Laws of the People's Republic of China

    Article 1  These measures are enacted to meet the needs of opening-up
to the outside world and economic development, and to strengthen and improve
control over the establishment of overseas funds for investment in Chinese
industry.

    Article 2  The overseas funds for investment in Chinese industry as
referred to in these Measures (hereinafter referred to as overseas
investment funds) denote investment funds inside China whose promoters are
financial institutions which are not banks or institutions which are not
financial, as well as investment funds whose promoters are overseas
institutions holding Chinese funds (hereinafter referred to as Chinese
funded institutions), these funds shall be established by these promoters
on their own or together with other overseas institutions, and shall be
registered and raise money overseas, their main investment is to be in
industrial programmes inside China.

   The promoter in these Measures refers to Chinese funded institutions who
establish overseas investment funds and who bear legal responsibility for
the truthfulness, accuracy and comprehensiveness of the contents of their
prospectuses.

    Article 3  The business activities of overseas investment funds inside
China must abide by the provisions of the laws and administrative regulations
of the People's Republic of China and may not harm the social public
interests of the People's Republic of China.

   The legitimate business activities and lawful rights and interests of the
overseas investment funds shall be protected by the laws of the People's
Republic of China.

    Article 4  The establishment of overseas investment funds shall be
examined and approved by the People's Bank of China together with the
relevant departments of the State Council.

    The People's Bank of China, together with the relevant departments
of the State Council, shall exercise supervision over the business activities
within China of overseas investment institutions.

    Article 5  Chinese funded institutions, as the promoters of overseas
investment funds, must include at least one promoter which is a financial
institution which is not a bank and which meets the following conditions:

    (1) A total capital of not less than 1000 million RMB Yuan at the end
of the year prior to that in which the application was made;

    (2) Good creditworthiness and a steady management, not having had any
serious punishments imposed by the financial supervisory and management
organs or by the judicial organs in the three years prior to the application;

    (3) Possessing professional personnel who are familiar with international
finance and fund management.

    Article 6  Chinese funded non-financial institution which are among the
promoters of overseas investment funds shall meet the following conditions:

    (1) A total capital of not less than 500 million RMB Yuan at the end of
the year prior to that in which the application is made;

    (2) The projects it manages shall be supported by state industrial
policies;

    (3) Good creditworthiness and a steady management, not having had any
serious punishments imposed by the financial supervisory and management
organs or by the judicial organs in the three years prior to the application;

    Article 7  In establishing an overseas investment fund, the Chinese
funded institution shall select an overseas institution with which to
cooperate which has good creditworthiness, a steady management and experience
in establishing investment funds, furthermore located in a place with good
financial control systems.

    Article 8  In establishing an overseas investment fund, the promoter
shall submit the following documents and materials to the People's Bank of
China:

    (1) An application for establishing an overseas investment fund;

    (2) A feasibility study;

    (3) A copy of the business licence of the enterprise;

    (4) The promoters' agreements to cooperate;

    (5) The annual reports from the last three years;

    (6) The relevant laws and regulations from the place where the overseas
investment fund is to be established, trusted, listed and trading;

    (7) A copy of any documents from the relevant departments examining and
approving the project in which the fund plans to invest;

    (8) The valuation report of the project in which the fund plans to invest;

    (9) The project proposals of the parties to the contractual or equity
joint venture concerning the project in which the fund plans to invest;

    (10) The draft prospectus of the fund;

    (11) The proposals signed by the underwriters, trustees, administrators
and all those cooperating with the overseas investment fund;

    (12) The credit rating of all those cooperating with the establishment,
underwriting and trusteeship of the overseas investment fund.

    Article 9  The People's Bank of China shall investigate applications
to establish an overseas investment fund within 90 days of receiving all the
documents and materials for the application as submitted by the applicant;
if it believes the applicant meets the conditions stipulated by these
Measures, together with the relevant department of the State Council,
the People's Bank of China shall grant approval and shall issue a document
of approval.

    Article 10  The total issuing sum of the overseas investment fund to be
established shall be no less than 50 million U.S. dollars.

    Article 11  The overseas investment fund to be established shall be a
closed fund, whose fund evidence may not be redeemed with an existing term
of no less than 10 years.

    Article 12  The Chinese funded institution shall select a country or
region with good financial control systems in which to list the planned
overseas investment fund.

    Article 13  The Chinese funded institution shall select a fund management
company, in which the Chinese party shall hold more than 25% of the shares,
to manage the planned overseas investment fund.

    Article 14  The total number of shares subscribed to by the Chinese funded
institution as the promoter may not be more than 10% of the total number of
shares issued by the fund.

    Article 15  When subscribing to shares, the Chinese funded institution may
only use their own money and may not use credit.

    Article 16  The money with which promoters within China subscribe to the
fund's shares must be deposited in banks which have been approved by the
People's Bank of China, it may not be remitted overseas.

    Article 17  Overseas investment funds may not raise funds on Chinese
territory.

    Article 18  For the purpose of managing the planned overseas investment
fund, the Chinese funded institution may apply to establish a company to
manage the overseas investment fund.

    The application for the establishment of a company to manage the
overseas investment fund shall be submitted together with the application to
establish an overseas overseas investment fund to the People's Bank of China
for examination and approval in accordance with the provisions of Procedures
for Administration of Chinese Financial Institutions Abroad.

    When applying to establish a company to manage the overseas investment
fund, a country or region with good financial management systems shall be
selected as the place where the main operational activities of the company
will take place.

    Article 19  When an overseas investment fund management company
establishes a representative office within Chinese territory, it shall
report to the People's Bank of China for examination and approval according
to the provisions of Measures for the People's Bank of China Regarding
the Administration of Foreign Funded Financial Institutions Establishing
Permanent Representative Offices in China.

    Article 20  Overseas investment funds shall mainly invest in  
industrial projects on Chinese territory supported by national industrial
policy, the amount invested should be no less than seventy percent of
the fund.

    Overseas investment funds may not be used as loans on Chinese territory.

    Overseas investment funds may not be used to buy ordinary RMB shares
or RMB valued governmental bonds on public offer.

    Article 21  Evidence of overseas investment funds may not be used
on Chinese territory as loans, mortgages or guarantees when issuing bonds.

    Article 22  Overseas investment funds must abide by state provisions
regarding the management of foreign currencies on being remitted into or out
of Chinese territory, when opening a bank account or exchanging currency in
China.

    Article 23  The promoters and investors in China of overseas investment
funds and overseas investment fund management companies shall submit the
previous years' balance sheets, statements of profit and loss and the
annual report of the overseas investment fund and the fund management company
to the People's Bank of China prior to March 31 each year.

    Article 24  The issuance of bonds and stocks by those overseas projects
whose investment comes from overseas investment funds shall be examined and
approved in accordance with the provisions of the State Council.

    Article 25  In cases where an overseas investment company or an overseas
investment fund management company is established without approval or without
authorization, the People's Bank of China shall impose a fine of between
500,000 and 2,000,000 RMB Yuan on the promoters or investors in China, shall
order them to withdraw from the established institution and shall punish the
directly responsible person in charge and other directly responsible person
with disciplinary sanctions; if the case is so serious that it constitutes a
crime, criminal responsibility shall be investigated in accordance with the
law.

    Article 26  When the relevant statements or reports are not submitted or
false statements or reports are submitted in violation of the provisions of
Article 23 of these Measures and the case is serious, the People's Bank of
China shall order that the situation be remedied, and shall impose a fine of
between 200,000 and 500,000 RMB Yuan on the promoters or investors in China.

    Article 27  Overseas investment funds and overseas investment fund
management companies established prior to these Measures coming into force
shall implement the examination and approval procedures within the time
limit prescribed by the People's Bank of China; if they have implemented
these within the given time, the People's Bank of China shall fine them in
accordance with the provisions of Article 25 of these Measures.

    Article 28  These Measures shall enter into force as of the day of
promulgation.