Laws of the People's Republic of China

    Article 1  These Provisions are formulated with a view to facilitating
the development of international economicand trade contacts and the
administration of resident Representative offices in China of foreign
companies, enterprises and other economic organizations (hereinafter referred
to as "foreign enterprises").

    Article 2  Any foreign enterprise desiring to establish a resident
representative office in China shall file an application for permission and,
after securing approval, go through the registration procedure. No residence
representative office to be established is allowed to start business
activities as such before approval and registration.

    Article 3  When applying for permission to establish a resident
representative office in China, a foreign enterprise shall submit the
following certificates and papers:

    a) An application form signed by the chairman of the board of directors or
the general manager of the enterprise. The application form shall include such
details as the name of the resident representative office to be established,
the name(s) of the responsible staff member(s), the scope of activity,duration
and site of the office;

    b) The legal document sanctioning the operation of that enterprise issued
by the authorities of the country or the region in which that enterprise
operates;

    c) The capital creditability document(s) issued by the financial
institution(s) having business contacts with that enterprise; and

    d) The credentials and resumes of the staff members of the resident
representative office appointed by that enterprise.

    A banking or insurance institution which desires to open a resident
representative office shall, apart from submitting the certificates and papers
as specified in Paragraphs a, b and d, submit at the same time an annual
report showing the assets and liabilities and losses and profits of teh head
office of that institution, its articles of association and the composition
of its board of directors.

    Article 4  Foreign enterprises wishing to establish residence
representative offices shall, according to their respective lines of business,
apply to one of the following departments for approval:

    a) A trading or manufacturing enterprise or a shipping agency shall apply
to the Ministry of Foreign Trade of the People's Republic of China;

    b) A financial or insurance institution shall apply to the People's Bank
of China;

    c) A maritimke shipping enterprise or a maritime shipping agency shall
apply to the Ministry of Communications of the People's Republic of China;

    d) An air transport enterprise shall apply to the General Administration
of Civil Aviation of China;

    e) Enterprises outside these lines of business shall, according to the
nature of their operations, apply to the competent commissions, ministries or
bureaus under the Government of the People's Republic of China.

    Article 5  When granted approval to establish a resident office, a foreign
enterprise shall, within 30 days as of the date of approval, approach the
State Administration for Industry and Commerce of the People's Republic of
china, on the strength of the approval document, for going through the
registration procedure. The enterprise shall fill in a registration form, pay
registration fee and receive a registration certificate. the original approval
document shall be recalled in case of failure to register at the expiry of
the specified period.

    Article 6  After the approval for the establishment of a resident
representative office is granted in accordance with the stipulations in
Article 4, the staff members of that office and their families shall, on the
strength of the approval document, go through the necessary formalities with
the local public security organ to obtain residence permits.

    Article 7  When a resident representative office is to change its name,
responsible member(s), scope of operation, duration or address, it shall
apply to the original approving department and, after securing approval,
approach the State Administration for Industry and Commerce, on the strength
of the approval document, for going through the procedure for effecting
changes in registration and pay the fees. It shall also go through the
procedures with the local public security organ for changes of residence
permits.

    Article 8  A residence representative resident office shall, on the
strength of the registration certificates and in accordance with the relevant
stipulations of the Bank of China, open an account at the Bank of China or at
any bank designated by the Bank of China.

    Article 9  A resident representative office and its staff members shall,
in accordance with the stipulations of China's tax laws, go through the tax
registration procedure with the local tax office and pay taxes accordingly.

    Article 10  A resident representative office and its staff members shall
declare to China's Customs the imported office articles, articles for daily
use and means of transport and pay customs duties and the consolidated
industrial and commercial taxes as stipulated.

    Imported vehicles and ships shall be registered with the local public
security organ for obtaining the licence plates and permits. Dues shall be
paid to the local tax office for the use of the vehicles and ships.
Unauthorized transferor sale of the above-mentioned imported goods is not
permitted. Where the need to effect a transfer or sale arises, an application
shall be submitted to the Customs for approval before such transfer or sale
can be effected. Such imported goods can be sold only to designated shops.

    Article 11  A resident representative office shall entrust local service
units for foreigners or other service units designated by the Chinese
Government with such matters as renting a house or engaging the service of
Chinese personnel.

    Article 12  The Government of the People's Republic of China shall
undertake to protect, in accordance with the law, the legitimate rights and
interests of resident representative offices and their staff members and give
them facilities in their normal business activities.

    Article 13  Resident offices are not allowed to install radio stations on
Chinese territory. They shall apply to the local telecommunications bureaus
for the renting of such commercial communications lines or communications
equipment as may be necessary for their business operations.

    Article 14  The staff members of a resident representative office and
their families shall abide by Chinese laws, decrees and relevant regulations
in all their activities in China and in entering and leaving China.

    Article 15  In case a resident representative office and its members
violate these Provisions or engage in other activities in contravention of
Chinese laws, the Chinese authorities have the power to look into the cases
and deal with them in accordance with the law.

    Article 16  A resident representative office, when the duration of
its operation expires, or if it decides
to end its business activities before the due date, shall notify in writing
the original
approving department 30 days in advance of the termination of its operation.
After clearing up nits debts, paying its taxes and winding up other related
matters, the resident office shall go through the formalities with the
original registration certificate-issuing department fo cancelling the
registration and turn in the certificate.

    The foreign enterprise which the said resident representative office
represented, shall continue to be held responsible for any matter that the
said residence representative office may leave unfinished at the time of its
termination.

    Article 17  Those resident representative offices that have already been
established with approval shall, within 30 days of the promulgation of these
Provisions, go through the procedure of registration with the State
Administration for Industry and Commerce of the People's Republic of China on
the strength of their documents of approval.

    Article 18  Any other matter that may not be covered in these Provisions
shall be handled in accordance with the relevant Chinese laws, decrees and
regulations.

    Article 19  Matters relating to resident representatives to be institued
by foreign enterprises shall be dealt with by applying mutandis these
Provisions applicable to the establishment of resident representative offices.

    Article 20  These Provisions shall enter into effect as of the date of
promulgation.