3.1.1 The flight area of civil airports, including the runway, the taxiway, the communication way, the parking apron and the flight aid lights.

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1 Statute No. 110 Issued by The Civil Aviation Administration of China The Ministry of Foreign Trade and Economic Cooperation, PRC & The National Development and Planning Commission, PRC The Regulations on Foreign Investment in Civil Aviation (CCAR-201), having been passed, on December 10, by the affair conference of the CAAC, the Ministry of Foreign Trade and Economic Cooperation and the National Development and Planning Commission and approved by the State Council, is hereby published, and will take effect on August 1, Yang Yuanyuan, Chief of CAAC Shi Guangsheng, Minister of Foreign Trade and Economic Cooperation Zeng Peiyan, Dean of the National Development and Planning Commission

2 Regulations on Foreign Investment in Civil Aviation Article 1 In order to expand the scale of Chinese civil aviation s opening to the outside world, to promote the reformation and development of civil aviation and to protect the legal rights and interests of investors, the following regulations are made according to the Joint Venture Operation Act of the PRC, the Sino-Foreign Cooperative Business Operation Act of the PRC, the Regulations on Directing Foreign Investment (referred to as the Catalog hereinafter) and the Catalog of Industries Accessible for Foreign Investors (referred to as the Catalog hereinafter) and relevant laws and regulations on civil aviation. Article 2 The following regulations are applicable to foreign companies, enterprises and other economic organizations or individuals (all theses are generally termed as foreign investors henceforth). Article 3 Foreign investors may invest in civil airports, public air transportation companies, general aviation companies and aviation-related projects; they are forbidden to invest and/or manage air traffic control systems. 3.1 Foreign investors are encouraged to invest in building civil airports. Civil airports here may not be understood to include airports jointly used by civilians and the military. Foreign investors may invest in two kinds of facilities: The flight area of civil airports, including the runway, the taxiway, the communication way, the parking apron and the flight aid lights Air terminal buildings. 3.2 Foreign investors are encouraged to invest in currently operating public air transportation companies. Foreign investors are encouraged to invest in general aviation companies engaged in agricultural, forestry and fishing operations.

3 Foreign investors are allowed to invest in general aviation companies operating in business flight, tourist flight or those working for industry, but they may not gain access to operations or projects that involve national secrets. 3.3 Aviation-related projects include aviation oils, airplane repair and maintenance, cargo storage and transportation, ground service, aviation food, parking lots and other approved projects. Article 4 Foreign investors may invest in three ways: 4.1 By joint stock or Sino-foreign cooperation; 4.2 By purchasing stocks issued by civil aviation companies, including stocks issued abroad and foreign investment stocks listed on the stock market. 4.3 By other means approved. For a foreign investor cooperating with a Chinese company to invest in public air transportation and general aviation companies operating in business flight and tourist flight, the status of a Chinese legal entity must be obtained. Article 5 Of all the foreign investors applying for investing in public transportation companies and civil airports, priority shall be given to those that have attained the advanced international level of operation and management, on the assumption that all other qualifications are equal among them. Article 6 When foreign investors invest in civil airports, Chinese companies shall hold most part of the control right to shares. When foreign investors invest in public transportation companies, Chinese companies shall hold the total control right to shares. The investment made by one investor (and all the related companies) shall not exceed 25% of the total investment. When foreign investors invest in general aviation companies operating in business flight, tourist flight or working for industry, Chinese companies shall hold the total control right to shares, while the percentage of the investment made by foreign investors in companies engaged in agricultural, forestry and fishing operations shall be jointly decided by Chinese and foreign investors.

4 When foreign investors invest in airplane repair and maintenance (under the obligation to operate in the international repair and maintenance market) and aviation oil projects, Chinese companies shall hold the total control right to shares, while the percentage of the investment made by foreign investors in cargo storage and transportation, ground service, aviation food and parking lots shall be jointly decided by Chinese and foreign investors. Article 7 The maximum term of operation for most joint ventures started with foreign investment is 30 years. Article 8 The price charged for aviation services by civil airport companies benefiting from foreign investments shall be in accordance with the uniform national standard; the price charged for non-aviation services shall be decided in consultation with local price regulation institutions. Public air transportation companies and general aviation companies benefiting from foreign investment shall conform to the national policy on price regulation. Article 9 For the land to be used for building the civil airport in which foreign investors have invested, assessment and land use approval procedures shall be carried out according to national laws and regulations on airport land use management and those made by the Civil Aviation Administration of China (CAAC). Article 10 Foreign investors who have invested in building civil airports shall be given preference when they apply for investing in projects related to air transportation. Article 11 When foreign investors plan to invest in civil aviation projects beyond the quota, the Project Proposal and the Feasibility Report shall be approved, in consultation with the CAAC, by the National Development and Planning Commission, which is in charge of infrastructure projects or by the National Economy and Trade Committee, which is in charge of technological reformation projects, while contracts and agreements shall be approved by the Ministry of Foreign Trade and Economic Cooperation (MFTEC). For projects below the quota, the Project Proposal and the Feasibility Report shall be approved by the CAAC, while contract and agreements shall be approved by the MFTEC. When foreign investors invest in air transportation-related projects, such as cargo storage and transportation, ground service, aviation food and parking lots, they shall be approved in accordance with the procedures and jurisdiction stipulated in the Regulations and the Catalog.

5 Article 12 When the contracts and agreements for foreign investment in building a civil airport have been approved, the foreign investor shall first apply, to the MFTEC, for a certificate approving foreign investment in China, and then go to the Business Administration Department for registration. When the contracts and agreements for foreign investment in a public air transportation company or a general aviation company have been approved, the foreign investor shall first apply, to the CAAC, for a new operation license or for changing the currently held operation license, then apply, to the MFTEC, for a certificate approving foreign investment in China, and finally, go to the Business Administration Department for registration. Article 13 For issuing stocks abroad, issuing foreign investment stocks in China and other means of attracting foreign investment, civil aviation companies shall submit their proposal to the relevant departments for approval, in accordance to procedures stipulated in national laws and regulations. Article 14 Proposals to increase investment and stocks or to change the control right to shares made by civil aviation companies benefiting from foreign investment shall be submitted for approval to the organ which has approved the investment. Article 15 The operation of civil aviation companies benefiting from foreign investment shall be supervised and monitored by the CAAC and local administration organs. Article 16 The above regulations apply to companies, enterprises and other economic organizations or individuals from Hong Kong, Macao or Taiwan.

6 Article 17 The above regulations shall take effect on August 1, On the same day, the Notice of Policies on Foreign Investment in Civil Aviation (CAAC mail [1994] No.448) jointly issued by the CAAC and the MFTEC on May 6, 1994 and the Explanation for Certain Points in Issuing the Notice of Policies on Foreign Investment in Civil Aviation jointly issued by the CAAC and the MFTEC on October 25, 1994 (CAAC issue [1994] No. 271) shall be repealed.