Chapter I General Provisions

Article 1 In accordance with the Trust Law of the People's Republic of China, the Banking Supervision Law of the People's Republic of China and other laws and regulations, the present Measures are formulated with a view to intensifying the supervision and management of trust companies, regulating the business operations of trust companies and promoting the sound development of trust industry.

Article 2 The term "trust company" as mentioned in the present Measures means the financial institutions set up according to the Company Law of the People's Republic of China and the present Measures and mainly conducting the trust business.

The term "trust business" as mentioned in the present Measures means the trust companies' business operations that the trust company commits to trust and handle trust affairs under fiduciary capacity in order to run business and obtain remunerations.

Article 3 The trust property may not belong to the trust company's inherent property, or the trust company's liabilities for the beneficiaries. The trust property may not be a part of the trust company's property to be liquidated when the company is terminated.

Article 4 A trust company shall, when engaging in trust activities, comply with laws and regulations and the stipulations in trust documents, and may not infringe upon national interests, public interests or the lawful rights and interests of the beneficiaries.

Article 5 The China Banking Regulatory Commission shall take charge of supervising and administering trust companies and business activities thereof.

Chapter II Establishment, Alteration and Termination of Trust Institutions

Article 6 When establishing a trust company, the form of a limited liability company or a company limited by shares shall be adopted.

Article 7 When establishing a trust company, the approval of the China Banking Regulatory Commission shall be obtained and a financial license shall be obtained.

No entity or individual may conduct any trust business and no business entity may use the term "trust company" in its corporate name until the approval of the China Banking Regulatory Commission is obtained, except that it is stipulated otherwise by any law or regulation.

Article 8 As regards setting up a trust company, the following conditions shall be met:

(1) Possessing the articles of association, which comply with the provisions of the Company Law of the People's Republic of China and those of the China Banking Regulatory Commission;

(2) Possessing shareholders, which are qualified for purchasing shares as provisioned by the China Banking Regulatory Commission;

(3) Possessing the minimum registered capital as provisioned by the present Measures;

(4) Possessing directors, senior mangers and trust employees suitable for their business, who are qualified for holding corresponding posts as prescribed by the China Banking Regulatory Commission;

(5) Possessing a sound organizational structure, instructions for operating trust business and a system of risk control;

(6) Possessing a business place as required, safety measures and other business-related facilities; and

(7) Other conditions as prescribed by the China Banking Regulatory Commission.

Article 9 The China Banking Regulatory Commission shall examine an application for establishing a trust company in accordance with the relevant laws and regulations and the principle of prudent supervision, and make a decision on whether to approve it or not. In case it decides to disapprove the application, the reasons shall be specified.

Article 10 The minimum registered capital of a trust company shall be 300 million yuan or the equivalent convertible currency, and the registered capital shall be paid in capital.

When applying for conducting such businesses as enterprise annuity fund, securities underwriting and asset securitization, etc., the requirements on minimum registered capital prescribed by related laws and regulations shall be met.

The China Banking Regulatory Commission may, in light of the needs of development of trust company industry, adjust the minimum amount of trust companies' registered capital.

Article 11 No trust company may set up any branch institution either directly or in any disguised form without the approval of the China Banking Regulatory Commission.

Article 12 A trust company shall obtain the approval of the China Banking Regulatory Commission under any of the following circumstances:

(1) To change its name;

(2) To change its registered capital;

(3) To change its domicile;

(4) To change the organization form;

(5) To adjust its business scope;

(6) To change any director or senior manager;

(7) To change any shareholder or adjust equity structure, except for holding the circulated shares of a listed company less than 5 percent of the total shares of the company;

(8) To revise its articles of association;

(9) To merge or divide; and

(10) Other circumstances as stipulated by the China Banking Regulatory Commission.

Article 13 In case a trust company applies for dissolution owing to division, merger or any other cause for dissolution as stipulated in the articles of association, it shall dissolve upon the approval of the China Banking Regulatory Commission and organize a liquidating group to conduct liquidation in accordance with law.

Article 14 In case a trust company cannot pay off its due debts and does not possess enough assets to cover the debts or it obviously lacks repayment ability, it may, upon the consent of the China Banking Regulatory Commission, apply for bankruptcy to the people's court.

With regard to such a trust company, the China Banking Regulatory Commission may directly apply to the people's court for reforming or conducting bankruptcy liquidation.

Article 15 In case a trust company is terminated, its duties of managing trust affairs shall be terminated concurrently. The liquidating group shall appropriately keep the trust property, prepare a report on the disposal of trust affairs and hand over trust property to the new trustee. In case the trust document makes otherwise stipulations, such stipulations shall prevail.

Chapter III Business Scope

Article 16 A trust company may apply for conducting part or all of the following businesses in domestic or foreign currency:

(1) Trust of capital;

(2) Trust of chattel;

(3) Trust of real estate;

(4) Trust of negotiable instruments;

(5) Trust of any other property or property rights;

(6) To engage in investment fund business as promoter of an investment fund or fund management company;

(7) To conduct such businesses as the reorganization, purchase and merger of enterprise assets, fund-raising for project, corporate finance and financial consultation, etc.;

(8) To conduct the securities underwriting business upon commission as approved by the related departments under the State Council;

(9) To conduct such businesses as brokerage, consultation and credit investigation, etc.;

(10) To provide safe-keeping services upon commission and to operate the business of safety-deposit boxes; and

(11) Other businesses as prescribed in any law or regulation or approved by the China Banking Regulatory Commission.

Article 17 A trust company may, in accordance with the provisions of the Trust Law of the People's Republic of China and the relevant laws and regulations, conduct charitable trust activities.

Article 18 A trust company may, according to different trust purposes, different varieties of trust property and different management styles of trust property, set up different varieties of trust business in light of market demand.

Article 19 A trust company may, according to the stipulations in the trust documents, manage, use or dispose of its trust property by means of investment, sales, inter-bank deposits, purchasing for reselling, lease or loans, etc. Where the China Banking Regulatory Commission makes otherwise provisions, the related provisions shall prevail.

No trust company may manage or use trust property in manners of selling out for repurchasing.

Article 20 Such businesses as inter-bank deposits, inter-bank lending, loans, lease and investment may be conducted by a trust company under the item of inherent business. The investment business shall be limited to investment in financial companies in form of equity as well as investment in financial products and self-use inherent assets.

Except it is otherwise stipulated by the China Banking Regulatory Commission, no trust company may make industrial investment with its inherent property.

Article 21 Except that it is otherwise stipulated by the China Banking Regulatory Commission, a trust company may not conduct the liability businesses other than the business of inter-bank borrowing with the balance of its inter-bank borrowing not surpassing 20 percent of its net assets.

Article 22 A trust company may provide guarantee for outsiders, provided that the guarantee balance may not be more than 50 percent of its net assets.

Article 23 A trust company shall, when operating foreign exchange trust business, comply with the related provisions of the state on foreign exchange control and subject itself to the examination and supervision of the competent foreign exchange department.

Chapter IV Operating Rules

Article 24 A trust company shall, when managing, operating or disposing of its trust property, scrupulously perform its duties, fulfill its obligations of honesty, good faith, prudence and effective management and safeguard the beneficiaries' best interests.

Article 25 A trust company shall, when handling trust affairs, avoid the conflict of interests. When it is impossible to avoid such conflict, it shall fully release the related information to the trustors and the beneficiaries or refuse to conduct such business.

Article 26 A trust company shall dispose of trust affairs by itself. In case any trust document otherwise stipulates or it has any reason of necessity, it may entrust others to dispose of trust affairs on behalf of it, but the trust company shall fully fulfill the obligation of supervision and be responsible for the acts carried out for disposing of trust affairs by the entrusted party.

Article 27 Except that it is otherwise stipulated in any law or regulation or trust document, a trust company has the obligation of keeping secret the information and the relevant situation on its trustors and beneficiaries as well as that on its handling of trust affairs in accordance with law.

Article 28 A trust company shall appropriately and completely record its disposing of trust affairs and report to its trustors and beneficiaries the situation on trust property and its management, operation, disposal as well as revenue and expenditure on a regular basis.

A trustor or beneficiary has the right to be informed of the situation on the management, operation, disposal as well as revenue and expenditure of his/its trust property by the trust company and to require the trust company to make related explanations.

Article 29 A trust company shall manage its trust property and inherent property separately and keep accounts thereof separately. And it shall also manage the trust property of different trustors separately and keep accounts thereof separately.

Article 30 A trust company shall set up accounts in accordance with law, make business accounting for the trust business and non-trust business respectively and make business accounting for each trust business separately.

Article 31 The trust business department of a trust company shall be independent from the company's other departments, this department's personnel may not concurrently hold any post in any other department of the company, and the business information of this department may not be shared with the company's other departments.

Article 32 In case a trust is established in the form of trust contract, the following items shall be indicated in the trust contract:

(1) The trust purpose;

(2) Name or title and domicile of the trustor and that of the trustee;

(3) Beneficiaries or scope of beneficiaries;

(4) Scope, variety and situation of the trust property;

(5) Rights and obligations of the parties to the trust;

(6) Release and assuming of the risks involved in the management of the trust property;

(7) Management style of the trust property and the trustee's management rights;

(8) Trust interest calculation as well as the form and method for delivering trust interests to the beneficiaries;

(9) Calculation and payment of remunerations for the trust company;

(10) Assuming of the tax and fees on the trust property and calculation of other expenses;

(11) Trust period and termination;

(12) Ownership of the trust property at the time of the termination of the trust;

(13) Reporting of trust affairs;

(14) Liabilities for breaching contract by the parties to the trust and the method for settling dispute;

(15) Method for choosing new trustee; and

(16) Other items that is necessary to be indicated as considered by the parties to the trust.

In the case of establishing a trust in the form of any written document other than trust contracts, the items to be indicated in the written document shall accord with the related laws and regulations.