CIRCULAR OF THE GENERAL OFFICE OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON STRENGTHENING THE EXAMINATION AND APPROVAL OF WASTE RESTRICTED FROM IMPORT

Circular of the General Office of the State Environmental Protection Administration on Strengthening the Examination and Approval
of Waste Restricted from Import

Huan Ban [2006] No.89

The competent bureaus (departments) of environmental protection in all provinces, autonomous regions, municipalities directly under
the Central Government:

For the purpose of strengthening the administration of solid waste used as raw materials which are restricted from import (hereinafter
referred to as “imported waste”), regulating its examination and approval, putting an end to the illegal activities of reselling
import licence of solid waste at high profits and preventing environmental pollution caused by the processing and utilization of
solid waste, it is hereby notified:

To further strengthen the examination and approval of waste import ports

The competent departments of environmental protection at all levels shall strengthen the administration of waste import ports in accordance
with the Circular on Relevant Issues Concerning the Strengthening of Examination and Approval of Waste Restricted from Import (Huan
Ban [2004] No.100). They shall be examined and approved by the competent departments nearby. When examining the applications of importing
waste through coastal ports of other provinces, autonomous regions and municipalities, the competent departments in the following
21 provinces, autonomous regions and municipalities, i.e. Heilongjiang, Jilin, Inner Mongolia, Shanxi, Shaanxi, Ningxia, Gansu, Qinghai,
Xinjiang, Tibet, Sichuan, Chongqing, Yunnan, Guizhou, Hubei, Hunan, Jiangxi, Anhui, Hebei, Henan and Beijing, shall strengthen the
examination and verification of the capacity of the entities which process and utilize imported waste, their utilization record and
the feasibility of cost accounting of importing waste through remote ports; the applications shall be submitted to the State Environmental
Protection Administration only when they passed the local examinations.

II.

To further strengthen the supervision and administration of the entities which import and process waste plastics and waste hardware
and electric appliance

To make a record of the entities which utilize imported waste. As of September 1, 2006, entities which import waste plastics and waste
hardware and electric appliance shall register at local competent departments of environmental protection and fill in the Record
Form of Entities Importing Solid Waste as Raw Materials(For Trial Implementation) (See Appendix 1)

To make a record of the current utilization of imported waste. As of the beginning day of importing solid waste, the registered entities
shall keep a daily operation notebook and record exactly the importations, transportations, utilization and disposal of imported
waste (including the disposal of residues which cannot be utilized). They shall fill in the Record Form of Solid Waste Utilization
as Raw Materials (For Trial Implementation) (See Appendix 2) every quarter for key issues noted on their daily operation notebook
and submit it to the competent departments for record. They shall also preserve relevant documents for inquiry for at least 3 years.

To strengthen supervision and inspection. The competent departments of environmental protection at all levels shall strengthen the
supervision and administration of the entities which import and process waste plastics and waste hardware and electric appliance,
and conduct regular inspections on their utilizing capacity, current situation and pollution prevention measures. The municipal departments
of environmental protection shall submit to the provincial ones the record of these entities, of their current situation of utilization
and the results of supervision and inspection on them, the summary of which shall then be submitted to the State Environmental Protection
Administration.

III.

To continue to combat forgery, falsification and reselling of import licence of solid waste at high profits

To ensure that imported waste is processed and utilized in entities which have legally obtained the import licence of solid waste,
the competent departments of environmental protection at all levels, especially those of coastal cities, shall strengthen the combat
against local illegal activities of forgery, falsification and reselling of import licence of solid waste at high profits in conjunction
with local competent departments of public security, customs and quality control. Those who are confirmed to have committed illegal
activities shall take responsibilities in accordance with the law and be made known to all by announcement.

Appendix:

Record Form of Entities Importing Solid Waste as Raw Materials (For Trial Implementation)

Record Form of Solid Waste Utilization as Raw Materials (For Trial Implementation)

General Office of the State Environmental Protection Administration

August 1, 2006

General Office of the State Environmental Protection Administration
2006-08-01

CIRCULAR OF SHANGHAI BRANCH OF THE PEOPLE’S BANK OF CHINA ON TRANSMITTING THE CIRCULAR OF THE PEOPLE’S BANK OF CHINA ON RAISING THE RATE OF RENMINBI DEPOSIT RESERVE

Circular of Shanghai Branch of the People’s Bank of China on Transmitting the “Circular of the People’s Bank of China on Raising the
Rate of Renminbi Deposit Reserve”

Shanghai Yin Fa [2006] No. 238

Bank of Shanghai, Shanghai Rural Commercial Bank, all finance corporations in Shanghai, all foreign-funded banks engaging in Renminbi
business in Shanghai,

We hereby transmit the “Circular of the People’s Bank of China on Raising the Rate of Renminbi Deposit Reserve” ([2006] No. 383) to
you, and relevant matters are expressed as follows. Please abide by and implement it strictly.

As of November 15, 2006, the Bank of Shanghai, all finance corporations in Shanghai and all foreign-funded banks engaging in Renminbi
business in Shanghai shall execute the rate of Renminbi deposit reserve of 9%.

II.

Shanghai Rural Commercial Bank shall still execute the rate of Renminbi deposit reserve of 6% temporarily.

III.

All financial institutions shall, in light of the requirement of the present Circular, reasonably adjust your structure of assets
and liabilities, intensify liquidity management, and timely do a good job in depositing Renminbi deposit reserves as well as in submitting
relevant statements and materials.

Attachment: Circular of the People’s Bank of China on Raising the Rate of Renminbi Deposit Reserve (Yin Fa [2006] No. 383)

Shanghai Branch of the People’s Bank of China

November 3, 2006
Attachment:
Circular of the People’s Bank of China on Raising the Rate of Renminbi Deposit Reserve

Yin Fa [2006] No. 383

Shanghai Head Office, all branches, business management departments, central sub-branches in provincial capital cities and Shenzhen
central sub-branch of the People’s Bank of China, all policy banks, state-owned commercial banks and joint stock commercial banks,

With a view to intensifying the liquidity management of banking sector, reasonably control the aggregate amount of monetary credit,
the People’s Bank of China has decided upon the approval of the State Council to raise the rate of Renminbi deposit reserve as of
November 15, 2006. Hereby relevant matters are noticed as follows,

The rate of deposit reserve of 8.5%, which is executed at present by the Agricultural Development Bank of China, state-owned commercial
banks, joint stock commercial banks, urban commercial banks, rural commercial banks, finance corporations, financial leasing companies
as well as relevant foreign-funded financial institutions, shall be changed into 9%.

II.

The rate of deposit reserve of 7.5%, which is executed at present by rural cooperative banks, shall be changed into 8%.

III.

The rate of deposit reserve of 7%, which is executed at present by urban credit cooperatives, shall be changed into 7.5%.

IV.

The rate of deposit reserve of 6%, which is executed at present by rural credit cooperatives, shall be changed into 6.5%.

The rate of deposit reserve of 9%, which is executed at present by financial institutions as required by the differential rate of
deposit reserve system, shall be altered to 9.5%.

All relevant financial institutions shall, in light of the requirements of the present Circular, timely make relevant preparations,
reasonably adjust your structure of assets and liabilities and fulfill the liquidity arrangements. Shanghai Head Office, all branches
and sub-branches of the People’s Bank of China shall faithfully intensify the supervision on the liquidity conditions of the various
legal person depository financial institutions within your respective jurisdictions, and strengthen the management of deposit reserves
strictly according to relevant provisions, so as to guarantee the smooth going of this work. In the case of any major emergency,
a report shall be made to the Headquarters of the People’s Bank of China in time.

Shanghai Head Office, all branches and sub-branches of the People’s Bank of China are requested to forward the present Circular to
the urban commercial banks, rural commercial banks, rural cooperative banks, urban credit cooperatives, rural credit cooperatives,
finance corporations, financial leasehold companies and relevant foreign-funded financial institutions within your respective jurisdictions.

The People’s Bank of China

November 3, 2006

Shanghai Branch of the People’s Bank of China
2006-11-03

REGULATION ON THE IMPLEMENTATION OF THE COPYRIGHT LAW OF THE PEOPLE’S REPUBLIC OF CHINA

The Ministry of Foreign Trade and Economic Cooperation

Order of the State Council of the People’s Republic of China

No.359

The Regulation on the Implementation of the Copyright Law of the People’s Republic of China is hereby promulgated for implementation
as of September 15, 2002.

Zhu Rongji, Premier of the State Council

August 2, 2002

Regulation on the Implementation of the Copyright Law of the People’s Republic of China

Article 1

The present Regulation has been enacted on the basis of the Copyright Law of the People’s Republic of China (hereafter “the Copyright
Law”).

Article 2

The term “works” used in the Copyright Law refers to original intellectual creations in the literary, artistic and scientific domain,
in so far as they are capable of being reproduced in a certain tangible form.

Article 3

The term “creation” mentioned in the Copyright Law refers to intellectual activities from which literary, artistic and scientific
works are directly resulted.

The making of arrangement and the provision of consultation, material means or supporting service, done for others in their creating
activities, shall not be deemed as acts of creating.

Article 4

Definitions of the following works mentioned in the Copyright Law and the present Regulation are:

(1)

Written works are works expressed in writing, such as novels, poems, pieces of prose and treatises;

(2)

Oral works are works, such as impromptu speeches, lectures and court debates, which are created in spoken language;

(3)

Musical works are works, with or without accompanying words, which can be sung or performed, such as songs and symphonies;

(4)

Dramatic works are works, such as dramas, operas and local art forms, which are created for stage performance;

(5)

Qu Yi works are works created mainly for performance in a way involving recitation, singing, or both, such as xiangsheng (cross talk),
kuaishu (clapper talk), dagu (story singing with the accompaniment of a small drum) and pingshu (story telling);

(6)

Choreographic works are works which express ideas and emotions by means of successive body movements, gestures and facial movements;

(7)

Acrobatic works are works which are expressed through shapes and acts of body and other skills, such as acrobatics, magic, circus,
etc.

(8)

Works of fine art are two- or three-dimensional works created in lines, colors or other medium which, when being viewed, impart esthetic
effects, such as paintings, works of calligraphy, sculptures, etc.;

(9)

Architectural works are works that are represented by buildings or forms of buildings and that, when viewed, could impart esthetic
effects;

(10)

Photographic works are the kind of artistic works created by recording the images of objective objects on light-sensitive materials
or other media with the aid of devices;

(11)

Cinematographic works and works created by methods similar to producing movies refer to those that are created by shooting on some
medium and that consist of a series of frames of images, with or without accompanying sound, and can be screened with the aid of
devices or transmitted by other means;

(12)

Works of drawing include engineering designs and product designs created for the purpose of constructions and productions and atlases
or sketch maps that show geographic phenomena or demonstrate the elements or structures of things;

(13)

Model works are three-dimensional works that are created in certain proportions according to the shapes and structures of objects
for the purpose of demonstration, experiment or observation, etc.

Article 5

Definitions of the following terms as mentioned in the Copyright Law and the present Regulation are:

(1)

News of current events refers to the mere report of facts or happenings conveyed by mass media including newspapers, periodicals
and radios and television stations, etc.;

(2)

Sound recordings are the recordings of any sounds performed or other sounds;

(3)

Video recordings are recordings of a series of related images or pictures, with or without accompanying sounds, other than cinematographic
works and works that are created by ways similar to shooting movies;

(4)

Producer of sound recordings refers to the original producer of the sound recordings;

(5)

Producer of video recordings refers to the original producer of the video recordings;

(6)

Performer refers to actors or acting entities or other persons who perform literary and artistic works.

Article 6

Article 7

The works of foreigners or stateless persons that are published for the first time without the territory of China as mentioned in
Article 2 , Paragraph 3 of the Copyright Law shall be subject to protection on the day when they are published for the first time.

Article 8

Where any of the works of any foreigner or stateless person is published within the territory of China within 30 days after being
published for the first time without the territory of China, it shall be deemed as being published within the territory of China
simultaneously.

Article 9

The copyright to co-authored works that cannot be used piecemeal shall be shared by the co-authors and exercised through negotiations.
Where an agreement fails and there is no good reason, no co-author may stop any other co-author from exercising his rights other
than assignment, but the gains acquired shall be shared by the co-authors in a reasonable way.

Article 10

Where the copyright owner has authorized the making of cinematographic works or works created in ways similar to shooting movies on
the basis of his or her work, it shall be implied that he or she has granted permission to make necessary alterations to his or her
work, in so far as such alteration does not distort or mutilate the original work.

Article 11

The term “work assignment” as used in Article 16 , Paragraph 1 of the Copyright Law concerning assignment works refers to the duties
that a citizen should fulfill for the legal person or organization.

The term “material and technical conditions” as mentioned in Article 16 , Paragraph 2 of the Copyright Law concerning assignment works
refers to the funds, equipments or materials specially provided by the legal person or organization for the citizen to complete the
creation of the work.

Article 12

The remunerations that the author obtains from a third party by permit him to use his assignment work in similar ways as the entity
uses it within two years after the work is completed and upon the consent of the entity where he works shall be shared by the entity
according to the proportion as agreed upon by the author and the entity.

The aforementioned 2 years’ period after the creation of the work shall be calculated from the date on which the work concerned is
submitted to the entity.

Article 13

In the case of a work of unknown authorship, the copyright thereof shall be exercised by the holder of the original copy of the work
except the right of authorship. After the authorship has been ascertained, the copyright shall be exercised by the author or the
heirs thereof.

Article 14

Where any of the coauthors dies and the copyright thereof as mentioned in Article 10 , Paragraph 1, Items 5 through 17 of the Copyright
Law which there is no one to inherit or to be bequeathed, it shall be enjoyed by other coauthors.

Article 15

The right of authorship, the right of revision and the right of keeping the integrity of the work shall, after the author dies, be
protected by the inheritor or bequeathed.

In the absence of inheritors or bequeathed, right of authorship, right of revision and right of keeping the integrity of the work
shall be protected by the copyright administrative authority.

Article 16

The copyright enjoyed by the State shall be enforced by the copyright administrative authority on behalf of the State.

Article 17

In the case of posthumous works, the right of publication may be exercised by the inheritor or the bequeathed within 50 years after
the author’s death if the author has not explicitly expressed that the work shall not be published. In the absence of any inheritor
of bequeathed, the said right may be exercised by the lawful holder of the original work.

Article 18

In the case of a work of unknown authorship, the term of protection of the rights as provided in Article 10 , Paragraph 1, Items 5
through 17 of the Copyright Law, shall be 50 years ending on December 31 of the fiftieth year after the first publication of the
work. The provisions of Article 21 of the Copyright Law shall be applicable after authorship of the work has been ascertained.

Article 19

When using other author’s work, the name of the author and the post_title of the work shall be specified unless it has been otherwise agreed
upon by the parties concerned or it cannot be specified due to the peculiarity of the way of use.

Article 20

The term “published work” as mentioned in the Copyright Law refers to a work which has been made known to the public by the holder
of copyright or by permission.

Article 21

According to the relevant provisions of the Copyright Law, the use of any published work for which it is permitted not to obtain the
permission of the holder of copyright shall not affect the normal use of the work, and shall not unreasonably impair the lawful rights
of the holder of copyright.

Article 22

The rate of royalties for the use of work in ways as provided in Articles 23, 32 (2), and 39 (3) of the Copyright Law shall be formulated
and promulgated by the administrative authority of copyright under the State Council in collaboration with the administrative authority
of price affairs under the State Council.

Article 23

For the use of other author’s work, agreements for permitted use of work shall be concluded with the holder of copyright. Where the
permitted use right is an exclusive one, the agreement shall be in writing, however, with the exception of the works published in
newspapers and magazines.

Article 24

The exclusive use as provided in Article 24 of the Copyright Law shall be subject to the stipulations of agreements. If it is not
stipulated or not clearly stipulated in any agreement, it shall be deemed that the party permitted shall have the right to exclude
any one including the holder of copyright to use the work in the same ways as he does. Unless it is otherwise stipulated in the contract,
the party permitted must obtain the permission of the holder of copyright before permitting any third party to exercise the same
right.

Article 25

The contracts concluded with the holder of copyright for the exclusive use or transfer of the work may be submitted to the administrative
authority of copyright for archivist purposes.

Article 26

The term “copyright-related rights” as mentioned in the Copyright Law and the present Regulation mean the right enjoyed by publishers
as to the format design of the books and magazines published thereby, the right enjoyed by performers as to their performances, the
right enjoyed by producers of audio and video recordings as to their products of audio-video recordings, and the rights enjoyed by
radio and television stations as to the programs in their broadcasts.

Article 27

The publishers, performers, producers of audio-video recordings, broadcasting and televisions stations shall not, in their exercise
of rights, infringe upon the rights of the holder of copyright to the works used and the original work.

Article 28

Where it is stipulated in the contract for publishing books that the publisher has the right to publication but such right is not
specified in detail, it shall be deemed that the publisher has the exclusive right to publish the original or revised versions of
the book in the same languages within the valid term of the contract and within the geographic areas as stipulated in the contract.

Article 29

Where two orders of the copyright holder sends to the publisher have not been performed within 6 months, it shall be deemed as the
sellout as mentioned in Article 31 of the Copyright Law.

Article 30

Where the holder of copyright announces that his work may not be reprinted or compiled in extracts according to Article 32 , Paragraph
2 of the Copyright Law, he shall make the announcement in the newspaper or magazine when the work is published.

Article 31

Where the holder of copyright announces that no audio recordings may be made to his work as pursuant to Article 39 , Paragraph 3 of
the Copyright Law, he shall make the announcement when the work is lawfully made into a product of audio recordings.

Article 32

According to the provisions of Articles 23, 32 (b), 39 (c) of the Copyright Law, for any use of the work of any other person, payment
of royalty shall be made to the holder of copyright within 2 months after the work is used.

Article 33

Performances of foreigners and stateless persons within the People’s Republic of China shall be subject to the protection of the Copyright
Law.

The right which a foreigner or stateless person enjoys in his performances according to the international treaties to which China
has acceded to shall be subject to the protection of the Copyright Law.

Article 34

The audio recordings produced or published by a foreigner or stateless person within the territory of the People’s Republic of China
shall be subject to the Copyright Law.

The rights that a foreigner or stateless person enjoys in the audio recordings he produces or publishes according to the international
treaties to which China has acceded to shall be subject to the Copyright Law.

Article 35

The rights that a foreign radio broadcasting station or television station enjoys in any of its programs according to the international
treaties to which China has acceded to shall be subject to the protection of the Copyright Law.

Article 36

For any of the tortious acts as mentioned in Article 47 of the Copyright Law which at the same time injures the social public good,
a fine of up to three times the illegal proceeds shall be imposed upon the tort-feasor by the administrative authority of copyright.
If it is not easy to calculate the illegal proceeds, a fine of up to 100,000 yuan may be imposed upon the tort-feasor.

Article 37

Any tortious act as mentioned in Article 47 of the Copyright Law that injures the social public good at the same time shall be investigated
and punished by the administrative authority of copyright under the local people’s government.

The administrative department of copyright under the State Council may investigate and punish a tortious act of national influence.

Article 38

The present Regulation shall enter into force as of September 15, 2002. The Regulation for the Implementation of the Copyright Law
of the People’s Republic of China which was ratified by the State Council on May 24, 1991 and promulgated by the State Copyright
Administration on May 30, 1991 shall be concurrently be repealed.

The Ministry of Foreign Trade and Economic Cooperation
2002-08-02

AMENDMENTS TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

e00254,e03514,e03515

National People’s Congress

Announcement of the National People’s Congress of the People’s Republic of China

The Amendments to the Constitution of the People’s Republic of China, which were adopted at the Second Session of the Tenth National
People’s Congress of the People’s Republic of China on March 14,2004, are hereby promulgated and put into force.

The presidium of the Second Session of the Tenth National People’s Congress of the People’s Republic of China

March 14, 2004 in Beijing

Amendments to the Constitution of the People’s Republic of China

Article 18

The provision in paragraph 7 of the Preamble of the Constitution of “Under the guidance of Marxism-Leninism, Mao Zedong Thought and
Deng Xiaoping Theory” shall be modified as “Under the guidance of Marxism-Leninism, Mao Zedong Thought, Deng Xiaoping Theory and
the important thought of ‘Three Represents'”. The provision of “Along the road of building socialism with Chinese characteristics”
shall be modified as “Along the socialist road with Chinese characteristics”. And the provision of “and to promote the coordinated
development of material civilization, political civilization and spiritual civilization” shall be added right after the provision
of” to modernize industry, agriculture, national defense and science and technology step by step”. Accordingly, the whole paragraph
shall be modified as “Both the victory in China’s New-Democratic Revolution and the successes in its socialist cause have been achieved
by the Chinese people of all nationalities, under the leadership of the Communist Party of China and guidance of Marxism-Leninism
and Mao Zedong Thought, by upholding truth, correcting errors and surmounting numerous difficulties and hardships. China will be
in the primary stage of socialism for a long time to come. The basic task of the nation is to concentrate its effort on socialist
modernization along the socialist road with Chinese characteristics. Under the leadership of the Communist Party of China and the
guidance of Marxism-Leninism, Mao Zedong Thought, Deng Xiaoping Theory and the important thought of ‘Three Represents’, the Chinese
people of all nationalities will continue to adhere to the people’s democratic dictatorship and the socialist road, persevere in
reform and opening to the outside world, steadily improve various socialist institutions, develop the socialist market economy, develop
socialist democracy, improve the socialist legal system and work hard and self-dependently to modernize the country’s industry, agriculture,
national defense and science and technology step by step, and to promote the coordinated development of material civilization, political
civilization and spiritual civilization to build China into a socialist country that is prosperous, powerful, democratic and culturally
advanced.”

Article 19

The provisions in the second sentence of paragraph 10 of the Preamble of “In the long years of revolution and construction, there
has been formed under the leadership of the Communist Party of China a broad patriotic united front that is composed of democratic
parties and people’s organizations, embracing all socialist working people, all patriots who support socialism and all patriots who
stand for reunification of the motherland. This united front will continue to be consolidated and developed. shall be modified
as ” In the long years of revolution and construction, there has been formed under the leadership of the Communist Party of China
a broad patriotic united front that is composed of democratic parties and people’s organizations, embracing all socialist working
people, builders of the socialist cause, all patriots who support socialism and all patriots who stand for reunification of the motherland.
This united front will continue to be consolidated and developed.”

Article 20

The provisions in Paragraph 3, Article 10 of the Constitution of “The state may, for the public interest, take over land for its
use in accordance with the law.” shall be modified as “The state may, for the public interest, expropriate or take over land for
public use, and pay compensation in accordance with the law.”

Article 21

Paragraph 2, Article 11 of the Constitution: “The state protects the lawful rights and interests of the individual and private sectors
of the economy, and exercises guidance, supervision and control over the individual and private sectors of the economy.” shall be
modified as “The state protects the lawful rights and interests of the non-public sectors of the economy, including individual and
private sectors of the economy. The state encourages, supports and guides the development of the non-public sectors of the economy,
and exercises supervision and control over the non-public sectors according to law.”

Article 22

Article 13 of the Constitution: “The state protects the right of citizens to own lawfully earnings, savings, houses and other lawful
property.” and” The state protects by law the right of citizens to inherit private property” shall be modified as “The lawful private
property of citizens may not be encroached upon.” and ” The state protects by law the right of citizens to own private property and
the right to inherit private property.” and ” The state may, for the public interest, expropriate or take over private property of
citizens for public use, and pay compensation in accordance with the law.”

Article 23

One paragraph shall be added to Article 14 of the Constitution as paragraph 4, that is “The state establishes and improves the social
security system fitting in with the level of economic development.”

Article 24

One paragraph shall be added to Article 33 of the Constitution as paragraph 3, that is “The state respects and protects human rights.”
And paragraph 3 shall be changed into paragraph 4 accordingly.

Article 25

Paragraph 1, Article 59 of the Constitution: “The National People’s Congress is composed of deputies elected by the provinces, autonomous
regions, municipalities directly under the Central Government, and by the armed forces. All the minority ethnic groups are enpost_titled
to appropriate representation.” shall be modified as “The National People’s Congress is composed of deputies elected by the provinces,
autonomous regions, municipalities directly under the Central Government, and special administrative regions, as well as by the armed
forces. All the minority ethnic groups are enpost_titled to appropriate representation.”

Article 26

Item 20 of Article 67 of the Constitution concerning the authority of the Standing Committee of the National People’s Congress: “(20)
To decide on the enforcement of martial law throughout the country or in particular provinces, autonomous regions or municipalities
directly under the Central Government,” shall be modified as “(20) To decide on the declaration of the country as a whole or particular
provinces, autonomous regions or municipalities directly under the Central Government to be under a state of emergency”.

Article 27

Article 80 of the Constitution: “The President of the People’s Republic of China, in pursuance of the decisions of the National People’s
Congress and its Standing Committee, promulgates statutes, appoints or removes the Premier, Vice-Premiers, State Councilors, Ministers
in charge of ministries or commissions, the Auditor-General and the Secretary-General of the State Council; confers state medals
and post_titles of honor; issues orders of special pardons; proclaims martial law; proclaims a state of war; and issues mobilization orders.”
shall be modified as :”The President of the People’s Republic of China, in pursuance of the decisions of the National People’s Congress
and its Standing Committee, promulgates statutes, appoints or removes the Premier, Vice-Premiers, State Councilors, Ministers in
charge of ministries or commissions, the Auditor-General and the Secretary-General of the State Council; confers state medals and
post_titles of honor; issues orders of special pardons; declares a state of emergency, declares a state of war, and issues a mobilization
order.”

Article 28

Article 81 of the Constitution: “The President of the People’s Republic of China receives foreign diplomatic envoys on behalf of
the People’s Republic of China and; in pursuance of the decisions of the Standing Committee of the National People’s Congress, appoints
or recalls plenipotentiary representatives abroad, and ratifies or abrogates treaties and important agreements concluded with foreign
states. ” shall be modified as “The President of the People’s Republic of China represents the People’s Republic of China in conducting
activities of national affairs and receiving foreign diplomatic representatives and; in pursuance of the decisions of the Standing
Committee of the National People’s Congress, appoints or recalls plenipotentiary representatives abroad, and ratifies or abrogates
treaties and important agreements concluded with foreign states.”

Article 29

Item 16 of Article 89 of the Constitution concerning the functions and powers of the State Council: “(16) To decide on the enforcement
of martial law in part regions of provinces, autonomous regions, and municipalities directly under the Central Government” shall
be modified as “(16) To decide by law to place parts of provinces, autonomous regions, and municipalities directly under the Central
Government under a state of emergency”.

Article 30

Article 98 of the Constitution: “The term of office of the people’s congresses of provinces, municipalities directly under the Central
Government, counties, cities and municipal districts is five years. The term of office of the people’s congresses of townships, ethnic
townships and towns is three years” shall be modified as “The term of office of local people’s congresses at various levels is five
years.”

Article 31

The post_title of Chapter IV of the Constitution: “The National Flag, the National Emblem and the Capital” shall be modified as “The National
Flag, the National Anthem, the National Emblem and the Capital”. One paragraph shall be added to Article 136 of the Constitution
as paragraph 2: “The national anthem of the People’s Republic of China is ‘March of the Volunteers’.”

National People’s Congress
2004-03-14

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION OF INVESTMENTS

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION
OF INVESTMENTS

The People’s Republic of China and the Republic of Tunisia (hereinafter referred to as the Contracting Parties).

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

Recognizing that the reciprocal promotion and protection of such investments will be conducive to stimulating business initiative
of the investors and will increase prosperity in both States;

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

Have agreed as follows:

Article 1

Definitions

For the purpose of this Agreement:

(1)

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

(a)

movable and immovable property as well as other rights in rem, such as, mortgages, pledges and liens;

(b)

shares, stocks and any other kind of participation in companies;

(c)

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

(d)

intellectual property rights, including copyrights, patents, trade marks, trade names, technological process, know-how and good will;

(e)

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

Any change in the form in which assets are invested shall not affect their character as investments, provided that such change is
not contrary to the laws and regulations of the host country.

(2)

The term “Investor” means:

(a)

any natural person who has the nationality of one Contracting Party in accordance with the laws and regulations of one Contracting
Party;

(b)

any legal person or economic entity incorporated or constituted under the laws and regulations of the Contracting Party, irrespective
of whether or not for profit and whether its liabilities are limited or not.

(3)

The term “Return” means the amounts yielded by investments, such as profits, dividends, interests, royalties or fees.

(4)

The term “Territory” means, as regards of each Contracting Party, the territory under its sovereignty including adjacent seas and
submarine areas and other seaside areas over which the Contracting Party exercises, in accordance with international law, sovereign
rights or jurisdiction.

Article 2

Promotion and Protection of Investment

(1)

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

(2)

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

(3)

Each Contracting Party shall ensure that the management, maintenance, use, enjoyment, or disposal of investment in its territory of
investors of the other Contracting Party, shall not in any way be impaired by any unreasonable or discriminatory measures.

Article 3

Treatment of Investment

(1)

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

(2)

Each Contacting Party shall accord to investments and investors of the other Contracting Party treatment no less favorable than that
accorded to investments and investors of any third State.

(3)

The provisions of Paragraph (2) of this Article shall not be construed so as to oblige one Contracting Party to extend to the investments
and investors of the other Contracting Party, the benefit of any treatment, preference or privilege by virtue of:

(a)

any existing or future customs union, common market, free trade zone or other similar international agreement to which either of the
Contracting Party is or may become a party, or any other form of regional economic organization;

(b)

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

(c)

any international agreement or arrangement for facilitating frontier trade.

Article 4

Expropriation

(1)

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

(a)

for the public interests

(b)

under domestic legal procedure

(c)

without discrimination

(d)

against compensation

(2)

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the market value of the expropriated investments
immediately before the expropriation is taken or the impending expropriation becomes public knowledge, which is earlier. The value
shall be determined in accordance with generally recognized principles of valuation. The compensation shall be made without delay,
be effectively realisable and freely transferable.

(3)

The investor affected shall have a right to access, under the law of the Contracting Party making the expropriation, to the competent
court of that Contracting Party, in order to review the amount of compensation and the legality of any such expropriation.

Article 5

Compensation for Damages and Losses

(1)

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or
other armed conflict, a state of national emergency, revolt, insurrection or riot in the territory of the latter Contracting Party,
shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other settlement
no less favourable than that which the latter Contracting Party accords to the investors of its own or any third State. The compensation
shall be freely transferable.

Article 6

Repatriation of Investments and Returns

(1)

Each Contracting Party shall guarantee to the investors of the other Contracting Party the transfer of their investments and returns
held in its territory, particularly though not exclusively:

(a)

profits, dividends, interests and fees;

(b)

proceeds of total or partial sale or liquidation of investments;

(c)

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

(d)

royalties in connection with paragraph 1 (d) of Article 1 ;

(e)

payments of technical assistance;

(f)

payments in connection with projects on contract;

(g)

compensation paid under Article 4 and 5 of this agreement

(h)

earnings of nationals of the other Contracting Party who work in connection with an investment in the territory of one Contracting
Party in accordance with the laws and regulations of this latter.

(2)

The Contracting Parties shall further ensure that transfers referred to in paragraph 1 of this Article shall be made without undue
delay, in a freely convertible currency and at the prevailing market rate of exchange applicable on the date of transfer.

Article 7

Subrogation

If a Contracting Party or its Agency makes a payment to its investor in the territory of the other Contracting Party, such other Contracting
Party shall recognise the transfer of any right or claim of such investor to the former Contracting Party or its Agency, and recognise
the subrogation of the former Contracting Party or its Agency to such right or claim. The subrogated right or claim shall not be
greater than the original right or claim of the said investor.

Article 8

Settlement of Disputes between Contracting Parties

(1)

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

(2)

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

(3)

Such tribunal comprises of three arbitrators. Within two months from the date on which either Contracting Party receives the written
notice requesting arbitration from the other Contracting Party, each Contracting Party shall appoint one arbitrator. Those two arbitrators
shall, within further two months, together select a third arbitrator who is a national of a third State having diplomatic relations
with both Contracting parties as Chairman of the arbitral tribunal.

(4)

If the arbitral tribunal has not been constituted within four months from the receipt of the written notice for arbitration, either
Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to appoint
the arbitrator (s) who has or have not been appointed. If the President is a national of either Contracting Party or is otherwise
prevented from discharging the said function, the next most senior member of the International Court of Justice who is not a national
of either Contracting Party or is not otherwise prevented from discharging the said function shall be invited to make such necessary
appointments.

(5)

The arbitral tribunal shall determine its own procedure. The arbitral tribunal shall reach its award in accordance with the provisions
of this Agreement and the principles of international law recognised by both Contracting Parties.

(6)

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

(7)

Each Contracting party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman and tribunal shall be borne in equal parts by the Contracting Parties.

Article 9

Settlement of Disputes between investors

and one Contracting Party

(1)

Any dispute between a Contracting Party and an investor of the other Contracting Party, related to an investment, shall be as far
as possible settled amicably through negotiations.

(2)

If the dispute cannot be settled amicably through negotiations within six months from the date it has been raised by either party
to the dispute, it shall be submitted:

-to the competent court of the Contracting Party that is party to the dispute; or

-to the International Center for settlement of Investment Disputes (the Center) under the Convention on the Settlement of Disputes
between States and Nationals of Other States, done at Washington on March 18,1965;

Once the investor has submitted the dispute to the jurisdiction of the concerned Contraction Party or to the Center, the choice of
one of the two procedures shall be final.

Article 10

Other Obligations

(1)

If the provisions of law of either Contracting Party or obligations under international law existing at present or established hereafter
between the Contracting Parties in addition to this Agreement contain a regulation, whether general or specific, entitling investments
made by investors of the other Contracting Party to a treatment more favorable than is provided for by this Agreement, such provisions
shall prevail over this Agreement.

(2)

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

(3)

Investments subject to the commitments mentioned in the previous Paragraph shall be governed, without prejudice to the provisions
of this Agreement, by the terms of those commitments insofar as their provisions are more favorable than those provided by this Agreement.

Article 11

Other Provision

Investors of one Contracting Party shall enjoy the most favored-nation treatment in the territory of the other Contracting Party in
respect of all the matters subject to this Agreement.

Article 12

Application

This Agreement shall apply to investments, which are made by investors of either Contracting Party in the territory of the other Contracting
Party after 8th of July in 1979 in the People’s Republic of China and after 1st January 1957 in the Republic of Tunisia. However
the Agreement shall not apply to any dispute concerning an investment which arose before its entry into force.

Article 13

Entry into force, Duration and Termination

(1)

This Agreement shall enter into force on the first day of the following month after the date on which both Contracting Parties have
notified to each other in writing that their respective internal legal procedures necessary for its entry into force have been fulfilled
and remain in force for a period of ten years.

(2)

This Agreement shall continue in force if either Contracting Party fails to give a written notice to the other Contracting Party to
terminate this Agreement one year before the expiration of the period specified in Paragraph 1 of this Article.

(3)

After the expiration of initial ten years period, either Contracting Party may at any time thereafter terminate this Agreement by
giving at least one year’s written notice to the other Contraction Party.

(4)

With respect to investments made prior to the date of termination of this Agreement, the provisions of Article 1 to 12 shall continue
to be effective for a further period of ten years from such date of termination.

In Witness Whereof the duly authorised representatives of their respective Governments, have signed this Agreement.

Done in duplicate at Tunisia on 21 June 2004 in the Chinese, Arabic and English languages, all texts being equally authentic. In case
of divergence of interpretation, the English text shall prevail.

For The People’sFor The Republic

Republic of China of Tunisia

Protocol to the Agreement Between the People’s Republic of China and the Republic of Tunisia for the Reciprocal Encouragement and
Protection of Investments

On signing the Agreement between the People’s Republic of China and the Republic of Tunisia for the Reciprocal Encouragement and Protection
of Investments, the undersigned representatives have, in addition, agreed on the following provisions, which shall constitute an
integral part of the Agreement:

Ad article 6

Notwithstanding the provisions of paragraph 2 of Article 6 of the Agreement, the transfer shall comply with relevant procedures stipulated
by the existing laws and regulations relating to foreign exchange administration of the host country. Such procedures must not be
carried out in any way to impair or derogate from the principles of free and undue delayed transfer.

Ad article 9

The Republic of Tunisia takes note of the statement that the People’s Republic of China requires that the investor concerned exhausts
the domestic administrative review procedure specified by the laws and regulations of the People’s Republic of China, before submission
of the dispute to international arbitration under Article 9 paragraph (2). The People’s Republic of China guarantees that such a
procedure will take a maximum period of three months.

The procedure specified in paragraph 1 allows the investor to apply to the competent administrative authorities but in any way to
judicial authorities for settlement of the dispute.

If the dispute still exists after the maximum period of the administrative procedures specified in paragraph 1, the investor may submit
the dispute to the competent court or to the International Center for Settlement of Investment Disputes for arbitration according
to article 9 paragraph (2) of the Agreement.

In Witness Whereof the duly authorised representatives of their respective Governments, have signed this Agreement.

Done in duplicate at Tunis on 21 June 2004 in the Chinese, Arabic and English languages, all texts being equally authentic. In case
of divergence of interpretation, the English text shall prevail.

For the People’sFor the Republic

Republic of Chinaof Tunisia

Mr. Wei JinanguoMme Saida Chtioi

Vice-Minister ofSec retaire d’Etat aupres du

CommerceMinistre du AffairesEtrangeres

The Government of the People’s Republic of China
2004-06-21

ELECTORAL LAW OF THE NATIONAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S CONGRESSES OF THE PEOPLE’S REPUBLIC OF CHINA

Electoral Law of the National People’s Congress and Local People’s Congresses of the People’s Republic of China

(Adopted at the Second Session of the Fifth National People’s Congress on July 1, 1979, promulgated by Order No.2
of the Chairman of the Standing Committee of the National People’s Congress on July 4, 1979 and effective as of January 1, 1980;
amended for the first time in accordance with the Resolution on the Revision of Certain Provisions in the Electoral Law of the National
People’s Congress and Local People’s Congresses of the People’s Republic of China, adopted at the Fifth Session of the Fifth National
People’s Congress on December 10, 1982; amended for the second time in accordance with the Decision on the Revision of the Electoral
Law of the National People’s Congress and Local People’s Congresses of the People’s Republic of China, adopted at the 18th Meeting
of the Standing Committee of the Sixth National People’s Congress on December 2, 1986; amended for the third time in accordance with
the Decision Regarding Revision of the Electoral Law of the National People’s Congress and Local People’s Congresses of the People’s
Republic of China, adopted at the 12th Meeting of the Standing Committee of the Eighth National People’s Congress on February 28,
1995; amended for the fourth time in accordance with the Decision on Amending the Electoral Law of the National People’s Congress
and Local People’s Congresses of the People’s Republic of China adopted at the 12th Meeting of the Standing Committee of the Tenth
National People’s Congress on October 27, 2004)

Contents

Chapter I General Provisions

Chapter II Number of Deputies to the Local People’s Congresses at Various Levels

Chapter III Number of Deputies to the National People’s Congress

Chapter IV Elections Among Minority Nationalities

Chapter V Zoning of Electoral Districts

Chapter VI Registration of Voters

Chapter VII Nomination of Candidates for Deputies

Chapter VIII Election Procedure

Chapter IX Supervision, Recall and By-Elections Held to Fill Vacancies

Chapter X Sanctions Against Disruption of Elections

Chapter XI Supplementary Provisions

Chapter I

General Provisions

Article 1 The Electoral Law of the National People’s Congress and Local People’s Congresses is formulated in accordance with
the Constitution of the People’s Republic of China.

Article 2 Deputies to the National People’s Congress and to the people’s congresses of provinces, autonomous regions, municipalities
directly under the Central Government, cities divided into districts, and autonomous prefectures shall be elected by the people’s
congresses at the next lower level.

Deputies to the people’s congresses of cities not divided into districts, municipal districts, counties, autonomous counties, townships,
nationality townships, and towns shall be elected directly by their constituencies.

Article 3 All citizens of the People’s Republic of China who have reached the age of 18 shall have the right to vote and stand
for election, regardless of ethnic status, race, sex, occupation, family background, religious belief, education, property status
or length of residence.

Persons who have been deprived of political rights according to law shall not have the right to vote and stand for election.

Article 4 Each voter shall have the right to vote only once in an election.

Article 5 Elections shall be conducted separately in the People’s Liberation Army, and the procedures for such elections shall
be formulated separately.

Article 6 Among deputies to the National People’s Congress and local people’s congresses at various levels, there shall be
an appropriate number of women deputies, and the proportion thereof shall be raised gradually.

The National People’s Congress and the local people’s congresses of the areas with a relatively large number of returned overseas
Chinese shall have an appropriate number of deputies who are returned overseas Chinese.

Citizens of the People’s Republic of China who reside abroad but who are in China during the election of deputies to people’s congresses
at or below the county level may take part in such elections conducted in their ancestral home town or place of domicile before they
went abroad.

Article 7 The Standing Committee of the National People’s Congress shall conduct the election of deputies to the National People’s
Congress. The standing committees of the people’s congresses of provinces, autonomous regions, municipalities directly under the
Central Government, cities divided into districts, and autonomous prefectures shall conduct the elections of deputies to the people’s
congresses at the corresponding levels.

In cities divided into districts, municipal districts, counties, autonomous counties, townships, nationality townships, and towns,
election committees shall be established to conduct the election of deputies to the people’s congresses at the corresponding levels.
The election committees of cities not divided into districts, municipal districts, counties and autonomous counties shall be under
the leadership of the standing committees of the people’s congresses at the corresponding levels. The election committees of townships,
nationality townships, and towns shall be under the leadership of the standing committees of the people’s congresses of cities not
divided into districts, municipal districts, counties and autonomous counties.

The standing committees of the people’s congresses of provinces, autonomous regions, municipalities directly under the Central Government,
cities divided into districts, and autonomous prefectures shall direct the work of electing deputies to the people’s congresses at
or below the county level in their administrative areas.

Article 8 Election funds for the National People’s Congress and the local people’s congresses at various levels shall be disbursed
by the State Treasury.

Chapter II

Number of Deputies to the Local People’s Congresses at Various Levels

Article 9 The number of deputies to the local people’s congresses at various levels shall be determined in accordance with
the following provisions:

(1) The base number of deputies to the people’s congress of a province, an autonomous region, or a municipality directly under the
Central Government is 350. For a province or an autonomous region, one more deputy may be added for every one hundred fifty thousand
people, and for a municipality directly under the Central Government, one more deputy may be added for every twenty-five thousand
people, however, the total number of its deputies shall not exceed 1,000.

(2) The base number of deputies to the people’s congresses of a city divided into districts or an autonomous prefecture is 240. One
more deputy may be determined for every twenty-five thousand people; however, if the population of the city or autonomous prefecture
exceeds ten million, the total number of its deputies shall not exceed 650;

(3) The base number of deputies to the people’s congresses of a county, an autonomous county, a city not divided into districts or
a municipal district is 120. One more deputy may be added for every five thousand people; however, if the population there exceeds
one million six hundred fifty thousand, the total number of deputies shall not exceed 450; if the population is less than fifty thousand
people, the total number of deputies may be less than 120;

(4) The base number of deputies to the people’s congress of a township, a nationality township or a town is 40. One more deputy may
be added for every one thousand five hundred people; however, if the population of a township or a nationality township exceeds ninety
thousand, the total number of its deputies shall not exceed 100; if the population of a town exceeds one hundred thirty thousand,
its total number of its deputies shall not exceed 130; if the population of a township, a nationality township or a town is less
than two thousand, the total number of its deputies may be less than 40.

The base number of deputies to a local people’s congress plus the number of deputies added according to the size of the local population
as stipulated in the preceding paragraph shall be the total number of deputies to the local people’s congress.

The number of deputies to the people’s congresses of an autonomous region or a province where many minority nationalities live in
concentrated community may, upon decision of the Standing Committee of the National People’s Congress, be added by five percent.
The number of deputies to the people’s congress of a county, an autonomous county, a township or a nationality township where many
minority nationalities live in concentrated communities or people live in scattered groups may, upon decision of the standing committee
of the people’s congress of a province, an autonomous region, or a municipality directly under the Central Government, be added by
five percent of the total.

Article 10 The specific number of deputies to the people’s congress of a province, an autonomous region, or a municipality
directly under the Central Government shall be determined by the Standing Committee of the National People’s Congress according to
this Law. The specific number of deputies to the people’s congress of a city divided into districts, an autonomous prefecture, or
a county shall be determined by the standing committee of the people’s congress of a province, an autonomous region, or a municipality
directly under the Central Government according to this Law and reported to the Standing Committee of the National People’s Congress
for the record. The specific number of deputies to the people’s congress at the township level shall be determined by the Standing
Committee of the people’s congress at the county level according to this Law and reported to the standing committee of the people’s
congress at the next higher level for the record.

Article 11 Once the total number of deputies to a local people’s congress at any level is determined, it shall no longer be
changed. If the size of the population is changed considerably due to the change of the division in the administrative regions or
the construction of major projects or other reasons, the total number of deputies to the people’s congress at the corresponding level
shall be re-determined according to this Law.

Article 12 The number of deputies to the people’s congresses of autonomous prefectures, counties and autonomous counties shall
be allocated by the standing committees of the people’s congresses at the corresponding levels, in accordance with the principle
that the number of people represented by each rural deputy is four times the number of people represented by each town deputy. Townships,
nationality townships, and towns with exceptionally small populations shall have at least one deputy in the people’s congresses of
their respective counties and autonomous counties.

In the administrative areas of counties or autonomous counties which have towns with exceptionally large populations, or have enterprises
and institutions not under the leadership of the people’s governments at or below the county level whose workers and staff account
for a relatively large portion of the county’s total population, the ratio between the number of people represented by a rural deputy
and the number of people represented by a town deputy or a deputy of an enterprise or institution may, upon a decision made by the
standing committee of the people’s congress of the province, autonomous region, or municipality directly under the Central Government,
be smaller than four to one, even to the extent of one to one.

Article 13 In municipalities directly under the Central Government, cities and municipal districts, the number of people represented
by a rural deputy shall be greater than the number of people represented by an urban deputy.

Article 14 The number of deputies to the people’s congresses of provinces or autonomous regions shall be allocated by the standing
committees of the people’s congresses at the corresponding levels, in accordance with the principle that the number of people represented
by each rural deputy is four times the number of people represented by each urban deputy.

Chapter III

Number of Deputies to the National People’s Congress

Article 15 Deputies to the National People’s Congress shall be elected by the people’s congresses of the provinces, autonomous
regions, and municipalities directly under the Central Government and by the People’s Liberation Army.

The number of deputies to the National People’s Congress shall not exceed 3,000. The allocation of the number of deputies shall be
decided by the Standing Committee of the National People’s Congress in accordance with existing conditions.

The number of deputies to the National People’s Congress to be elected by the Hong Kong Special Administrative Region and the Macao
Special Administrative Region and the methods for their elections shall be prescribed separately by the National People’s Congress.

Article 16 The number of deputies to the National People’s Congress to be elected by the provinces, autonomous regions, and
municipalities directly under the Central Government shall be allocated by the Standing Committee of the National People’s Congress
in accordance with the principle that the number of people represented by each rural deputy is four times the number of people represented
by each urban deputy.

Article 17 The number of deputies to the National People’s Congress to be elected by minority nationalities shall
be allocated by the Standing Committee of the National People’s Congress, in the light of the population and distribution of each
minority nationality, to the people’s congresses of the various provinces, autonomous regions, and municipalities directly under
the Central Government, which shall elect them accordingly. Nationalities with exceptionally small populations shall each have at
least one deputy.

Chapter IV

Elections Among Minority Nationalities

Article 18 In areas where minority nationalities live in concentrated communities, each minority nationality shall have its
deputy or deputies sit in the local people’s congress.

Where the total population of a minority nationality in such an area exceeds 30 percent of the total local population, the number
of people represented by each deputy of that minority nationality shall be equal to the number of people represented by each of the
other deputies to the local people’s congress.

Where the total population of a minority nationality in such an area is less than 15 percent of the total local population, the number
of people represented by each deputy of that minority nationality may be appropriately smaller, but shall not be less than half the
number of people represented by each of the other deputies to the local people’s congress. In autonomous counties where the population
of the minority nationality practising regional autonomy is exceptionally small, the number of people represented by each deputy
of this minority nationality may, upon a decision made by the standing committee of the people’s congress of the province or autonomous
region, be less than half the number of people represented by each of the other deputies. Other nationalities with exceptionally
small populations living in concentrated communities shall each have at least one deputy.

Where the total population of a minority nationality in such an area accounts for not less than 15 percent and not more than 30 percent
of the total local population, the number of people represented by each deputy of that minority nationality may be appropriately
smaller than the number of people represented by each of the other deputies to the local people’s congress, but the allocated number
of deputies to be elected by that minority nationality shall not exceed 30 percent of the total number of deputies.

Article 19 In autonomous regions, autonomous prefectures and autonomous counties, and in townships, nationality townships,
and towns where a certain minority nationality lives in a concentrated community, the provisions of Article 18 of this Law shall
be applicable to the election to the local people’s congresses of deputies of other minority nationalities and the Han nationality
also living in concentrated communities in such areas.

Article 20 With respect to minority nationalities living in scattered groups, the number of people represented by each of their
deputies to the local people’s congresses may be less than the number of people represented by each of the other deputies to such
congresses.

In autonomous regions, autonomous prefectures and autonomous counties, and in townships, nationality townships, and towns where a
certain minority nationality lives in a concentrated community, the provisions of the preceding paragraph shall be applicable to
the election to the local people’s congresses of deputies of other minority nationalities and the Han nationality living in scattered
groups in such areas.

Article 21 In cities not divided into districts, municipal districts, counties, townships, nationality townships, and towns
where various minority nationalities live in concentrated communities, the minority nationality electorates may vote separately or
jointly in the election of deputies to the local people’s congress, depending on the relations between the nationalities, and their
residential situation in such areas.

In autonomous counties and in townships, nationality townships, and towns where a certain minority nationality lives in a concentrated
community, the provisions of the preceding paragraph shall be applicable to the election to the respective people’s congresses of
deputies of other minority nationalities and the Han nationality living in such areas.

Article 22 The electoral documents, roll of voters, voter registration cards, list of candidates for deputies, deputies’ election
certificates and election committee seals made or published by autonomous regions, autonomous prefectures and autonomous counties
shall be in the written languages of the nationalities commonly used in the locality.

Article 23 Other matters concerning elections among minority nationalities shall be handled with reference to the provisions
of the relevant articles of this Law.

Chapter V

Zoning of Electoral Districts

Article 24 The number of deputies to the people’s congresses in cities not divided into districts, municipal districts, counties,
autonomous counties, townships, nationality townships, and towns shall be allocated to the electoral districts, and elections shall
be held in the electoral districts. The zoning of electoral districts may be decided according to the voters’ residence or on the
basis of production units, institutions and work units.

The zoning of electoral districts shall be decided on the basis of one to three deputies to be elected from each electoral district.

Article 25 The number of people represented by each deputy from an urban electoral district shall be generally the same. The
number of people represented by each deputy from a rural electoral district shall be generally the same.

Chapter VI

Registration of Voters

Article 26 The registration of voters shall be conducted on the basis of electoral districts, and the voters’ qualifications
confirmed through registration shall have long-term validity. Prior to each election, voters who have reached the age of 18 since
the last registration of voters or who have had their political rights restored after a period of deprivation of political rights
has expired, shall be registered. Voters who have moved out of the electoral districts where they originally registered shall be
included in the roll of voters in the electoral districts to which they have newly moved; those who are deceased or have been deprived
of political rights according to law shall be removed from the roll.

Citizens who suffer from mental illness and are incapable of exercising their electoral rights shall, upon determination by the election
committee, not be included in the roll of voters.

Article 27 The roll of voters shall be made public 20 days prior to the date of election. and voter registration cards shall
be issued. Where voters take part in elections and cast their votes on the strength of their voter registration cards, they
shall be issued voter registration cards.

Article 28 Anyone who has an objection to the roll of voters may appeal to the election committee. The election committee shall
make a decision on the appeal within three days. If the appellant is not satisfied with the decision, he may bring a suit in the
people’s court at least five days prior to the date of election, and the people’s court shall make a judgment before the date of
election. The judgment of the people’s court shall be final.

Chapter VII

Nomination of Candidates for Deputies

Article 29 Candidates for deputies to the national and local people’s congresses shall be nominated on the basis of electoral
districts or electoral units.

Political parties and people’s organizations may either jointly or separately recommend candidates for deputies. A joint group of
at least ten voters or deputies may also recommend candidates. Those who submit recommendations shall inform the election committee
or the presidium of the congress of their candidates’ backgrounds.

Article 30 The number of candidates for deputies to the national and local people’s congresses shall be greater than the number
of deputies to be elected.

The number of candidates for deputies to be directly elected by the voters shall be from one third to 100 percent greater than the
number of deputies to be elected; the number of candidates for deputies to be elected by various local people’s congresses to the
people’s congresses at the next higher level shall be 20 to 50 percent greater than the number of deputies to be elected.

Article 31 Candidates for deputies to the people’s congresses to be directly elected by the voters shall be nominated by the
voters in the various electoral districts and by the various political parties and people’s organizations. The election committee
shall, 15 days prior to the date of election, collect and publish the list of nominees and submit it to voter groups in the respective
electoral districts for discussion and consultation to determine the list of full candidates. If the number of nominated candidates
exceeds the maximum percentage for competitive election as specified in Article 30, the election committee shall submit the list
of candidates to voter groups for discussion and consultation, and the list of full candidates shall be determined according to the
opinions of the majority of voters; if a relative consensus cannot be reached on full candidates for deputies, a preliminary election
shall be conducted and the list of full candidates shall be determined by the order of the number of

votes that the nominees have obtained in the preliminary election. The list of full candidates shall be made public five days prior
to the date of election.

When a local people’s congress at or above the county level is to elect deputies to a people’s congress at the next higher level,
the time for nominating and deliberating candidates for such deputies shall not be less than two days. The presidium of the people’s
congress at the said level shall print and distribute the list of the candidates nominated according to law to all the deputies for
deliberation and discussion. If the number of the nominees conforms to the proportion for competitive election as provided in Article
30 of this Law, balloting competitive election shall be held directly. If the number of the nominees exceeds the maximum proportion
for competitive election as provided by Article 30 of this Law, preliminary election shall be held. By the order of the number of
votes that the nominees have obtained in the preliminary election, a formal list of candidates shall be determined in agreement with
the specific proportion for competitive election as it contained in the measures of election

adopted by the people’s congress at that level in accordance with this Law, and then balloting shall be held.

Article 32 When a local people’s congress at or above the county level is to elect deputies to the people’s congress at the
next higher level, the nominees for deputies shall not be limited to the current deputies to the lower people’s congress.

Article 33 The election committee or the presidium of the people’s congress shall brief voters or deputies on the candidates
for deputies. Political parties, people’s organizations, voters and deputies that have nominated candidates for deputies may brief
voters on those candidates at group meetings of voters or deputies. The election committee may arrange for the candidates to meet
with voters and to answer their questions. However, such briefings must stop on the day of election.

Chapter VIII

Election Procedure

Article 34 Where voters directly elect deputies to a people’s congress, they shall, as prescribed by the election committee,
be issued ballots on the strength of their identification cards or voter registration cards. In each electoral district, polling
stations shall be set up, mobile polling boxes provided or election meetings held for the election. Balloting shall be presided over
by the election committee.

Article 35 Where a local people’s congress at or above the county level is to elect deputies to the people’s congress at the
next higher level, the election shall be presided over by the presidium of the lower people’s congress.

Article 36 The election of deputies to the national and local people’s congresses shall be by secret ballot.

If a voter is illiterate or handicapped and is therefore unable to write his ballot, he may entrust another person to write it for
him.

Article 37 A voter may vote for or against a candidate for deputy and may vote instead for any other voter or abstain.

Article 38 A voter who is absent from his electoral district during the time of an election may, with the approval of the election
committee and by written authorization, entrust another voter with a proxy vote. A voter shall not stand proxy for more than three
persons.

Article 39 When balloting has been concluded, scrutineers and vote-counters elected by the voters or deputies, and members
of the election committee or members of the presidium of the people’s congress shall check the number of people who voted against
the number of votes cast and make a record of it; the record shall be signed by the scrutineers.

Article 40 An election shall be null and void if the number of votes cast is greater than the number of people who voted, and
it shall be valid if the number of votes cast is less than the number of people who voted.

A ballot shall be null and void if more candidates are voted for than the number of deputies to be elected, and it shall be valid
if fewer candidates are voted for than the number of deputies to be elected.

Article 41 In a direct election of deputies to the people’s congresses, the election shall be valid, if more than half of all
the voters in an electoral district cast their votes. Candidates for deputies shall be elected only if they have obtained more than
half of the votes cast by the voters that take part in the election.

When a local people’s congress at or above the county level is to elect deputies to a people’s congress at the next higher level,
candidates for deputies shall be elected only if they have obtained more than half of the votes of all the deputies.

Where the number of candidates who have obtained more than half of the votes exceeds the number of deputies to be elected, the ones
who have obtained more votes shall be elected. Where the number of votes for some candidates is tied, making it impossible to determine
the ones to be elected, another balloting shall be conducted for these candidates to resolve the tie, and the ones who have obtained
more votes shall be elected.

If the number of elected deputies who have obtained more than half of the votes is less than the number of deputies to be elected,
another election shall be held to make up the difference. When another election is held, the name list of candidates shall, by order
of the number of votes they have obtained in the first balloting, be determined in accordance with the proportion for competitive
election as provided in Article 30 of this Law. If only one deputy is to be elected, the number of candidates shall be two.

When another election is held to elect deputies to the people’s congress at the county or township level in accordance with the provisions
in the preceding paragraph, the candidates who have obtained more votes than the others shall be elected; however, the number of
the votes they have obtained shall not be less than one-third of the votes cast. When another election is held by the local people’s
congress at or above the county level to elect deputies to the people’s congress at the next higher level, the candidates shall be
elected only when they have obtained a majority vote of all the deputies.

Article 42 The election committee or the presidium of the people’s congress shall determine, in accordance with this Law, whether
or not the result of an election is valid and shall announce it accordingly.

Chapter IX

Supervision, Recall and By-Elections Held to Fill Vacancies

Article 43 All deputies to the national and local people’s congresses shall be subject to the supervision of the voters and
the electoral units which elect them. Both the voters and electoral units shall have the right to recall the deputies they e

INTERPRETATION OF CHINA INSURANCE REGULATORY COMMISSION ON ISSUES CONCERNING COMMERCIAL BANKS’ APPLICATION FOR THE QUALIFICATION FOR CONCURRENT-BUSINESS INSURANCE AGENCY

Interpretation of China Insurance Regulatory Commission on Issues Concerning Commercial Banks’ Application for the Qualification for
Concurrent-Business Insurance Agency

July 27, 2006

Recently, China Insurance Regulatory Commission distributed the Notification on Regulating the Commission of Insurance Business by
Banks(Bao Jian Fa [2006] No.70). Paragraph 1 of Article 1 stipulates that “Where a commercial bank plans to act as an agent of insurance
business, its first-level branches shall acquire the qualifications to be concurrent-business insurance agencies.” Some insurance
regulatory bureaus, commercial banks and insurance companies called us to consult about the policy implication of this provision.
The following interpretations are hereby given as follows:

The first-level branches of some commercial banks or its sub-branches may act as an agent of insurance business without acquiring
the Concurrent-Business Insurance Agency License before the issuance of Bao Jian Fa [2006] No.70. While after the issuance of the
Document, where a commercial bank plans to act as an agent of insurance business, its first-level branches shall acquire the qualification
for concurrent-business insurance agency and the Concurrent-Business Insurance Agency License. The sub-branches shall follow the
existing policies on the supervision of concurrent-business insurance agencies before the promulgation of the newly revised Provisions
on the Administration of Concurrent-Business Insurance Agencies. The local insurance regulatory bureaus shall make decisions in accordance
with the actual situation of the local market and shall execute according to the revised Provisions on the Administration of Concurrent-Business
Insurance Agencies after its promulgation.

China Insurance Regulatory Commission
2006-06-27

PROVISIONS FOR THE ADMINISTRATION OF THE POST-HOLDING QUALIFICATIONS OF DIRECTORS AND SENIOR MANAGERS OF INSURANCE COMPANIES

Decree of China Insurance Regulatory Commission

No. 4

The Provisions for the Administration of the Post-holding Qualifications of Directors and Senior Managers of Insurance Companies,
which have been deliberated and adopted by the executive meeting of the chairmen of China Insurance Regulatory Commission on June
12, 2006, are hereby promulgated and shall come into force as of August 1, 2006.
Chairman Wu Dingfu

July 12, 2006

Provisions for the Administration of the Post-holding Qualifications of Directors and Senior Managers of Insurance Companies
Chapter I General Provisions

Article 1

In order to enhance and perfect the administration of the directors and senior managers of insurance companies, safeguard the stable
business operations of insurance companies and promote the sound development of the insurance industry, the present Provisions are
formulated under the Insurance Law of the People’s Republic of China (hereinafter referred to as the Insurance Law) and other relevant
laws and administrative regulations.

Article 2

The term Insurance companies as mentioned herein refer to the commercial insurance companies that are established upon approval of
the insurance regulatory institutions and legally registered.

The term “branch institutions of insurance companies” as mentioned herein refers to the branch companies, central sub-branch companies,
sub-branch companies and business departments lawfully established by insurance companies.

The term “insurance institutions” as mentioned herein refers to the headquarters and the branches of the insurance companies.

The term “business departments” as mentioned herein refers to the departments that are established by insurance companies and hold
a License for Insurance Operations.

Article 3

The term “senior managers” as mentioned herein refers to the following persons who have the policy-making power or have important
influence on the business administration of an insurance company:

(1)

General managers, deputy general managers and assistants to the general managers in the headquarters, branch companies and central
sub-branch companies;

(2)

Secretary of the board of directors, regulation-compliance person in charge, chief actuary, and chief finance officer;

(3)

Managers of the sub-branch companies and business departments; and

(4)

Persons in charge who have the same power as that of the aforesaid senior managers.

Article 4

The hierarchical examination and administration for the post-holding qualifications of directors and senior managers shall be performed
by The CIRC and its dispatched institution.

The CIRC shall be responsible for the examination and administration of the post-holding qualifications of the directors and senior
managers of the headquarters of insurance companies. The institutions dispatched by the CIRC shall be responsible for the examination
and administration of the post-holding qualifications of the branch institutions of the insurance companies within their respective
jurisdiction unless it is otherwise provided for by the CIRC.

Article 5

The examination of the post-holding qualifications of directors and senior managers shall be implemented by the CIRC and its dispatched
institution by means of examination and approval system and the reporting system.

The examination and approval system shall apply to the examination of the post-holding qualifications of the following persons:

(1)

General managers, deputy general managers and assistants to the general managers of the headquarters, branch companies and central
sub-branch companies; and

(2)

Secretary of the board of directors, regulation-compliance person in charge, chief actuary, and chief finance officer;

The reporting system shall apply to the examination of the post-holding qualifications of the managers of the sub-branch companies
and business departments.

Article 6

A director or senior manager subject to the examination and approval system shall submit an application in name of its appointing
institution to the CIRC or its dispatched institution for inspecting and approving his post-holding qualifications before he is appointed.

As to a senior manager that is subject to the reporting system, the appointing institution shall submit a report to the institution
dispatched by the CIRC after the appointment.

An institution dispatched by the CIRC may require the branch companies to uniformly report the appointment of the senior managers
that are subject to the reporting system in accordance with the specific circumstances within its jurisdiction.

Chapter II Requirements for the Post-holding Qualifications

Article 7

The directors and senior managers shall observe the laws, regulations, and insurance surveillance rules, and shall comply with the
articles of association of the insurance company.

Article 8

The directors and senior managers shall have good behavior of integrity and faithfulness, as well as the professional knowledge,
work experience and management capabilities necessarily for the performance of their duties.

Article 9

The legal representative of a Chinese-invested insurance company shall be a citizen of the People’s Republic of China.

Article 10

A person that occupies the chairman of the board of directors, general manager, deputy general manager or assistant to the general
manager of an insurance company shall satisfy the requirements as follows:

(1)

Having a bachelor’s degree or above;

(2)

Having a financial work experience of over 5 years, or an economic work experience of over 8 years; and

(3)

Having ever been a conductor or manager in an enterprise, public institution or state organ.

Article 11

A person that occupies an independent director of an insurance company shall have independence, and be able to make independent and
objective judgments on the business activities of the insurance company.

Article 12

To assume the post of other directors of an insurance company, the candidate shall have over 5 years work experience in finance,
law or accounting so as to satisfy the requirements in the duties they are to perform.

Article 13

Where a person occupies the secretary of the board of directors of an insurance company, the candidate shall be consistent with the
requirements as follows:

(1)

Having a bachelor’s degree or above; and

(2)

Having 5 years work experience so as to satisfy the requirements in the duties he is to perform.

Article 14

Where a candidate occupies general manager, deputy general manager, assistant to the general manager of branch company or central
sub-branch company of an insurance company, he shall meet the requirements as follows:

(1)

Having a bachelor’s degree or above; and

(2)

Having financial work experience for 3 years or above or economic work experience for 5 years or above.

Article 15

To occupy the manager of sub-branch company or business department of an insurance company, the candidate shall have economic work
experience for 3 years or above.

Article 16

As to a candidate of the director or senior manager that has a master’s degree of insurance, finance, economic management, investment,
law or accounting, the requirement for the term of his economic work experience may be properly relaxed.

If a candidate chairman of the board of directors or senior manager has insurance work experience for 8 years or above or has made
outstanding contributions in the insurance industry, the requirement for his education background may be relaxed from university
to college.

Article 17

A candidate shall not occupy the director or senior manager of an insurance company in case of any of the circumstances as follows:

(1)

He is under any of the circumstances as prescribed in Article 147 of the Company Law;

(2)

The prescribed time period has not elapsed since the day when his post-holding qualifications were cancelled or revoked or his access
to the market was banned by the financial regulatory department;

(3)

It is clear that 7 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as prescribed in Subparagraph 15 of Article 41 ;

(4)

It is clear that 5 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as prescribed in Subparagraphs 4 through 14 of Article 41 ;

(5)

It is clear that 3 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as required in Subparagraph 1 through 3 of Article 41 ;

(6)

He is being examined by the judicial organ, disciplinary and surveillant departments, the CIRC or its dispatched institution because
of his suspicion of having violated any law or regulation, and no conclusion has not been made yet; or

(7)

Other circumstances under which he is deemed to be improper to occupy director or senior manager by the CIRC.

Article 18

Where a director or senior manager in an insurance company that has been rectified or taken over is directly responsible for the
rectification and takeover, he shall not occupy the director or senior manager of another insurance institution in the period of
rectification and takeover.

Chapter III Examination of Post-holding Qualifications

Article 19

Where an insurance institution appoints a director or senior manager that is subject to examination and approval system, it shall
submit the following written materials (in triplicate) to the CIRC or its dispatched institution before the appointment, and submit
the corresponding electronic files at the same time:

(1)

An application for the examination and approval of the post-holding qualifications of the candidate director or senior manager;

(2)

An application form for the post-holding qualifications of the candidate director or senior manager;

(3)

Copies of such certificates as the identity certificate, diploma, etc. of the director or senior manager candidate. If he has a passport,
a copy of this shall be submitted as well;

(4)

The comprehensive evaluation on the moral, professional knowledge, business capability and work performance of the candidate of the
director or senior manager;

(5)

A post-leaving audit report shall be submitted if it is required by the CIRC; and

(6)

Other materials as prescribed by the CIRC.

Article 20

The application for examination and approval of the post-holding qualifications shall be examined by the CIRC and its dispatched
institution by means of

(1)

examining the materials of post-holding applications;

(2)

arranging an interview of the post inspection with the director or senior manager candidate.

Article 21

An interview of the post inspection may include the aspects as follows:

(1)

To know the basic information about the director or senior manager candidate;

(2)

To inspect how well the candidate of the director or senior manager understands the important insurance laws, administrative regulations
and rules;

(3)

To give some suggestions to the candidate of the director or senior manager about the issues on which he should focus; and

(4)

Other aspects necessary to inspect or suggest as required by the CIRC or its dispatched institution.

Written records shall be made for the interview of the post inspection and shall be affixed with the signatures of the inspector and
the director or senior manager candidate.

Article 22

The CIRC and its dispatched institution shall make a decision of approval or disapproval within 20 days after the receipt of the
application for the examination and approval of the post-holding qualifications. In case of approval, a post-holding qualification
approval document shall be issued to the applicant. While for disapproval, a decision in written form shall be made with an explanation.

Article 23

An insurance institution that appoints a senior manager who is subject to the reporting system shall report to the institution dispatched
by the CIRC within 10 days after the appointment, and shall submit the written materials in duplicate as follows:

(1)

A report form about the appointment of the senior manager;

(2)

A decision concerning the appointment of the senior manager; and

(3)

The copies of relevant certificates as the identity card, diploma, etc of the senior manager. If the senior manager has a passport,
a photocopy of his passport shall be submitted as well.

Article 24

The following institutions may be issued some consultation letters by the CIRC or its dispatched institution for the purpose of knowing
the law-and-regulation compliance of the acts conducted by a director or senior manager in the former institution where he held a
post:

(1)

If the director or senior manager has ever assumed a post other sectors before he holds the post in the insurance sector, the CIRC
or its dispatched institution may inquire the former surveillance institution about the relevant information, or it may inquire the
former institution where he held a post, if there is no surveillance department; and

(2)

If the director or senior manager holds a post of the insurance sector in other localities, the dispatched institution of the place
where he is to hold the post shall inquire the dispatched institution of the place where he left his post.

Article 25

When a director or senior manager whose post-holding qualifications have already been examined and approved is transferred, or concurrently
holds the post of the senior manager of the same or inferior level, within the same insurance company and its branch institutions,
it is not necessary to inspect and approve his post-holding qualifications over again.

Article 26

If a director or senior manager commits any of the following circumstances, it shall be invalid of his post-holding qualifications
automatically. If he is to re-assume the post of a director or senior manager, a post-holding qualification examination shall be
performed:

(1)

Working for this insurance company and its branch institutions no more;

(2)

Being ordered to be dismissed and replaced or be given other administrative sanctions; or

(3)

Committing any of the circumstances as mentioned in Paragraph one of Article 147 of the Company Law.

Article 27

The materials of the post-holding qualification examination shall be written in Chinese. If the original materials are in a foreign
language, it shall be attached with Chinese translations that have been notarized by a Chinese notarization institution.

Article 28

The materials of post-holding qualification examination shall be submitted faithfully by insurance institutions.

The insurance institution and the director or senior manager that accepts the examination of the post-holding qualifications shall
be responsible for the authenticity of the substantial contents of the materials submitted.

Article 29

An insurance institution shall use the post-holding qualification application form and post-holding report form for directors and
senior managers with the uniform formats established by the CIRC.

Chapter IV Surveillance and Administration

Article 30

As to any director or senior manager that is subject to the examination and approval system, he shall not be appointed by an insurance
institution in any form without examination and approval.

In case of a special circumstance under which it is necessary for an insurance institution assign a temporary person in charge, the
temporary term may not be more than 3 months.

Article 31

An insurance institution shall work out a document on the appointment of the director or senior manager within 30 days after it receives
the documents of post-holding qualification examination and approval.

Article 32

The appointment of a director or senior manager by an insurance company is invalidated in case of any of the circumstances as follows:

(1)

Appointing a director or senior manager that is subject to the examination and approval system without examination and approval; or

(2)

Appointing a senior manager that is subject to the reporting system in violation of any of the post-holding requirements as prescribed
in the present Provisions.

Article 33

An insurance institution shall report to the CIRC or the local institution dispatched by the CIRC within 10 days after any of the
following decision has been made:

(1)

A decision on the appointment or adjustment of the functions of a director or senior manager that is subject to the examination and
approval system;

(2)

A decision concerning the dismissal or the approval of resignation of a director or senior manager;

(3)

A decision concerning the appointment or the dismissal of a temporary person in charge;

(4)

A decision concerning the deposal or sanction of removal of a senior manager; or

(5)

A decision concerning dismissing and replacing a director or senior manager by another person due to an administrative punishment
order.

As to the transfer of a senior manager to another locality, the insurance institution shall not only report his deposal to the institution
dispatched by the CIRC in the place where he leaves his post, but also report his destination of the new post to the dispatched institution
in the place where he is to hold a new post simultaneously.

Article 34

If any director or senior manager commits a crime, is given a industrial disciplinary sanction or a non-insurance administrative
punishment in his occupation, the insurance institution shall, within 15 days after it knows or should know the decision of judgment,
industrial disciplinary sanction or administrative punishment, report to the CIRC or its dispatched institution.

Article 35

In case of the post-holding qualifications applied by any insurance institution or director or senior manager by means of concealing
the relevant information or providing false materials, the CIRC or its dispatched institution shall reject or disapprove the application
for the examination and approval of the post-holding qualifications, and shall reject any new application for the post-holding qualifications
of the director or senior manager within one year.

If any insurance institution or director or senior manager obtains the post-holding qualifications by cheating, bribery or any other
illegal means, the qualifications shall be revoked by the CIRC or its dispatched institution, and any new application for the post-holding
qualifications shall be rejected within 3 years.

Article 36

In case of any of the circumstances as prescribed in Paragraph one of Article 147 of the Company Law occurring during the occupation
term of a director or senior manager, his post shall be removed by the insurance institution, and this insurance institution may
also be ordered by the CIRC or its dispatched institution to remove him from his post in accordance with relevant laws.

Article 37

The CIRC or its dispatched institution may show to the directly liable director or senior manager a major risk warning letter, arrange
a surveillance interview, and where necessary, the insurance institution shall be ordered to make a rectification within a time limit,
if it is under any of the circumstances as follows:

(1)

There is any serious hidden danger in the business operation, use of fund, corporate governance structure or inner control system
of the insurance institution;

(2)

Evidence indicates that any director or senior manager is in violation of the obligation regarding good faith and diligence as prescribed
in the Company Law, and leads to severe damage to the business operation of the insurance company; or

(3)

Any other circumstance under which a warning of serious risk deems necessary to be given by the CIRC or its dispatched institution.

The insurance institution shall submit the rectification information in written form to the CIRC and its dispatched institution in
a timely manner.

Article 38

A director or senior manager shall perform a post-leaving audit in accordance with relevant provisions of the CIRC before leaving
his post.

Article 39

The CIRC and its dispatched institution shall establish and perfect the filing of the directors and senior managers of insurance
institutions and the filing shall cover the contents as follows:

(1)

The records of administrative punishments, disciplinary sanctions of the insurance sector, or others bad ones;

(2)

The records of examination of post-holding qualifications, posts alteration, etc.;

(3)

A report of post-leaving audit; and

(4)

SUPPLEMENTARY PROVISIONS II ON THE MEASURES FOR THE ADMINISTRATION OF FOREIGN INVESTMENT IN COMMERCIAL FIELDS

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

No. 22

The Supplementary Provisions II on the Measures for the Administration of Foreign Investment in Commercial Fields, which were deliberated
and adopted at the 8th executive meeting of the Ministry of Commerce on August 21, 2006, are hereby promulgated and shall come into
force as of December 1, 2006.
Bo Xilai, Minister of the Ministry of Commerce

November 3, 2006

Supplementary Provisions II on the Measures for the Administration of Foreign Investment in Commercial Fields

For the purposes of promoting the establishment of a closer economic partnership between Hong Kong and Macao and encouraging Hong
Kong and Macao service providers to set up commercial enterprises in mainland China, pursuant to the Supplementary Agreement III
on Hong Kong/Mainland Closer Economic Partnership Arrangement and the Supplementary Agreement III on Macao/Mainland Closer Economic
Partnership Arrangement as approved by the State Council, the supplementary provisions on matters of Hong Kong and Macao service
providers’ investment in commercial fields in the Measures for the Administration of Foreign Investment in Commercial Fields (Decree
of the Ministry of Commerce [2004], No. 8 ) are hereby formulated as follows:

Where the same Hong Kong, or Macao service provider has set up over thirty (30) shops accumulatively in mainland China, if the commodities
operated include books, newspapers, magazines, pharmaceutical, pesticide, agricultural film, chemical fertilizer, grain, plant oil,
sugar, cotton, etc., and the above commodities are with different brands, from different suppliers, the Hong Kong or Macao service
provider is allowed to hold the shop, but with a capital contribution less than 65%.

The term “Hong Kong or Macao service provider” in the present Provisions shall be in line with the definition of “Service Provider”
and relevant provisions in Hong Kong/Mainland Closer Economic Partnership Arrangement and Macao/Mainland Closer Economic Partnership
Arrangement respectively.

Other matters in respect of Hong Kong or Macao service providers’ investment in commercial fields in mainland China shall still be
executed in accordance with the Measures for the Administration of Foreign Investment in Commercial Fields.

The present Provisions shall be implemented as of December 1, 2006.

Ministry of Commerce
2006-11-03

INTERIM MEASURES ON THE ADMINISTRATION OF DOMESTIC SECURITIES INVESTMENT BY QUALIFIED FOREIGN INSTITUTIONAL INVESTORS

2002110520021201The China Securities Regulatory Commission, the People’s Bank of ChinaDecree of the China Securities Regulatory Commission (CSRC) and the People’s Bank of China (PBC)No.12The Interim Measures on the Administration of Domestic Securities Investment by Qualified Foreign Institutional Investors is hereby
promulgated and will enter into force as of December 1, 2002.CSRC Chairman Zhou XiaochuanPBC Governor Dai XianglongNovember 5, 2002epdf/e02916.pdfI, Hforeign institution, investor, securities investment, qualification, custody, registration, clearance, settlement, capital, funde02916Interim Measures on the Administration of Domestic Securities Investment by Qualified Foreign Institutional InvestorsChapter I General ProvisionsArticle 1 Pursuant to relevant laws and administrative regulations, the Measures is enacted in order to regulate the investment activities of
qualified foreign institutional investors in the securities market within the PRC customs territory, and to promote the development
of China’s securities market.Article 2 Qualified foreign institutional investors (hereinafter referred to as QFIIs) stated in the Measures refer to fund management institutions,
insurance companies, securities companies and other assets management institutions outside the PRC customs territory which meet the
qualifications stipulated in the Measures, and have been approved by the China Securities Regulatory Commission (hereinafter referred
to as the CSRC) to invest in China’s securities market and granted investment quotas by the State Administration of Foreign Exchange
(hereinafter referred to as the SAFE).Article 3 QFIIs shall mandate domestic commercial banks as custodians to manage assets, and shall entrust domestic securities companies to handle
securities trading activities within the PRC customs territory.Article 4 QFIIs shall comply with laws, regulations and other relevant rules of the PRC.Article 5 The CSRC and the SAFE shall, in accordance with laws, supervise and govern the securities investment activities by the QFIIs within
the PRC customs territory.Chapter II Qualifications and Approval ProceduresArticle 6 In order to qualify as a QFII, an applicant shall meet the following requirements:1.The applicant is financially stable and of good credit, meet the asset size and other requirements set by the CSRC; and has a risk
control index that complies with the law of, and the requirements of the securities regulatory institutions in the country or region
of its domicile;2.Employees of the applicant shall meet relevant professional qualification requirements of the country or region of its domicile;3.The applicant has a solid corporate governance structure and well defined internal control system, conducts business in accordance
with relevant regulations, and has not been subject to any serious penalties by regulators in the country or region of its domicile
during the most recent three years;4.The country/region where the applicant domiciles shall have a sound legal and regulatory system, and the securities regulator of such
country or region has signed a Memorandum of Cooperation and Understanding and maintains an effective co-operative relationship in
supervision with the CSRC; and5.Any other requirements prescribed by the CSRC based on prudential regulatory principles.Article 7 The asset size requirements and other requirements in the preceding article are: Fund management institutions: minimum five years
experience in funds business and no less than US$10 billion assets under management in the most recent fiscal year; Insurance companies:
minimum 30 years experience in insurance business, no less than US$1 billion in paid-up capital, and no less than US$10 billion securities
assets under management in the most recent fiscal year; Securities companies: minimum 30 years experience in securities business,
no less than US$1 billion in paid-up capital, and no less than US$10 billion securities assets under management in the most recent
fiscal year; Commercial banks: ranking in the top 100 globally in terms of total assets, no less than US$10 billion securities assets
under management in the most recent fiscal year. The CSRC may adjust the aforementioned asset size and other requirements according
to the development of securities market.Article 8 In order to apply for qualification as a QFII and for approval of investment quota, the applicant shall , through its custodian, submit
the following documents to the CSRC and the SAFE respectively:1.A written application (including the applicant’s basic information, investment quota applied for and investment plan, etc.);2.Documents certifying compliance with the requirements prescribed in Article 6 of the Measures;3.A draft of custodianship agreement signed with the custodian;4.Audited financial statements for the most recent three years;5.A statement on the source of funds and a commitment letter of no repatriation of investment during the approval period;6.A letter of authorization from the applicant; and7.Other documents required by the CSRC and the SAFE. If the above documents are prepared in a foreign language, a Chinese translation
or a Chinese summary shall be attached.Article 9 The CSRC shall decide whether to approve or not to approve the application within fifteen working days after receipt of the complete
set of application documents. A securities investment license shall be granted to the applicant that is approved; a written notification
shall be sent to the applicant that is not approved.Article 10 Upon receipt of the securities investment license, the applicant shall apply through its custodian to the SAFE for the investment
quota. The SAFE shall decide whether to approve or not to approve the application within fifteen working days after receipt of the
complete set of application documents. If approved, the SAFE will send the applicant a written notice of the approved investment
quota and issue to the applicant a foreign exchange registration certificate; if not, the applicant will be sent a written notification.
The securities investment license shall automatically become invalid if the applicant fails to obtain the foreign exchange registration
certificate within one year after it has obtained the securities investment license.Article 11 To encourage long- and medium-term investment, priority shall be given to China’s closed-end funds that meet the requirements set
forth in Article 6 of the Measures, or pension funds, insurance funds, and mutual funds that have solid track records of investment
in other markets.Chapter III Custody, Registration and ClearanceArticle 12 A custodian shall meet the following requirements:1.Having a dedicated custody department;2.Having no less than RMB 8 billion in paid-up capital;3.Having sufficient professionals who are familiar with custodial business;4.Having facilities for safekeeping all fund assets;5.Having secure and efficient delivery and trading capabilities;6.Being qualified as a designated foreign exchange bank and for conducting RMB business;7.Having no record of severe violation of foreign exchange administrative rules in the most recent three years. Local branches of foreign-funded
commercial banks that have continuously operated for more than three years may apply for acting as a custodian, with its paid-in
capital calculated with reference to its offshore head office.Article 13 Qualification as a custodian must be examined and approved by the CSRC, the People’s Bank of China (hereinafter referred to as the
PBC) and the SAFE.Article 14 A domestic commercial bank shall submit the following documents to the CSRC, the PBC and the SAFE for custodian license approval:1.A letter of application;2.A copy of its financial business license;3.The management system for its custody business;4.Documents certifying that it has an efficient and high-speed information technology system; and5.Other documents required by the CSRC, the PBC and the SAFE. The CSRC, in consultation with the PBC and the SAFE, shall review the
application and decide whether to approve it or not.Article 15 A custodian shall perform the following responsibilities:1.Safekeeping all assets entrusted by a QFII;2.Handling foreign exchange sale, purchase, receipt and payment, and Renminbi clearance business for the QFII;3.Monitoring the investment activities of the QFII, and reporting in time to the CSRC and the SAFE in case its investment instructions
are found to have violated laws or regulations;4.Reporting to the SAFE the QFII’s inward/outward remittance of investment principal or proceeds and foreign exchange sale and purchase
within two working days after the remittance is made;5.Reporting to the CSRC and the SAFE on the receipt and payment to and from the QFII’s special Renminbi account within five working
days following the end of each month;6.Preparing an annual financial report on the domestic securities investment of the QFII for the previous year and submitting the same
to the CSRC and the SAFE within three months following the end of each fiscal year;7.Preserving materials related to the QFII’s inward/outward remittance, foreign exchange conversion, foreign exchange receipt and payment,
and fund movement records for no less than fifteen years;8.Other responsibilities stipulated by the CSRC, the PBC and the SAFE according to the principles of prudential supervision.Article 16 A custodian shall strictly segregate its self-owned assets from the assets that is entrusted to manage. A custodian shall keep separate
accounts for each QFII and manage those accounts separately. Each QFII shall entrust only one custodian.Article 17 A QFII shall entrust the custodian to apply on its behalf for the opening of a securities account at a securities registration and
settlement institution. The custodian shall submit the letter of authorization from the QFII and its securities investment business
license for account opening and shall file relevant information with the CSRC for record within five working days after the opening
of such securities account. The QFII shall entrust the custodian to open an RMB funds settlement account at the securities registration
and settlement institution to settle funds with this institution. The custodian shall be responsible for funds settlement of the
QFII’s domestic securities investment, and file relevant information with the CSRC and the SAFE for record within five working days
after the opening of such RMB account.Chapter IV Investment OperationArticle 18 A QFII may invest in the following RMB denominated financial instruments within its approved investment quota:1.Stocks listed and traded on stock exchanges, except for Domestically Listed Foreign Currency Shares (B shares);2.Government bonds listed and traded on stock exchanges;3.Convertible bonds and corporate bonds listed and traded on stock exchanges;4.Other financial instruments approved by the CSRC.Article 19 A QFII may entrust a domestically registered securities company to manage its domestic securities investment. Each QFII shall entrust
only one securities company.Article 20 A QFII shall comply with the following rules for its domestic securities investment :1.An individual QFII shall invest no more than 10 percent of the total amount of shares of a single listed company;2.The total shares held by all QFIIs in a single listed company shall be no more than 20 percent of the total amount of shares of the
company. The CSRC may adjust the above percentages according to the development of securities market.Article 21 A QFII’s domestic securities investment shall be in compliance with the Foreign Investment Industry Guideline.Article 22 The securities company shall keep such materials as the records of consummated transactions and transaction activities of a QFII for
no less than fifteen years.Chapter V Funds ManagementArticle 23 With the approval of the SAFE, a QFII shall open a special Renminbi account at the custodian’s place of business. The custodian shall
report relevant information to the CSRC and the SAFE for record within five business days after the opening of the special Renminbi
account.Article 24 The receipts of the special Renminbi account shall include: funds from sale of foreign exchange (foreign exchange coming from overseas
with the accumulative amount of such sale not exceeding the approved investment quota), proceeds from sale of securities, cash dividends,
interest on current deposits, and interest on bonds. Payments of the special Renminbi account shall include: funds to purchase securities
(including stamp duty, processing fees, etc.), domestic custodian and management fees, and funds to purchase foreign exchange (for
outward remittance of investment principal and returns). Funds in the special Renminbi account shall not be used as loans or as collateral.Article 25 A QFII shall make inward remittance of principal within three months after obtaining from the CSRC the securities investment license,
and the principal shall be directly deposited in the special Renminbi account after conversion. The remitted principal by a QFII
shall be in any freely convertible currency approved by the SAFE; and the amount of such principal shall be limited to the investment
quota approved by the SAFE. If a QFII fails to remit in the full amount of its investment quota approved by the SAFE within three
months after obtaining the foreign exchange registration certificate, the actually remitted amount shall be regarded as the approved
investment quota. The gap between the originally approved investment quota and the actually remitted amount shall not be filled by
any new remittance until approval has been obtained for a new investment quota.Article 26 If a QFII is a China’s closed-end fund management institution, such QFII may, three years after the inward remittance of principal,
entrust its custodian to apply to the SAFE with required documentation for purchase of foreign exchange to remit principal abroad
by installments. Each installment shall not exceed twenty percent of the total investment principal, and the interval between two
successive installments shall not be less than one month. Other QFIIs may, one year after the inward remittance of principal, entrust
their custodians to apply to the SAFE with the required documentation for the purchase of foreign exchange to remit principal abroad
by installments. Each installment shall not exceed twenty percent of the total investment principal, and the interval between two
successive installments shall not be less than three months. The said QFII shall be the overseas recipient of the above-mentioned
outward remittance.Article 27 A QFII that has remitted in principal for more than three months but less than one year may, after submitting a transfer application
and a transfer agreement to the CSRC and the SAFE and obtaining their approval, transfer its investment quota to other QFIIs or other
applicants that qualify under Article 6 of the Measures. After obtaining the approval of investment quota from the SAFE and the
securities investment business license, the transferee may remit in the amount of principal to fill the gap between the approved
quota and the actually transferred assets if the transferred assets are less than the investment quota approved by the SAFE.Article 28 If a QFII needs to remit in new principal after it has remitted abroad a part or ?all of the principal, it shall apply for a new investment
quota.Article 29 If a QFII needs to purchase foreign exchange to remit abroad the realized aftertax profits for the previous fiscal year that have
been audited by a Chinese certified public accountant, it shall entrust its custodian to file an application with the SAFE fifteen
days prior to the proposed purchase by submitting the following documents:1.A written application for outward remittance;2.Annual financial statement for the year when the profits have been realized;3.An audit report issued by a Chinese certified public accountant;4.Resolution or other valid legal document on profit distribution;5.Tax payment certificate; and6.Other documents required by the SAFE. The said QFII shall be the overseas recipient of the above-mentioned outward remittance.Article 30 The SAFE may adjust the period for remittance of principal and realized profits by a QFII to meet the need of the State to balance
the receipt and payment of foreign exchange.Chapter VI Supervision and ManagementArticle 31 The CSRC and the SAFE shall conduct annual review of the securities investment license and foreign exchange registration certificate
held by a QFII.Article 32 The CSRC, the PEC and the SAFE may request QFIIs, custodians, securities companies, stock exchanges, and securities registration and
settlement institutions to provide materials and information related to the investment activities of QFIIs in China; and conduct
on-site inspection, if necessary.Article 33 Stock exchanges and the securities registration and settlement institutions may as required by circumstances formulate new operational
rules or modify existing operational rules with respect to the securities investment of QFIIs in China. Such rules shall be implemented
after obtaining approval from the CSRC.Article 34 A QFII shall report to the CSRC, the PBC and the SAFE for record within five working days in any of the following circumstances:1.Change of custodians;2.Change of legal representatives;3.Change of controlling shareholders;4.Adjustment of registered capital;5.Involvement in litigation or other major events;6.Severe penalty being subjected to outside PRC customs territory; and7.Other circumstances defined by the CSRC and the SAFE.Article 35 A QFII shall apply for a new securities investment license in any of the following cases:1.Change of its institutional name;2.Acquisition by or merger with other institution(s);3.Other circumstances defined by the CSRC and the SAFE.Article 36 A QFII shall surrender its securities investment license and foreign exchange registration certificate to the CSRC and the SAFE respectively
in any of the following cases:1.All principal has been remitted out;2.Investment quota has been transferred;3.The legal entity is proposed to be dissolved, has entered into bankruptcy procedures, or its assets have been taken over by a trustee;4.Other circumstances defined by the CSRC and the SAFE. The securities investment business license and the foreign exchange registration
certificate shall become invalid automatically if they fail to pass the annual review conducted in accordance with Article 31 of
the Measures. The QFII shall return the securities investment business license and the foreign exchange registration certificate
respectively as is stipulated in the aforesaid paragraph.Article 37 In accordance with their respective jurisdiction, the CSRC, the PBC and the SAFE shall give warning to or impose fine on any QFII,
custodian, securities company that has violated the Measures. The same violation, however, shall not be subject to two or more administrative
punishments.Chapter VII Supplementary ProvisionsArticle 38 The Measures shall also apply to institutional investors established in the Hong Kong Special Administrative Region, the Macao Special
Administrative Region and the Taiwan Region that engage in securities investment on the mainland.Article 39 The Measures shall enter into force as of December 1, 2002.

The China Securities Regulatory Commission, the People’s Bank of China
2002-11-05

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Uncategorized

REGULATION ON CUSTOMS STATISTICS OF THE PEOPLE’S REPUBLIC OF CHINA

CIRCULAR OF THE MINISTRY OF COMMERCE OF THE PEOPLES REPUBLIC OF CHINA, ON RELEVANT ISSUES OF ISSUING THE EXPORT...

CIRCULAR OF THE GENERAL OFFICE OF THE STATE ENVIRONMENTAL PROTECTION ADMINISTRATION ON STRENGTHENING THE EXAMINATION AND APPROVAL OF WASTE RESTRICTED FROM IMPORT

CIRCULAR OF SHANGHAI BRANCH OF THE PEOPLE’S BANK OF CHINA ON TRANSMITTING THE CIRCULAR OF THE PEOPLE’S BANK OF CHINA ON RAISING THE RATE OF RENMINBI DEPOSIT RESERVE

REGULATION ON THE IMPLEMENTATION OF THE COPYRIGHT LAW OF THE PEOPLE’S REPUBLIC OF CHINA

AMENDMENTS TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND THE REPUBLIC OF TUNISIA CONCERNING THE RECIPROCAL ENCOURAGEMENT AND PROTECTION OF INVESTMENTS

ELECTORAL LAW OF THE NATIONAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S CONGRESSES OF THE PEOPLE’S REPUBLIC OF CHINA

INTERPRETATION OF CHINA INSURANCE REGULATORY COMMISSION ON ISSUES CONCERNING COMMERCIAL BANKS’ APPLICATION FOR THE QUALIFICATION FOR CONCURRENT-BUSINESS INSURANCE AGENCY

PROVISIONS FOR THE ADMINISTRATION OF THE POST-HOLDING QUALIFICATIONS OF DIRECTORS AND SENIOR MANAGERS OF INSURANCE COMPANIES

SUPPLEMENTARY PROVISIONS II ON THE MEASURES FOR THE ADMINISTRATION OF FOREIGN INVESTMENT IN COMMERCIAL FIELDS

INTERIM MEASURES ON THE ADMINISTRATION OF DOMESTIC SECURITIES INVESTMENT BY QUALIFIED FOREIGN INSTITUTIONAL INVESTORS

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