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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:

I.

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:

1.

Catalogue for Export-rebates-abolished Commodities

2.

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:

I.

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:

1.

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:

a)

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;

b)

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

c)

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

d)

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.

2.

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:

a)

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

b)

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;

c)

Performance of information disclosure obligations of the listed company;

d)

Guaranty capability of the listed company; and

e)

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.

3.

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.

4.

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:

Tel￿￿86-10-65198747, 65198740, 65197354

Fax: 86-10-65198164, 65198497

Address: No. 82, DongAnMen St. Beijing

Postcode: 100747

Bureau of Industry Injury Investigation:

Tel￿￿86-10-85226852, 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:

1.

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.

2.

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.

3.

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.

4.

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

State Administration of Taxation

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

GuoShuiHan [2004] No. 150

January 30th, 2004

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

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

1.

Strengthening the management of the taxable documents subject to stamp tax

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

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

2.

Perfecting the measures for the regular aggregate payment of stamp tax

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

3.

Strengthening the management of the commission agents of the stamp tax

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

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

4.

Verification of the collection of stamp tax

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

(1)

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

(2)

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

(3)

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

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

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

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

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



 
State Administration of Taxation
2004-01-30

 






MEASURES FOR THE ADMINISTRATION ON FOREIGN INVESTMENT IN COMMERCIAL FIELDS

The Ministry of Commerce

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

No.8

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

Bo Xilai, Minister of the Ministry of Commerce

April 16, 2004

Measures for the Administration on Foreign Investment in Commercial Fields

Article 1

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

Article 2

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

Article 3

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

1.

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

2.

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

3.

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

4.

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

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

Article 4

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

Article 5

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

Article 6

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

Article 7

Foreign-funded commercial enterprise shall meet the following conditions:

1.

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

2.

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

3.

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

Article 8

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

1.

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

2.

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

(1)

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

(2)

The registered capital of the enterprise has been fully paid.

Article 9

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

1.

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

(1)

Retailing;

(2)

Importing of self-managed goods;

(3)

Purchasing domestic products for export; and

(4)

Other relevant businesses. And

2.

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

(1)

Wholesaling;

(2)

Commission agency (excluding auction);

(3)

Importing and exporting of goods; and

(4)

Other relevant businesses.

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

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

Article 10

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

1.

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

2.

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

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

3.

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

(1)

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

(2)

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

4.

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

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

Article 11

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

Article 12

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

1.

Application letter;

2.

Feasibility study report signed by all the investors together;

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

10.

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

11.

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

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

Article 13

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

1.

Application letter;

2.

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

3.

Feasibility study report on opening the store;

4.

Resolutions of the board of directors on opening the store;

5.

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

6.

The capital verification report of the enterprise (photocopy);

7.

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

8.

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

9.

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

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

Article 14

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

Article 15

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

Article 16

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

Article 17

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

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

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

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

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

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

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

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

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

Article 18

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

Article 19

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

Article 20

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

Article 21

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

Article 22

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

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

Article 23

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

Article 24

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

Article 25

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

1.

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

2.

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

3.

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

4.

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

5.

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

Article 26

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

Article 27

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

Article 28

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

Article 29

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



 
The Ministry of Commerce
2004-04-16

 






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

State Administration of Taxation

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

Guo Shui Fa [2004] No.117

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

In accordance with the Official Reply of the General Office of the State Council on Approving the Pilot Joint Development of Shanghai
Waigaoqiao Bonded Area and Port Zone (Guo Shui Han￿￿2003￿￿No.81), it is approved to carry out pilot joint development of Shanghai
Waigaoqiao bonded area and port zone, and, in Waigaoqiao port zone with enclosed fence, to allocate a piece of land covering an
area of 1.03 square meters as logistics zone of Waigaoqiao bonded area (hereinafter referred to as the “bonded logistics zone”).
Related tax policies to be implemented in such bonded logistics zone are hereby released as follows:

1.

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

2.

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

3.

After receiving the application filed by enterprises outside the bonded logistics zone for tax refund (exemption), the competent tax
authority shall conduct examination and verification in strict compliance with the Circular of the State Administration of Taxation
on Printing and Issuing the Interim Measures on Taxation Administration of Export Processing Zones (Guo Shui Fa￿￿2000￿￿No.155), the
Circular of the State Administration of Taxation on Tax Refund for Water, Electricity and Gas Consumed in Export Processing Zones
(Guo Shui Fa￿￿2002￿￿No.116), the Official Reply of the State Administration of Taxation on Tax Refund for Exportation of Goods and
Materials for Capital Construction in Wuhu Export Processing Zone(Guo Shui Han￿￿2004￿￿No.805)and other pertinent documents, and shall
process the tax refund application after no incompliance and incorrectness has been found in such examination and verification.

4.

With regard to the sales, export and consigned processing of goods by enterprises located in the bonded logistics zone, tax policies
applicable to such enterprises as well as tax administration shall be carried out by applying mutatis mutandis Document Guo Shui
Fa￿￿2000￿￿No.155.

5.

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

State Administration of Taxation

September 13, 2004



 
State Administration of Taxation
2004-09-13

 






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

China Banking Regulatory Commission

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

November 16, 2004

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

1.

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

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

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

2.

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

3.

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

4.

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

5.

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

6.

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

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

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



 
China Banking Regulatory Commission
2004-11-16

 






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

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

Guo Shui Fa [2006] No. 83

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

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

1.

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

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

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

2.

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

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

3.

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

State Administration of Taxation

June 8, 2006



 
State Administration of Taxation
2006-06-08

 






123...14Page 2 of 14

CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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