Administration of Trust and Investment Corporations Measures

Article 3: For the purposes of these Measures, the term "Trust" means the acts whereby the Settlor, based on his trust in the Trustee, entrusts the rights in his property to the Trustee and the Trustee manages or disposes of such property in its own name in accordance with the wishes of the Settlor for the benefit of the Beneficiary or for a specified objective.

The term "Settlor" refers to a natural person or a legal person or other legally established organization that has full civil capacity. The term "Beneficiary" refers to the natural person or the legal person or other legally established organization that enjoys the right to benefit from the Trust. The Beneficiary and the Settlor may be the same person or different persons.

Article 4: For the purposes of these Measures, the term "Trust Business" means the business activity whereby a Trust and Investment Corporation, for the purpose of obtaining remuneration, accepts a Trust and handles Trust affairs as a Trustee.

Article 5: For the purposes of these Measures, the term "Trust Property" means the property obtained by the Trust and Investment Corporation due to its acceptance of a Trust. Other property obtained by the Trust and Investment Corporation due to its management or disposal of the Trust Property or otherwise also constitutes Trust Property. Property whose circulation is prohibited by laws or regulations may not be used as Trust Property. Property whose circulation is restricted by laws or regulations may be used as Trust Property subject to the approval of the relevant competent authority in accordance with the law.

Trust property is not a part of the Trust and Investment Corporation's own property and does not constitute a liability of the Trust and Investment Corporation towards the Beneficiary. When a Trust and Investment Corporation is terminated, Trust Property shall not be part of its property subject to liquidation.

Article 6: A Trust shall not terminate upon the termination of a Trust and Investment Corporation by legal dissolution, by being declared bankrupt or by being legally closed nor shall it terminate if the Trust and Investment Corporation resigns, unless otherwise provided in law or the Trust document.

Article 7: A Trust and Investment Corporation engaging in Trust activities shall comply with laws, regulations and the Trust document and may not harm the interests of the State or the public or the legal rights and interests of third parties.

Article 8: A Trust and Investment Corporation engaging in Trust Business shall conform with the principles of honesty, trust, prudence and effectiveness.

Article 9: Trust and Investment Corporations may not engage in deposit business, issue bonds or take out foreign loans.

Article 10: The People51s Bank of China supervises and administers Trust and Investment Corporations and their business in accordance with laws, regulations and these Measures.

PART TWO: ESTABLISHMENT, MODIFICATION AND TERMINATION OF AN ORGANIZATION

Article 11: A Trust and Investment Corporation shall be established in the form of a limited liability company or a company limited by shares.

Article 12: The establishment of a Trust and Investment Corporation shall be subject to the approval of the People's Bank of China and shall require the obtaining of a Licence for a Legal Person Trust Institution.

No work unit or individual may engage in Trust Business and no business work unit may use the words "trust and investment"in its name without the approval of the People's Bank of China, unless otherwise provided in laws or regulations.

Article 13: The establishment and operation of a Trust and Investment Corporation shall satisfy the following conditions:

(1) having articles of association that comply with the PRC, Company Law and the regulations of the People's Bank of China;

(2) having shareholders that possess the shareholder qualifications stipulated by the People's Bank of China;

(3) having the minimum registered capital stipulated herein;

(4) having senior management personnel with the position qualifications stipulated by the People's Bank of China and the Trust staff suitable for its business;

(5) having a sound organizational structure, Trust Business operational rules and risk management system;

(6) having a place of business, security precautions and other business-related facilities that meet requirements; and

(7) other conditions stipulated by the People's Bank of China.

The People's Bank of China may examine applications for the establishment of Trust and Investment Corporations based on the needs of economic development and the circumstances of the Trust market,.

Article 14: A Trust and Investment Corporation may not have registered capital of less than Rmb300 million.

A Trust and Investment Corporation engaging in foreign exchange business shall have not less than the equivalent of US$15 million in foreign exchange as part of its registered capital.

Depending on the development needs of the Trust and Investment Corporation industry, the People51s Bank of China may increase the minimum registered capital required to establish a Trust and Investment Corporation.

Article 15: A Trust and Investment Corporation shall obtain the approval of the People51s Bank of China to:

(1) change its name;

(2) change its registered capital;

(3) change its location;

(4) change its organizational structure;

(5) adjust its scope of business;

(6) make a change in its senior management;

(7) make a change in its main shareholders or adjust its equity structure;

(8) amend its articles of association;

(9) merge or divide; or

(10) make other changes stipulated by the People's Bank of China.

Article 16: If a Trust and Investment Corporation applies for dissolution due to a division, merger or the materialization of grounds for dissolution stipulated in its articles of association, it shall be dissolved after approval by the People's Bank of China and shall organize a liquidation committee in accordance with the law to carry out liquidation.

Article 17: If a Trust and Investment Corporation is unable to pay due debts due to illegal operations, mismanagement, etc. and the failure to close it would severely harm the public interest and threaten to disrupt the financial system, the People's Bank of China shall close it pursuant to the relevant regulations of the State Council.

Article 18: If a Trust and Investment Corporation is unable to pay its due debts, a People's Court shall, with the consent of the People's Bank of China, declare it bankrupt in accordance with the law.

Article 19: The examination and approval Measures for the establishment, modification and termination of a Trust and Investment Corporation shall be handled in accordance with the regulations of the People's Bank of China.

Article 20: If, after it has approved the establishment, modification or closure of a Trust and Investment Corporation, the People's Bank of China discovers that facts were concealed or fraud was perpetrated in the application particulars, it may order rectification or revoke its approval.

PART THREE: SCOPE OF BUSINESS

Article 21: A Trust and Investment Corporation may apply to engage in all or some of the following business:

(1) business of engaging in the holding of funds in Trust upon entrustment, that is the Settlor entrusts funds that are impossible for him to manage himself, or funds that he cannot personally manage, or funds that the relevant State regulations restrict his personally managing, to the Trust and Investment Corporation to manage, use or dispose of in accordance with the agreed upon conditions and objectives;

(2) business of engaging in the holding of movables, immovables and other property in Trust upon entrustment, that is the Settlor entrusts such of his property and property rights as movables, buildings and/or land to which he has title, copyright, intellectual property, etc. to the Trust and Investment Corporation to manage, use or dispose of in accordance with the agreed upon conditions and objectives;

(3) business of engaging in investment fund business permitted by the relevant State regulations and engaging in investment fund business as the sponsor of a fund management company;

(4) engaging in such intermediary business as the restructuring and acquisition of corporate assets, project financing, corporate financial management, financial consulting, etc.;

(5) business of engaging in the distribution of sovereign bonds and corporate bonds as approved by the relevant State Council authority, upon entrustment;

(6) acting as an agent in the management, use and disposal of property;

(7) business of keeping custody on the behalf of others;

(8) business of credit certification, investigations of creditworthiness and economic consultancy;

(9) using its own property to provide security for third parties;

(10) other business approved by the People's Bank of China.

Foreign exchange business is included in the aforementioned business of Trust and Investment Corporations.

Article 22: Trust and Investment Corporations may accept public trusts established for the following public objectives:

(1) aiding the poor;

(2) supporting the disabled;

(3) developing education, science and technology, sports, culture and the arts;

(4) developing medical and public health and safeguarding the natural environment;

(5) developing other public causes of benefit to society.

Article 23: A Trust and Investment Corporation may manage or use Trust Property by leasing it, selling it, lending it, investing it, lending it on the inter-institutional market, etc. in accordance with the provisions of the Trust document.

Article 24: Trust and Investment Corporations may create Trust Business products in accordance with market needs based on Trust objectives, types of Trust Property or different methods of managing Trust Property.

Before a Trust and Investment Corporation creates a new Trust Business product, it shall submit a specimen of the Trust contract and the relevant materials to the People's Bank of China for examination and approval.

Article 25: The self-owned funds under the Trust and Investment Corporation's owner's equity that may be used in accordance with regulations may be deposited in a bank or used for inter-institutional lending, lease financing or investment, provided that the long-term accumulated investment balance, including self-used fixed assets, does not exceed 80% of the self-owned funds.

Article 26: Subject to the approval of the People's Bank of China, a Trust and Investment Corporation may engage in inter-financial-institution lending.

Article 27: A Trust and Investment Corporation's scope of business shall be stipulated in its articles of association and submitted to the People51s Bank of China for its approval.

PART FOUR: RULES OF OPERATION

Article 28: The acceptance of a Trust by a Trust and Investment Corporation shall be carried out in a written format. Written formats shall include Trust contracts, wills or other written documents stipulated in laws or regulations.

Article 29: Unless otherwise provided in laws or regulations, the written document of acceptance of a Trust by a Trust and Investment Corporation shall specify the following particulars:

(1) the names and domiciles of the Settlor, Trustee and Beneficiary;

(2) the objective of the Trust;

(3) the scope, type and state of the Trust Property;

(4) the rights and obligations of the parties to the Trust;

(5) the disclosure and assumption of risks during management of the Trust Property;

(6) the method of managing the Trust Property and the method of distributing the Trust benefits;

(7) the remuneration of the Trust and Investment Corporation;

(8) the payment of taxes and fees on the Trust Property and the calculation of the relevant management fee;

(9) term and termination of the Trust;

(10) ownership of the Trust Property upon the termination of the Trust;

(11) liability for breach of contract by the parties to the Trust and the method of arbitrating disputes; and

(12) other particulars that the Settlor and the Trustee consider necessary to be specified.

Article 30: A Trust and Investment Corporation shall act in the best interest of the Beneficiary when carrying out Trust affairs and it shall prudently manage the Trust Property.

Article 31: Trust and Investment Corporations may not take in deposits under the guise of engaging in fund Trust Business or other business.

Article 32: When engaging in Trust Business, a Trust and Investment Corporation may not:

(1) use its position as Trustee to seek inappropriate benefits;

(2) divert Trust Property for non-Trust purposes;

(3) promise that no loss will be incurred in respect of the Trust Property or guarantee minimum earnings;

(4) use Trust Property as security for its own or a third party's debt;

(5) invest Trust funds in negotiable instruments issued by itself or by a Connected Person;

(6) lend Trust funds to itself or to a Connected Person;

(7) trade Trust Property in different Trust accounts against each other;

(8) use Trust funds to purchase self-owned property or use self-owned funds to purchase Trust Property; or

(9) carry out any other act prohibited in laws or regulations or by the People's Bank of China.

A Trust and Investment Corporation shall not be subject to the restrictions of Item (7) or (8) above if it carries out the transaction in accordance with the provisions of the Trust document and at a fair market price.

Article 33: For the purposes of the preceding Article, the term "Connected Person" refers to:

(1) a shareholder that holds not less than 10% of the equity in the Trust and Investment Corporation;

(2) the enterprise that holds a controlling interest in the Trust and Investment Corporation;

(3) any of the Trust and Investment Corporation's directors, supervisors, general manager, Trust Business personnel and their close relatives;

(4) any company, enterprise or another economic organization in which any of the aforementioned persons has invested or holds a senior management position.

Article 34: The Trust and Investment Corporation shall handle Trust affairs itself, unless otherwise provided in the Trust document.

Article 35: The Trust and Investment Corporation shall maintain the confidentiality of the Settlor, the Beneficiary, its handling of Trust affairs and information thereon, unless otherwise provided in laws, regulations or the Trust document.

Article 36: A Trust and Investment Corporation shall manage Trust Property separately from its own property and separately manage the Trust Property of different clients. If the Trust Property is constituted of funds, the method of keeping separate accounts may be used.

Article 37: The Trust and Investment Corporation shall duly keep complete records of its handling of Trust affairs and shall report regularly (at least once every six months) on the Trust Property and its management thereof and the earnings derived therefrom to the Settlor and the Beneficiary.

The Settlor and the Beneficiary may seek information on the handling of Trust affairs at any time and demand that the Trust and Investment Corporation provide an explanation thereof.

Article 38: When engaging in Trust Business, the Trust and Investment Corporation shall receive remuneration in the form of a handling fee or a commission in accordance with the agreed upon provisions.

The standard for the remuneration received by the Trust and Investment Corporation shall in principle be determined by the parties to the Trust through consultations, unless otherwise specified by the People's Bank of China.

Article 39: If the Trust and Investment Corporation acts contrary to the purpose of the Trust, or loss is incurred in respect of the Trust Property due to a breach of its management responsibilities or mismanagement of Trust affairs, the Trust and Investment Corporation shall reimburse or compensate for such loss or return the Trust Property to its original state. The Trust and Investment Corporation may not seek the payment of its remuneration before it effects reimbursement or compensation or before it returns the Trust Property to its original state.

Article 40: The expenses paid and the debts borne by a Trust and Investment Corporation in the handling of Trust affairs shall be borne from the Trust Property. The debts borne and damage incurred by a Trust and Investment Corporation due to a breach of its management responsibilities or mismanagement of Trust affairs shall be borne from its own property.

Article 41: If a Trust and Investment Corporation fails to perform its responsibilities as Trustee or if there are other material grounds affecting the performance of its responsibilities, thereby adversely affecting the realization of the Trust objective or causing the Settlor or Beneficiary to incur damage, the Settlor or Beneficiary may request that the Trustee be changed.

Article 42: When a Trust and Investment Corporation is terminated, its responsibilities for managing Trust affairs also terminate. The liquidation committee shall duly safeguard the Trust Property, prepare a report on the outstanding Trust Business and, in conjunction with the Settlors and the Beneficiaries, transfer the Trust Property for continued management by another Trust and Investment Corporation, unless otherwise provided in the Trust document.

Article 43: If a Trust and Investment Corporation's Trustee responsibilities terminate due to the Trust and Investment Corporation being modified or terminated, the Trust and Investment Corporation to act as the new Trustee shall be appointed in accordance with the provisions of the Trust document. If the Trust document is silent on such point, the Settlor shall make the appointment. If the Settlor is unable to make the appointment, the appointment shall be made by the Beneficiary or another interested party.

Article 44: The Trust of a Trust and Investment Corporation engaged in Trust Business shall terminate if:

(1) a ground for termination stipulated in the Trust document arises;

(2) the continued existence of the Trust runs counter to the Trust objectives;

(3) the Trust objectives have been realized or are impossible to realize;

(4) the parties to the Trust have agreed thereon after consultations;

(5) the Trust term has expired; or

(6) the Trust has been brought to an end.

Article 45: When a Trust terminates, the Trust and Investment Corporation shall prepare a report on the said Trust Business and, after the confirmation thereof by the Settlor and Beneficiary, return the Trust Property to the person stipulated in the Trust document.

Article 46: When a Trust and Investment Corporation accepts Trust funds whose method of management will be decided by itself on behalf of the Settlor, it shall comply with the following regulations:

(1) the total balance of the Trust funds may not exceed ten times its registered capital;

(2) the Trust term may not be less than one year; and

(3) single Trust funds may not amount to less than Rmb50,000.

Article 47: As need for purposes of managing financial risk, the People51s Bank of China may formulate Measures for the administration of those Trust funds whose method of management is to be decided by Trust and Investment Corporations themselves on behalf of the Settlors.

Article 48: If a Trust and Investment Corporation engages in foreign exchange Trust Business, it shall comply with relevant State foreign exchange control regulations and submit itself to the inspection and supervision of the competent foreign exchange authority.

Article 49: The total balance of security provided to third parties by, and inter-institutional loans taken out by, a Trust and Investment Corporation may not exceed its registered capital.

Article 50: If a Trust and Investment Corporation uses its own funds and Trust funds to engage in inter-institutional lending, it shall comply with the relevant regulations of the People's Bank of China.

Article 51: Each year Trust and Investment Corporations shall allocate 5% of their after-tax profits to a Trust compensation reserve. However, a Trust and Investment Corporation may discontinue allocations to its compensation fund once the accumulated amount therein reaches 20% of its registered capital.

A Trust and Investment Corporation's compensation reserve may only be deposited in a State-owned commercial bank or used to purchase sovereign bonds.

PART FIVE: SUPERVISION, ADMINISTRATION AND SELF-REGULATION

Article 52: A Trust and Investment Corporation shall formulate the rules for its Trust Business and other business, establish and develop sound management systems for all of its businesses and sound internal control systems in accordance with regulations and submit the same to the People's Bank of China for its records.

A Trust and Investment Corporation shall establish an internal auditing department accountable to its board of directors to audit and supervise the company's business activities. The internal auditing department shall submit an internal audit report to the board of directors at least once every six months and submit a duplicate of the aforementioned report to the People's Bank of China.

Article 53: A Trust and Investment Corporation shall set up accounts in accordance with the law, keep separate accounts for its Trust Business and non-Trust business and keep independent accounts for each item of Trust Business. The specific financial and accounting systems shall be formulated by the Ministry of Finance.

Article 54: A Trust and Investment Corporation shall, in accordance with the relevant State regulations, establish and develop its own sound financial and accounting systems that truthfully record and comprehensively reflect its business activities and financial position. The company's annual financial and accounting statements shall be audited by a registered accountant with the appropriate qualifications.

A Trust and Investment Corporation shall submit such relevant materials as business reports, financial and accounting statements on its Trust Business and non-Trust business, Trust account list, etc. to the People's Bank of China and other relevant authorities in accordance with regulations.

Article 55: A Trust and Investment Corporation's Trust Business department shall, in terms of its business, be independent from the corporation's other departments, its personnel may not hold concurrent posts in other departments of the corporation and its business information may not be shared with the corporation's other departments.

Article 56: The People's Bank of China has the right to inspect Trust and Investment Corporations?business activities. When it considers it necessary, the People's Bank of China may order a Trust and Investment Corporation to engage an intermediary organization with the appropriate qualifications to carry out an audit of its business and financial position.

Trust and Investment Corporations shall submit the relevant business and financial statements and materials and truthfully explain the relevant business details in accordance with the requirements of the People's Bank of China.

Article 57: The People's Bank of China submits Trust and Investment Corporations to an annual inspection system, the specific Measures for which will be separately formulated by the People's Bank of China.

Article 58: The People's Bank of China submits the senior management personnel of Trust and Investment Corporations to a system for examining their qualifications for their positions. A person who has not had his qualifications for his position examined by the People's Bank of China or who is found not to be qualified after examination and evaluation may not take up his position.

When a person in a senior management position with a Trust and Investment Corporation leaves office, he shall be subjected to a departure audit and the results of such audit shall be submitted to the People's Bank of China for its records. When a change is made to the legal representative of a Trust and Investment Corporation, the incumbent legal representative may not leave his position until the new legal representative has had his qualifications for the position recognized by the People's Bank of China.

Article 59: The People's Bank of China implements a Trust Business qualification examination system for the Trust staff of Trust and Investment Corporations. Persons who pass such examination will be issued a Trust staff qualification certificate by the People's Bank of China. Persons who have not taken or have failed the examination may not engage in Trust Business. The specific examination Measures will be formulated separately by the People's Bank of China.

Article 60: In the event that a member of the senior management or a member of the Trust staff of a Trust and Investment Corporation violates laws or regulations, thus prejudicing the interests of a Beneficiary, the People's Bank of China has the right to revoke his qualifications for his position or his Trust Business qualifications.

Article 61: If the People's Bank of China discovers a major shortcoming when overseeing a Trust and Investment Corporation, it has the right to question the Trust and Investment Corporation's senior management personnel and order them to take effective Measures and to rectify the matter within a specified time limit.

Article 62: If a Trust and Investment Corporation is poorly managed and its business is in trouble, the People's Bank of China will order it to take Measures to rectify the situation or restructure and propose that its senior management personnel be replaced. If the People's Bank of China considers it necessary, it may assume control over the Trust and Investment Corporation.

Article 63: Members of the Trust and investment industry may establish an industry association so as to carry out self-regulation.

When the Trust and Investment Corporation association conducts activities, it shall accept the guidance and supervision of the People's Bank of China.

PART SIX: LIQUIDATION AND STANDARDIZATION OF EXISTING BUSINESS

Article 64: Trust and Investment Corporations established before the implementation hereof shall be subject to screening and rectification in accordance with relevant State regulations. Those that have been rectified successfully and are subsequently permitted to stay in business will be re-registered by the People's Bank of China.

All business carried out by Trust and Investment Corporations before the implementation hereof that meets the requirements hereof may continue to be carried out. All business that does not meet the requirements hereof shall be reduced and completely liquidated within the time limit specified by the People's Bank of China. If otherwise specified by the State Council, matters shall be handled in accordance with relevant regulations.

Article 65: Before a Trust and Investment Corporation is re-registered, its existing entrusted investment and entrusted loan business may be standardized as Trust Business, subject to a consensus reached between the parties concerned through consultations.

Article 66: Existing trust loan, trust investment, lease financing, inter-institutional lending and other fund application business carried out by Trust and Investment Corporations through the use of debt funds shall be liquidated within the specified time limit. The aforementioned business may no longer be carried out without approval.

Article 67: If the balance of the inter-institutional loans taken out, and the security provided for third parties, by a Trust and Investment Corporation does not comply with Article 49 hereof, it may not take out new inter-institutional loans or carry out new security business and shall liquidate the existing business within the specified time limit.

Article 68: A Trust and Investment Corporation shall formulate a workable liquidation and standardization plan, establish a responsibility system for the liquidation and recovery of loans and investments and write off confirmed bad debts and investment losses in accordance with the relevant regulations.

During the liquidation and standardization period, a Trust and Investment Corporation shall report on the implementation of the aforementioned plan to the local (sub-)branch of the People's Bank of China once every six months.

Article 69: During the liquidation and standardization period, Trust and Investment Corporations shall separately tabulate and evaluate each of their existing business operations.

Article 70: The People's Bank of China will supervise and evaluate the existing business of Trust and Investment Corporations in accordance with the principles of balance control and annual reduction and, on the basis thereof, submit the Trust and Investment Corporations and their senior management personnel to annual inspections and evaluations.

Article 71: If a Trust and Investment Corporation fails to liquidate its existing business within the specified time limit, the People's Bank of China may punish such corporation and revoke the qualifications of senior management personnel for their positions for a fixed period of time. If the situation is serious, it may temporarily prohibit the Trust and Investment Corporation from carrying out new business.

PART SEVEN: PENAL PROVISIONS

Article 72: If a Trust and Investment Corporation is established or Trust Business is engaged in without the approval of the People's Bank of China, such Trust and Investment Corporation or Trust Business shall be closed down in accordance with the Closing Down Illegal Financial Institutions and Halting Illegal Finance Business Activities Measures and the perpetrators shall be punished.

Article 73: The People's Bank of China will punish Trust and Investment Corporations that violate these Measures in accordance with the Penalties for Illegal Financial Acts Measures and relevant regulations.

Article 74: If a Trust and Investment Corporation handles fund Trusts in violation of Article 31 hereof, the People's Bank of China will order it to refund the deposits within a specified time limit and to suspend part or all of its business. The persons in charge who are directly responsible and the other personnel directly responsible shall be subjected to disciplinary Measures in accordance with the law and the People's Bank of China will revoke the qualifications of the senior management personnel for their positions and the business qualifications of staff. If a crime is constituted, the judicial authorities shall pursue the criminal liability of the perpetrators.

Article 75: If a Trust and Investment Corporation violates Article 32 hereof, the People's Bank of China will order it to rectify the situation within a specified time limit and impose a fine of not less than Rmb10,000 and not more than Rmb30,000. The persons in charge who are directly responsible and the other personnel directly responsible shall be subjected to disciplinary Measures in accordance with the law and the People's Bank of China will revoke the qualifications of the senior management personnel for their positions and the business qualifications of staff. If a crime is constituted, the judicial authorities shall pursue the criminal liability of the perpetrators.

Article 76: If a Trust and Investment Corporation is dissatisfied with the punishment decision of the People's Bank of China, it may apply for administrative review in accordance with the law or institute an administrative action in the people's court.

PART EIGHT: SUPPLEMENTARY PROVISIONS

Article 77: The People's Bank of China shall be responsible for interpreting these Measures.

Article 78: These Measures shall be implemented as of the date of promulgation. The Administration of Financial Trust and Investment Institutions Tentative Provisions promulgated by the People's Bank of China in 1986 are simultaneously repealed.