Laws of the People's Republic of China

The State Administration of Taxation

Official Reply of the State Administration of Taxation on Tax Treatment towards Income from Relocation Compensation Received by Enterprises with Foreign Investment and Foreign Enterprises

The State Administration of Taxation

January 29, 2003

Guangdong State Tax Bureau:

Your Request for Exemption of Enterprise Income Tax on the Income of Relocation Compensation Received by ShanWeiJianSheng Abalone Company Ltd (YueGuoShuiFa [2002] No.321) has been duly received. The Official Reply is hereby made, after discussion, on tax treatment towards the income from relocation compensation received by an enterprise with foreign investment or a foreign enterprise (hereinafter referred to as the "Enterprise") for relocation due to various reasons:

I.

For the Enterprise receiving income from relocation compensation, where after relocation, which will re-purchases or builds fixed assets same or similar to those before relocation (hereinafter referred to as the "replacement fixed assets"), the surplus reached after deducting depreciated net value of the various dismantled fixed assets and disposal expenses thereof from the amount of above income of relocation compensation plus proceeds realized in sales of the various dismantled fixed assets shall be used to set-off the original price of the replacement fixed assets of the Enterprise.

II.

For the Enterprise receiving income of relocation compensation, where after relocation, which will no longer re-purchases or builds fixed assets same or similar to those before relocation, then the surplus reached after deducting depreciated net value of the various dismantled fixed assets and disposal expenses thereof from the amount of above income of relocation compensation plus proceeds realized in sales of the various dismantled fixed assets shall be listed in the taxable income of the Enterprise in current period, upon which Enterprise income tax shall be paid after calculation, according to Article 44 of the Rules of Implementation of the Income Tax Law of the Enterprises with Foreign Investment and Foreign Enterprises of the People's Republic of China.