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

NOTICE OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE CONSUMPTION TAX RATE OF IMPORTED CIGARETTES

the ministry of finance, the state administration of taxation

Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Consumption Tax Rate of Imported Cigarettes

CaiShui [2004] No.22

January 29th, 2004

The Customs General Administration:

With a view to consolidating the policy of consumption tax on imported cigarettes and homemade cigarettes, and upon the approval of
the State Council, we hereby adjust the consumption tax rate of imported cigarettes, and give the following Circular on relevant
issues:

From March 1, 2004, the proportional consumption tax rate applicable to imported cigarettes shall be determined in accordance with
the following measures:

The price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional consumption
tax rate = (duty-paid value + customs duty + fixed consumption tax rate) /(1consumption tax rate). Among them, the duty-paid value
and the customs duty shall be the duty-paid value and the amount of customs duty of each standard carton of 200 cigarettes; the fixed
consumption tax rate shall be 0.6 Yuan (which comes from the calculation according to the existing fixed consumption tax rate) for
each standard carton of 200 cigarettes; the consumption tax rate shall be fixed as 30%.

In case the price of each standard carton of imported cigarettes (200 cigarettes) for the determination of applying proportional
tax rate is 50 Yuan or more, the proportional tax rate applicable shall be 45%. If the price of each standard carton of imported
cigarettes (200 cigarettes), which are determined for applying proportional tax rate, is less than 50 Yuan, the proportional tax
rate applicable shall be 30%.

II.

The composite assessable value of consumption tax applicable to and the amount of taxable consumption tax on imported cigarettes
shall be calculated according to the proportional consumption tax rate applicable as determined in the foregoing paragraph.

The composite assessable value of consumption tax on imported cigarettes = (duty-paid value + customs duty + fixed consumption tax
rate)/(1?Cproportional consumption tax rate applicable to imported cigarettes).

The amount of taxable consumption tax = the composite assessable value of consumption tax on imported cigarettes the proportional
consumption tax rate applicable to imported cigarettes + fixed amount of consumption tax. Among them, the fixed amount of consumption
tax = quantity of imported cigarettes checked and ratified by the customs ixed consumption tax rate, and the fixed consumption
tax rate shall be 150 Yuan for each standard box of 50,000 cigarettes.

Please comply with and implement this notice accordingly.

the ministry of finance, the state administration of taxation
2004-01-29

FOREIGN TRADE LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2004)

e01195

The Standing Committee of the National People’s Congress

Order of President of The People’s Republic of China

No.15

Foreign Trade Law of The People’s Republic of China has been revised and adopted by the 8th Session of the Standing Committee of the
10th National People’s Congress of the People’s Republic of China. The revised Foreign Trade Law of The People’s Republic of China
is hereby promulgated and shall be implemented as of July 1, 2004.

President of The People’s Republic of China Hu Jintao

April 6, 2004

Foreign Trade Law of The People’s Republic of China (Revised in 2004) ContentChapter 1 General Provisions

Chapter 2 Foreign Trade Dealers

Chapter 3 Import and Export of Goods and Technologies

Chapter 4 International Trade in Services

Chapter 5 Protection of Trade-related Aspects of Intellectual Property Rights

Chapter 6 Foreign Trade Order

Chapter 7 Foreign Trade Investigations

Chapter 8 Foreign Trade Remedies

Chapter 9 Foreign Trade Promotion

Chapter 10 Legal Liabilities

Chapter 11 Supplementary Provisions

Chapter 1 General Provisions

Article 1

This Law is formulated with a view to expanding the opening to the outside world, developing foreign trade, maintaining foreign trade
order, protecting the legitimate rights and interests of foreign trade dealers and promoting the sound development of the socialist
market economy.

Article 2

This Law applies to foreign trade and the protection of trade-related aspects of intellectual property rights.

For the purposes of this Law, “foreign trade” refers to import and export of goods and technologies and the international trade in
services.

Article 3

The authority responsible for foreign trade under the State Council is in charge of the administration of the foreign trade of the
entire country pursuant to this Law.

Article 4

The State shall pursue a uniform foreign trade regime, encourage the development of foreign trade and maintain fair and free foreign
trade order.

Article 5

The people’s Republic of China shall, on the principle of equality and mutual benefit, promote and develop trade relations with other
countries and regions, enter into or participate in such regional economic trade agreements as customs union agreement, free trade
agreement and participate in regional economic organizations.

Article 6

The People’s Republic of China shall, in accordance with the international treaties and agreements to which it is a contracting party
or a participating party grant the other contracting parties or participating parties, or on the principle of reciprocity grant the
other party most-favored-nation treatment or national treatment in the field of foreign trade.

Article 7

In the event that any country or region applies prohibitive, restrictive or other like measures on a discriminatory basis against
the People’s Republic of China in respect of trade, the People’s Republic of China may, as the case may be, take counter-measures
against the country or region in question.

Chapter 2 Foreign Trade Dealers

Article 8

For the purposes of this Law, “foreign trade dealers” refers to legal persons, other organizations or individuals that have fulfilled
the industrial and commercial registration or other practicing procedures in accordance with laws and engage in foreign trade dealings
in compliance with this Law and other relevant laws and administrative regulations.

Article 9

Foreign trade dealers engaged in import and export of goods or technologies shall register with the authority responsible for foreign
trade under the State Council or its authorized bodies unless laws, regulations and the authority responsible for foreign trade under
the State Council do not so require. The specific measures for registration shall be laid down by the authority responsible for foreign
trade under the State Council. Where foreign trade dealers fail to register as required, the Customs authority shall not process
the procedures of declaration, examination and release for the imported and exported goods.

Article 10

The international trade in services shall be carried out in compliance with the provisions of this Law and other relevant laws and
administrative regulations.

The units engaged in foreign contract of construction project or foreign labor cooperation shall be equipped with corresponding eligibility
or qualification. The specific measures therefor shall be laid down by the State Council.

Article 11

The State may implement state trading on certain goods. The import and export of the goods subject to state trading shall be operated
only by the authorized enterprises unless the state allows the import and export of certain quantities of the goods subject to state
trading to be operated by the enterprises without authorization. The lists of the goods subject to state trading and the authorized
enterprises shall be determined, adjusted and made public by the authority responsible for foreign trade under the State Council
in conjunction with other relevant authorities under the State Council.

In the event of importation of the goods subject to state trading without authorization in violation of paragraph 1 of this Article,
the Customs shall not grant release.

Article 12

Foreign trade dealers may accept the authorization of others and conduct foreign trade as an agent within its scope of business.

Article 13

Foreign trade dealers shall, in accordance with the regulations laid down by the authority responsible for foreign trade under the
State Council or other relevant authorities under the State Council in accordance with law, submit the documents and materials relevant
to their foreign trade dealings to relevant authorities. The authorities concerned shall keep business secrets confidential for the
providers thereof.

Chapter 3 Import and Export of Goods and Technologies

Article 14

The State permit free import and export of goods and technologies unless the laws or administrative regulations provide otherwise.

Article 15

The authority responsible for foreign trade under the State Council may, in accordance with the need to supervise import and export,
implement automatic import and export licensing certain goods subject to free import and export and make public the list thereof.

Where the consignee or the consigner of the imported or exported goods subject to automatic licensing submits the automatic licensing
application before going through the Customs declaration procedures, the authority responsible for foreign trade under the State
Council or its authorized authorities shall grant approval. In case of failure to accomplish automatic licensing procedures, the
Customs shall not grant release.

In the case of importing or exporting technologies subject to free import and export, the contracts thereof shall be registered with
the authority responsible for foreign trade under the State Council or its authorized authorities.

Article 16

The State may restrict or prohibit the import or export of relevant goods and technologies for the following reasons that:

(1)

the import or export needs to be restricted or prohibited in order to safeguard the state security, public interests or public morals,

(2)

the import or export needs to be restricted or prohibited in order to protect the human health or security, the animals and plants
life or health or the environment,

(3)

the import or export needs to be restricted or prohibited in order to implement the measures relating to the importations and exportations
of gold or silver,

(4)

the export needs to be restricted or prohibited in the case of domestic shortage in supply or the effective protection of exhaustible
natural resources,

(5)

the export needs to be restricted in the case of the limited market capacity of the importing country or region,

(6)

the export needs to be restricted in the case of the occurrence of serious confusion in the export operation order,

(7)

the import needs to be restricted in order to establish or accelerate the establishment of a particular domestic industry,

(8)

the restriction on the import of agricultural, animal husbandry or fishery products in any form is necessary,

(9)

the import needs to be restricted in order to maintain the State’s international financial status and the balance of international
payment,

(10)

the import or export needs to be restricted or prohibited as laws and administrative regulations so provide, or

(11)

the import or export needs to be restricted or prohibited as the international treaties or agreements to which the state is a contracting
party or a participating party so require.

Article 17

The State may, in the case of the import or export of the goods and technologies relating to fissionable and fissionable materials
or the materials form which they are derived as well as the import or export relating to arms, ammunition and implements for war,
take any measures as necessary to safeguard the state security.

The State may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect
of import or export of goods and technologies.

Article 18

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, in accordance with the provisions of Articles 16 and 17 in this Law, establish, adjust and publish the list of goods
and technologies of which the import or export is subject to restrictions or prohibitions.

The authority responsible for foreign trade under the State Council independently or in conjunction with other relevant authorities
under the State Council may, with the approval from the State Council, decide, on a temporary basis, to impose restrictions or prohibitions
on the import or export of goods and technologies not included in the list provided in the above paragraph within the meaning of
Article 16 and Article 17 in this Law.

Article 19

Goods subject to import or export restriction shall be subject to quota and/or licensing control; technologies whose import or export
is restricted shall be subject to licensing control.

Import or export of any goods and technologies subject to quota and/or licensing control will be effected only with the approval of
the authorities responsible for foreign trade under the State Council or the joint approval of the foregoing authorities and other
relevant authorities under the State Council in compliance with the provisions of the State Council.

Certain imported goods may be subject to tariff rate quota control.

Article 20

Quotas and tariff rate quotas of the imported and exported goods shall be distributed on the principles of transparency, equity, impartiality
and efficiency by the authority responsible for foreign trade under the State Council or the relevant authorities under the State
Council within their respective responsibilities. Specific measures for the distribution shall be laid down by the State Council.

Article 21

The state shall implement the commodity assessment system in a uniform manner and in accordance with the provisions of relevant laws
and administrative regulations carry out certification, inspection or quarantine in respect of imported and exported commodities.

Article 22

The state shall implement origin management in respect of the imported and exported goods. Specific measures thererfor shall be laid
down by the State Council.

Article 23

Where the import or export of cultural relics, wildlife animals, plants and the products thereof are prohibited or restricted by other
laws or administrative regulations, the provisions of relevant laws and regulations shall be observed.

Chapter 4 International Trade in Services

Article 24

In respect of international trade in services, the People’s Republic of China shall, in accordance with the commitments made in international
treaties or agreements to which the People’s Republic of China is a contracting party or a participating party, grant the other contracting
parties or participating parties market access and national treatment.

Article 25

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, pursuant to provisions of this Law and other laws and administrative regulations, administer the international trade
in services.

Article 26

The State may impose restrictions and prohibitions on the international trade in services for the reasons that:

(1)

restrictions or prohibitions are needed to safeguard the state security, public interests or public morals,

(2)

restrictions or prohibitions are needed to protect the human health or security, the animals and plants life or health or the environment,

(3)

restrictions are needed to establish or accelerate the establishment of a particular domestic service industry,

(4)

restrictions are needed to maintain the balance of international payment of the state,

(5)

restrictions or prohibitions are needed as laws and administrative regulations so provide, or

(6)

restrictions or prohibitions are needed as the international treaties or agreements to which the state is a contracting party or a
participating party so require.

Article 27

The State may, in the case of military-related international trade in services, as well as the international trade in services relating
to fissionable and fissionable materials or the materials form which they are derived, take any measures as necessary to safeguard
the state security.

The state may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect
of international trade in services.

Article 28

The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State
Council shall, in accordance with the provisions of Articles 26 and 27 in this Law and other relevant laws and administrative regulations,
determine, adjust and publish the market access list of international trade in services.

Chapter 5 Protection of Trade-Related Aspects of Intellectual Property Rights

Article 29

The State shall, in accordance with laws and administrative regulations relevant to intellectual property rights, protect trade-related
aspects of intellectual property rights.

Where the imported goods infringe intellectual property rights and impair foreign trade order, the authority responsible for foreign
trade under the State Council may take such measures as prohibiting the import of the relevant goods from being produced or sold
by the infringer within a certain period.

Article 30

Where the intellectual property right owner is involved in any one of such practices as preventing the licensee form challenging the
validity of the intellectual property right in the licensing contract, conducting coercive package licensing or incorporating exclusive
grantback conditions in the licensing contract, which impairs the fair competition order of foreign trade, the authority responsible
for foreign trade under the State Council may take measures as necessary to eliminate such impairment.

Article 31

If other countries or regions do not grant the legal persons, other organizations and individual from the People’s Republic of China
national treatment in respect of the protection of intellectual property rights, or cannot provide adequate and effective protection
of intellectual property rights for the goods, technologies or services from the People’s Republic of China, the authority responsible
for foreign trade under the State Council may, in accordance with the provisions of this Law and other relevant laws and administrative
regulations and the international treaties or agreements to which the People’s Republic of China is a contracting party or a participating
party, take measures as necessary in respect of the trade with the country or region in question.

Chapter 6 Foreign Trade Order

Article 32

In foreign trade dealings, monopolistic behavior in violation of relevant provisions of anti-monopoly laws and administrative regulations
is not allowed.

In foreign trade dealings, any monopolistic behavior with the effect of eliminating market fair competition shall be disposed of in
accordance with relevant provisions of anti-monopoly laws and administrative regulations. Where any activities in violation of laws
set forth in the former paragraph occur with the effect of impairing foreign trade order, the authority responsible for foreign trade
under the State Council may take measures as necessary to eliminate the impairment.

Article 33

In foreign trade activities, such unfair competition activities as selling the products at unreasonable low prices, colluding with
each other in a tender, producing and releasing false advertisements and conducting commercial bribery and others like are not allowed.

Any unfair competitive practice conducted in the foreign trade activities shall be disposed of in accordance with relevant laws and
administrative regulations against unfair competition.

Where any illegal activities as provided in the previous paragraph occur with the effect of impairing foreign trade order, the authority
responsible for foreign trade under the State Council may take such measures as prohibiting the dealer from importing and exporting
relevant goods and technologies to eliminate the impairment.

Article 34

The following practices are not allowed in foreign trade activities:

(1)

forgery, distortion of origin marks of the imported and exported goods; forgery, distortion or trading of origin certificates of imported
or exported goods, import and export licenses, certificates of import and export quota or any other certificate for import and export;

(2)

defrauding the State of the refunded tax on exports;

(3)

smuggling;

(4)

evading certification, inspection and quarantine inspection as provided by laws and administrative regulations;

(5)

other activities in violation of the provisions of laws and administrative regulations.

Article 35

In foreign trade activities, foreign trade dealers shall act in compliance with relevant provisions of foreign exchange administration
of the state.

Article 36

The authority responsible for foreign trade under the State Council may give a notice to the public the activities in violation of
this Law for impairing foreign trade order.

Chapter 7 Foreign Trade Investigation

Article 37

In order to maintain the foreign trade order, the authority responsible for foreign trade under the State Council may carry out investigations
on the following matters in accordance with laws and administrative regulations at its disposal or in conjunction with other relevant
administrations:

(1)

the impact on the domestic industry as well as the competitive strengths of import and export of goods, import and export of technologies
and international trade in services;

(2)

trade barriers of relevant countries or regions;

(3)

matters needed to be investigated on in order to determine whether such foreign trade remedies as anti-dumping, countervailing or
safeguard measures shall be taken;

(4)

activities that circumvent foreign trade remedies;

(5)

matters in relation to state security in foreign trade;

(6)

matters needed to be investigated on in order to enforce the provisions of Articles 7, 29(2),30,31,32(3) and 33(3).

(7)

Other matters which may have impact on foreign trade order and need to be investigated on.

Article 38

The authority responsible for foreign trade shall give a notice in case of initiating foreign trade investigations.

The investigation may take the form of questionnaires in writing, hearings, on-the-spot investigations, entrusted investigations and
otherwise.

The authority responsible for foreign trade under the State Council shall, on the basis of the findings, submit investigation reports
or make determinations and give public notices.

Article 39

Relevant units and individuals shall provide the foreign trade investigation with cooperation and assistance.

The authority in charge of foreign trade and other authorities under the State Council as well as their staff members shall have the
obligation to keep the state secrets and business secrets known to them confidential during foreign trade investigations.

Chapter 8 Foreign Trade Remedies

Article 40

The State may take appropriate foreign trade remedies on the basis of the findings of foreign trade investigation.

Article 41

Where a product from other countries or regions is dumped into the domestic market at a price less than its normal value and under
such conditions as to cause or threaten to cause material injury to the established domestic industries, or materially retards the
establishment of domestic industries, the State may take anti-dumping measures to eliminate or mitigate such injury, threat of injury
or retardation.

Article 42

Where the export of a product from other countries or regions to the market of a third country causes or threatens to cause material
injury to the established domestic industries, or materially retards the establishment of domestic industries, the authority responsible
for foreign trade under the State Council may, on the request of the domestic industries, carry out consultations with the government
of that third country and require it to take appropriate measures.

Article 43

Where an imported product has directly or indirectly accepts any specific subsidiary granted by the exporting country or region and
under such conditions as to cause or threaten to cause material injury to the established domestic industries, or materially retards
the establishment of related domestic industries, the State may take countervailing measures to eliminate or mitigate such injury
or threat of injury or retardation.

Article 44

Where a product is being imported in substantially increased quantities and under such conditions as to cause or threaten to cause
serious injury to the domestic industry that produces like or directly competitive products, the State may take safeguard measures
as necessary to eliminate or mitigate such injury or threat of injury and provide the industry concerned with necessary support.

Article 45

Where the increase of services provided to China by the service suppliers from other countries or regions causes or threatens to cause
injury to the domestic industries that provide like or directly competitive services, the State may take remedies as necessary to
eliminate or mitigate such injury or threat of injury and provide such industry with necessary support.

Article 46

Where the restriction imposed by a third country on the import of a certain product causes the increase in quantities of such product
imported into the domestic market and under such conditions as to cause or threaten to cause injury to the established domestic industry,
or materially retards the establishment of related domestic industries, the state may take remedies as necessary to restrict the
import of the product concerned.

Article 47

Where any country or region that enters into or participate in the economic and trade treaties or agreements with the People’s Republic
of China deprives the People’s Republic of China of or impairs her interests under such treaties or agreements, or hinders realization
of the object of such treaties or agreements, the People’s Republic of China has the right to request the relevant country or region
to take appropriate remedies and has the right to suspend or terminate its performance of relevant obligations in compliance with
relevant treaties and agreements.

Article 48

The authority responsible for foreign trade under the State Council shall carry out bilateral or multilateral foreign trade consultations,
negotiations and settle disputes in accordance with this Law and other relevant laws.

Article 49

The authority responsible for foreign trade under the State Council and the other relevant authorities under the State Council shall
establish the pre-warning and emergency system for import and export of goods, import and export of technologies and international
trade in services so as to cope with the unexpected and unusual situations in foreign trade for the purpose of safeguarding the economic
security of the State.

Article 50

The State may take necessary anti-circumvention measures against the activities circumventing the foreign trade remedies provided
under this Law.

Chapter 9 Foreign Trade Promotion

Article 51

The State formulates foreign trade expansion strategies, establishes and improves the foreign trade promotion mechanism.

Article 52

The State shall establish and improve financial institutions for foreign trade and establish funds for foreign trade development and
risk as the development of foreign trade requires.

Article 53

The State may take such measures as import and export credit, export credit insurance, export tax refund and other foreign trade promotion
measures for the purpose of developing foreign trade.

Article 54

The State establishes the foreign trade public information service system, providing foreign trade dealers and the public with information
services.

Article 55

The State shall take measures to encourage foreign trade dealer to explore international market, and develop foreign trade by adopting
various forms such as foreign investment, foreign contract of construction project and foreign labor cooperation.

Article 56

Foreign trade dealers may organize or participate in relevant associations or chambers of commerce for importers and exporters in
accordance with the law.

Relevant associations or chambers of commerce shall abide by relevant laws and regulations, provide in compliance with their articles
of association their members with foreign trade related services in aspects of manufacturing, marketing, information and training,
play a positive role in coordination and self-discipline, submit applications for relevant foreign trade remedies, safeguard the
interests of their members and the industry, report to the relevant authorities the suggestions of their members with respect to
foreign trade promotion, and actively promote foreign trade.

Article 57

The organization for the promotion of international trade in China shall, in accordance with its articles of association, engage in
developing foreign trade relations, sponsoring exhibitions, providing information and advisory services and carry out other foreign
trade promotion activities.

Article 58

The State shall support and facilitate the foreign trade carried out by small and medium-sized enterprises with small or middle scale.

Article 59

The State shall support and promote the development of foreign trade in national autonomous areas and economically under-developed
areas.

Chapter 10 Legal Liabilities

Article 60

Anyone who imports or exports the goods subject to the state trading without authorization in violation of Article 11 of this Law
may be imposed on a fine of not more than RMB 50,000 yuan by the authority responsible for foreign trade under the State Council
or other authorities under the State Council; if the circumstances are serious, the aforesaid authorities may refuse to accept the
application submitted by the trade dealer in violation of laws for carrying out imports or exports of the goods subject to state
trading within three years from the date the administrative sanction decision takes effect or may withdraw the granted authorization
of import and export of goods subject to state trading.

Article 61

Anyone who imports and exports the goods of which import and export is prohibited, or imports and exports the goods of which import
and export is restricted without authorization shall be disposed of and punished by the Customs in accordance with relevant laws
and administrative regulations; if the case constitutes a crime, he shall be prosecuted for criminal liabilities in accordance with
the law.

Anyone who imports and exports the technologies of which import and export is prohibited, or imports and exports the technologies
of which import and export is restricted without authorization shall be disposed of and punished in accordance with relevant laws
and regulations; Where no laws or regulations are available to apply to such activities, the authority responsible for foreign trade
under the State Council shall order him to make a rectification, confiscate the illegal proceeds and impose a fine from one to five
times the amount of the illegal gains. If there are no illegal proceeds or the illegal proceeds are less than RMB 10,000 yuan, a
fine from RMB 10,000 yuan to RMB 50,000 yuan shall be imposed; if the case constitutes a crime, he shall be prosecuted for criminal
liabilities in accordance with the law.

The authority responsible for foreign trade under the State Council and other relevant authorities under the State Council may, from
the date when the administrative sanction decision or criminal penalty judgment takes effect as provided in paragraphs 1 and 2 of
this Article, refuse the applications for import and export quotas or licenses submitted by the law-breaker, or prohibit the law-breaker
from engaging in the import and export of relevant goods and technologies within a period from one to three years.

Article 62

Anyone who engages in the international trade in services subject to prohibition or engages in international trade in services subject
to restriction without authorization shall be disposed of and punished in accordance relevant laws and administrative regulations;
Where no laws or regulations are available to apply to such activities, the authority responsible for foreign trade under the State
Council shall order him to make a rectification, confiscate the illegal gains and impose a fine from one to five times the amount
of the illegal proceeds. If there are no illegal proceeds or the illegal proceeds are less than RMB 10,000 yuan, a fine from RMB
10,000 yuan to RMB 50,000 yuan shall be imposed; if the case constitutes a crime, he shall be prosecuted for criminal liabilities
in accordance with the law.

The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or
criminal penalty judgment takes effect as provided in the previous paragraph of this Article, prohibit the law-breaker from engaging
in relevant international trade in services within a period from one to three years.

Article 63

Anyone who acts in violation of the provision of Article 34 of this Law shall be punished in accordance with relevant laws and administrative
regulations; if the case constitutes a crime, he shall be prosecuted for criminal liabilities in accordance with the law.

The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or
criminal penalty judgment takes effect as provided in the

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ON APPROVING THE CONVENTION FOR THE SAFEGUARDING OF INTANGIBLE CULTURAL HERITAGE

Standing Committee of the National People’s Congress

Decision of the Standing Committee of the National People’s Congress on Approving the Convention for the Safeguarding of Intangible
Cultural Heritage

Adopted on August 28th, 2004

The 11th Session of the Standing Committee of the Tenth National People’s Congress decides to ratify the Convention for the Safeguarding
of Intangible Cultural Heritage, which was adopted at the 32nd meeting of the United Nations Educational, Scientific and Cultural
Organization on November 3rd, 2003; and states simultaneously that the Convention for the Safeguarding of Intangible Cultural Heritage
is not applicable to Hong Kong Special Administrative Region of the People’s Republic of China temporarily before additional notice
is made by the Government of the People’s Republic of China.

Standing Committee of the National People’s Congress
2004-08-28

SYSTEM OF REPORTING COUNTRY INVESTMENT AND OPERATION OBSTACLES

Ministry of Commerce

Ministry of Commerce Circular on Printing and Distributing the System of Reporting Country Investment and Operation Obstacles

The competent commercial departments of all provinces, autonomous regions or municipalities directly under the Central Government
and all specifically designated cities in the state plan, all central enterprises and all economic and commercial agencies in foreign
countries;

For the purpose of having a good grasp of the overall situation of and problems encountered in the overseas investment and operations
by Chinese enterprises, handling well the work of follow-up administration of overseas investment, strengthening the macro coordination
and guidance, protecting the lawful rights and interests of investors and promoting the development of overseas investment, we hereby
print and distribute the System of Reporting Country Investment and Operation Obstacles to you, please implement it accordingly.

Ministry of Commerce

November 11, 2004

System of Reporting Country Investment and Operation Obstacles

Chapter I Goal of Establishment of the System

Article 1

For the purpose of accelerating the implementation of the “going abroad” strategy, handling well the work of follow-up administration
of and service for overseas investment and operations, protecting the lawful rights and interests of investors, building a good environment
and promoting the development of overseas investment, this System is formulated in accordance with the Foreign Trade Law, the Interim
Rules for Foreign Trade Barriers Investigation and other relevant provisions.

Article 2

The system of reporting country investment and operation obstacles means that the Chinese economic and commercial agencies, chambers
of commerce and enterprises in foreign countries shall, on an annual basis or irregular basis, report various obstacles, barriers
and related problems encountered by the Chinese-capital enterprises in their investment and operations in the host countries (regions),
and these reports shall serve as one of the bases for the annual Foreign Market Access Reports as issued by the Ministry of Commerce
and are for the domestic administrative departments’ and other relevant departments’ reference; the domestic departments concerned
shall, on the basis of the overall follow-up and understanding of the various problems encountered by the Chinese enterprises in
their overseas investment and operations, safeguard the lawful rights and interests of Chinese enterprises through multilateral or
bilateral mechanisms.

Chapter II Reporting Subjects

Article 3

The reporting subjects shall be all economic and commercial agencies in foreign countries, chambers of commerce and associations of
overseas Chinese-capital enterprises, overseas Chinese-capital enterprises and their branches (hereinafter referred to as “Chinese-capital
enterprises”) and their domestic investors, who shall submit reports to the Ministry of Commerce as required.

Article 4

Each economic and commercial agency in foreign countries and each chamber of commerce or association of overseas Chinese-capital enterprises
shall regularly organize the Chinese-capital enterprises to make exchanges and discussions with regard to the particulars required
to be reported, solicit opinions from the Chinese-capital enterprises in full swing, and seriously implement the reporting system
by submitting to the Ministry of Commerce reports as required on the problems encountered by the Chinese enterprises in their overseas
investment and operations in the current year prior to December 31 of each year. In the case of any serious circumstance, the report
thereon shall be submitted immediately (for the format of such report, have reference to Attachment 1).

Article 5

The overseas Chinese-capital enterprises and their domestic investors may, in combination with the problems encountered in their overseas
investment and operations, submit reports with regard to any or some items as required to be reported at any time or irregularly
(for the format of such report, have reference to Attachment 2).

Article 6

The reports shall be prepared and issued with signatures.

Chapter III Main Particulars to Be Reported

Article 7

The reports shall exactly reflect the actual situation of and problems encountered in the investment and operations and trade in service
(including project contracting, service cooperation and designing consultancy) by the Chinese enterprises in the host countries (regions).

(1)

Overall situation of the investment and operations of Chinese-capital enterprises

(a)

overall information about the number, investment scale, sectoral distribution, operation results and other overall situations of and
problems generally encountered by Chinese-capital enterprises; and

(b)

brief account of major investment projects of Chinese-capital enterprises, including the names of the enterprises and of the domestic
investors of such enterprises (in the case of reinvestment via a third country or region, a note shall be stated), investment scale
and type, principal business and products, operation performance and major difficulties and problems.

(2)

Investment environment obstacles and risks

(a)

any law or regulation of the host country unfavorable to Chinese investment;

(b)

non-operational obstacles and risks in the host country, which cause cost burden to the operation of the enterprises, such as problems
in the public security and safety, enterprises’ credit, trade union, strike, government honesty, the public attitude toward foreign-capital
enterprises, and public holidays; and

(c)

any shortcoming or deficiency of the host country in supply or pricing of transport, water, electricity, gas or communications that
may adversely affect the investment and operations of the enterprises.

(3)

Barriers to investment and trade in service

The following measures that the host country implements or permits to be implemented in violation of any of the relevant multilateral
or bilateral agreements and that will or are likely to be inequitable obstacles or damage to or restriction of the investment and
operations or trade in service by Chinese enterprises:

(a)

barriers to access, such as any inequitable restriction of the inflow of Chinese investment, failure of any WTO member to fulfill
its commitment to open certain sectors to Chinese investment; or in the case of bidding for an engineering project, the government’s
requiring that a Chinese company must make a joint bid with a local enterprise or commit to have a local company as its subcontractor;

(b)

barriers to operations, such as any inequitable restriction on the operating activities of the Chinese-capital enterprises in terms
of production, supply, sale, human resources, finance and materials etc, reluctance to give employment visa and non-transparency
or overelaborate formalities in the government’s working procedure; and

(c)

barriers to withdrawal, such as restrictions on withdrawal of Chinese investment or remittance-out of profits of the Chinese-capital
enterprises.

(4)

Proposals on corresponding measures

Proposals of the reporting subjects on measures for dealing with the above-mentioned problems, obstacles and investment barriers.

Chapter IV Submission and Publication of the Reports

Article 8

The reports shall be submitted to the Ministry of Commerce (the Cooperation Department, departments of the relevant regions and the
Bureau of Fair Trade) in written form or through the Internet.

The institutions with necessary conditions shall submit their reports by making use of administrative affairs information communication
processing system of the Ministry of Commerce, or directly fill out and send the forms of Reports on Country Investment and Operation
Obstacles on the sub-website of cooperation guidance of the website of the Ministry of Commerce (www.mofcom.gov.cn), or submit their
reports by e-mailing (Processing Division of the Cooperation Department: hzjg@mofcom.gov.cn; Barriers Investigation Division of the
Bureau of Fair Trade: boft_tbi@mofcom.gov.cn).

Article 9

On the premise that the interests and trade secrets of the relevant enterprises shall be protected, the Ministry of Commerce shall
regularly publish the relevant particulars of the reports in the form of Country Trade Investment Environment Reports or in other
forms, pay close attention to the investment environment of the host countries and call the potential investing enterprises’ attention
to the avoidance of risks.

Chapter V Problem-resolving Mechanism

Article 10

Ministry of Commerce shall, after receipt of the reports, based on the reports and in conjunction with the relevant departments, exchange
information and make consultations and set forth comments and resolving measures.

Article 11

The reported problems shall be negotiated through exchange of visits by high-level personnel, bilateral mixed commissions of economic
relations of trade or any other diplomatic channel so as to help the enterprises resolve the problems in a quick manner.

Article 12

If any reported problem involves any barrier to investment or trade in service, the Ministry of Commerce may conduct investigations
thereon in accordance with the Interim Rules for Foreign Trade Barriers Investigation.

Chapter VI Supplementary Provisions

Article 13

The right to interpret this System shall reside in the Ministry of Commerce.

Article 14

This System shall be implemented as of the date of promulgation.

Attachments:

Form of Reports by Economic and Commercial Agencies and Chambers of Commerce and Associations of Chinese-capital Enterprises in Foreign
Countries on Country (Region) Investment and Operation Obstacles (omitted)

Form of Reports by Chinese-capital Enterprises and Their Domestic Investors on Country (Region) Investment and Operation Obstacles
(omitted)

Ministry of Commerce
2004-11-11

AUDIT LAW OF THE PEOPLE’S REPUBLIC OF CHINA

the Standing Committee of the National People’s Congress

Audit Law of the People’s Republic of China

(Adopted at the Ninth Meeting of the Standing Committee of the Eighth National People’s Congress on August 31, 1994, and amended in
accordance with the Decision on Amending the Audit Law of the People’s Republic of China at the 20th meeting of the Standing Committee
of the 10th National People’s Congress of the People’s Republic of China on February 28, 2006)

ContentsChapter I General Provisions

Chapter II Auditing Organs and Auditors

Chapter III Functions and Responsibilities of Auditing Organs

Chapter IV Limits of Power of Auditing Organs

Chapter V Audit Procedures

Chapter VI Legal Liabilities

Chapter VII Supplementary Provisions

Chapter I General Provisions

Article 1

In order to strengthen the audit supervision of the State, maintain the fiscal and economic order of the State, enhance the efficiency
in using fiscal capital, promote the construction of a clean government and ensure the sound development of national economy and
the society, this Law is formulated in the light of the Constitution.

Article 2

The State shall carry out an audit supervision system. Auditing organs shall be set up by the State Council and the local people’s
governments at or above the county level.

The government revenues and expenditures of all the departments of the State Council, of the local people’s governments at all levels
and their departments, the financial revenues and expenditures of State-owned financial institutions, enterprises and public institutions,
as well as other government revenues and expenditures and financial revenues and expenditures that should be audited in the light
of this Law shall be taken the audit supervision in the light of the provisions prescribed in this Law.

Auditing organs shall implement audit supervision over the authenticity, legality and effectiveness of the government revenues and
expenditures or financial revenues and expenditures specified in the preceding Paragraph.

Article 3

Auditing organs shall implement audit supervision in the light of the functions and procedures prescribed in the law.

An auditing organ shall make audit evaluation in accordance with the laws and regulations on government revenues and expenditures
and financial revenues and expenditures as well as other relative provisions of the State, and shall make an audit decision under
its statutory authorities.

Article 4

The State Council and the local people’s government at or above the county level shall annually put forward to the standing committee
of the people’s congress at the same level an audit work report of the auditing organ on budget implementation and other government
revenues and expenditures. An audit work report shall put stress on the audit of budget implementation. When necessary, the standing
committee of the people’s congress may make a resolution on the audit work report.

The State Council and the local people’s government at or above the county level shall hand in a report to the standing committee
of the people’s congress at the same level about the correction of the problems found out in the audit work report and the handling
results.

Article 5

Auditing organs shall independently exercise their power of audit supervision in the light of the law, and not be interfered by any
administrative organ, social organization or individual.

Article 6

When conducting audit matters, auditing organs and auditors shall be objective and fair, practical and realistic, clean and devoted,
and shall keep secrets to themselves.

Chapter II Auditing Organs and Auditors

Article 7

The National Audit Office shall be set up by the State Council to be responsible for the audit work all over the country under the
leadership of the Premier of the State Council. The Auditor-General shall be the administrative leader of the National Audit Office.

Article 8

The auditing organs of the people’s governments of the provinces, autonomous regions, municipalities directly under the Central Government,
cities divided into districts, autonomous prefectures, counties, autonomous counties, cities not divided into districts, and districts
under the jurisdiction of cities shall be responsible for the audit work in their respective administrative areas under the respective
leadership of the governor of the provinces, chairman of the autonomous regions, mayors, head of prefectures, counties and districts,
as well as under the leadership of auditing organs at the next higher levels.

Article 9

Local auditing organs at all levels shall be responsible for reporting their work to the people’s governments at the same levels and
the auditing organs at the next higher level, and their audit work shall be chiefly under the direction of the auditing organs at
the next higher level.

Article 10

In accordance with the requirements for the work, an auditing organ may, upon the approval of the people’s government at the same
level, set up dispatched offices under its audit jurisdiction.

The dispatched organs shall implement the audit work upon the strength of the authorization granted by the auditing organ.

Article 11

The funds necessary for auditing organs to implement their functions shall be included into the government budgets and be guaranteed
by the people’s government at the same level.

Article 12

Auditors shall possess the professional knowledge and ability suitable for the audit work they are engaged in.

Article 13

An auditor shall withdraw if he has interests with the entity under audit or the audited items in conducting audit matters.

Article 14

An auditor shall have the responsibility for keeping to themselves the State secrets and the business secrets of the entity being
audited he has access to when carrying out his functions.

Article 15

An auditor shall be protected by law when carrying out his functions in the light of the law.

No organization or individual may refuse or obstruct auditors’ performance of their functions in the light of the law, or retaliate
against auditors.

The persons-in-charge of the auditing organs shall be appointed or dismissed in the light of statutory procedures. None of them may
be dismissed or replaced at random unless they carry out illegal activities, neglect their duties, or are no longer qualified to
their posts.

It is necessary to solicit the opinions of the auditing organ at the next higher level before the persons in-charge of the local auditing
organ at any level are appointed or dismissed,.

Chapter III Functions and Responsibilities of Auditing Organs

Article 16

The auditing organs shall carry out audit supervision over the budget implementation, final settlement of accounts as well as other
government revenues and expenditures of all the other departments (including subordinate organs) at the same level and of the governments
at lower levels.

Article 17

Under the leadership of the Premier of the State Council, the National Audit Office shall carry out audit supervision over the implementation
of the central budget and other government revenues and expenditures, and hand in a report of audit results to the Premier.

Under the respective leadership of the governor of the province, chairman of the autonomous region, mayor, head of the county and
head of the district as well as the leadership of the auditing organ at the next higher level, the local auditing organ at any level
shall carry out audit supervision over the budget implementation and other government revenues and expenditures of the same level,
and hand in a report of audit results to the people’s government at the same level and the auditing organ at the next higher level.

Article 18

The National Audit Office shall carry out audit supervision over the financial revenues and expenditures of the Central Bank.

Auditing organs shall carry out audit supervision over the assets, liabilities, profits and losses of State-owned financial institutions.

Article 19

Auditing organs shall carry out audit supervision over the financial revenues and expenditures of public institutions of the State
and other public organizations using fiscal capital.

Article 20

Auditing organs shall carry out audit supervision over the assets, liabilities, profits and losses of the State- owned enterprises.

Article 21

The audit supervision over the enterprises and financial institutions in which the State-owned assets play a controlling or leading
role shall be formulated by the State Council.

Article 22

Auditing organs shall carry out audit supervision over the budget implementation and final settlement of accounts relating for the
construction projects invested or mainly invested by the government.

Article 23

Auditing organs shall carry out audit supervision over the financial revenues and expenditures of the social security funds, funds
from public donations and other relevant funds and capital managed by the government department or by any other entity upon authorization
of the government department.

Article 24

Auditing organs shall carry out audit supervision over the financial revenues and expenditures of projects with aids or loans offered
by international organizations or governments of other countries.

Article 25

In accordance with the relative provision of the State, auditing organs shall carry out audit supervision over the principal responsible
persons of the state organs and other entities under the audit supervision of the auditing organ for their performance of economic
liabilities of government revenues and expenditures, financial revenues and expenditures, and other economic activities for their
respective regions, departments or entities during their tenure of office.

Article 26

Other than the audit matters as prescribed in this Law, auditing organs shall, in the light of the provisions prescribed in this Law
as well as relative laws and administrative regulations, carry out audit supervision over the matters that should be audited by auditing
organs as formulated in other laws or administrative regulations.

Article 27

For particular matters relating to the State revenues and expenditures, auditing organs shall have the power to make special audit
investigations to relevant regions, departments or entities, and shall hand in a report about the audit investigation results to
the people’s governments at the same levels and the auditing organs at the next higher levels.

Article 28

Auditing organs shall make a determination on their audit jurisdiction in the light of the subordination of fiscal and financial affairs
or the State-owned asset supervisory and managerial relation of the entity under audit.

If there is any dispute over audit jurisdiction between auditing organs, the auditing organ superior to both parties shall make a
determination on the matter.

Auditing organs at higher levels may authorize auditing organs at lower levels to audit the matters under the audit jurisdiction of
the former and specified in Paragraph 2 of Article 18 through Article 25 in this Law. Auditing organs at higher levels may directly
give audits on the major matters under the jurisdiction of auditing organs at lower levels. However, unnecessary repetitive audits
shall be avoided.

Article 29

The entities under audit supervision of auditing organs shall set up and perfect their internal auditing systems in the light of the
relative provisions of the State. And their internal auditing work shall be professionally guided and supervised by the auditing
organs.

Article 30

If an entity is subject to audit supervision of a social auditing organ, the auditing organ shall have the right to examine the relative
audit reports issued by the aforesaid social auditing organ in accordance with the provisions of the State Council.

Chapter IV Limits of Power of Auditing Organs

Article 31

In accordance with the provisions of the auditing organ, the auditing organs shall have the right to order an entity under audit to
submit the budget or plan on financial revenues and expenditures, budget implementation, final settlement of accounts, financial
accounting reports, electronic data on government or financial revenues and expenditures stored and processed by computers and necessary
computer technical documents, the information about the account opening at financial institutions, the audit reports issued by the
social auditing organs as well as other materials about government or financial revenues and expenditures. The entity under audit
shall not refuse or delay to submit reports or give a false report.

The person in-charge of an entity under audit shall be responsible for the authenticity and integrity of the financial accounting
materials offered by his/her own entity.

Article 32

Auditing organs shall, during the course of audit, be enpost_titled to examine accounting vouchers, accounting books, financial accounting
reports, the electronic data system of government or financial revenues and expenditures operated by computers as well as other materials
and assets about government or financial revenues and expenditures. And the entity under audit shall not refuse to submit them.

Article 33

Auditing organs shall, when conducting audits, have the power to make investigations to relative entities or individuals concerning
audit matters and obtain relative certification materials. The entities and individuals concerned shall support and assist the auditing
organs in their work by providing them with truthful information and relative certification materials.

Auditing organs shall have the right to inquire about the account of an entity under audit at the financial institution upon the approval
of the person in-charge of the auditing organ of the people’s government at or above the county level.

If the auditing organ have any evidence that an entity under audit deposits public money in the name of individuals, it shall have
the right to make investigations on the deposits of the entity being audited in the name of individuals at the financial institution
upon the approval of the person in-charge of the auditing organ of the people’s government at or above the county level.

Article 34

When being audited by an auditing organ, the entity shall not transfer, conceal, alter or destroy any of its accounting vouchers,
accounting books, financial accounting reports and other materials about fiscal or financial revenues and expenditures, nor shall
it transfer or conceal any of the assets it obtained violating the provisions of the State.

Where an entity being audited violates the preceding Paragraph, the auditing organ shall have the right to prevent it, and, when necessary
and upon approval of the person in-charge of the auditing organ of the people’s government at or above the county level, the auditing
organ shall have the right to seal up the relative materials and the assets obtained violating the provisions of the State. If the
auditing organ needs to freeze the relative deposits at the financial institution, it shall hand in an application to the people’s
court.

Where an entity under audit is carrying out any act concerning government or financial revenues and expenditures violating the provisions
of the State, the auditing organ shall have the right to prevent it. If it is invalid to prevent, the auditing organ shall, upon
approval of the person-in-charge of the auditing organ of the people’s government at or above the county level, inform the fiscal
department and the competent authorities to suspend the allocation of money directly pertinent to the act of government or financial
revenues and expenditures violating the provisions of the State; if the aforesaid money has been allocated, the use thereof shall
be suspended.

When implementing the measures as prescribed in the preceding two paragraphs, an auditing organ shall not cause effect on the lawful
business operations or production and management activities of the entity being audited.

Article 35

If any auditing organ believes that the provisions of the competent departments at any higher levels on government revenues and expenditures
or financial revenues and expenditures carried out by the entity under audit in contradiction with any of the laws or administrative
regulations, it shall make a suggestion to the competent departments concerned to make rectifications. If the competent departments
concerned fail to make rectifications, the auditing organs shall submit the matter to the relevant organs for disposition.

Article 36

Auditing organs may notify the relative government departments of their audit results or make such results public.

When circulating or making public audit results, auditing organs shall keep to themselves on the State secrets and business secrets
of the entities being audited in the light of the law and complying with the relative provisions prescribed by the State Council.

Chapter V Audit Procedures

Article 37

When performing the duty of audit supervision, an auditing organ may request assistance from the administrative department of public
security, supervision, public finance, taxation, customs, price or industry and commerce.

Article 38

An auditing organ shall set up an audit team in accordance with the audit matters as ascertained in the plan on audit, and shall,
within 3 days before the audit implementation, send an audit notice to the entity to be audited. In the case of any special circumstance,
the auditing organ may, upon approval of the people’s government at the same level, directly implement the audit upon the strength
of the audit notice.

The entities being audited shall cooperate with the auditing organs in their work and offer necessary work conditions.

Auditing organs shall improve the efficiency of their audit work.

Article 39

The auditors shall implement their audit and obtain the certification materials by auditing accounting vouchers, accounting books
and financial accounting reports, consulting the documents and materials pertinent to audit matters, examining the cash, physical
objects and securities, and making investigations on the entities or individuals concerned.

When making investigations on entities and individuals concerned, the auditors shall show their work certificates and photocopies
of audit notices.

Article 40

After an audit to the auditing matters, an audit team shall hand in an audit report to the auditing organ. Prior to handing in the
audit report, the audit team shall solicit the opinions of the entity being audited. The entity being audited shall, within ten days
as of the receipt of the audit report of the audit team, hand in its opinions in written form to the audit team. The audit team shall
hand in the aforesaid written opinions together with the audit report to the auditing organ.

Article 41

An auditing organ shall review the audit report handed in by the audit team in accordance with the procedures prescribed by the National
Audit Office, and present an audit report of its own after concurrently studying the opinions of the entity being audited about the
audit report delivered by the audit team. It shall, under its statutory jurisdiction, make a decision on audit or give its suggestions
on disposition and punishment to the relevant competent authorities for an act of fiscal or financial revenues and expenditures violating
the provisions of the State that deserves disposition or punishment.

An auditing organ shall serve the audit report and audit decision of its own to the entity being audited and the relevant competent
organ or entity. The audit decision shall go into effect as of the date of service.

Article 42

If an auditing organ at a higher level considers that an audit decision made by an auditing organ at a lower level has violated the
relative provisions of the State, it may order the auditing organ at the lower level to make alteration or cancellation on the aforesaid
decision, and may directly make a decision on alteration or cancellation when it is necessary.

Chapter VI Legal Liabilities

Article 43

If an entity under audit violating any provisions prescribed in this Law by refusing or delaying the provision of the materials about
audit matters, providing untrue or incomplete materials, or refusing or impeding the inspection, it shall be ordered to make corrections,
given a criticism by circulating a notice and given a warning by the auditing organ. If the entity under audit refuses to make corrections,
it shall be called to account in accordance with the law.

Article 44

Where an entity being audited violating the provisions prescribed in this Law by transferring, concealing, altering or destroying
any accounting vouchers, accounting accounts, financial accounting reports or other materials pertinent to government or financial
revenues and expenditures, or transferring or concealing the assets obtained by violating the provisions of the State, and if the
auditing organ considers that the principal and other persons held to be directly responsible should be given sanctions, the auditing
organ shall give suggestions for punishment. The entity being audited or the organ at the higher level and the supervisory organ
shall make a decision in a timely manner, and notify the result to the auditing organ in written form. If a crime is constituted,
the entity being audited shall be called to account in accordance with the law.

Article 45

Where any other department (including subordinate entities) at the same level or the government at the lower level commits the acts
against the budget or other acts of government revenues and expenditures against the provisions of the State, the auditing organ,
the people’s government or the relevant competent authorities shall, under its statutory authorities and in the light of the laws
and administrative regulations, take the following measures on the basis of the specific situation:

(1)

Ordering it to pay the money that should be turned over within the time limit;

(2)

Ordering it to return the occupied state-owned assets within the time limit;

(3)

Ordering it to refund the illegal incomes within the time limit;

(4)

Ordering to handle the matter in the light of the relative provisions in the unified national accounting system; and

(5)

Other measures.

Article 46

Where an entity being audited commits the acts of financial revenues and expenditures by violating the provisions of the State, the
auditing organ, the people’s government or the relevant competent authorities shall, under its statutory jurisdiction and in the
light of the laws and administrative regulations, take measures prescribed in the preceding Article on the basis of the specific
situation, and may impose punishments on the entity being audited in the light of law.

Article 47

The entity being audited shall carry out the decision made by the auditing organ under its statutory jurisdiction.

Where the auditing organ orders an entity being audited to pay the money that should be turned over, but the entity being audited
refuses to do so, the auditing organ shall circulate a notice to the relevant competent authorities, and the relevant competent authorities
shall, in accordance with the laws and administrative regulations, withhold the aforesaid money or take other measures, and notify
the written results to the auditing organ.

Article 48

Where an entity being audited object an audit decision on financial revenues and expenditures made by the auditing organ, it may hand
in an application for administrative reconsideration or lodge an administrative lawsuit.

Where an entity being audited object an audit decision on government revenues and expenditures made by the auditing organ, it may
request the people’s government at the same level as the auditing organ for ruling, and the ruling delivered by the people’s government
at the same level shall be final.

Article 49

Where the government or financial revenues and expenditures of an entity being audited violating the provisions of the State, the
auditing organ considers it necessary to punish the principal and other persons held to be directly responsible, it shall give suggestions
for punishment, and the entity being audited, the organ at the higher level or the supervisory organ shall make a decision in a timely
manner and notify the written results to the auditing organ.

Article 50

Where the government or financial revenues and expenditures of an entity under audit violates any of the laws or administrative regulations
and a crime is constituted, the entity being audited shall be subject to criminal liabilities.

Article 51

Anyone who retaliates or makes a false charge against the auditor shall be given sanctions; and shall be subject to criminal liabilities
if any crime is constituted.

Article 52

Where an auditor abuses his authorities, conducts malpractice out of personal considerations, neglects his duties or divulges national
secrets or business secrets he has access to, he shall be punished; and if a crime is constituted, he shall be subject to criminal
liabilities.

Chapter VII Supplementary Provisions

Article 53

The provisions on audit work of Chinese People’s Liberation Army shall be formulated by the Central Military Commission in the light
of this Law.

Article 54

This Law shall go into effect as of January 1, 1995. The Audit Regulation of the People’s Republic of China promulgated by the State
Council on November 30, 1988 shall be abolished at the same time.

the Standing Committee of the National People’s Congress
2006-02-28

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