合同编号(Contract No.): _______________

签订日期(Date) :＿＿＿＿＿＿＿＿＿＿_

签订地点(Signed at) :＿＿＿＿＿＿＿____

买方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Buyer:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址： ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

电话(Tel):___＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿

电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

卖方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Seller:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿_＿

电话(Tel):_＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿＿

电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

买卖双方同意按照下列条款签订本合同：

The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:

1. 货物名称、规格和质量（Name, Specifications and Quality of Commodity）：

2. 数量（Quantity）：

允许＿＿＿＿的溢短装（＿＿＿% more or less allowed）

3. 单价（Unit Price）：

4. 总值（Total Amount）：

5. 交货条件(Terms of Delivery) FOB/CFR/CIF＿＿＿＿＿＿＿

6. 原产地国与制造商 (Country of Origin and Manufacturers):

7. 包装及标准（Packing）：

货物应具有防潮、防锈蚀、防震并适合于远洋运输的包装，由于货物包装不良而造成的货物残损、灭失应由卖方负责。卖方应在每个包装箱上用不褪色的颜色标明尺码、包装箱号码、毛重、净重及“此端向上”、“防潮”、“小心轻放”等标记。

The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as “Do not stack up side down”, “Keep away from moisture”, “Handle with care” shall be stenciled on the surface of each package with fadeless pigment.

8. 唛头（Shipping Marks）：

9. 装运期限（Time of Shipment）：

10. 装运口岸（Port of Loading）：

11. 目的口岸（Port of Destination）：

12. 保险（Insurance）：

由＿＿＿＿按发票金额110%投保＿＿＿＿＿险和＿＿＿＿＿附加险。

Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.

13. 付款条件（Terms of Payment）：

(1) 信用证方式：买方应在装运期前/合同生效后＿＿日，开出以卖方为受益人的不可撤销的议付信用证，信用证在装船完毕后＿＿日内到期。

Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.

(2) 付款交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单（D/P）方式，通过卖方银行及＿＿＿＿＿银行向买方转交单证，换取货物。

Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.

(3) 承兑交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为＿＿＿＿后＿＿日，按即期承兑交单(D/A＿＿日)方式，通过卖方银行及＿＿＿＿＿＿银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。

Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.

(4) 货到付款：买方在收到货物后＿＿天内将全部货款支付卖方（不适用于FOB、CRF、CIF术语）。

Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).

14. 单据（Documents Required）：

卖方应将下列单据提交银行议付/托收：

The Seller shall present the following documents required to the bank for negotiation/collection:

(1) 标明通知收货人/受货代理人的全套清洁的、已装船的、空白抬头、空白背书并注明运费已付/到付的海运/联运/陆运提单。

Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;

(2) 标有合同编号、信用证号（信用证支付条件下）及装运唛头的商业发票一式＿＿份；

Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;

(3) 由＿＿＿＿＿＿出具的装箱或重量单一式＿＿份；

Packing list/weight memo in ______ copies issued by＿＿；

(4) 由＿＿＿＿＿＿出具的质量证明书一式＿＿份；

Certificate of Quality in _______ copies issued by＿＿＿＿；

(5) 由＿＿＿＿＿＿出具的数量证明书一式＿＿份；

Certificate of Quantity in ___ copies issued by＿＿＿＿；

(6) 保险单正本一式＿＿份(CIF 交货条件)；

Insurance policy/certificate in ___ copies (Terms of CIF)；

(7)＿＿＿＿签发的产地证一式＿＿份；

Certificate of Origin in ___ copies issued by＿＿＿＿；

(8) 装运通知(Shipping advice): 卖方应在交运后_____小时内以特快专递方式邮寄给买方上述第＿＿项单据副本一式一套。

The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.

15. 装运条款（Terms of Shipment）：

(1) FOB交货方式

卖方应在合同规定的装运日期前30天，以＿＿＿＿方式通知买方合同号、品名、数量、金额、包装件、毛重、尺码及装运港可装日期，以便买方安排租船/订舱。装运船只按期到达装运港后，如卖方不能按时装船，发生的空船费或滞期费由卖方负担。在货物越过船弦并脱离吊钩以前一切费用和风险由卖方负担。

The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller’s failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Seller’s account.

(2) CIF或CFR交货方式

卖方须按时在装运期限内将货物由装运港装船至目的港。在CFR术语下，卖方应在装船前2天以＿＿＿＿方式通知买方合同号、品名、发票价值及开船日期，以便买方安排保险。

The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.

16. 装运通知（Shipping Advice）：

一俟装载完毕，卖方应在＿＿小时内以＿＿＿＿方式通知买方合同编号、品名、已发运数量、发票总金额、毛重、船名/车/机号及启程日期等。

The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by _________ within ________hours.

17. 质量保证（Quality Guarantee）：

货物品质规格必须符合本合同及质量保证书之规定，品质保证期为货到目的港＿＿个月内。在保证期限内，因制造厂商在设计制造过程中的缺陷造成的货物损害应由卖方负责赔偿。

The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be ______ months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.

18. 检验（Inspection） （以下两项任选一项）：

（1）卖方须在装运前＿＿日委托＿＿＿＿＿＿检验机构对本合同之货物进行检验并出具检验证书，货到目的港后，由买方委托＿＿＿＿＿＿＿＿检验机构进行检验。

The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods誥rrival at the destination.

(2) 发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局)对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后＿＿日内凭商检局出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。

The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.

19. 索赔（Claim）：

买方凭其委托的检验机构出具的检验证明书向卖方提出索赔（包括换货），由此引起的全部费用应由卖方负担。若卖方收到上述索赔后______天未予答复，则认为卖方已接受买方索赔。

The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer’s claim.

20. 迟交货与罚款（Late delivery and Penalty）:

除合同第21条不可抗力原因外，如卖方不能按合同规定的时间交货，买方应同意在卖方支付罚款的条件下延期交货。罚款可由议付银行在议付货款时扣除，罚款率按每＿＿天收＿＿%，不足＿＿天时以＿＿天计算。但罚款不得超过迟交货物总价的____%。如卖方延期交货超过合同规定＿＿天时，买方有权撤销合同，此时，卖方仍应不迟延地按上述规定向买方支付罚款。

买方有权对因此遭受的其它损失向卖方提出索赔。

Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.

The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.

21. 不可抗力（Force Majeure）：

凡在制造或装船运输过程中，因不可抗力致使卖方不能或推迟交货时，卖方不负责任。在发生上述情况时，卖方应立即通知买方，并在＿＿天内，给买方特快专递一份由当地民间商会签发的事故证明书。在此情况下，卖方仍有责任采取一切必要措施加快交货。如事故延续＿＿天以上，买方有权撤销合同。

The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than _____ days the Buyer shall have the right to cancel the Contract.

22. 争议的解决 (Arbitration):

凡因本合同引起的或与本合同有关的任何争议应协商解决。若协商不成，应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。

Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation. In case no settlement is reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

23. 通知（Notices):

所有通知用＿＿＿＿文写成，并按照如下地址用传真/电子邮件/快件送达给各方。如果地址有变更，一方应在变更后＿＿日内书面通知另一方。

All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____days after the change.

24. 本合同使用的FOB、CFR、CIF术语系根据国际商会《2000年国际贸易 术语解释通则》。

The terms FOB、CFR、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce.

25. 附加条款 (Additional clause)：

本合同上述条款与本附加条款抵触时，以本附加条款为准。

Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.

26. 本合同用中英文两种文字写成，两种文字具有同等效力。本合同共＿＿ 份，自双方代表签字（盖章）之日起生效。

This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.

买方代表（签字）：

Representative of the Buyer

(Authorized signature):

卖方代表（签字）：

Representative of the Seller

(Authorized signature):

China Industrial and Commercial Bank hereby extends its deep respect to you and thanks you for your persistent confidence and support to Peony Card.

To adapt to the development trend of global bank card business, provide you with more quality service and ensure your lawful rights and interests, ICBC has revised the ICBC Peony International Debit Card Regulation and the revised regulation (hereinafter referred to as the new Regulation) has been approved by China Banking Regulatory Commission and was published on Financial Times and took effect on December 18, 2003. ICBC hereby makes the following statements about matters after the new Regulation takes effect.

1. After the new Regulation is published and takes effect, ICBC will no longer issue relief printed peony international debit card (hereinafter referred to as relief printed international debit card). Where your relief printed international debit card needs to be renewed upon maturity date, ICBC will renew the card with lithographic peony international debit card (both in RMB/USD, same as hereinafter). If your relief printed international debit card needs to be replaced due to loss reporting or damage of card during the card’s term, ICBC will renew the card with lithographic peony international debit card; if you still wants to replace relief printed international debit card, ICBC will renew card for you, and the term of the renewed card is consistent with that of the original card.

2. To improve service level, ICBC will, by combining implementation of the new Regulation after systemic reconstruction and preparation is completed, collectively add RMB account to the original relief printed international debit card on April 20, 2004 and update it into the bank card that can be used both in China and abroad.

Before adding RMB account, relevant provisions about RMB account in the new Regulation do not apply to relief printed international debit card with single currency for the time being. During this period, provisions that loss reporting by telephone takes effect instantly and account query and request for correction shall be replied within 30 days in the new Regulation apply equally to your relief printed international debit card.

3. After RMB account is added into your relief printed international debit card, deposit, withdrawal, account transfer in RMB can be conducted at ICBC business offices in China; cash withdrawal in RMB can be made at ATMs with ICBC mark or Union Pay mark; consumption by charging to card can be made at appointed stores with ICBC mark or Union Pay mark; account query can be made via ICBC internet banking (www.icbc.com.cn); if you lose the card in China, you also can enjoy emergency cash withdrawal service provided by ICBC. For deposit in RMB account, ICBC shall compute interest for you according to demand deposit interest rate stipulated by the People’s Bank of China and shall deduct interest tax for you according to law.

In order to prevent operative risks and ensure the safety of your capital, after RMB account is added, the relief printed international debit card no longer has functions of on-line shopping, pre-authorization and petty amount transaction. Other functions of relief printed international debit card held by you remain unchanged.

4. After RMB account is added, if you make consumption in appointed organization with peony international debit card in China, draw cash in RMB at appointed business offices or ATMs (including ATMs of other commercial banks) or conduct account transfer with your other RMB accounts, RMB account shall be used for settlement for all these transactions. If you make consumption or draw cash at international credit card organization outside China, draw cash in foreign currency at appointed business office in China or conduct account transfer with your other foreign currency accounts, foreign currency account shall be used for all these transactions. RMB account and foreign currency account shall not be mixed.

5. Notification period of the new Regulation is from December 18, 2003 to February 15, 2004. During notification period, if you do not want to use the peony international debit card any more due to modification of regulation, you can handle account cancellation procedure at card issuing institution and ICBC will refund annual fee pro rata according to the annual fee receipt provided by you. If you apply for account cancellation after expiration of the notification period, ICBC will not refund annual fee any more.

To ensure your normal use of the peony international debit card, if you have any question, don’t hesitate to call ICBC 24hour customer service telephone (010-95588).

ICBC Peony Card Center
December 18, 2003

ICBC Peony International Debit Card Regulation

Article I
Peony international debit card is issued by the Industrial and Commercial Bank of China (hereafter referred to as the “ICBC”), generally accepted in China Mainland and foreign countries, settled in both RMB and a certain designated foreign currency, and has such functions as consumption, account transfer and settlement, cash deposit and withdrawal etc.

Article II
Any of ICBC business offices handling Peony international debit card business, appointed units, and holders of Peony international debit card should abide by this regulation.

Article III
Peony international debit card is classified into Peony Visa Card and Peony MasterCard by brand.

Article IV
Peony international debit card can be used at any of appointed units, designated business offices, local registration authorities (LRA) of domestic and foreign credit card organizations.

Article V
Any person with complete civil capacity and steady income can apply to the card issuing institution for a Peony international debit card by his/her own valid identity certificate and related data.

Article VI
Any transaction by use of password will be deemed the cardholder’s own conduct by the card issuing institution, and any of electronic information records produced by various settlement transactions by use of such electronic information as password etc. will be valid evidence for these transactions. The receipt for any transaction without the use of password will be valid evidence for this transaction if recording the signature of the cardholder. The card issuing institution has right to record income and expenses incurred by the use of Peony international debit card into the cardholder’s account.

Article VII
Any cardholder can deposit his/her cash or wages, or transfer personal legal labor income, investment yields, and other income into the RMB account of Peony international debit card.
Any cardholder can deposit his/her foreign cash, or transfer funds from his/her foreign exchange account (foreign currency account inclusive) into the foreign currency account of Peony international debit card, but should abide by the Management

Measures on Personal Foreign Exchange of the State Administration of Exchange Control in any way, and follow the personal foreign management system of the P.R. of China when withdrawing foreign cash no matter in China Mainland or foreign countries.

The deposit in the account of Peony international debit card accrues interest at the rate of RMB or foreign currency demand deposit provided by the People’s Bank of China (hereafter referred to as the “PBC”), and the card issuing institution will withhold and remit the interest tax according to the laws.

Article VIII
Any cardholder can use his/her RMB account to settle his/her consumption at domestic appointed units, RMB cash withdrawal at designated business offices or ATMs (those of other commercial banks inclusive), fund transfer to/from any other of his/her own RMB accounts.

Any cardholder can use foreign currency account to settle his/her consumption or cash withdrawal at any LRA of domestic or foreign international credit card organizations, foreign cash withdrawal at any of domestic designated business offices, or fund transfer to/from any other of his/her own foreign currency accounts.

The use of RMB account and foreign currency account should be separated.

Article IX
Any cardholder can use his/her Peony international debit card in foreign countries only for the payment under the service trade account, but not for the investment and trade payment under the capital account, or the illegal transactions and acts prohibited by the international laws.

Article X
Any cardholder can but withdraw RMB cash for five times and accumulatively RMB 5,000 at most every day at any of domestic designated ATMs by card and password.

Any cardholder can but use his/her Peony international debit card in foreign countries to withdraw cash accumulatively no more than USD 1,000 or equivalent foreign currency every day, and accumulatively no more than USD 5,000 or equivalent foreign currency every month.

Article XI
Peony international debit card can not be overdrawn. If there is any overdraft incurred by the acceptance of foreign banks or appointed units, or the commissions, the card issuing institution has the right of resource to the cardholder for the amount of overdraft, and also has right to freeze the use of card. The card will return to normal use only after the cardholder pays off the amount of overdraft.

Article XII
The useful life of Peony international debit card is eight years, the card issuing institution will charge the annual fee for the first year from the cardholder’s account after the cardholder deposits money for the first time, and initiatively debit and collect the annual fee for the years to come when sufficient balance is available based on the collecting date in the first year. If wanting to continue the use of card after maturity, the cardholder should replace it with a new card.

Article XIII
The card issuing institution should provide the cardholder with such services as consulting, inquiry, loss-reporting, processing complaints, and issuing bank statements for the cards involving transactions (except otherwise agreed with the cardholder) etc., and give a reply to the requirements of the cardholder for inquiring and correcting transactions and accounts within 30 days after the date of acceptance.

Article XIV
The cardholder of Peony international debit card can only use the card him/herself, but not lease or lend it out, and should not refuse paying the amount due to the card issuing institution by the reason of any dispute with any of the appointed units.

Article XV
Any cardholder should advise the card issuing institution about any change of his/her correspondence address, telephone number, dwelling place etc. in written or other forms agreed by both parties in due course so that the change procedures can be handled. Otherwise, the card issuing institution assumes no responsibility for any consequence accrued hereof.

Article XVI
Any cardholder should cancel his/her account and apply for a new card if his/her card gets damaged.

Article XVII
Any cardholder should go to the nearest ICBC business office and handle written loss-reporting or telephone loss-reporting immediately getting his/her Peony international debit card lost. The cardholder assumes no responsibility for any transaction arisen after completing the loss-reporting procedures. If wanting to replace with a new card after loss-reporting, the cardholder can conduct the replacement procedures by the written loss-reporting application and his/her own valid identity certificate.

Article XVIII
The card issuing institution has right to cancel the qualification of any cardholder disobeying this regulation, and authorize a competent authority to take back his/her Peony international debit card.

Article XIX
Any amendment to this regulation or adjustment on the interest rate of Peony international debit card will be announced on the newspaper within 30 days after getting approved by the China Banking Regulatory Committee, and any cardholder can choose whether to continue the use of Peony international debit card within 60 days after the date of announcement; if not, the card issuing institution will refund the collected annual fee proportionally, and handle the cancellation procedures.

Article XX
This regulation is subject to the constitution and construction of the ICBC, and shall come into effect after the approval of the China Banking Regulatory Committee.

China Industrial and Commercial Bank hereby extends its deep respect to you and thanks you for your persistent confidence and support to Peony Card.

In order to adapt to the development of peony international credit card, provide more quality service for you and ensure your lawful rights and interests, we have revised the ICBC Peony International Credit Card Regulation. The revision has been approved by China Banking Regulatory Commission and was published on Financial Times on October 8, 2003.

The revised Regulation differs from the original one mainly on aspects of interest calculating mode, fee and card’s term, etc.

1. In the revised Regulation, the provision about interest calculating mode is that: “cardholder can repay the minimum repayment amount stipulated by card issuing institution and the minimum repayment amount shall not be less than 10% of overdraft balance. If cardholder fails to make repayment in full before the date of repayment on maturity (inclusive), he cannot enjoy interest free repayment period; interest accrues on the repaid part from the date of overdraft transaction to the date on which repayment is made. Interest accrues on unpaid part from the date of overdraft transaction. Overdraft interest accrues monthly by compounding.” The original Regulation provides that: “Where a cardholder has difficulty to repay all the money owed to the bank before the end of operation at the date of repayment on maturity, he can repay the minimum amount stipulated by card issuing institution. Where a cardholder repay the minimum amount, the card issuing institution only charge five ten-thousandth per day as loan interest on the unpaid part for days from the date on which the bank charges to account to the date on which repayment is made, and loan interest accrues monthly by compounding.” The two differ in stipulation about whether interest accrues on the paid part if cardholder cannot make repayment in full

2. The revised Regulation stipulates about overrun fee that “where card holder uses line of credit over the amount approved by card issuing institution and fails to repay the money in excess of the line of credit before the end of operation at the account overrun date (i.e. the date on which card issuing institution charges the amount of the transaction to the account), he shall pay 5% of the amount in excess of the line of credit as overrun fee.” The original Regulation stipulates that “if card holder fails to pay the part in excess of the line of credit before the end of operation at the date of repayment on maturity, he shall 5% of the amount in excess as overrun charge.” The two differ in the time on which overrun fee begins to be charged.

3. The revised Regulation stipulates about card’s term that “the maximum term of international card is 5 years.” The original Regulation stipulates that “the maximum term of international card is 2 years.” From the date on which the revised Regulation goes into effect (December 8, 2003), the term of newly issued card and renewed card is 5 years. The term is extended and use time of cards is lengthened, thus your trouble for frequent card change is reduced.

4. Revised Regulation stipulates about loss reporting that “cardholder who has got his international card lost should timely conduct loss reporting by writing or by telephone at the nearest ICBC office. Cardholder bears no responsibility for transactions happened after loss reporting is completed.” But the original Regulation stipulates that “written loss reporting is the formal way of loss reporting. For loss reporting by telephone, the card issuing institution only gives its assistance in guarding but bears no responsibility. All the economic losses before written loss reporting and within 24 hours (inclusive) the next day from the time on which card issuing institution accepts written loss reporting shall be borne by cardholder.” The revised Regulation stipulates that loss reporting takes effect instantly, thus cardholder’s interests can be ensured more effectively.

5. The revised Regulation stipulates that “cardholder’s queries about account and request for correction shall be replied within 30 days”, while the original Regulation stipulates that “for cardholder’s queries about account and request for correction, reply shall be made within 30 days for transactions in RMB accounts; replay shall be made within 90 days for transactions in foreign currency accounts.” The revised Regulation eliminates difference of time limit for reply between RMB account query and foreign currency account query and shortens the time for replying foreign currency account query to provide more quality and speedy service for you.

6. The revised Regulation cancels the clause that “Overdraft of single transaction by one cardholder shall not exceed RMB 20,000 (including foreign currency of equivalent value)” provided in the original Regulation.

Moreover, the revised Regulation adds content about “Peony Express Card” and “Platinum Card”. But it is hereby stated that these two cards are planned to be issued in the future and are not issued yet at present.

ICBC shall implement the new “ICBC Peony International Credit Card Regulation” on December 8, 2003. To ensure your normal use of peony international credit card, please log on ICBC website (www.icbc.com.cn) to query detailed content of the Regulation, or call the 24hour customer service telephone (010-95588) to consult relevant information.

We wish you happy use of the card!

ICBC Peony Card Center
October 8, 2003

(1) Stop-payment on loss report, prompt validation on formal loss report. After getting his Peony card lost, the cardholder or his agent should go to the card-issuing office or business office fill in the Loss Report Application Form, and conduct the formal loss report, which will take effect immediately, and the cardholder will not assume any economic loss incurred by any transaction after the formal loss report. He may also handle loss report through telephone, and ICBC will assist to take precautions.

(2) Free from checking identification certificate and entering password for general consumption. The cardholder generally does not need to present his identification certificate or input password when using Peony card to consume at appointed units At the same time, in order to ensure the safety of the cardholder’s funds, it is necessary for the cardholder to input password or present his identification certificate when using Peony card for large sum consumption, ATM usage, or cash withdrawal on business office’s counter.

2. ICBC also launched other service measures nationwide:
(1)Commission Business
Card holder can entrust others to transact the businesses such as peony card loss report, card collection, collection of PIN envelop, card reissuing, card replacement, loss report and newly opening, card activation, PIN reprinting, password resetting, card returning, account cancellation, etc. The handler needs to offer original identification certificates of his own and the cardholder (the original identification certificate of the cardholder is not needed for loss report) as well as the authorization trust deed filled by the holder.

(2) Emergency Assistance Service
In case of losing Peony card in other cities, if the holder needs money urgently, the local bank can provide less than 2000 Yuan for Peony card emergency assistance service within the his account’s credit line.

(3) Easy Password Resetting
In case of oblivion of password, the cardholder can go to any local ICBC business office to apply for password resetting.

(4) Loose Card Application Requirements
Anyone aged over 18 can apply to ICBC for Peony International Credit Card and Peony Credit card. Overseas persons or active military officers applying for personal Peony card are no longer required to provide temporary inhabitance registration or related certifications issued by local public security department. One of the following certifications can do, such as ID card, passport, officer’s certificate, inland pass for Hong Kong, Macao residents and inland pass for Taiwan compatriots.

3. All service measures mentioned above do not apply to Peony Money Link Card.

4. In case of discrepancy between the original rules and this notice, this notice will prefer.

5. The series of service measures introduced this time will be implemented from May 16, 2002. Call ICBC client service hotline 95588 for details.

II. In order to deepen business reform, upgrade service standard and offer smooth channel for businesses transacted by card holders in holidays, the Peony Card Center introduced “round the clock ” counter service measure, in which ICBC will implement 365 days one year no-holiday service from January 27 2003, and the normal operation time is 8:30-19:30, providing card holders with professional services such as application, card replacement, card collection, loss report, emergency assistance, consultation of Peony International Card, Credit Card and Quasi credit Card. Peony Card Center’s “Round the Clock” counter services and 24 hour hotline (95588) will enable cardholders to obtain secure, convenient and fast quality services at any time.

The registered capital of the new joint venture will be 5 billion yuan ($730 million), in which China Power will hold 70 percent of the stakes while the State-owned Assets Supervision and Administration Commission of Ningxia controls the remaining ones, Ningxia Daily reported.

According to the plan, the joint venture aims to produce 33 million tons of coal and 1.66 million tons of electrolytic aluminum every year as well as build a complete industrial chain with a gross output exceeding 100 billion yuan.

Qingtongxia Aluminium has also reached an agreement with Rio Tinto Alcan to buy back all the shares of a joint venture smelter it formed with the latter in 2004. It is estimated that Rio Tinto Alcan will get a compensation of 700 to 800 million yuan for its 50 percent share of the joint venture smelter.

China Power Investment is one of the five largest power producers in China.

Yin Jian Fa [2008] No. 84

Banking regulatory bureaus, development banks, state-owned commercial banks and joint-stock commercial banks,

For the purpose of regulating the conducts of M&A loans of banks, improving their capabilities for risk management of M&A loans, enhancing the supports of banking industry to the adjustment of economic structure and the optimal allocation of resources, keeping the stable and fast development of economy and promoting the integration and upgrade of industries, we formulated the Guidelines on Risk Management of M&A Loans of Commercial Banks. It is hereby printed and distributed to you and the relevant issues are notified as follows:

1. The corporate institutions of commercial banks satisfy the following conditions are permitted to undertake M&A loan business:

(1) Having a sound risk management system and an effective internal control system;

(2) Adequacy ratio of loan loss provision no less than 100%;

(3) Capital adequacy ratio no less than 10%;

(4) General reserve balance no less than the loan balance of the same period by 1%; and

(5) Conducting M&A loan due diligence and having a professional team for risk assessment.

Before undertaking M&A loan business, the commercial banks that satisfy the above-mentioned conditions shall work out corresponding procedures and internal control system for the M&A loan business in accordance with the Guidelines on Risk Management of M&A Loans of Commercial Banks, and implement them after reporting to the regulatory agency.

After undertaking the M&A loan business, if a commercial bank is unable to keep on satisfying the above-mentioned conditions, it shall stop handling new M&A loan business.

2. Commercial banks shall fully carry out the scientific outlook on development, actively and stably undertake M&A loan business in conformance with the principles of compliance, prudent operation, controllable risks and sustainable business, and satisfy reasonable financial demands of M&A based on the establishment of a complete risk management framework for M&A loans to effectively control loan risks.

3. The delegated agencies of China Banking Regulatory Commission (CBRC) at all levels shall enhance their supervision and administration on the M&A loan business of commercial banks and regularly undertake in-situ inspection and off-site supervision and administration. If they find any commercial bank does not satisfy the conditions for running M&A loan business or violate the relevant provisions of the Guidelines on Risk Management of M&A Loans of Commercial Banks and hence is unable to effectively control the risks of M&A loans, they may adopt measures for supervision and administration including ordering the commercial bank to suspend its M&A loan business according to the relevant laws and regulations.

Banking regulatory bureaus shall distribute the Circular to urban commercial banks, rural commercial banks, wholly foreign-invested banks and Sino-foreign joint-venture banks under their jurisdictions.

China Banking Regulatory Commission

Dec. 6, 2008

Guidelines on Risk Management of M&A Loans of Commercial Banks Chapter 1 General Provisions

Article 1 For the purpose of regulating the operation of M&A loans of commercial banks, improving their abilities of risk management of M&A loans, promoting fair competition in banking industry, strengthening the competitiveness of the industry and maintaining the legitimate and sound operation of the industry, the Guidelines are formulated in accordance with such laws and regulations as the Law of the People’s Republic of China on Banking Supervision and Administration and the Law on Commercial Banks of the People’s Republic China.

Article 2 The Commercial banks herein refer to the corporate institutions of commercial banks established according to the Law of the People’s Republic of China on Commercial Banks.

Article 3 The M&A herein refers to the transaction where domestic acquiring enterprises merge or actually control the target enterprises that have been established and existed by the means including acceptance of existing equities or subscription of newly-added equities or purchase of assets or takeover of debts.

The M&A may be conducted by the acquiring party via its wholly-owned or holding subsidiary which is specially established and does not have other business activities (hereinafter referred to as the subsidiary).

Article 4 The M&A loans herein refer to the loans provided by commercial banks to an acquiring party or its subsidiary for paying the price of M&A transactions.

Article 5 Commercial banks shall comply with the principles of compliance, prudent operation, controllable risks and sustainable business to run their M&A loan business.

Article 6 Commercial banks shall formulate the strategy for the development of M&A loan business, including but not limited to the definition of the objectives of developing the M&A loan business, customer base of the M&A loan business and major risk features thereof as well as risk bearing limits.

Article 7 Commercial banks shall, in accordance with the principles of more efforts on the management of M&A loans than that of loans of other types, set up corresponding M&A loan management system and management information system to ensure their business procedures, internal control system and management information system can effectively identify, measure, monitor and control the risks of M&A loans.

Chapter 2 Risk Assessment

Article 8 Commercial banks shall assess the risks of M&A loans on the basis of comprehensive analysis of risks related to the M&A such as strategic risks, risks of laws and compliance, integration risks and operational and financial risks.

In case any M&A loan of commercial banks involves cross-border transaction, country risk, exchange rate risk and the risks of transfer of capital abroad shall be analyzed.

Article 9 Commercial banks shall assess their strategic risks on the aspects of industrial prospects, market structures, operation strategies, management teams, corporate cultures and supports of shareholders of both parties, including but not limited to analysis of the following contents:

(1) Relevancy of industries and strategies of M&A parties as well as the potential synergistic effect.

(2) Opportunities of M&A parties to obtain additional return in strategy, management, technology and market integration;

(3) Expected efficiency of strategy after merger and drives for the value growth of the enterprise;

(4) Possibility of realization of new strategic objectives by the new management team after M&A;

(5) Speculation of the M&A and corresponding risk control countermeasures; and

(6) Possible risk control measures or withdrawal tactics of the acquiring party when synergistic effect is not reached.

Article 10 Commercial banks shall assess the risks of laws and compliance, including but not limited to the analysis of the following contents:

(1) Whether the parities of M&A transaction have the subject qualification for the M&A transaction;

(2) Whether the M&A transaction has been or to be approved according to the relevant provisions and necessary procedures of registration and announcement has been carried out;

(3) Whether there are any restrictive provisions in laws and regulations on the source of the fund for the M&A transaction;

(4) Whether the guarantee legal framework is legitimate and effective and necessary legal proceedings has be performed;

(5) Whether the control of the cash flow for repayment by the borrower is legitimate and compliant with the legal provisions;

(6) Whether there is any effective legal guarantee available for the rights of the lender; and

(7) Compliance in other aspects related to the legal framework of M&A and M&A financing.

Article 11 Commercial banks shall assess the integration risks, including but not limited to the analysis on whether M&A parties are capable to realize synergistic effect by integration on the following contents:

(1) Integration of development strategies;

(2) Organizational integration;

(3) Assets integration;

(4) Business integration; and

(5) Human resource and cultural integration.

Article 12 Commercial banks shall assess the operational and financial risks, including but not limited to the analysis of the following contents:

(1) Major operational risks of the enterprise after merger, such as the stability or growth of the industrial development and its market shares, the effectiveness of company governance, the stability and adequate capabilities of its management team, the maturity of its technologies and their role in improving the competitiveness of the enterprise and the effectiveness of financial management;

(2) Future cash flow of M&A parties as well as its stability;

(3) Risks of the price of acquired equities (or assets) higher than the reasonable appraisal of the equities (or assets) of the target enterprise;

(4) Dividend strategies of M&A parties as well as their impacts on the source of the fund for the payment of the M&A loan;

(5) Fixed income tools used in the M&A as well as their impacts on the source of the fund for the payment of the M&A loan; and

(6) The change of elements such as exchange rate and interest rate on the source of the fund for the payment of the M&A loan.

Article 13 Commercial banks shall, on the basis of comprehensive analysis of risks related to the M&A, set up a prudent financial model to measure the future financial data of M&A parties as well as indicators of key financial leverages and repayment capabilities which have crucial impacts on the risks of the M&A loan.

Article 14 On the basis of the measurements by their financial models, commercial banks shall take full consideration of the impacts of disadvantages circumstances on the risks of M&A loans.

The above-mentioned circumstances shall include but is not limited to:

(1) Failure of the business performances (including cash flows) of M&A parties to remain stable or show a tendency of growth within the repayment period;

(2) Unsoundness of the governance structures of M&A parties and instability or incompetence of their management team;

(3) Failure of the realization of synergistic effect between the acquiring party and the target enterprise after merger; and

(4) Existence of affiliated relationship between the acquiring party and the target enterprise, especially the acquiring party and the target enterprise with the same actual controller.

Article 15 Commercial banks shall, on the basis of assessment of the risks of M&A loans in all aspects, comprehensively estimate whether the fund source of the borrower for the payment of loans are sufficient; whether the source of capital for repayment and the repayment project is matching; and whether the borrower is able to pay the agreed interests and principal according to the contract, and propose countermeasures or retreat tactics when the quality of the M&A loans drops and form loan review reports.

Chapter 3 Risk Management

Article 16 The percentage of the total balances of M&A loans of commercial banks shall not exceed 50% of the net amount of core capital of their banks at the same period.

Article 17 Commercial banks shall set up credit line control systems for concentration of M&A loans by individual borrower, corporation borrower and industry according to their development strategies of M&A loan business.

The percentage of the balances of M&A loan to the same borrower of a commercial bank shall not exceed 50% of the net amount of core capital of the bank at the same time.

Article 18 The percentage of the M&A loan shall not exceed 50% of the fund sources for the M&A.

Article 19 The term of M&A loan shall not exceed five years generally.

Article 20 Commercial banks shall have specialists familiar with the relevant legal, financial and industrial knowledge, the number of which shall be adaptable to the scale and complexity of the M&A loan business.

Article 21 Commercial banks shall strengthen their professional management and control of major business links such as the acceptance of M&A loan business, due diligence, risk assessment, execution of contracts, grant of loans and after-loan management, and in their internal control system.

Article 22 The M&A loan application accepted by commercial banks shall satisfy the following basic conditions:

(1) The acquiring party has a legitimate and compliant operation with good credit records and without any bad records of credit default or evasion of bank debts;

(2) The M&A transaction is compliant to laws and regulations, and if the M&A involves state industrial policies, industrial enter permission, antimonopoly and transfer of state-owned assets, relevant approvals shall be obtained and relevant procedures shall be handled in accordance with the requirements of adaptable laws, regulations and policies; and

(3) There are comparatively high industrial or strategic correlations between the acquiring party and the target enterprise and the acquiring party will obtain strategic resources including R&D abilities, key technologies and processes, trademarks, franchises and supply or distribution network from the target enterprise to improve its core competitiveness.

Article 23 Commercial banks shall organize their special teams for due diligence and risk assessment of M&A loans, conducting investigation, analysis and assessment of the contents stipulated from Article 9 to Article 15 herein and forming written reports.

The person-in-charge of the special team as mentioned in the preceding paragraph shall have more than three years of practice experience in M&A and the members of the team shall include but not limited to specialists of M&A, credit, industry, law and finance.

Article 24 Commercial banks may, according to the complexity and professional and technical degrees of the M&A transaction, invite intermediary institutions to conduct relevant investigations and use the investigation reports prepared by the intermediary institutions in risk assessment.

Where any commercial bank is under the circumstance as mentioned in the preceding paragraph, it shall set up corresponding intermediary institution management system and clarify the legal liabilities of intermediary institutions through written contracts.

Article 25 Commercial banks shall require borrowers provide sufficient guarantee for covering the risks of the M&A loans, which shall include but not limited to assets mortgage, equities pledge, third party assurance and other means of guarantee consistent with laws.

In principle, the conditions required for the guarantee of M&A loans shall be higher than that of other types of loans. If the equities of the target enterprise are used for pledge, commercial banks shall adopt more prudent measures to appraise the value of its equities and determine the pledge rate.

Article 26 Commercial banks shall prudently determine the contents of basic clauses concerning the amount of credit, term, interest rate, amortization plan and means of guarantee in the loan contracts according to the results of risk assessment of M&A loans.

Article 27 Commercial banks shall covenant on key clauses to protect the interests of the lenders in the loan contracts, which shall include but not limited to:

(1) Binding terms on the important financial indicators of the borrower or the enterprise after merger;

(2) Mandatory terms on the use of additional capitals of the borrower obtained in specific circumstances for repayment in advance;

(3) Terms on the monitoring of the major or special accounts of the borrower or the enterprise after merger; and

(4) Terms on the commitments of the borrower on guaranteeing the information right or acknowledge right of the lender for material issues.

Article 28 Commercial banks shall, through the key clauses as mentioned in Article 27 herein, stipulate the risk control measures adoptable in the following circumstances:

(1) Changes of important shareholders;

(2) Changes of material investment projects;

(3) Abnormal changes of operational costs;

(4) Material adverse changes on aspects of brand, customer and market channel;

(5) Sale of material assets;

(6) Material changes of bonus distribution strategies; and

(7) Other material issues that have impacts on the continuous operation of the enterprise.

Article 29 Commercial banks shall stipulate the conditions for the withdrawal of deposit and terms relating to the payment and use of loan in the loan contracts, and the conditions for withdrawal shall include contents such as the receipt of self-funding capitals of the acquiring party in full and the satisfaction of compliance conditions for M&A at least.

Article 30 Commercial banks shall stipulate in the loan contracts that the borrower bears the liabilities of submitting the financial statements of M&A parties and the guarantor as well as other relevant materials need by the lender on a regular basis in the existing period of loan.

Article 31 During the existing period of loan, commercial banks shall regularly evaluate the predictability and stability of future cash flows of M&A parties and appraise whether the repayment plan of the borrower is matched with the source of its repayment.

Article 32 During the existing period of loan, commercial banks shall attach close attentions to the performance of key clauses stipulated in the loan contracts.

Article 33 Commercial banks shall conduct classification of M&A loans by risk and make provision according to the frequency and standards not lower than those of other types of loans.

Article 34 When any of the M&A loans turns to be bad, commercial banks shall adopt risk control measures such as recovery and preservation of loan, disposal of the mortgaged or pledged and takeover the operational right of the enterprise in a timely manner.

Article 35 Commercial banks shall clarify the contents, path and frequency of the internal reports of M&A business, and shall carry out internal review and independent internal auditing of the compliance and the changes of asset value of M&A loan business and make a comprehensive assessment of risks thereof at least once a year.

When the M&A loans tend to be concentrated and the risk classification tends to decrease, commercial banks shall raise the frequency of internal report, review and assessment.

Article 36 Commercial banks shall enhance the report, review and assessment of the following contents when the non-performing M&A loan ratio increases:

(1) The situation of the guarantees of M&A loans in terms of their means, compositions and coverage of the principal and interest of the loan;

(2) Recovery and preservation measures for non-performing loans;

(3) Disposal of pledged equities;

(4) Situations of takeover the operational right of enterprises according to law; and

(5) Write-off of bad M&A loans.

Chapter 4 Supplementary Provisions

Article 37 The M&A parties herein refer to the acquiring party and its target enterprise.

Article 38 The Guidelines shall be subject to the interpretation by China Banking Regulatory Commission.

Article 39 The Guidelines shall enter into force as of the date of promulgation.