Laws of the People's Republic of China

the Ministry of Commerce

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

No.9

The Measures for Accreditation of Qualifications of the Enterprises Undertaking the Construction of the Complete Foreign Aid Projects (For Trial Implementation), which were deliberated and adopted at the 4th executive meeting of the Ministry of Commerce of the People's Republic of China on March 12, 2004, are hereby promulgated, and shall go into effect as of July 1, 2004.

Minister of the Ministry of Commerce Bo Xilai

May 15, 2004

Measures for Accreditation of Qualifications of the Enterprises Undertaking the Construction of the Complete Foreign Aid Projects (For Trial Implementation)

The present Measures are hereby formulated in order to regulate the management of qualifications of the enterprises undertaking the construction of the complete foreign aid projects (hereinafter referred to the "CFAP").

I.

General Provisions

1.

The present Measures shall apply to the accreditation of qualifications of the enterprises undertaking the construction of the CFAP (hereinafter referred to as the "CFAP construction enterprises").

2.

The "CFAP" as mentioned in the present Measures refers to the complete projects which are undertaken with the aid given gratis, gift loan, or low interests loan provided by the Chinese government to foreign countries or under other special items of aid funds.

3.

Application for the qualification of a CFAP construction enterprise shall be in accordance with the qualification requirements and procedures as prescribed by the present Measures, and an enterprise may not undertake the CFAP construction task until it is qualified upon examination and has obtained the qualification of a CFAP construction enterprise of the corresponding grade.

II.

Grade of Qualification

1.

The qualifications of CFAP construction enterprises are classified into Grade A and Grade B under the present Measures.

2.

The Grade A CFAP construction enterprises may undertake all the CFAP construction tasks, while the Grade B CFAP construction enterprises may only undertake the CFAP construction tasks with the total amount of no more than RMB 50 million Yuan.

3.

The Grade A or the Grade B CFAP construction enterprises may be degraded or upgraded according to the requirements and procedures as prescribed in the present Measures.

III.

Qualification Requirements

1.

The Grade A CFAP construction enterprises shall be the Chinese enterprises as legal person satisfying all of the following qualification requirements:

(1)

All the contributors shall be Chinese investors;

(2)

Having the technical qualifications of Grade I or above or the corresponding grades as approved by the competent administrative departments under the State Council;

(3)

Having the qualifications of undertaking overseas projects as approved by the Ministry of Commerce;

(4)

Passing the ISO 9000 quality standards and the authentication qualification is valid;

(5)

Operating without any loss in the two consecutive years prior to application (examination and verification);

(6)

The accumulative value of overseas projects completed is not less than 30 million dollars in the two years prior to application (examination and verification); and

(7)

Having no records of being imposed upon criminal punishments, or administrative sanctions due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to application (examination and verification).

2.

The Grade B CFAP construction enterprises shall be a Chinese enterprise as legal person meeting all of the following qualification requirements:

(1)

All the contributors shall be Chinese investors;

(2)

Having the technical qualifications of Grade II or above or the corresponding grades as approved by the competent administrative department under the State Council;

(3)

Having the qualifications of undertaking the business operation of the international project contracting as approved by the Ministry of Commerce;

(4)

Passing the ISO 9000 quality standards and the authentication qualification is valid;

(5)

Operating without any loss in the two consecutive years prior to application (examination and verification);

(6)

The accumulative value of overseas projects completed is not less than 5 million dollars in the two years prior to application (examination and verification); and

(7)

Having no records of being imposed upon criminal punishments, or administrative sanctions due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to application (examination and verification).

IV.

Procedures for Qualification Application and Accreditation

1.

The enterprises under the Central Government shall apply to the Ministry of Commerce for the qualifications of a CFAP construction enterprise.Other enterprises shall apply to the competent commerce departments of the provinces, autonomous regions and municipalities directly under the Central Government (hereinafter referred to as the "provincial competent commerce departments") of the registration place. And the provincial competent commerce departments shall complete the preliminary examination and verification within 20 working days as of the date of receipt of the application. If the application passes the preliminary examination and verification, they shall submit to the Ministry of Commerce the opinions of preliminary examination and verification together with the application documents of the enterprise for approval.

2.

An enterprise shall provide the following application documents when applying for qualifications of a CFAP construction enterprise:

(1)

Letter of application;

(2)

Photocopy of business license of the legal entity;

(3)

Capital verification report;

(4)

Documents of identity certificates of contributors (if the contributors are natural persons, their identity certificates and the photocopies thereof shall be provided. If the contributors are non-natural persons, their registration certificates and the photocopies thereof, identity certificates of their legal representatives and the photocopies thereof shall be provided);

(5)

Technical qualification certificate;

(6)

Certificate of the qualifications for undertaking overseas projects;

(7)

Certificate of ISO 9000 quality system authentication;

(8)

Financial statements of the enterprise in the last two years, which have been audited by an accounting institutions or auditing institutions;

(9)

Statement of the enterprise on the fact that it has no records of being imposed upon criminal punishments or administrative sanctions due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to the application; and

(10)

Other documents as required by the Ministry of Commerce if necessary.

3.

The Ministry of Commerce shall complete the examination and verification within 20 working days from the date of accepting the application of the enterprises under the Central government or receiving the preliminary examination materials from the provincial competent commerce departments, and announce the conclusions within 10 working days after completing the examination and verification.

V.

Qualifications Management

1.

In case an enterprise qualified for CFAP construction meet with any of the following changes, it shall file them with the Ministry of Commerce for record within one month from the effective date of change:

(1)

Change of the name of the enterprise;

(2)

Change of the domicile of the enterprise;

(3)

Change of the legal representative of the enterprise; or

(4)

Change of contributors.

An enterprise that is not under the Central Government shall send a copy of the said documents to the provincial competent commerce department of its registration place at the same time.

2.

The Ministry of Commerce shall implement dynamic qualification management on the enterprises that have obtained the qualification of a CFAP construction enterprise, examine and verify their qualifications once every 2 years since the year of trial implementation of the present Measures, and issue a notice in this regard prior to each examination and verification. Those enterprises that have obtained the qualification of a CFAP construction enterprise in the year of qualification examination and verification may not take part in the qualification examination and verification for the same year.

3.

An enterprise taking part in the qualification examination and verification shall submit the following documents to the Ministry of Commerce before the deadlines as prescribed in the notice of qualification examination and verification:

(1)

Letter of application for the qualification examination and verification;

(2)

Photocopy of business license of the legal entity;

(3)

Capital verification report;

(4)

Documents of identity certificates of contributors (if the contributors are natural persons, their identity certificates and the photocopies thereof shall be provided. If the contributors are non-natural persons, their registration certificates and the photocopies thereof, identity certificates of their legal representatives and the photocopies thereof shall be provided);

(5)

Technical qualification certificate;

(6)

Documents of the qualification certificates for undertaking overseas projects;

(7)

Certificate of ISO 9000 quality system authentication;

(8)

Financial statements of the enterprise in the last two years, which have been audited by an accounting institutions or auditing institutions;

(9)

Statement of the enterprise on the fact that it has no records of being imposed upon criminal punishments or administrative sanctions due to undertaking of illegal business activities or serious violation of the relevant provisions of the State on the administration of foreign aid within 2 years prior to the examination and verification; and

(10)

Other documents as required by the Ministry of Commerce if necessary.

4.

An enterprise applying for being upgraded shall, in addition to submitting the said documents for the purpose of examination and verification, apply officially for being upgraded in the letter of application for qualification examination and verification, and shall be upgraded if it conforms to the qualification requirements for upgrading upon examination and verification.

5.

If, upon examination and verification, an enterprise fails to satisfy the qualification requirements of Grade A CFAP construction enterprise but meet those of Grade B CFAP construction enterprise, the enterprise shall be automatically downgraded to Grade B. If, upon examination and verification, an enterprise fails to satisfy the qualification requirements for either grade of the CFAP construction enterprise, it shall be automatically disqualified for being a CFAP construction enterprise.

6.

If an enterprise fails to submit the documents of examination and verification before the deadline as prescribed in the notice of qualification examination and verification, it shall be automatically disqualified for being a CFAP construction enterprise.

7.

An enterprise that is automatically disqualified for being a CFAP construction enterprise may not reapply for such qualification within one year from the deadline for submitting the documents for examination and verification as prescribed in the notice of qualification examination and verification.

8.

The Ministry of Commerce shall complete the examination and verification within 20 working days after expiration of the deadline for submitting the documents for examination and verification as prescribed in the notice of qualification examination and verification, and announce the conclusions within 10 working days after the completion of the examination and verification.

9.

Where an enterprise obtains the qualification of a CFAP construction enterprise by such improper means as cheating or bribery, the Ministry of Commerce shall have the power to revoke its qualifications.

VI.

Supplementary Provisions

1.

The "Chinese investors" as mentioned in the present Measures may not include the foreign-funded enterprises.

2.

The present Measures shall go into effect as of July 1, 2004.

3.

The power to interpret the present Measures shall reside in the Ministry of Commerce.