes registration. The said competent commerce department at the provincial level
shall, after making preliminary examination on the documents submitted, report to the Ministry of Commerce within one month after
the date of receiving all the application documents. The Ministry of Commerce shall make decision on whether to approve the application
within three months after the date of receiving all the application documents. If it approves the establishment, the Certificate
of Approval for Foreign-funded Enterprises shall be issued; otherwise, the reasons thereof shall be explained.

The Ministry of Commerce may authorize the competent commerce departments at the provincial level to examine and approve the foregoing
applications in accordance with the present Measures.

Where a foreign-funded commercial enterprise which undertakes the retail business opens up stores within the administrative region
at the provincial level of its locality, and meets the following conditions and its business scope does not relate the sale of television,
telephone, mail order, internet, or automats, and the goods as enumerated in Articles 17 and 18 of the present Measures, the said
competent commerce department of the province shall examine and approve it within the purview of examination and approval and report
it to and put it on records at the Ministry of Commerce.

(1)

The business area of a single store does not exceed 3,000 square meters, and the number of stores is no more than three, and the total
number of the similar stores established by foreign investors of the stores within China through the foreign-funded commercial enterprises
they have established is no more than thirty; and

(2)

The business area of a single store does not exceed 300 square meters, and the number of stores is no more than thirty, the total
number of similar stores opened in China by foreign investors of these stores through the oreign-funded commercial enterprises they
have established is no more than three hundred. And

Where the owners of the trademark or business name of a sino-foreign equity joint venture or cooperative commercial enterprise are
Chinese-funded enterprises or Chinese natural persons, and the Chinese investors have the controlling shares in the foreign-funded
commercial enterprise, and the business scope of the foreign-funded commercial enterprise does not relate the goods as enumerated
in Articles 17 and 18 of the present Measures, its applications for establishment and opening stores shall be examined and approved
by the competent commerce department at the provincial level where the enterprise is located. If a store is opened in a different
province, the opinions of the competent commerce department at the level of the province where the store is to be located shall also
be consulted.

The competent commerce department at the provincial level shall not transfer the power for examination and approval as prescribed
in items (3) and (4) of paragraph 1 of the present Article by itself to a lower level without the authorization of the Ministry of
Commerce.

Article 11

The investors shall, within one month after receiving the certificate of approval, go through the registration formalities at the
administrative department of industry and commerce together with the Certificate of Approval for Foreign-funded Enterprises.

Article 12

The following documents shall be submitted when applying for establishing a foreign-funded commercial enterprise:

Application letter;

Feasibility study report signed by all the investors together;

Contract, articles of association (for a foreign-funded commercial enterprise, only the articles of association should be submitted)
and the attachment;

Bank credit certificates of all investors, registration certificate (photocopy), certificate of the legal representative (photocopy),
if the foreign investor is an individual, his/her identity certificate shall be provided;

The audit report of all investors in the recent year, which is audited by accountant firms;

The evaluation report on state-owned assets invested into the sino-foreign equity joint venture or contractual joint venture commercial
enterprises by Chinese investors;

Catalogues of import and export goods of the planned foreign-funded commercial enterprise;

Name list of the members of the board of directors of the planned foreign-funded commercial enterprise and the power of attorney for
directors of each investor;

Notice of pre-approval of the enterprise name as issued by the administrative department of industry and commerce;

10.

The certificate documents (photocopy) of the usufruct of the land used for the planned store and (or) house lease agreement (photocopy),
except when the business area of the store to be opened is less than 3,000 square meters; and

11.

The documents of statement in conformity with the requirements for city development and urban commercial development as issued by
the competent commerce department of the government at the locality of the store.

In case the documents are signed by a person who is not the legal representative, the power of attorney of the legal representative
shall be showed.

Article 13

Where an already established foreign-funded commercial enterprise applies for opening a store, it shall submit the following documents:

Application letter;

The revised contract or articles of association shall be submitted in case the amendments to the contract or articles of association
are involved;

Feasibility study report on opening the store;

Resolutions of the board of directors on opening the store;

The audit report of the enterprise in the recent one year;

The capital verification report of the enterprise (photocopy);

Registration certificate (photocopy) of all the investors, and the certificate of the legal representative (photocopy);

Certificate documents of the usufruct of the land that is used for the store to be opened and (or) house lease agreement (photocopy),
except when the business area of the store opened is less than 3,000 square meters; and

The documents of statement in conformity with the requirements for city development and the commercial development of the city as
issued by the government where the planned store is located.

In the case that the document is signed by someone who is not the legal person, the power of attorney of the legal representative
shall be issued.

Article 14

The license contract for use of a trademark or a business name, technology transfer contract, management contract and service contract
signed by a foreign-funded commercial enterprise, and other legal documents shall be submitted as the attachment of the contract
(for a foreign-funded commercial enterprises, it shall be deemed as the attachment of the articles of association).

Article 15

Foreign-funded commercial enterprises shall, when opening up a store, obtain the land for commercial use by way of public invitation
of bidding, auction or listing in accordance with the provisions of the relevant laws and administrative regulations of the state
on land management.

Article 16

Where a foreign-funded commercial enterprise deals with goods on which the state has special provisions or import and export goods
involving quota or license administration, it shall go through the formalities in accordance with the relevant state provisions.

Article 17

Foreign-funded commercial enterprises shall, when managing the following goods, conform to the following prescriptions in addition
to the provisions of the present Measures:

Where a foreign-funded commercial enterprise manages books, newspapers or periodicals, it shall accord with the Measures for the Administration
of Foreign-funded Distribution Enterprises of Books, Newspapers, or Periodicals;

Where a foreign-funded commercial enterprise manages gas station and undertakes retail of refined oil, it shall have stable channel
of supply of refined oil, conform to the construction plan of the local oil station, with the business establishments thereof corresponding
with the state standards and the provisions on computation and checking procedures, and meet the requirements for fire control and
environmental protection, etc. The specific implementation measures shall be formulated by the Ministry of Commerce separately.

Where a foreign-funded commercial enterprise manages drugs, it shall conform to the relevant standards for the administration of drug
sale. The specific implementation measures shall be formulated by the Ministry of Commerce separately.

Where a foreign-funded commercial enterprise manages automobiles, it shall manage within the approved business scope. The specific
implementation measures shall be formulated by the Ministry of Commerce separately.

Except the specific provisions in Article 18 of the present Measures and the present Article, if foreign investors establish commercial
enterprises of farm products and by-products, and agricultural production materials, they shall not be restricted in region, proportion
of share, and the amount of investment.

No wholesaling foreign-funded commercial enterprises may manage drugs, pesticides and agricultural films before December 11, 2004,
nor shall they manage fertilizers, refined oil and crude oil before February 11, 2006.

No retailing foreign-funded enterprises may manage drugs, pesticides, agricultural films and refined oil before December 11, 2004,
nor shall they manage fertilizers before December 11, 2006.

No wholesaling foreign-funded commercial enterprises may manage salt or tobacco, and no retailing foreign-funded commercial enterprises
may manage tobacco.

Article 18

Under the circumstance that the same foreign investor opens more than thirty stores accumulatively in China, if the goods it manages
include books, newspapers, magazines, automobiles (this restriction shall be cancelled from December 11, 2006), drugs, pesticides,
agricultural films, fertilizers, refined oils, food, vegetable oil, sugar, cotton, and etc., which are of different brands and come
from different suppliers, the proportion of capital contribution of the foreign investors shall not exceed 49%.

Article 19

Where a foreign-funded commercial enterprise authorizes others to open up stores by way of franchising, it shall, in addition to observing
the provisions of the present Measures, observe the special provisions of the state on franchising, if any.

Article 20

Where a foreign-funded commercial enterprise manages auction business, it shall accord with the Auction Law, Laws on Cultural Relics,
and other relevant laws, and shall be examined and approved by the Ministry of Commerce. The specific implementation measures shall
be formulated separately.

Article 21

Establishment of foreign-funded commercial enterprises shall be allowed from December 11, 2004.

Article 22

The regions where a foreign-funded retail commercial enterprise and its stores are to be established shall be restricted to the provincial
capital cities, metropolis of autonomous regions, municipalities directly under the Central Government, cities directly under state
planning, and special economic zones before December 11, 2004, and the regional restrictions shall be cancelled at December 11, 2004.

Regional restrictions on foreign-funded wholesaling commercial enterprises shall be cancelled at the date of implementation of the
present Measures.

Article 23

Where an foreign-funded commercial enterprise invests in commercial fields within the territory of China, it shall accord with the
Interim Provisions on Investment of Foreign-funded Enterprises in China, and refer to the present Measures.

Article 24

Foreign-funded enterprises undertaking the business activities as enumerated in Article 3 of the present Measures other than foreign-funded
commercial enterprises, shall conform to the provisions of the present Measures, and alter by law the business scope accordingly.

Article 25

Investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and from Taiwan region, who invest to
establish commercial enterprises in other provinces, autonomous regions, and municipalities directly under the Central Government,
shall refer to the present Measures except for the following prescriptions:

Commercial service providers of Hong Kong and Macao may establish foreign-funded commercial enterprises in the Mainland after January
1, 2004.

The regional scope of retail enterprises established in the Mainland by Hong Kong and Macao commercial service providers shall be
extended to cities at the prefecture level, and the cities at the county level in Guangdong province.

Commercial service providers of Hong Kong and Macao may apply after January 1, 2004 to establish commercial enterprises that undertake
automobile retail business according to the relevant articles of the present Measures, but their average sales volume per annum in
the past three years before application shall be no less than one hundred million dollars; and the amount of capital in the previous
year before application shall be no less than ten million dollars; the minimum registered capital of an automobile retailing enterprise,
which is established in the Mainland shall be RMB ten million Yuan, and the minimum registered capital of an automobile retailing
enterprise, which is established in the middle and western districts shall be RMB six million Yuan.

Chinese citizens among the Hong Kong and Macao permanent residents are allowed to establish individual business according to relevant
laws, regulations and rules to undertake commercial retail activities (excluding franchising), the business areas thereof shall not
exceed 300 square meters. And

The Hong Kong/Macao commercial service providers as mentioned in this Article shall correspond with the definitions of and the relevant
requirements for “service providers” as prescribed in the “Mainland/Hong Kong Closer Economic Partnership Arrangements” and the “Mainland/Macao
Closer Economic Partnership Arrangements”.

Article 26

Foreign-funded commercial enterprises shall be encouraged to take part in the relevant trade associations so as to strengthen self-discipline
of the enterprises.

Article 27

The power to interpret the present Measures shall remain with the Ministry of Commerce.

Article 28

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

Article 29

The Measures for Trial Implementation of the Foreign-funded Commercial Enterprises as promulgated jointly by the former State Economic
and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation shall be repealed as of the date of the implementation
of the present Measures.

The Ministry of Commerce
2004-04-16

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT TAX ISSUES CONCERNING THE PILOT JOINT DEVELOPMENT OF BONDED AREAS AND PORT ZONES

State Administration of Taxation

Circular of the State Administration of Taxation on Relevant Tax Issues Concerning the Pilot Joint Development of Bonded Areas and
Port Zones

Guo Shui Fa [2004] No.117

To State tax bureaus of various provinces, autonomous regions, municipalities directly under the Central Government and cities specifically
designated in the state plan:

In accordance with the Official Reply of the General Office of the State Council on Approving the Pilot Joint Development of Shanghai
Waigaoqiao Bonded Area and Port Zone (Guo Shui Han2003No.81), it is approved to carry out pilot joint development of Shanghai
Waigaoqiao bonded area and port zone, and, in Waigaoqiao port zone with enclosed fence, to allocate a piece of land covering an
area of 1.03 square meters as logistics zone of Waigaoqiao bonded area (hereinafter referred to as the “bonded logistics zone”).
Related tax policies to be implemented in such bonded logistics zone are hereby released as follows:

A bonded logistics zone is a particular area which is approved by the State Council and administered by the Customs in a closed way.

Goods transported into the bonded logistics zone by enterprises outside the zone (hereinafter referred to as enterprises outside the
bonded logistics zone) shall be regarded as exported goods. Such enterprises shall, upon presentation of goods declaration for exportation
(special for export tax refund) issued by the Customs in conjunction with other required certificates, apply to the competent tax
authority for tax refund (exemption). Enterprises outside the bonded logistics zone as used in these Measures shall refer to enterprises
authorized with the right to import or export (including industry and trade companies engaged in foreign business, foreign-funded
enterprises and productive enterprises with the right to import or export)and productive enterprises which have no right to import
or export but entrust other enterprises with such right to make export declaration.

After receiving the application filed by enterprises outside the bonded logistics zone for tax refund (exemption), the competent tax
authority shall conduct examination and verification in strict compliance with the Circular of the State Administration of Taxation
on Printing and Issuing the Interim Measures on Taxation Administration of Export Processing Zones (Guo Shui Fa2000No.155), the
Circular of the State Administration of Taxation on Tax Refund for Water, Electricity and Gas Consumed in Export Processing Zones
(Guo Shui Fa2002No.116), the Official Reply of the State Administration of Taxation on Tax Refund for Exportation of Goods and
Materials for Capital Construction in Wuhu Export Processing Zone(Guo Shui Han2004No.805)and other pertinent documents, and shall
process the tax refund application after no incompliance and incorrectness has been found in such examination and verification.

With regard to the sales, export and consigned processing of goods by enterprises located in the bonded logistics zone, tax policies
applicable to such enterprises as well as tax administration shall be carried out by applying mutatis mutandis Document Guo Shui
Fa2000No.155.

This Circular shall come into effect as of the date when the bonded logistics zone is checked and accepted by the General Administration
of Customs, the State Administration of Taxation and other pertinent departments and is operated in a closed way by the customs.

State Administration of Taxation

September 13, 2004

State Administration of Taxation
2004-09-13

THE CIRCULAR OF THE GENERAL OFFICE OF THE CBRC ON RELEVANT MATTERS CONCERNING STANDARDIZING THE OPERATION AND ADMINISTRATION OF THE SECURITIES BUSINESS OF TRUST AND INVESTMENT COMPANIES

China Banking Regulatory Commission

The Circular of the General Office of the CBRC on Relevant Matters concerning Standardizing the Operation and Administration of the
Securities Business of Trust and Investment Companies

November 16, 2004

With a view to standardizing securities business of trust and investment companies, earnestly handling well the work of risk prevention,
and carrying out further the Circular on Relevant Matters of Trust and Investment Companies in Opening Trust Special Securities Account
and Trust Special Capital Account (Yin Jian Fa [2004] No.61), the relevant matters concerning the securities business of trust and
investment companies are notified as follows:

Where the trust and investment company uses the trust capital to engage in securities investment, it shall conform strictly to the
provisions of Trust Law of the People’s Republic of China, Regulations on Trust and Investment Companies, Interim Measures for the
Administration of Capital Trust of Trust and Investment Companies, shall manage the trust capital and its inherent capital separately
and keep separate accounts, and shall manage the trust capital of different trustors separately and keep separate accounts. And pursuant
to the Circular on Relevant Matters concerning Open and Use of RMB Bank Settlement Accounts of Trust and Investment Companies (Yin
Fa [2003] No.232) and the Circular on Relevant Matters concerning Opening Special Securities Account for Trust and Special Capital
Account for Trust of Trust and Investment Companies (Yin Jian Fa [2004] No. 61), special property account of trust capital shall
be opened in a commercial bank, special securities account for trust thereof shall be opened in Shanghai branch or Shenzhen branch
of China Securities Depository &Clearing Corporation Limited and the special capital account for trust thereof shall be opened in
those securities companies as approved by China Securities Regulatory Commission.

Where the trustor stipulates the trust and investment company to manage and use independently the trust capital, the trust and investment
company shall open separate account for the trust capital pursuant to the principle of one account for one trust document. Where
the trustor stipulates the trust and investment company to use trust capital under a certain collective trust plan, the trust and
investment company shall open separate account for the trust capital in accordance with the principle of one account for one trust
program.

The trust and investment company shall disclose matters of opening special account to the trustor and beneficiary in time, and submit
a report on matters of opening trust special securities account and trust special capital account to banking regulatory authorities
responsible for the direct supervision and administration. As to failure to open the special account in former securities business
for being overdue, the reason and main contents of the thereof shall be reported.

The trust and investment company shall establish and improve the company governance and internal control mechanism, strengthen the
independence and effectiveness of internal auditing department, take practical measures to prevent the controlling shareholders and
actual controlling persons from intervening, promote the management of securities investment business staff, and form a scientific
decision mechanism and long-term effective mechanism of securities investments.

Where the trust and investment company uses its inherent capital or trust capital to engage in securities investments, it shall follow
the principle of portfolios of investments and decentralization of risks, and must formulate in advance the investment proportion
and strategy and establish the risk stop-loss point in accordance with the provisions of Circular on Further Strengthening the Supervision
and Administration of Trust and Investment Companies (Yin Jian Fa [2004] No.46) etc.

Where the trust and investment company uses its self-owned capital to engage in securities investments, the sum of total balance of
market value per day from the investments to stocks, corporate bonds and securities investment funds shall not exceed 50 percent
of their net assets (including 50%).

Banking regulatory authorities at all levels shall strengthen the supervision and administration of the securities business of trust
and investment companies within the areas under their respective jurisdictions. Where the trust and investment company, in engaging
in securities business, fails to comply with this Circular and the relevant administrative regulations, it shall be ordered to make
rectification, and limited to start new securities business; Where there are serious circumstances, its securities investment business
shall be suspended.

Trust and investment companies shall conform strictly to the provisions of the relevant laws, regulations and this Circular in new
securities investment business after the issuance of this Circular.

Where the trust and investment company fails to conform to the provisions of this Circular in securities investment business engaged
before the issuance of this Circular, it shall be normalized earnestly before December 31, 2004.

This Circular shall enter into force as of the date of Promulgation. All banking regulatory bureaus shall report in good time to China
Banking Regulatory Commission where problems arise in the execution.

China Banking Regulatory Commission
2004-11-16

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE ADMINISTRATION OF TAXATION FOR CONTRACTED PROJECTS UNDERTAKEN BY FOREIGN ENTERPRISES

Circular of the State Administration of Taxation on Strengthening the Administration of Taxation for Contracted Projects Undertaken
by Foreign Enterprises

Guo Shui Fa [2006] No. 83

State and Local Taxation bureaus in all provinces, autonomous regions, municipalities directly under the Central Government and cities
separately designated in the state plan:

In accordance with the arrangements and requirements of the national work meeting on the administration of international (foreign-related)
taxation of the State Administration of Taxation, and in view of the current weak foundation of the administration of taxation of
foreign enterprises, especially issues such as tax dodges related to contracted construction projects undertaken by foreign enterprises,
the measures and requirements concerning the strengthening of administration of taxation are herby notified as follows:

Further strengthening the administration of taxation for contracted projects undertaken by foreign enterprises, enhancing responsibilities
and plugging up loopholes.

At present, the projects for which foreign enterprises come to China to contract are ever increasing and besides, foreign enterprises
are getting more and more opportunities to take part in major state construction projects, including the construction of gymnasiums
and stadiums for the Olympic Games and the World Exposition as well as the constructions of traffic and energy sources.

In order to strengthen the administration of taxation for contracted projects undertaken by foreign enterprises, the State Administration
of Taxation requires local tax departments to particularly grasp the basic work of the source of tax information by combining with
the actual local situation on the basis of fully strengthening the administration of taxation on foreign enterprises. State and local
tax departments at all levels shall tightly cooperate and coordinate with each other, actively connect with local governments and
fund settlement departments, such as commercial departments, development and reform commissions (bureaus), construction commissions,
industrial and commercial circles, the Customs, trade associations and banks, thus learning the trend of tax source as soon as possible,
perfecting internal process, clarifying liabilities and division of labor, strictly ascertaining responsibilities, and putting an
end to the phenomena of failing to levy or manage. All tax departments shall heighten and ascertain the withholding responsibilities
by steps with plans, and work hard to make the administration level of taxation for contracted construction projects undertaken by
foreign enterprises mount a new step within this year.

Intensifying the publicity of the enforcement of foreign enterprise taxation policies and agreements.

All levels of tax authorities shall, in full use of all means of publicity, carry out wide publicity about the foreign enterprise
taxation policies and relevant enforcement provisions of taxation agreements to taxpayers and withholding agents, who must know their
obligations and liabilities. The tax departments shall persevere unremittingly, pay special attention to typical cases and fan out
from a point to an area. As for those serious illegal cases, tax departments shall make decisions of punishment in accordance with
the law and lay bare the selected cases upon approval by the State Administration of Taxation. Where the tax personnel commit dereliction
of duty of management and bring about significant loss to the state taxation, they shall be investigated in accordance with relevant
provisions of the Tax Collection and Administration Law of the People’s Republic of China.

After receiving the present Circular, all levels of tax departments shall, in accordance with the above mentioned requirements and
in due time, make arrangements and carry them out as soon as possible. Any problem or difficulty encountered in the course of implementation
shall be reported to the State Administration of Taxation on a timely basis. Results of implementation shall be reported to the State
Administration of Taxation (International Department) in a written form before the end of November, 2006.

State Administration of Taxation

June 8, 2006

State Administration of Taxation
2006-06-08

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CIRCULAR ON RELEVANT ISSUES IN IMPLEMENTING THE CATALOGUE PROHIBITED FOR PROCESSING TRADE

INTERIM MEASURES FOR THE ADMINISTRATION OF WITHHOLDING AND DECLARATION OF INDIVIDUAL INCOME LAW FOR ALL TAXPAYERS AND IN FULL...

AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF FINLAND ON THE ENCOURAGEMENT AND RECIPROCAL PROTECTION OF INVESTMENTS

CIRCULAR OF CHINA INSURANCE REGULATORY COMMISSION CONCERNING RELEVANT ISSUES ON SETTLEMENT AND PAYMENT OF INSURANCE PROTECTION FUND

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON APPROVING THE INTERNATIONAL CONVENTION ON THE PREVENTION OF MARINE POLLUTION BY DUMPING OF WASTES AND OTHER MATTER, 1996 PROTOCOL

CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING THE COLLECTION OF ENTERPRISE INCOME TAX ON THE INCREASED VALUE DUE TO ASSETS ASSESSMENT DURING THE RESTRUCTURING OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED

CIRCULAR OF THE GENERAL OFFICE OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE WORK ARRANGEMENT OF SPOT CHECKS FOR ACCEPTANCE OF SPECIAL LAW ENFORCEMENT INSPECTION OF THE REGISTRATION AND ADMINISTRATION OF FOREIGN INVESTMENT

NOTICE OF THE STATE ADMINISTRATION OF TAXATION ON THE ISSUES CONCERNING FURTHER STRENGTHENING THE ADMINISTRATION ON THE COLLECTION OF STAMP TAX

MEASURES FOR THE ADMINISTRATION ON FOREIGN INVESTMENT IN COMMERCIAL FIELDS

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT TAX ISSUES CONCERNING THE PILOT JOINT DEVELOPMENT OF BONDED AREAS AND PORT ZONES

THE CIRCULAR OF THE GENERAL OFFICE OF THE CBRC ON RELEVANT MATTERS CONCERNING STANDARDIZING THE OPERATION AND ADMINISTRATION OF THE SECURITIES BUSINESS OF TRUST AND INVESTMENT COMPANIES

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE ADMINISTRATION OF TAXATION FOR CONTRACTED PROJECTS UNDERTAKEN BY FOREIGN ENTERPRISES

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