CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON READJUSTING THE EXPORT REBATES RATE FOR SUCH PRODUCTS AS COAL TAR ETC.

Ministry of Finance, State Administration of Taxation

Circular of the Ministry of Finance and the State Administration of Taxation on Readjusting the Export Rebates Rate for such Products
as Coal Tar etc.

Cai Shui [2005] No.184

December 23, 2005

Departments (Bureaus) of Finance, Bureaus of State Taxes in all provinces, autonomous regions, and municipalities directly under the
Central Government, and cities specially designated in the state plan, and Bureau of Finance of the Xinjiang Production and Construction
Corps:

With the approval from the State Council, the export rebates rate for these products as follows shall be readjusted as of the date
of January 1, 2006:

Export rebates policy for coal tar, peltry, wet blue hides, wet leather and dry leather shall be abolished. Please see Annex I for
details.

II.

The export rebates rate for the 25 kinds of pesticides, disperse dye, mercury, tungsten, zinc, tin, antimony and their products, magnesium
metal and its primary products, disodium sulphate and paraffin wax as listed in the Rotterdam Convention on the Prior Informed Consent
Procedure for Certain Hazardous Chemicals and Pesticides in International Trade (PIC Convention), and the Stockholm Convention on
Persistent Organic Pollutants (POPS Convention) shall be readjusted to 5%. Please see Annex II for details.

This circular is hereby given.

Annexes:

Catalogue for Export-rebates-abolished Commodities

Catalogue for Commodities with a Readjusted Export Rebates Rate of 5% htm/e04659.htmNew Page 1

Annex I.

Catalogue for Export-Rebates-Abolished Commodities

Serial Number	Tariff Heading	Name of Commodity
1	2706	Tar and other mineral tar distilled from coal, lignite or peat, whether or not dehydrated or partly distilled, including refined tar
2	4101 4102 4103	Peltry subject to the antecedent tariff heading
3	4104 4105 4106	Leather subject to the antecedent tariff heading
4	4301	Raw fur

Annex II.

Catalogue for Commodities with a Readjusted Export Rebates Rate of 5%

Serial Number	Tariff Heading	Name of Commodity
1	28331100	Disodium sulphate
2	27122000 27101994	Paraffin wax
3	32041100	Disperse dyes and its essential
4	28054000	Mercury
5	81041100 81041900 81042000 81043000	Magnesium metal subject to the antecedent tariff heading
6	28418010 28418040 28259012 28259019.10 28259011 28418020 28418030 28499020 81011000.11 81011000.19 81011000.90 81019400 28259019.90	Tungsten and tungsten products subject to the antecedent tariff heading
7	80011000.10 80011000.90 80012020 80012010 80012090 80030000 80040000 80060000 80020000	All tins, tin products and waste tin particles subject to the antecedent tariff heading
8	79011100 79011200 79012000 79020000	Zinc, zinc alloy and waste zinc particles subject to the antecedent tariff heading
9	81101010 81101020 81109000 28258000 81102000	Antimony, antimony products and waste antimony particles subject to the antecedent tariff heading
		Pesticide
10	2918900010	2,4,5-Trichlorophenoxyacetic acid
11	2903590010	Aldrin , Heptachlor and Chlordane
12	2930909029	captafol and methamidophos
13	2918199020	Acaraben
14	2910900010	Dieldrin and endrin
15	2908909010	Dinitro-ortho-cresol (DNOC) and its salts
16	2903309020	Dibromoethane
17	2924199020	Fluoroacetamide subject to the antecedent tariff heading
18	2903510010 29035100101 29035100102	Lindane
19	2903510090	1,2,3,4,5,6-HCH
20	29036200	Hexachlorobenzene and DDT
21	2921430030	Chlordimeform
22	2924199010	Monocrotophos and Phosphamidon
23	2920100010	Methyl-parathion and Parathion
24	2908109010	Pentachlorophenol
25	2903590020	Camphechlor
26	2903590030	Dodecachloropentacyclo
27	2931000012	Chloroethane Benzene subject to the antecedent tariff heading
28	28429000	Mercury Arsenide and Mercury Rhodanate subject to the antecedent tariff heading
29	2851009090	Mercury Arsenide subject to the antecedent tariff heading
30	28342990	Mercuric Nitrate, Mercurous Nitrate and Mercuric Sulphate subject to the antecedent tariff heading
31	2826190090	Mercuric fluoride subject to the antecedent tariff heading
32	28121049	Mercuric chloride subject to the antecedent tariff heading
33	2812900090	Mercuric Iodide subject to the antecedent tariff heading
34	2931000029	Mercuric acetate and other organic mercury subject to the antecedent tariff heading
35	28380000	Mercuric thiocyanate, potassium mercuric thiocyanate and ammonium mercuric thiocyanate subject to the antecedent tariff heading
36	28274900	Mercury amide chloride and Mercurate-tetrachloro-dipotassium subject to the antecedent tariff heading
37	28275900	Mercuric bromide and mercuric iodide subject to the antecedent tariff heading
38	28259090	Mercuric oxide and mercurous oxide subject to the antecedent tariff heading

CIRCULAR OF THE GENERAL OFFICE OF THE STATE COUNCIL ON DOING WELL RELATED WORKS OF CARRYING OUT AND IMPLEMENTING THE AMENDED COMPANY LAW AND SECURITIES LAW

General Office of the State Council

Circular of the General Office of the State Council on Doing Well Related Works of Carrying out and Implementing the Amended Company
Law and Securities Law

Guo Ban Fa [2005] No.62

People’s Governments in all provinces, autonomous regions, and municipalities directly under the Central Government, ministries and
commissions of the State Council, and organs directly under the State Council:

The amended Company Law of the People’s Republic of China and Securities Law of the People’s Republic of China has been adopted at
the 18th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on October 27,
2005, and will enter into force as of the date of January 1, 2006. The Company Law and Securities Law are important laws in building
and improving the socialist market economy system, and also fundamental laws in regulating the running of the capital market. In
order to guarantee the smooth implementation of these two Laws and with the approval from the State Council, this circular is hereby
formulated on relevant issues as follows:

It is imperative to fully understand the significance of implementing the amended Company Law and Securities Law. Based on the summarization
of the practices in recent years and in accordance with the change and operation rules in China’s current economic life, the amended
Company Law and Securities Law make relatively big readjustments, supplements and revisions on the former legal regimes for company
and securities, and conduct improvements and innovations on relevant regimes. Accommodating the objective requirements of the reality,
the amendment of these two laws is beneficial for the deepening of the economic system reform and the promotion of economic development,
and for the improvement of the socialist market economy system. A good implementation of these two amended Laws will play important
roles in the fostering of mature and perfect market subjects, in the regulation and promotion of the development of companies, in
the protection of lawful rights and interests of companies, shareholders, creditors, employees etc., in the enhancement of the quality
of the listed companies, and in the promotion of the stable and healthy development of the capital market. People’s Governments at
all levels in all places and relevant authorities of the State Council shall fully understand the significance of implementing the
amended Company Law and Securities Law and do well relevant works.

II.

It is imperative to deeply carry out the works of study and publicity, and strengthen the training of affairs. The amended Company
Law and Securities Law make relatively complete revisions on the registered capital system of the company, the management structure
of the company, the protection of the rights of the shareholders, the financial and accounting system, the merger and divide system
etc., adding up provisions on such fields as the negation of juristic personality, the norms on the association relations, the cumulative
voting, the independent director etc. The amended Securities Law strengthens the internal control system of the securities company,
consolidates the regulatory power of the securities supervisory and managerial authorities, improves the legal responsibilities for
activities in violation of securities laws and regulations, adds up such new mechanisms as the securities issuing and listing recommendation,
the protective funds for securities investors, the pre-disclosure of securities issuing and transactions etc., so as to create conditions
for the stable advance of diversified operation in the financial industry, for the creation of securities derivatives, for the advance
of futures trading of securities, for the widening of channels for capital’s entering into the market as stipulated, and for the
gradual carrying-out of securities financing etc. These innovations in the system need wide and deep studies and publicities so that
the whole society can understand and master them. The Legislative Affairs Office shall, in cooperation with other authorities, formulate
concrete programs for study and publicity, and strengthen, by means of organizing various kinds of lectures and symposiums etc.,
the training of relevant personnel so as to change the functions and working styles of the governments to administering according
to law. The press and media shall conduct publicities on the backgrounds, the main contents, and the significance of implementation
of the amended Company Law and Securities Law and on the various authorities’ effective measures for carrying out and implementing
these two Laws so as to make positive guidance on the hotspot issues in the society.

III.

It is imperative to earnestly do well the linkage of relevant works before and after the amendment of the Company Law and Securities
Law. The amendment of these two Laws concerns the readjustment of relevant managerial systems and of duties among authorities, and
the linkage work shall be well done so as to prevent the disjointing of relevant managerial works.

First, the work of company registration and record shall be timely readjusted. In accordance with the amended Company Law and Securities
Law, the establishment of incorporated companies needs no longer the approvals from the authorities authorized by the State Council
or the provincial people’s governments, while in case that the public distribution of shares is concerned, the approval from the
China Securities Regulatory Commission is required. And the State Administration for Industry and Commerce shall, targeting on the
aforesaid changes, revise the provisions for company registration and record and strengthen the administration of registration and
record.

Second, the administration on the distribution of securities shall be strict. In accordance with the provision in the amended Securities
Law that public distribution of securities shall all and singular need the examination and approval from the securities regulatory
authorities of the State Council or the authorities authorized by the State Council, the China Securities Regulatory Commission and
the authorities authorized by the State Council shall, targeting on the present actual situations, accelerate the study and making
of relevant provisions, specify the conditions and procedures for examination and approval, and establish relevant systems on the
registration, custody and settlement of securities. And the rush for overissuing securities shall be prevented before the promulgation
of relevant match-up provisions. The China Securities Regulatory Commission shall temporarily deny other applications for the public
distribution of securities except the existing ones, and the authorities for industry and commerce at all levels shall also deny
the related applications for registration and record. With regard to those who illegally purchase and sell the illegally-distributed
securities or who provide services of transaction through agent, transfer, and custody etc. to the illegally-distributed securities,
such authorities as the China Securities Regulatory Commission, the Ministry of Public Security, the State Administration for Industry
and Commerce etc. shall, in cooperation with the local people’s governments, investigate and prosecute them according to law.

Third, the administration on securities exchange shall be strengthened. In accordance with the amended Securities Law, the publicly
issued securities according to law may be transferred at other stock exchanges approved by the State Council besides being listed
for transactions at the Shanghai Stock Exchange and Shenzhen Stock Exchange. In light of the previous experiences and lessons, the
advance of the building of multilevel capital markets shall be promoted under the unified leadership of the State Council in an organized
and gradual way. Without the approval from the State Council, the local people’s governments at all levels and relevant authorities
of the State Councils shall not establish stock exchanges or provide the service of securities transfer utilizing the existing transaction
platforms. The China Securities Regulatory Commission shall, in cooperation with relevant authorities of the State Council, accelerate
the studies on the programs for building a multilevel capital market system, and submit them to State Council for implementation
after approval.

IV.

The organizational leadership for the implementation work shall be strengthened, and relevant administrative laws and regulations
shall be timely formulated or cleared. The local people’s governments at all levels and relevant authorities of the State Council
shall strengthen their organizational leadership for the implementation work, enforce strictly the provisions in the amended Company
Law and Securities Law, do well works of their own and enhance the coordination and cooperation among them. The China Securities
Regulatory Commission shall enhance its cooperation with relevant authorities of the State Council, carry out its law-enforcing powers
and measures entrusted by the law, strengthen supervision and administration on the capital markets together with relevant authorities,
and adopt effective measures to prevent and reduce market risks so as to construct a good environment for the development of capital
markets. The State-owned Assets Supervision and Administration Commission of the State Council and other authorities in charge of
the supervision and administration of the state-owned assets shall, in accordance with the provisions in the amended Company Law,
further improve the management structures of the wholly state-owned companies and the state-owned holding companies and actively
advance the shareholding reform of the state-owned enterprises.

Relevant authorities of the State Council shall, in accordance with the amended Company Law and Securities Law, accelerate the drafting
of administrative laws and regulations concerning the supervision and administration of the listed companies, securities companies
and the financial holding companies, and the risk treatment of the securities companies, and submit them to the State Council for
examination and deliberation as soon as possible; and they shall advance relevant programs for the securities credit exchange system
in a proper time, so as to create conditions for the capital’s entering into the market as stipulated. The Legislative Affaires Office
shall organize relevant authorities to conduct special screening of the existing administrative regulations and rules related to
the Company Law and Securities Law, and the administrative regulations and rules, if conflicting with the amended Company Law and
Securities Law, shall be revised or cancelled. The State Administration for Industry and Commerce and other relevant authorities
shall accelerate the revision on the Administrative Regulation of the People’s Republic of China on the Registration of Companies
and other administrative regulations and rules, and conduct a comprehensive clearance of the administrative regulations and rules
related to the registration of companies. The Ministry of Finance shall further revise and improve the financial system of the enterprises
and the national accounting system. The National Development and Reform Commission shall, in cooperation with the People’s Bank of
China, the China Securities Regulatory Commission and other authorities, study and improve the legal system concerning the enterprise
bond. The Legislative Affaires Office, the Ministry of Public Security, the State Administration for Industry and Commerce, the China
Securities Regulatory Commission and other authorities shall actively communicate with relevant authorities, and cooperate with them
in the relevant revisions or legislations and judicial interpretations on the provisions in the Criminal Code related to companies
and securities crimes, so as to readjust the provisions related to the prosecution against the economic crimes as soon as possible.
People’s governments in all provinces, autonomous regions, and municipalities under direct control of the Central Government shall
also improve relevant governmental regulations in accordance with the relevant provisions in the amended Company Law and Securities
Law.

All the authorities in all places, after receiving this Circular and in accordance with their actual circumstances, shall formulate
concrete measures and implement it earnestly. And the important issues and problems occurring in the process of implementation shall
be timely reported to the State Council.

The General Office of the State Council

December 23, 2005

General Office of the State Council
2005-12-23

CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION AND CHINA BANKING REGULATORY COMMISSION ON REGULATING THE EXTERNAL GUARANTIES PROVIDED BY LISTED COMPANIES

China Securities Regulatory Commission, China Banking Regulatory Commission

Circular of China Securities Regulatory Commission and China Banking Regulatory Commission on Regulating the External Guaranties Provided
by Listed Companies

Zheng Jian Fa [2005] No.120

Listed companies and financial institutions in the banking sector,

With a view to regulating the external guaranties provided by listed companies as well as the examination and approval of financial
institutions in the banking sector on the loans as guaranteed by listed companies and effectively preventing the risks arising from
the external guaranty of listed companies and the credit risks of financial institutions, and in accordance with the provisions of
such laws and regulations as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China,
the Law of the People’s Republic of China on Banking Regulation and Supervision, and the Guaranty Law of the People’s Republic of
China, relevant issues concerning the external guaranty as provided by listed companies are hereby notified as follows:

We should regulate the external guaranty as provided by listed companies and strictly control the risks arising therefrom.

(1)

Any guaranty as provided by a listed company shall be subject to the deliberation of the board of directors or the shareholders’ meeting;

(2)

The authority of the shareholders’ meeting or the board of directors regarding the examination and approval of an external guaranty
as well as the responsibility assuming system in the case of any violation of the said authority of examination and approval or the
procedures for examination and deliberation shall be stated in the articles of association of a listed company;

(3)

A external guaranty subject to the examination and approval of the shareholders’ meeting may not be submitted to the shareholders’
meeting for examination and approval until the board of directors has reviewed the external guaranty. A external guaranty that shall
be subject to the examination and approval of the shareholders’ meeting shall include but not be limited to the following circumstances:

Any guaranty as provided after the total amount of guaranties provided by a listed company and its controlling subsidiaries exceeds
50% of the net assets upon the latest auditing;

A guaranty as provided to a guaranteed party whose asset-liability ratio is higher than 70%;

A guaranty, the amount of which exceeds 10% of the net asset upon the latest auditing; and

A guaranty as provided to the shareholder, actual controller or the related party.

Where the shareholders’ meeting deliberates on a guaranty to be provided to a shareholder, or an actual controller or a related party,
the shareholder, actual controller or related associated party may not take part in the voting. A resolution on the external guaranty
shall be subject to approval of shareholders with half or more of the voting rights held by shareholders present at the meeting.

(4)

As to a external guaranty subject to the examination and approval of the board of directors, it shall be subject to approval of 2/3
of the directors present at the meeting of the board of directors upon deliberation, and a resolution shall be made thereafter;

(5)

A guaranty subject to the examination and approval of the board of directors or the shareholders’ meeting of a listed company shall
be timely disclosed in a newspaper for information disclosure as designated by China Securities Regulatory Commission. The content
as disclosed shall include the resolution of the board of directors or the shareholders’ meeting as well as the total amount of external
guaranty of a listed company and its controlling subsidiaries to other parties and the total amount of guaranties provided by the
listed company to its controlling subsidiaries until the day when the information is disclosed.

(6)

Where a listed company undertakes the provision of loan guaranty , it shall submit such materials as the articles of association,
the original of the resolution of the board of directors or the shareholders’ meeting with respect to the guaranty and the designated
newspaper, on which the relevant issues concerning the guaranty are published.

(7)

As to the guaranty provided by a controlling subsidiary of a listed company, the aforesaid provisions shall be referred to. The controlling
subsidiary shall timely inform the listed company of performing the information disclosure obligations after its board of directors
or its shareholders’ meeting makes the relevant resolution.

We should regulate the examination and approval of loan guaranties by financial institutions in the banking sector and effectively
prevent the credit risks arising from the loans guaranteed by listed companies and granted by financial institutions.

(1)

All the financial institutions in the banking sector shall, in strict compliance with such laws and regulations as the Guaranty Law
of the People’s Republic of China, the Company Law of the People’s Republic of China, and the Interpretation of the Supreme People’s
Court on Some Issues Concerning the Application of the Guaranty Law of the People’s Republic of China, reinforce the examination
of the application for loan as guaranteed by a listed company, effectively prevent the relevant credit risks and shall timely upload
the information on loans and guaranties into the credit management system.

(2)

All financial institutions in the banking sector shall, according to this Circular, the articles of association of the listed company
concerned as well as other relevant provisions, seriously examine the following matters:

Completeness and compliance with relevant laws and regulations of the application materials submitted by the listed company for the
loan it guarantees;

Performance of the listed company in respect of the procedures for the examination and approval of the board of directors or the shareholders’
meeting on its external guaranty;

Performance of information disclosure obligations of the listed company;

Guaranty capability of the listed company; and

Other matter concerning the accommodator’s creditworthiness and payment capability.

(3)

Financial institutions in the banking sector shall, according to such provisions as the Guidance for Commercial Banks on the Fulfillment
of Credit Authorization Work, improve the internal control system so as to control credit risks.

(4)

As to application for loans as guaranteed by a controlling subsidiary of a listed company, the above provisions shall be referred
to.

We should strengthen the supervision and coordination and intensify the responsibility prosecution for any rule-breaking provision
of external guaranty by listed companies.

(1)

The China Securities Regulatory Commission and branches thereof and the China Banking Regulatory Commission and the branches thereof
shall strengthen supervision and coordination, share information with each other, jointly establish a supervision and coordination
mechanism, jointly intensify the prosecution of the violation of an listed company by concealing information on guaranty or providing
a guaranty illegally or the violation of a financial institution in the banking sector by unlawfully granting a loan, and affix legal
liabilities to the parties concerned according to law.

(2)

A listed company or any senior manager thereof such as director, supervisor or manager which violates the provisions of this Circular,
shall be ordered to make rectification and correction by the China Securities Regulatory Commission, and shall be punished according
to law. If a suspected crime is involved in the case, it shall be transferred to the judicial organ.

(3)

Where a financial institution in the banking sector violates laws or regulations, the relevant institution and the parties concerned
shall be punished by the China Banking Regulatory Commission. If a suspected crime is in the case, they shall be subjected to legal
liabilities by means of transferring the case to the judicial organ.

Other Matters

(1)

All listed companies shall revise and improve their articles of association according to the aforesaid provisions. All financial institutions
in the banking sector shall incorporate the guaranty provided by the listed companies into the uniform credit granting system, and
shall, in strict accordance with the relevant provisions, carry out examination and approval as well as administration with respect
to guaranties.

(2)

The term “financial institutions in the banking sector” as mentioned in the present Circular shall be defined according to that as
used in the Law of the People’s Republic of China on Banking Regulation and Supervision. The term “external guaranty” as mentioned
herein shall mean the guaranty provided by a listed company to others, including the guaranty provided by a listed company to its
controlling subsidiary. The term “the total amount of the external guaranty of a listed company and its controlling subsidiaries”
as mentioned herein shall mean the sum of the total amount of guaranties provided by a listed company to other parties and the total
amount of guaranty provided by its controlling subsidiaries to other parties, including the guaranty provided by a listed company
to its controlling subsidiaries.

(3)

This Circular shall apply to all listed financial companies.

(4)

Where the Circular on the Relevant Issues concerning the Provision of Guaranty by Listed Companies to Other Parties( Zheng Jian Gong
Si Zi [2000] No. 61 ) and the Circular on Some Issues concerning the Fund Flow Between a Listed Company and its Associated Parties
as well as the Guaranties Provided by a Listed Company (Zheng Jian Fa [2000] No. 56 ) has any conflict with the provisions of this
Circular, this Circular shall prevail.

(5)

The present Circular shall go into effect as of January 1, 2006.

China Securities Regulatory Commission, China Banking Regulatory Commission
2005-12-23

MINISTRY OF COMMERCE ANNOUNCEMENT NO. 58, 2005 ON STARTING ANTI-DUMPING INVESTIGATION ON IMPORTED OCTANOL

Ministry of Commerce Announcement No. 58, 2005 on Starting Anti-dumping Investigation on Imported Octanol

Announcement [2005] No.58 of the Ministry of Commerce

Ministry of Commerce announced an anti-dumping investigation on imported Octanol (octyl alcohol) originating in ROK, Saudi Arabia,
Japan, EU and Indonesia (hereinafter referred to as “investigated product “) on September 15, 2005.

In respond to an appeal from domestic industry on July 15, 2005, Ministry of Commerce examined related issues and evidence. Since
the examination shows the appeal is in line with Article 11 , 13 and 17 and includes related contents and evidence of Article 14
and 15 of Anti-dumping Regulations of the People’s Republic of China, Ministry of Commerce decided to start an anti-dumping investigation
on the investigated product as of September 15, 2005.

The period of investigation on dumping is from March 31, 2004 to March 31, 2005. The investigation on injury to domestic industry
is from January 1, 2001 to March 31, 2005.

The investigated product is classified under Code 29051600 in Import and Export Tariffs of General Administration of Customs of the
People’s Republic of China.

Interested parties can apply to Bureau of Fair Trade for Imports and Exports or Bureau of Industry Injury Investigation of Ministry
of Commerce for responding to charges within 20 days as of the date the Announcement is issued.

At the same time, the related exporters and producers should provide the quantity and amount of the product exported to mainland China
during March, 2004 to March, 2005. Registration Form on Dumping Investigation can be downloaded from http//gpj.mofcom.gov.cn.

Besides, the interested parties should provide explanation materials on production capacity, output, storage, construction plans,
and quantity and amount of the product exported to mainland China during the period of investigation on injury to domestic industry.
Registration form on Industry Injury Investigation can be downloaded from http//www.cacs.gov.cn.

If the interested parties are not registered responding to charges within the fixed time, Ministry of Commerce shall have the right
to refuse their materials and make adjudication according to the available materials.

Interested parties can submit their written opinions to Ministry of Commerce in 20 days as of the date when the Announcement is issued
if they have objections to the production margin, qualification of the applicants, investigated countries and other issues.

Interested parties can look up the unclassified version of the application handed in by the applicants at Open Information Look-up
Office of Ministry of Commerce during the above-mentioned period.

Investigation measures can be conducted by questionnaire, sampling, hearing and examination on the spot.

The investigation begins on September 15, 2005 and last 1 year normally. In case of special situation, it could be extended to March
15, 2007.

Address of Ministry of Commerce:

Address: No. 2, DongChangAn St., Beijing

Postcode: 100731

Bureau of Fair Trade for Imports and Exports:

Tel86-10-65198747, 65198740, 65197354

Fax: 86-10-65198164, 65198497

Address: No. 82, DongAnMen St. Beijing

Postcode: 100747

Bureau of Industry Injury Investigation:

Tel86-10-85226852, 85226855, 85226853

Fax: 86-10-85226854

Ministry of Commerce

September 15, 2005

Ministry of Commerce
2005-09-15

REPLY OF THE PEOPLE’S BANK OF CHINA CONCERNING ISSUING FINANCIAL SECURITIES BY CHINA MERCHANTS BANK

Reply of the People’s Bank of China Concerning Issuing Financial Securities by China Merchants Bank

Yin Fu [2005] No. 75

The China Merchants Bank:

We have received your Request for Instructions on Issuing Financial Securities by China Merchants Bank (Zhao Yin Fa [2005] No. 434).
In accordance with the Provisions on Issuing Financial Securities in the Nationwide Inter-bank Securities Market (Zhong Guo Ren Min
Yin Hang Ling [2005] No. 1, hereinafter referred to as the Management Measures), we hereby reply as follows:

We approve you to issue 15 billion Yuan of financial securities in the nationwide inter-bank securities market. 10 billion Yuan shall
be issued in the first period, of which, 5 billion Yuan is of 3-year term and 5 billion Yuan is of 5-year term. The issuance of all
financial securities shall be concluded before June 30, 2006.

In line with the relevant provisions of the Management Measures, your Bank shall file the relevant documents with the People’s Bank
for archival within 5 workdays before the issuance of financial securities of each period and shall do a good job in the security
issuance of each period as well as the relevant information disclosure according to the requirements of the People’s Bank of China.

Your Bank shall report the security issuance to the People’s Bank of China within 10 workdays as of the date of the conclusion of
each period of financial security issuance.

After your financial security issuance is concluded, the securities shall, in accordance with the relevant provisions of the People’s
Bank of China, be allowed to circulate and be traded in the nationwide inter-bank securities market.

The People’s Bank of China

October 9, 2005

The People’s Bank of China
2005-10-09

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON CARRYING OUT THE WORK OF DETERMINATION OF ENTERPRISES WHOSE SCOPE OF VAT DEDUCTION IS TO BE ENLARGED

State Administration of Taxation

Circular of the State Administration of Taxation on Carrying out the Work of Determination of Enterprises Whose Scope of VAT Deduction
Is To Be Enlarged

GuoShuiHan [2004] No. 143

January 29th, 2004

The administrations of state taxation of Heilongjiang, Jilin, Liaoning provinces, and Dalian city:

According to Some Opinions of the Central Committee of the Communist Party of China and the State Council on Implementing the Strategy
of Developing Vigorously the Old Industry Bases in the Northeast Region, Etc. (ZhongFa [2003] No.11), the ordinary taxpayers of value-added
taxes in eight industries of the three provinces in the northeast region and Dalian city (hereinafter referred to as the “taxpayers”)
shall enlarge their scopes of VAT deduction. With a view to making good preparations, the State Administration of Taxation decides
to carry out the work for the determination of the enterprises subordinate to the eight industries temporarily, and hereby makes
the following Circular on the relevant issues in this regard:

The work for the determination of enterprises whose VAT deduction scopes (hereinafter referred to as the “determination work”) is
to be enlarged is an important part for enlarging VAT deduction scope. The administrations of state taxation at all levels shall
attach high importance to it, reach a common understanding, and make a concerted effort to ensure that the determination work be
completed on schedule. Meanwhile, proper publicity and guidance shall be made known to the taxpayers.

II.

Where the products produced by a taxpayer fall within the scope of the eight industries (see the Specific Scope of the Eight Industries
in the Northeast Region), the enterprise shall fill out the Form for Determination of Enterprises whose VAT Deduction Scope Is To
Be Enlarged in accordance with the actual conditions of production and management of the enterprise, and apply for determination
to the local administration of state taxation. Those who fail to file an application for determination shall not implement the taxation
provisions on enlarging the VAT deduction scope.

III.

All levels of administrations of state taxation shall make determination in accordance with the Specific Scope of the Eight Industries
in the Northeast Region temporarily. After the scheme for reshaping the VAT in northeast region has been approved by the State Council,
the determination shall be made according to the scope prescribed specifically by the Ministry of Finance and the State Administration
of Taxation. And marks shall be loaded in the database for tax collection administration and in the database of archives for the
VAT ordinary taxpayers.

In case it is difficult to make determination concerning certain enterprises during the process of determination, the tax authorities
in charge may negotiate with the development and reform commission (or planning commission) of the corresponding level to determine.

In case a taxpayer influences the conclusions of determination by providing false documents or by other improper means, the tax authorities
in charge shall cancel its qualification for enlarging the VAT deduction scope immediately once such acts are found out, and impose
punishment on it in accordance with the relevant provisions of the Law on the Administration of Tax Collection.

IV.

Any problems encountered in the determination work shall be reported to the higher level in each region in good time.

Annex 1:The Specific Scope of the Eight Industries in the Northeast Region

The equipment manufacturing industry, petrochemical industry, metallurgy industry, shipping manufacturing industry, auto industry,
ventures in agroindustry, military supplies industry, and high and new technology industry shall refer to the following industries:

Equipment manufacturing industry is the general name for all the manufacturing industries, which provide technical equipment to all
the departments of national economy for their simple reproduction and extended production. Their scope of products includes the machine
industry (including aviation, spaceflight, shipping and enginery and other manufacturing industries) and the investment products
of electronic industries. It also includes the general equipment manufacturing industry, special equipment manufacturing industry,
electric machine and equipment manufacturing industry, communication equipment computers and other electric equipment manufacturing
industry, apparatus and instrument, as well as stationery and office supplies manufacturing industry, etc.

Petrochemical industry is the general name for the petroleum industry and chemical industry, including petroleum processing, coking
plant, and nuclear fuel processing industry, chemical materials, and chemical produce manufacturing industry, pharmaceutical manufacturing
industry, chemical fiber manufacturing industry, rubber produce industry, and plastic industry, etc..

Metallurgy industry: including black metal smelting and rolling processing industry, non-ferrous metal smelting and rolling processing
industry, etc..

Shipping manufacturing industry is the general name for the industries of shipping manufacturing, shipping components and parts and
fittings manufacturing, and shipping repair manufacturing, including metal shipping manufacturing, non-ferrous shipping manufacturing,
entertainment shipping and sports shipping building and repair, manufacturing of supporting equipment for shipping use, shipping
repair and dismantling, navigation mark equipment and other floating installations manufacturing.

Auto industry is the general name for the industries of the entire automobile manufacturing, components and parts and fittings manufacturing,
and the auto repair, including the manufacturing of the entire automobile and the refitted automobile, trolley manufacturing, manufacturing
of the bodywork of automobile and trailers, manufacturing of components and parts and fittings of automobiles, and automobile repair,
etc..

Ventures in agroindustry refer to the farm produce processing and manufacturing industry other than tobacco and alcohol, including
agricultural by-products food processing, food manufacturing, beverage manufacturing, textile, leather, coat and feather or eiderdown
processing, timber processing and timber, bamboo, rattan, palm and grass produce, textile, clothing, shoes and caps manufacturing,
furniture manufacturing, paper making and paper produce, handicrafts and other manufacturing, etc..

Military supplies industry refers to the taxpayers who produce products for armies, armed police and public security organs.

High and new technology industry, at present, shall be determined temporarily in accordance with the scope of taxpayers, who fall
within the scope of high and new technology as prescribed in the documents of the Conditions and Measures for Determination of High
and New Technology Enterprises in the State High and New Technology Development Zones (GuoKeFaHuoZi [2000] No.324), and the Conditions
and Measures for the Determination of High and New Technology Enterprises Outside the State High and New Technology Development Zones
(GuoKeFaHuoZi [1996] No.018), which are printed and distributed by the Ministry of Science and Technology, and which are in conformity
with other determination conditions, have obtained the certificates of a high and new technology enterprise issued by the provincial
science and technology commission, and whose products fall within the scope of the Circular of the Ministry of Science and Technology,
Ministry of Finance, and the State Administration of Taxation on Issuing the Catalogue of China High and New Technology Products
(GuoKeFaHuoZi [2000]No.328).

Annex 2: the Form for Determination of Enterprises whose VAT Deduction Scope Is To Be Enlarged (omitted)

State Administration of Taxation
2004-01-29

THE MEASURES ON PUNISHMENT OF THE ILLEGAL ACTS OF THE LAWYERS AND LAW FIRMS

The Ministry of Justice

The Order of the Ministry of Justice of the People’s Republic of China

No.86

The Measures on Punishment of the Illegal Acts of the Lawyers and Law Firms, adopted at the executive meeting of the Ministry of Justice
of the People’s Republic of China on February 23, 2004, is Hereby promulgated and shall be implemented as of May 1, 2004. The Measures
on Punishment of the Illegal Acts of the Lawyers promulgated by the No.50 Order of the Ministry of Justice on January 31, 1997 are
repealed simultaneously.

Minister of the Ministry of Justice Zhang Fusen

March 19, 2004

The Measures on Punishment of the Illegal Acts of the Lawyers and Law Firms

Article 1

These measures are formulated in accordance with the laws and regulations such as the Law of the People’s Republic of China on Administrative
Penalty and the Law of the People’s Republic of China on Lawyers (hereinafter referred to as the Lawyer Law) and other relevant regulations
on the purpose of regulating the supervision and punishment of the illegal acts of the laws and law firms and promoting the development
of the lawyer profession.

Article 2

The judicial administration organ shall impose the administrative penalty on the illegal acts of the lawyers and law firms in accordance
with the relevant laws and regulations such as the Provisions of the Judicial Administration Organ on the Procedures of Administrative
Punishment and these measures.

Article 3

The judicial administration organ shall impose the administrative penalties on the lawyers and law firms on the principle of openness
and fairness.The imposition of administrative penalty shall be based on fact and corresponded with the facts, nature, circumstances
and harm to the society of the illegal acts.

Article 4

The judicial administrative organs shall make full use of the function of the lawyers associations when investigating and dealing
with the illegal acts of the lawyers and law firms.

Article 5

The administrative penalties on the illegal acts of the lawyers have the following kinds:

(1)

a disciplinary warning;

(2)

confiscating any illegal income;

(3)

cessation of practice;

(4)

revoking the practice certificate.

Article 6

The administrative penalties on the illegal acts of the law firms have the following kinds:

(1)

a disciplinary warning;

(2)

confiscating any illegal income;

(3)

cessation of practice;

(4)

revoking the practice certificate.Those which shall confiscate any illegal income may also impose a fine of no less than one and no
more than five times the amount of the illegal income.

Article 7

A lawyer who commits an act in violation of the provisions of Paragraph (1) to (10) of Article 44 and Article 45 of the Lawyer Law
shall be punished according to the Lawyer Law and these measures.

Article 8

If a lawyer commits any of the following acts, which belong to “other acts in respect of which penalties should be imposed” provided
in Paragraph 11 of Article 44 of the Lawyer Law, the judicial administration organ shall impose the corresponding penalty in accordance
with the Lawyer Law and these measures:

(1)

simultaneously practicing in a law firm and another legal service office;

(2)

simultaneously defending or representing a client and the third person conflicting with the client’s interests in the same case;

(3)

respectively defending or representing the clients whose interests are conflicted with each other in two or more than two cases that
have common interests;

(4)

while acting as a legal person for a unit, defending or representing the opposite party of the unit or other parties that have conflict
of interests with the unit.

(5)

making false promises to the client for the purpose of soliciting business;

(6)

publicizing dishonestly or improperly by the way of mass media, advertisement or other means.

(7)

fabricating and spreading false facts to impairing and slandering the reputation of other lawyers or law firms;

(8)

competing unethically by taking advantage of the relations with the judicial organs, administrative organs or other organizations
with the function of social administration.

(9)

discharging the duty unconscientiously so that causing loses to the client after accepting authorization.

(10)

failing to provide the agreed legal service to the client without good reason after accepting authorization.

(11)

overstepping the limits of authorization to engage in the activities that have nothing to do with the legal matter authorized by the
client.

(12)

impairing the interests of the client deliberately or colluding with the opposite party or the third person maliciously to impair
the interests of the client.

(13)

threatening or intimidating the client or detaining the materials provided by the client without good reason on the purpose of obstructing
the client to renounce authorization.

(14)

violating the provisions on the control of charges or agreement in the contract on charges to charge fees or things that are beyond
the provisions or agreement.

(15)

providing legal service in a capacity of non-lawyer in the term of practice.

(16)

meeting with a judge, prosecutor, arbitrator or other relevant working personnel who undertakes the case, or meeting with a judge
, prosecutor, arbitrator or other relevant personnel unilaterally in violation with the provisions in the term of undertaking the
case.

(17)

for a lawyer who once served as a judge or prosecutor, acting as agent ad litem or defend client within two years after he left his
post, or acting agent ad litem or defend client in a case once undertaken by him when he was on the post.

(18)

taking along with non-lawyer personnel to meet a criminal suspect who is under detention, a defendant or a criminal under detention
in violation with the provisions, or violating the relevant administrative regulations in the term of meeting.

(19)

providing false evidences to the judicial administrative organs or lawyers associations, concealing important facts or having other
deceitful acts.

(20)

continuing to practice in the term of a penalty of cessation of practice, or continuing to practice in the name of the original law
firm while the law firm is on the sanction of suspending business for rectification or after the law firm has been cancelled.

(21)

having any other act of violating laws, professional ethics or ethics of a citizen and impairing the professional image of a lawyer
seriously.

Article 9

If a law firm has any of the following acts, the judicial administration organ of the province, autonomous region or municipality
shall issue a disciplinary warning, a penalty of confiscating any illegal income or suspending business for rectification for no
less than three months and no more than one year:

(1)

practicing in a name that hasn’t been examined, altering or leasing the name of the law firm without authorization.

(2)

failing to go through the registration for the change in the provided deadline when changing the contents of its name , articles of
association, residence, person responsible for the law firm, partner, residence, partnership agreement and so on.

(3)

obstructing the partner, cooperative person or lawyer to retire by unethical acts.

(4)

admitting a person who doesn’t meet the provided conditions to be a partner, cooperative person or the person responsible for the
law firm.

(5)

failing to centrally accept authorization, sign written authorization contracts and the contracts on charges, collect the fee items
from the parties in violation with the provisions, or failing to centrally take care of and use special-purpose documents, financial
bills or business archives in violation with the law.

(6)

failing to draw up lawful bills of the lawyers’ legal service or failing to submit effective vouchers of the expenses on practicing
the cases.

(7)

violating the provisions on the control of charges of legal services or agreement in the contract on charges to extend the limits
on fees, raise the fee standard, or charge fees that are beyond the provisions or agreement.

(8)

establishing a working placean antechamber or a branch office without permission.

(9)

when engaging a lawyer or other working staff, failing to sign an engagement contracts with the person to be engaged, or failing to
handle social pool insurance.

(10)

maliciously escaping the debts of the law firm or its branch office.

(11)

publicizing dishonestly or improperly by the way of mass media, advertisement or other means.

(12)

soliciting business by unfair means such as paying middleman’s fees, giving discounts or interests promises.

(13)

competing unethically by taking advantage of the relations with the judicial organs, administrative organs or other organizations
with the function of social administration.

(14)

fabricating and spreading false facts to impairing and slandering the reputation of other lawyers or law firms.

(15)

appointing the lawyers of the law firm to defend or represent both parties or the clients whose interests are conflicted with each
other, with the exception of the only law firm in the same county(city) which has been approved by both parties.

(16)

divulging commercial secrets or private affairs of a party concerned.

(17)

providing false evidences to the judicial administrative organs or lawyers associations, concealing important facts or having other
deceitful acts.

(18)

permitting or tacitly permitting the law firm’s lawyer that is in the term of cessation of practice to continue practicing.

(19)

providing facilities for the illegal practice of a person who has not obtained a lawyer’s practice certificate or a lawyer belonging
to other law firm by the means of drawing up or providing letters of introduction, special documents of lawyer’s service, receipts
on payment and so on.

(20)

printing lawyer’s cardsign or drawing up other relevant identity certificates of the lawyers, or failing to stop the above-mentioned
acts of the persons in the law firm.

(21)

permitting or tacitly permitting the law firm’s lawyer to purchase commodities, pay the fees of traveling, submit expenses, fit up
houseor provide means of traffic and communication.

(22)

failing to pay duties on the laws.

(23)

other acts in respect of which penalties should be imposed.

Article 10

If a law firm has any of the following circumstances, the judicial administrative organ of the province, autonomous region or municipality
shall issue a sanction of revocation of its practicing certificate; any illegal income shall be confiscated; and may also impose
a fine:

(1)

refusing to correct after being imposed a sanction of suspending business for rectification, or continuing to practice in the term
of suspending business for rectification.

(2)

bribing to a judge, prosecutor, arbitrator or other relevant personnel.

(3)

having been subjected to criminal punishment.

(4)

having other illegal acts that seriously impaired the professional image of a lawyer.

Article 11

If the judicial administrative organ finds or receives a complaint that a lawyer or law firm has any illegal act provided in the Lawyer
Law and these measures, it shall place on file for investigationcomprehensively, objectively and justly ascertaining the facts
and collecting evidences. The lawyer or law firm investigated shall state the facts accurately and provide the relevant materials.

Article 12

The judicial administrative organ may authorize lawyers associations to investigate the illegal acts of the lawyers and the law firms.The
authorized lawyers association shall comprehensively, objectively, justly ascertain the facts and collect evidences, and give advices
to the administrative penalties imposed by the judicial administrative organs.

Article 13

The judicial administrative organ shall inform the lawyer or law firm the ascertained facts, the reason and basis for the penalty,
and the lawful rights of the party before imposing an administrative penalty. For those informed orally, it shall make a written
record. The lawyer or law firm has the right to state and argue his case, and has the right to apply for hearing according the laws.The
lawyer or law firm that doesn’t accept the decision on the administrative penalty rendered by the judicial administration organ has
the right to apply for reconsideration or instituting administrative proceedings according the laws.

Article 14

If a lawyers association finds those circumstances which shall impose an administrative penalty according to the provisions in the
Lawyer Law and these measures when investigating and treating the acts of the lawyers or law firms violating lawyers’ ethics and
practicing disciplines, it shall submit them to the judicial administrative organ which has right for jurisdiction.

Article 15

If the judicial administrative organ or lawyers association considers the acts of the lawyers or law firms constituting a crime when
investigating and treating the illegal acts of them, it shall transfer them to the relevant organs to investigate them for criminal
liability.

Article 16

The Ministry of Justice is responsible for the interpretation of these measures.

Article 17

These measures shall be come into force as of May 1, 2004. The Measures on Punishment of the Illegal Acts of the Lawyers promulgated
by the Ministry of Justice on January 31, 1997 are repealed simultaneously.

The Ministry of Justice
2004-03-19

RULES FOR THE IMPLEMENTATION OF THE REGISTRY AND CLEARANCE BUSINESS OF LISTED OPEN-END FUND

China Securities Depository & Clearance Corporation Limited

Notice of China Securities Depository & Clearance Corporation Limited on Promulgating Rules for the Implementation of the Registry
and Clearance Business of Listed Open-end Fund

Every member bodies and fund management companies:

In order to standardize the registry and clearance business of listed open-end fund, the Rules for the Implementation of the Registry
and Clearance Business of Listed Open-end Fund enacted by China Securities Depository & Clearance Corporation Limited, are hereby
promulgated and shall come into force as of the day of promulgation.

China Securities Depository & Clearance Corporation Limited

August 20, 2004

Rules for the Implementation of the Registry and Clearance Business of Listed Open-end Fund

Chapter 1 General Provisions

1.1

This Rules is promulgated with a view to maintaining the order of securities investment fund market, protecting the legal rights of
investors and standardizing the registry and clearance business of listed open-end fund, in accordance with the Securities Investment
Fund Law of the People’s Republic of China and the relevant provisions of other laws, regulations, rules and those set forth by China
Securities Depository and Clearance Co., Ltd. (hereinafter referred to as this Company).

1.2

The listed open-end fund referred to in this Rules is the open-end fund replaced, listed and transacted in Stock Exchange. Listed
open-end fund may be subscribed and transacted through Stock Exchange, or subscribed, applied for and redeemed through fund manager
or its best effort institution.

1.3

This Rules applies to the registry and clearance business of listed open-end fund. Where this Rules does not have related provision
thereto, other related provisions of this Company will be applied.

Chapter 2 The Account Management

2.1

Investors holding common RMB securities account or securities investment fund account (hereinafter referred to as the securities account)
may subscribe and transact the listed open-end fund in Stock Exchange through securities institutions.

Investors may subscribe, apply for and redeem the listed open-end fund through fund manager or its best effort institution based on
the open-end fund account in this Company.

2.2

The open, cancellation, merger of the securities account or the change of information thereof, etc. shall be handled in accordance
with the Management Rules of Securities Account of this Company.

2.3

The investor who has had a securities account may apply through the fund manager or best effort institution to this Company for the
depository of a listed fund account based on the securities account.

The investor who has not had a securities account may apply through the fund manager or best effort institution to this Company for
the registry of a listed fund account, this Company will allocate new securities investment fund account and automatic registry of
an open-end fund account will be made.

The investor who has registered an open-end fund account through fund manager or best effort institution may apply directly for the
releasing of open-end fund business to these institutions.

The investor who has registered an open-end fund account through fund manager or best effort institution applying for the open-end
fund business through other best effort institution or fund manager shall, upon the strength of the open-end fund account, first
handle the open-end fund account registry confirmation procedures with that best effort institution or fund manager.

2.4

An investor may have only one Shanghai or Shenzhen open-end fund account, except otherwise provided for by laws, regulations, rules
or this Company.

Shanghai securities account and the Shanghai open-end fund account registered based on it may not conduct listed open-end fund business
for the time being.

2.5

Where the name of the investor, the type or number of valid identification document as stated in the registry information of open-end
fund account is changed, the investor shall make securities account information change application at the agency in which the securities
account is opened. The change of the registry information, except for the three items mentioned above, can be made in the fund manager
or its best effort institution.

2.6

The investor may inquire about the registry information of his open-end fund account in the fund manager or its best effort institution
as referred to in article 2 .5.

2.7

The cancellation of the open-end fund account by the investor shall be made in the fund manager or its best effort institution that
has formerly handled this open-end fund account and the following conditions shall be satisfied:

(1)

The fund unit in the open-end fund account is zero;

(2)

Where the registry confirmation of the open-end fund account has been made in more than one fund managers or best effort institutions,
the cancellation of the registry confirmation of the open-end fund account shall have been made.

Chapter 3 Registry Trusteeship

3.1

This Company adopts the principle of separated system of registry with respect to the unit of listed open-end fund. The fund unit
subscribed and purchased in Stock Exchange through securities institutions is registered within the securities registry and clearance
system of this Company (hereinafter referred to as the securities registry system) and is recorded as investor’s securities account
and trusted in the securities institutions; the fund unit subscribed or applied for through fund manager or its best effort institution
is registered within the open-end fund registry and clearance system of this Company (hereinafter referred to as the TA system) and
is recorded as the investor’s open-end fund account and trusted in the fund manger or its best effort institution.

3.2

The fund manager shall conclude the registry and clearance service contract with this Company before the replacement of listed open-end
fund unit.

3.3

The fund manager shall, within prescribed time limit after the establishment of the listed open-end fund succeeding to capital verification,
handle the primary registry of the raised listed open-end fund unit in the securities registry system and the TA system of this Company
separately.

3.4

The registry of the change of the fund unit concerning the transaction of listed open-end fund that is made through the Stock Exchange,
the ownership transfer that is not made because of transaction of the fund unit under the securities account and the judicial assistance
etc. shall be made through the securities registry system.

The registry of change of the fund unit of listed open-end fund concerning the application or redemption through the fund manager
and its best effort institution, the non-trading transfer of the fund unit under the open-end fund account, the judicial assistance
and other businesses shall be handled through the TA system.

3.5

Such data as the preliminary registry, registry of change and related account information of listed open-end fund shall be sent unified
to the fund manager by TA system.

Chapter 4 Transfer of Trusteeship

4.1

The transfer of trusteeship of the listed open-end fund unit is divided into transfer of trusteeship within system and transfer of
trusteeship across system (i.e. the transfer of registry across system as referred to in the Listed Open-end Fund Business Rules
of Shenzhen Stock Exchange).

4.2

The transfer of trusteeship within system means that investors transfer the trusteeship of listed open-end fund unit trusted in a
securities institution to other securities institution, or transfer the trusteeship of listed open-end fund unit trusted in a fund
manager or its best effort institution to other best effort institution or fund manager. The transfer of trusteeship within system
shall be handled in accordance with the relevant provisions of this Company.

In the same securities institution, the change of the operate business office shall be conducted in the light of relevant provisions
to “transfer of trusteeship within system”.

4.3

The transfer of trusteeship across system means that investors transfer the trusteeship of listed open-end fund unit under a securities
institution to a fund manager or best effort institution, or transfer the trusteeship of listed open-end fund unit under a fund manager
or its best effort institution to other securities institution.

4.4

The transfer of trusteeship across system of listed open-end fund unit can only be carried out between securities account and the
open-end fund account registered based on it.

4.5

Where investors redeem listed open-end fund unit under the trusteeship of a securities institution through a fund manager or its best
effort institution, the transfer of trusteeship across system shall be handled in accordance with the following procedures:

(1)

Before investors go through the formalities of transfer of trusteeship, they shall ensure that registry or registry confirmation of
open-end fund account has been handled successfully in the transferee fund manager or best effort institution.

(2)

The investors file the applications for transfer of trusteeship across system in transferor securities institution; they shall specify
the code of transferee fund manager or best effort institution, securities account number, fund code and the amount transferred.

(3)

With regard to the application for transfer of trusteeship across system that is qualified in examination, the securities registry
system makes debit to the fund unit in the securities account of the investor and the TA system makes corresponding credit to the
fund unit in the securities account of the investor.

With respect to the fund unit transferred in, the TA system starts to calculate the fund unit holding duration of the investor from
the day when the fund unit of open-end fund account is credited.

(4)

With respect to the application for transfer of trusteeship across system that has been handled successfully, investors may apply
for the redemption of fund unit in the transferee’s fund manager or best effort institution after two trading days from the application
date.

4.6

The investor who sells in a Stock Exchange through a security institution the listed open-end fund unit that is under the trusteeship
of a certain fund manager or its best effort institution shall handle the trusteeship transfer across system in accordance with the
following procedure:

(1)

Where the investor applies to the transferring fund manager or its best effort institution for trusteeship transfer across system,
he shall specify the chair number of the transferee securities institution, the number of the open-end fund account, the fund code,
and the amount to be transferred, of which, the amount to be transferred shall be in integer unit.

(2)

With respect to the trusteeship transfer across system application that is qualified in examination, TA system debits the fund unit
of the open-end fund account of the investor, and the security registry system makes corresponding credits to the fund unit of the
securities account.

(3)

With respect to the trusteeship transfer across system application that has been successfully processed, the investor may, after two
transaction days from the applying date, apply through the transferee security institution to the Stock exchange for sale of the
fund unit.

4.7

With respect to the transfer of trusteeship across system in that the transferor system has debited the fund unit of the investor’s
account while the system of the transferee can’t make credit thereto, the investor may conduct account adjustment in the system of
the transferee.

4.8

After the date when the open-end fund is listed, except for the equity allocation period (from date R-2 to date R, date R is the equity
registry date) when the trusteeship transfer across system is temporary suspended, the investor may, in the transaction day of the
Stock Exchange, apply for handling the trusteeship transfer across system.

4.9

The unit of the listed open-end fund that is frozen can’t be handled with the trusteeship transfer across system.

Chapter 5 Fund Clearance

5.1

This Company adopts the principle of separated system in clearance with respect to listed open-end fund. The clearance of the fund
concerning the subscription and transaction of listed open-end fund trough Stock Exchange is conducted in the securities registry
system; the clearance of the fund involved in the subscription, application for purchase and redemption of listed open-end fund through
fund manager or its best effort institution is conducted in the TA system.

5.2

This Company adopts the multilateral net clearance with respect to listed open-end fund. This Company may adopt other fund clearance
method with respect to listed open-end fund after relevant business rules are formulated by this Company and are submitted to and
approved by China Securities Regulatory Commission.

5.3

The clearance participants such as the securities institution, fund manager and its best effort institution, before participating
in the fund clearance business of listed open-end fund of this Company, shall open clearance-reserving account in this Company in
accordance with relevant provisions of this Company, and conclude fund clearance business agreement with this Company.

5.4

The delivery and receipt of the fund concerning the application for purchase listed open-end fund through Stock Exchange shall abide
by the principle that “delivery and receipt in secondary market is in priority to that in internet application”, the delivery and
receipt of the fund concerning the subscribe of listed open-end fund through fund manager and its best effort institution shall abide
by the principle that “the delivery and receipt of the fund of application and redemption is in priority to that of subscribed fund”.

5.5

The fund clearance in subscribing listed open-end fund:

(1)

The securities registry system, based on the applied data of listed open-end fund made through Stock Exchange in date T, conducts
fund clearance in that date and produces fund clearance data, and finishes fund delivery and receipt through the clearance reserve
account of its clearance participant in date T-1. Where the balance of the clearance reserve account of its clearance participant
is not sufficient for delivery and receipt, the securities registry system makes invalid the applied amount of the insufficient part
in date T-2.

(2)

The TA system, based on the applied data of listed open-end fund made through fund manager and its best effort institution in date
T, conducts fund clearance and produces fund clearance data in date T-1, and finishes fund delivery and receipt through the clearance
reserve account of its clearance participant in date T-2. Where the balance of the clearance reserve account of its clearance participant
is not sufficient for delivery and receipt, the TA system makes invalid the applied amount of the insufficient part in date T-3.

5.6

The fund clearance in daily transaction, application, redemption of listed open-end fund:

(1)

The securities registry system conducts fund clearance of the combination of the dealing data of the listed open-end fund and other
listed stocks in the Stock Exchange and other non-transaction data after the market is closed in date T, figures out the net receivable
and payable of the clearance participants and produces fund clearance data, and finishes fund delivery and receipt through the clearance
reserve account of its clearance participant in date T-1.

(2)

The TA system conducts fund clearance of the combination of the application in date T-1 and the redemption in T-N-1 working days (N
is the redemption payment cyclical period prescribed in advance by fund manager) of the listed open-end fund made through fund manager
and its best effort institution and the business data of the open-end fund of the day, figures out the net receivable and payable
of the clearance participants and produces fund clearance data, and finishes fund delivery and receipt through the clearance reserve
account of its clearance participant in date T-1.

Chapter 6 Risk Prevention and Control Measures

6.1

This Company and the clearance participants shall adopt the following measures to strengthen the risk control in registry and clearance
business:

(1)

To stipulate perfect risk prevention system and inner control system;

(2)

To establish perfect technical system, to abide by the agreed technical criteria and rules.

(3)

To make backups of the clearance data and technical system and stipulate business urgency solving procedures and operational procedures.

6.2

Based on the risk sharing principle, the clearance participants shall pay clearance deposit as prescribed to prevent risks in clearance.
The payment, adjustment, management and use of the clearance deposit shall be conducted in accordance with provisions of this Company.

6.3

The balance of the clearance reserve account of the clearance participants at the end of a day shall not be lower than the minimum
clearance reserve as verified by this Company. The payment rate of the minimum clearance reserve and the adjustment thereof shall
be carried out in accordance with the provisions of this Company.

6.4

Where the clearance participant violates contract in fund delivery and receipt, this Company may adopt the following measures:

(1)

To charge interest and fine for breach of contract as prescribed in the provisions of the People’s Bank of China and this Company
based on the breach amount of the clearance participants.

(2)

On the day of the overdraft, to detain the securities proprietary traded by the clearance participants that are equivalent to 100%
of the breach amount. Where the clearance participant who breaches the contract pay fully the capital and interest of the breach
amount and the fine for breach of contract, this Company returns back the securities detained. Otherwise this Company will sell out
the detained securities and compensate for the breach amount of the clearance participants with the amount gained in sale, where
the amount gained in sale can’t recover fully the capital and interest of the breach amount and the fine thereof, the difference
shall be recovered by recourse to the clearance participants.

(3)

To record the breach of the clearance participant in the bad record of the clearance participant as the proof in evaluating the risk
scope and determining the key supervision object.

(4)

To be enpost_titled to require the clearance participant that breaches the contract to provide an account of its financial status to this
Company and bring forward the specific measures for covering the breach amount, and to make the clearance participant as the key
supervision object and keep close supervision on its financial status.

6.5

This Company, where necessary to the clearance participant that has a relatively big risk in clearance, is enpost_titled to adopt such
measures as to increase the clearance deposit, adjust the payment rate and time of minimum clearance reserve, require it to provide
clearance credit guaranty or clearance mortgage, limit the business application or require it to trust other clearance participant
to conduct clearance, etc.

6.6

The fees and damages of this Company in dealing with the breach of the clearance participant in delivery and receipt are born by the
clearance participant.

Chapter 7 The Equity Allocation

7.1

The equity allocation of listed open-end fund shall be conducted by the security registry system and TA system based on respective
investor’s book thereof on the equity registry day (Date R).

The security registry system can only conduct cash dividend allocation, TA system can conduct cash dividend allocation or dividend
re-investing allocation as in the option of the investor.

7.2

The fund manager shall, before the announcement of the equity allocation, make equity allocation application to this Company in advance.

7.3

The fund manager shall, before the prescribed time point in date R, inform this Company of the finally determined dividend allocation
plan. Where the dividend allocation plan is amended after the prescribed time point, the equity registry date shall be re-determined.

7.4

The fund manager shall, before the prescribed time point in date R-2, appropriate the cash dividend to the bank account designated
by this Company. This Company will appropriate the cash dividend to the clearance reserve account of the securities institution,
fund manager and its best effort institution in date R-3.

Where the fund manager fails to appropriate fully the cash dividend before the prescribed time point, this Company will postpone the
allocation of the cash dividend.

Chapter 8 Supplementary Provisions

8.1

This Implementation Rules apply, for the time being, to registry and clearance business of the open-end securities investment fund
sold, listed and transacted in Shenzhen Stock exchange.

8.2

This Company is not liable to any damage to related parties caused by earthquake, typhoon, drought, fire, war and other force majeure
factors, and such contingent incidents as unpredictable or uncontrollable failure of system, equipment and telecommunication, electricity
power off, etc.

8.3

The meanings of the following wordings as used in this Rules are:

Purchase: The activity that within the raising period of open-end fund, the investor purchases fund unit in the Stock Exchange through
securities institution, or purchases through fund manager and its best effort institution.

Application for purchase: The activity that beyond the raising period of open-end fund, an investor buys fund unit through fund manager
and its best effort institution.

Transaction: The activity that after the open-end fund is listed in Stock Exchange, an investor buys or sells fund unit in Stock Exchange
by way of collective transaction and through securities institution.

Securities account: It is divided into Shanghai securities account and Shenzhen securities account. Shanghai securities account is
used to record the securities listed in Shanghai Stock exchange and other securities acknowledged by this Company; Shenzhen securities
account is used to record the securities listed in Shenzhen Stock exchange and other securities acknowledged by this Company.

The registry of open-end fund account: The business process in that an investor holding securities account applies to this Company
for opening the function of open-end fund business and gets the confirmation feedback from the TA system of this Company.

The confirmation of open-end fund account: The business process in that an investor who has registered to open open-end fund account
applies for, in order to conduct fund subscribe, application and redemption through more than one best effort institutions, the registered
open-end fund account through the proposed best effort institution and gets the confirmation feedback from the TA system of this
Company.

The Shanghai, Shenzhen open-end fund account: The open-end fund account that comes into being following the registration of Shanghai,
Shenzhen Securities Account.

Best effort institution: Such institutions as the commercial banks or securities institution etc. which have best effort institution
qualification of open-end fund authorized by the China Securities Regulatory Commission, sell fund unit upon delegation of fund manager,
and carry out the application and redemption of fund share.

Clearance participants: Securities institution, fund manager, best effort institution and other bodies which participate in the clearance
business of this Company after the consent of this Company in the electronic securities registry and clearance system established
and managed in this Company.

8.4

This company shall be responsible for the amendments and interpretation of the present Implementation Rules.

8.5

The present Implementation Rules shall be implemented as of the promulgation date.

China Securities Depository & Clearance Corporation Limited
2004-08-23

OPINIONS OF THE MINISTRY OF COMMERCE CONCERNING RELEVANT ISSUES ON THE APPLICATION FOR EXTENSION FILED BY FOREIGN-CAPITAL ENTERPRISES

the Ministry of Commerce

Opinions of the Ministry of Commerce concerning relevant Issues on the Application for Extension Filed by Foreign-Capital Enterprises

Shang Fa Han [2004] No.71

The departments in charge of commerce of all provinces, autonomous regions, municipalities directly under the central government and
cities directly under state planning:

Whereas it is common in practice how to deal with the problem that the foreign-capital enterprises beyond the legal time limit file
an application for extending the period of operation, in order to carry out the original ideas in legislation correctly, and ensure
the stable operation of foreign-capital enterprises, now the Ministry of Commerce brings forward the opinions of solving this problem,
and please implement it accordingly.

In accordance with Article 13 of the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures, Article 24
of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures, Article 20 of the Law of the People’s
Republic of China on Foreign-capital Enterprises, and the relevant provisions of the Administrative License Law of the People’s Republic
of China, where the enterprise with foreign investments needs to extend the period of operation, it shall apply to the examination
and approval authorities before 180 days prior to the expiration of the period of operation (hereinafter referred as the “prescribed
time limit”).The examination and approval authorities shall make the decision of approval or disapproval within 30 days from the
date of receiving the application; where no decision is made at the expiration of the enterprise’ period of operation, the extension
shall be deemed to have been approved.

Where the enterprise with foreign investments applies for extending the period of operation later than the “prescribed time limit”,
the examination and approval authorities shall make disposals on the basis of the following principles:

(1)

Where the enterprise submits the application before 30 days prior to the expiration of period of operation (including 30 days), the
examination and approval authorities may accept its application.

(2)

Where the enterprise submits the application within 30 days ahead of or after the expiration of period of operation, the examination
and approval authorities shall not accept its application, except in cases caused by force majeure.

The extension application shall conform to the following conditions:

(1)

The total investors make unanimous consent of extending the period of operation after the expiration of the period;

(2)

The enterprise’ board of directors makes consent decision of extending the period of operation after the expiration of period;

(3)

Application shall, when it is submitted, subject to the relevant laws, regulations and industry policies governing the use of foreign
capital.

The Ministry of Commerce of PRC

November 11, 2004

the Ministry of Commerce
2004-11-11

LETTER OF CHINA BANKING REGULATORY COMMISSION ON APPROVING THE BANCO NACIONAL ULTRAMARINO, S. A. TO SET UP SHANGHAI REPRESENTATIVE OFFICE

Letter of China Banking Regulatory Commission on Approving the Banco Nacional Ultramarino, S. A. to Set up Shanghai Representative
Office

Banco Nacional Ultramarino, S. A.,

The letter from chairman of the Executive Committee of your bank Mr. Herculano Jorge de Sousato this Commission on August 23, 2005
has been received.

Under the Measures for Administering Foreign-funded Financial Institutions’ Representative Offices in China (Decree No. 8 [2002] of
the People’s Bank of China, hereinafter referred to as the present Measures), you are hereby approved to establish a representative
office in Shanghai. Its Chinese name is “йɷ޹˾” and English name “Shanghai Representative Office of Banco
Nacional Ultramarino, S. A.”.

Under the related regulations of the present Measures, Kan Cheok Kuan is authorized to assume the position of the chief representative
of this Representative Office.

China Banking Regulatory Commission

February 16, 2006

China Banking Regulatory Commission
2006-02-16

123...14 Page 2 of 14

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CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

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CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

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CONSTITUTION ACT, 1982 – page 9

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CONSTITUTION ACT, 1982 – page 7