The Agreement between the Government of the People’s Republic ofChinaand the Government of theKingdomofDenmarkon the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income (hereafter referred to as “Agreement”) and the Protocol to the Agreement were formally signed inCopenhagenon June 16, 2012. The two parties have mutually notified each other on September 3, 2012 and November 28, 2012 that the respective legal procedures necessary for the effectiveness of this Protocol have been performed. According to Article XXVIII of the Protocol, the Agreement and the Protocol shall take effect as from December 27, 2012 and apply to the income commencing on or after January 1, 2013.

The announcement is hereby made.

State Administration of Taxation        

April 9, 2013                        

The Agreement between the Government of the People’s Republic of China and the Government of the Kingdom of Denmark on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income

 The Government of the People’s Republic ofChinaand the Government of Denmark are willing to conclude the agreement on the avoidance of double taxation and the prevention of fiscal evasion agreement and have agreed as follows:

Article I The scope of person

This Agreement shall apply to the persons who are residents in either or both Signatory state(s).

Article II The scope of taxes

I. This Agreement shall apply to the taxes levied on incomes by a Signatory state or its administrative region or local authorities, regardless of the manner in which they are levied.

II. Taxes levied on total income or certain item of income, including taxes levied on the proceeds from the transfer of movable or immovable property, and the taxes on capital gains which also should be deemed as taxes levied on income.

III. The existing taxes to which the Agreement is applicable are:

(A) inChina:

1. Personal income tax;

2. Corporate income tax;

 (Hereinafter referred to as "Chinese tax").

 (B) inDenmark:

The State Income Taxes;

Local Income Tax;

 (Hereinafter referred to as "Denmarktax");

IV. This Agreement shall also apply to taxes identical or similar in nature added or in lieu of current taxes to be levied after the date of signature of this Agreement. The competent authorities of both signatory states shall notify each other of any substantial change made within a reasonable time.

Article III General Definitions

I. For the purposes of this Agreement, unless otherwise construed in the context:

(A) The term of "Signatory state" and "other Signatory state", as in the context, refers toDenmarkorChina;

(B) The term "China" refers to the People’s Republic of China, and in the geographical sense, to all the territories, including territorial waters, to which the tax laws of the People's Republic of China are applicable, and any area beyond its territorial sea to which the PRC have sovereign rights for the purpose of survey and the exploitation of seabed and subsoil resources and water resources over seabed in accordance with international laws and domestic laws;

The term of "Denmark" refers to the Kingdom of Denmark, including any area, marked or possibly marked in the future by Danish law, beyond its territorial sea to which Denmark has sovereign rights for the purpose of survey and exploitation of natural resources like seabed and subsoil resources and water resources over seabed as well as other economic exploration and development activities in accordance with international laws and domestic laws; this term does not include the Faroe Islands and Greenland;

 (D) The term of "person" includes natural person, company and other organization;

 (E) The term of "corporation" refers to any body corporate or entity deemed as a body corporate in terms of taxation;

 (F) The term of "enterprises of a signatory state" and " enterprises of other signatory state " respectively refers to the enterprises operated by the residents of a signatory state and the enterprises operated by the residents of other signatory state;

 (G) The term of "national" refers to : any person has the nationality of a signatory state; and any corporation, or organization incorporated under the existing laws of the either signatory state, without corporate entity but deemed as a body corporate in terms of taxation;

 (H) The term of "international traffic" refers to ship or aircraft transportation operated by the enterprises with effective managements of either signatory state, exclusive of the ship or aircraft transportation operated only between places in the other signatory state;

 (I) The term of "competent authority" refers to:

1. InChina, the State Administration of Taxation or its authorized representatives.

2. In Denmark, Minister of Taxation or its authorized representatives.

II. Any term without a clear definition under the Agreement in the implementation thereof at any time by a signatory state, unless otherwise required in the context, shall have the meaning under the laws in regarding the tax categories applicable to such signatory state when the Agreement is implemented, priority shall be given to the definition of the term specified by the tax laws of the signatory state over the definition of the same term specified by other laws.

Article V Residents

I. For the purposes of this Agreement, the term of " residents of a signatory state" refers to the person, including the signatory state and its administrative regions or local authorities, under the taxation obligation in such signatory state because of the domicile, residence, place of incorporation, place of effective management or other similar criteria in accordance with the law of such signatory state,. However, this term does not include the person under taxation obligation in a signatory because of the incomes from such signatory state alone.

II. By right of the paragraph I, the residential status of an individual being the resident of both signatory states shall be determined as follows:

 (A) as the resident of the State alone where his/her permanent home is; where such individual have permanent residences in both States, he/she should be deemed as the resident of the state alone with which he/she has closer personal and economic ties (the center of vital interests);

 (B) Where the state of the center of vital interests can not be determined, or such individual does not have permanent residence in either signatory state, he/she shall be deemed the residents of the state alone where such individual has a habitual abode;

 (C) Where such individual have a habitual abode in both or neither signatory state(s) of habitual abode, he or she shall be deemed only as the resident  of the country of his/her nationality;

 (D) In the event of dual nationality, or he/she is not a national of either signatory state, the competent authorities of both signatory states shall settle the problem through consultation.

III. By right of paragraph I, any person being a resident of both signatory states, except individuals, shall be determined as the resident where his/her effective management locates.

Article V Permanent Establishment

I. For the purposes of this Agreement, the term of "permanent establishment" refers to the fixed premises on which an enterprise runs its business whole or in part.

II. The term of "permanent establishment" especially includes:

 (A) place of management;

 (B) branch;

 (C) office;

 (D) factory;

 (E) workshop; and

 (F)  Mine, oil or gas well, quarry or any other mining of natural resources.

III. The term of "permanent establishment" also includes:

 (A) a building site, construction, assembly or installation project or supervisory activities in connection therewith, but subject to the superior limit of consecutive 12 months of such site, project or activities;

 (B)The device, rig or vessel for the exploration or exploitation of natural resources, but subject to the superior limit of more than twelve months;

 (C) the enterprise of a signatory state providing services in other signatory state through its employees or other personnel, including consultancy services, but subject to the superior limit of consecutive 183 days or more in any 12 months of the activities (for the same project or related projects) of said nature on or after related taxation years.

IV. Notwithstanding the foregoing, the term of "permanent establishment" shall be deemed not to include:

 (A) facilities for the dedicated purpose of storage, display or delivery of goods or merchandise of the enterprise;

 (B) inventory for the dedicated purpose of storage, display or delivery of the goods or merchandise of the enterprise;

 (C) inventory for the dedicated purpose of storing goods or merchandise of the enterprise to be processed by another enterprise;

(D) Fixed business premises solely for the purpose of purchasing goods or merchandise or of collecting information;

 (E) Fixed business premises solely for the enterprise to carry out other preparatory or auxiliary activities;

 (F) Fixed business premises solely for the combined activities from paragraphs (a) to (e), provided such combination makes all the activities carried out on such premise are preparatory or auxiliary.

V. Notwithstanding the provisions of paragraph I and II, where a person (other than an agent of independent status under paragraph VI) acts on behalf of an enterprise of a signatory state in the other signatory state, and such person has the right to sign contracts in the name of the enterprise and exercises this authority from time to time, for any activities carried out by such person for the enterprise, it should be deemed that the enterprise has a permanent establishment in a signatory state, unless the activities carried out by such person on fixed place of business are to the extent of the provisions of paragraph IV, in accordance with which it shall not be deemed that the fixed place of business is a permanent establishment.

VI. Where an enterprise of a signatory state operates business in the other signatory state through broker, general commission agent or any other agent of independent status only operating their business as usual, the other Signatory state carries on business, it shall not be deemed that the enterprise has a permanent establishment in the other signatory state. However, if all or almost all the activities carried out by such agent are on behalf of the enterprise, and the transactions between the agent and enterprise are not complied with the principles of independent enterprises, it shall not be deemed such agent is the independent agent referred to by this paragraph.

VII. Where a resident company of a signatory state controls or is controlled by a resident company of the other signatory state or a company operates business in the other signatory state (whether through a permanent establishment or not), this fact shall make any company of either signatory state the permanent establishment of a company of the other signatory status.

Article VI. Income from unmovable property

The income of a resident of either signatory state on the unmovable property in the other signatory state (including income from agriculture or forestry) can be taxed in that other signatory state.

II. The term of "unmovable property" shall have the meaning under the laws of the signatory state where the property is located. The term shall in any case include any property accessory to immovable property, livestock and equipment used in agriculture and forestry, rights under the provisions of general law respecting landed property, usufruct of immovable property and the rights to obtain unfixed or fixed incomes from exploiting mineral deposits, water and other natural resources is not. Ships and aircraft shall not be deemed as immovable property.

III. The provision under paragraph I shall apply to income from the direct use, letting, or any other form of immovable property.

IV. The provisions under paragraph I and III shall also apply to income from immovable property of any enterprise or from unmovable property used by independent personal services.

Article VII Operating profit

I. The profits of an enterprise of either signatory state shall be taxable only in that signatory state except the permanent establishment in the other signatory state of the enterprise operates business in that other signatory state. Where the enterprise operates business in the other signatory state through its permanent establishment in that other signatory state, its profits may be taxed in that other signatory state, but only to the extent of profits attributable to that permanent establishment.

II. In addition to being subject to the provisions of paragraph III of this section, where an enterprise of a signatory state operates business in the other signatory state through a permanent establishment in that other signatory state, the permanent establishment shall be deemed as an independent enterprise carrying out the same or similar activities under the same or similar circumstances and shall be treated independent from the enterprises to which it belongs, the possible profits gained by such permanent establishment shall belong to that permanent establishment.

III. In the determination of the profits of a permanent establishment, expenses incurred by its operation whether in the signatory state in which the permanent establishment is situated or elsewhere shall be allowed as deductions, including executive and general administrative expenses.

IV. Where in either signatory state, it is a practice that an enterprise determines the profit attributable to a permanent establishment of certain percentage of the total corporate profit , then the provision under paragraph II shall not preclude that signatory state from determine the taxable profits in accordance with the practice of allocation. However, the results obtained from the adopted allocation method shall be in principle specified this Article.

V. The profits shall not be attributable to a permanent establishment only by right of the procurement of goods or merchandise by the permanent establishment for the enterprise.

VI. In the implementation of the preceding paragraphs, except for change based on good and sufficient reasons, the profits attributable to permanent establishment shall be determined by the same method each year.

VII. Where the profits include income categories under other separate articles hereunder, the provisions of the article shall not to the prejudice of other articles.

Article VIII Maritime and air transport

I.  The profits made by an enterprise of a signatory state by operating international transportation business of ship or aircraft shall be taxable only in that signatory state where its effective management locates.

II. For the purpose of this paragraph, the profits made by operating international transportation business of ship or aircraft shall include:

The profits made by the lease of ship or aircraft; and

The profits made by the containers for use, maintenance or rental of goods or merchandise transport (including trailers and related equipment for containers transport);

The said lease, use, maintenance or rental shall be treated as auxiliary activities to international transportation business of ship or aircraft.

If the effective management of a shipping enterprise is located on board, it refers to a signatory state where home port of the ship locates; in case of no such home port, it shall refer to a signatory state where the ship operator as a resident lives.

。II. The provision under paragraph I shall also apply to the profits made through a partnership, a joint business or the participation into an international operating agency.

Article IX Affiliates

I. Under any of the following circumstances:

 (A) An enterprise of a signatory state is directly or indirectly involved in the management, control or capital of an enterprise in the other signatory state, or

(B) The same person participates directly or indirectly in the management, control or capital of an enterprise of a signatory state  and an enterprise of the other signatory state. The conditions constituting the commercial or financial relations between the two enterprises differ from those constituting commercial or financial relations between independent enterprises; and the existence of those conditions keep one of the two enterprises from obtaining its due profits, then this portion of the profits should be included in the income of the enterprise and taxed accordingly.

II. The corporate profits of the enterprise of either signatory state already taxed by the other signatory state, where the two enterprises are independent from each other, shall be obtained by the enterprises of former, including when the profits of the enterprise in the signatory state are taxed, the other Signatory state shall adjust the taxes imposed on this portion of profits. In determining the adjustment, attentions shall be paid to the other provisions of this Agreement. If necessary, the competent authorities of both states shall consult each other.

Article X Dividend

I. The dividend paid by a resident company of a signatory state to a resident of the other signatory state can be taxed in that other signatory state.

II. However, such dividends may also be taxed in accordance with the laws of that the signatory state to which the company paying the dividends is a resident. However, where the beneficial owner of dividends is a resident of the other signatory state, the tax so levied:

 (A) where the beneficial owner is a company (other than a partnership), and directly possesses at least 25% of the capital of the company paying the dividends, shall not exceed 5% of the total dividends;

 (B) In any other case, shall not exceed 10% of total dividends.

This paragraph shall not affect profit taxation before the payment of dividends of the company.

rofits by right of shares or non-debt relation, and in accordance with the laws of the signatory state to which the company distributing the profits is a resident, such dividends shall be deemed as the income from the rights of other companies taxed likewise by right of the same share.

IV. Where the beneficial owner of dividends, as a resident of a signatory state, operates business through a permanent establishment in the other signatory state or engages in independent personal labor service in a fixed base in that other state to which the company paying the dividends is a resident, and the shares by right of which the dividends are paid is substantially related to the permanent establishment or fixed base, the provisions of paragraph I and II shall not apply. In this case, the provisions under Article VII or XIV shall apply as the case may be.

V. Where the profits or income is gained by a company being a resident of a signatory state from the other signatory state, the other signatory state may not tax dividends paid by the company, nor tax the undistributed profits of the company, even if the dividends paid or the undistributed profits in whole or in part are the profits or income obtained is in the other signatory state, except the dividends paid to a resident of the other signatory state or the shares by right of which the dividends are paid is substantially related to the permanent establishment or fixed base of in the other signatory state.

If the shares or other rights for dividend payment arise from or are assigned for main purposes or one of main purposes of obtaining the benefit, then this paragraph shall not be applied.

Article XI Interest

I. The interest accruing in a signatory state but paid to a resident of the other signatory state may be taxed in that other State.

II. However, such interest may be taxed in accordance with the laws of the signatory state in which it accrues. However, where the beneficial owner of the interest is the resident of the other signatory state, the tax so charged shall not exceed 10% of the total interest. The competent authorities of both signatory states shall determine the method of implementation of this limitation.

III. Notwithstanding the provisions of paragraph II, the interest accruing in a signatory state but paid by the government, its administrative regions or local authorities, the central bank or any wholly government-owned institutions; or any interest obtained by the residents of other signatory state but with debt-claims under funds, guarantees or insurance paid by the government, its administrative regions or local authorities, the central bank or any wholly government-owned institutions of the other signatory state, shall be tax-free in the first mentioned signatory state.

IV. For the purpose of this Article, the term of "interest" refers to the income from debt-claims, with or without collateral security or the right to share debtor's profits; particularly from government bonds, bonds or debentures, including premiums and bonus.

Penalties imposed on by right of late payment shall not be deemed as interest defined hereunder.

V. Where the beneficial owner of interest, as a resident of a signatory state, operates business through a permanent establishment in the other signatory state or engages in independent personal labor service in a fixed base in that other state where the interest accrues, and the financial claim by right of which the interest is paid is substantially related to the permanent establishment or fixed base, the provisions of paragraph I and II shall not apply. In this case, the provisions under Article VII or XIV shall apply as the case may be.

VI. Where the interest payer is the government, its administrative region, a local authorities or resident of a signatory state, it shall be deemed that the interest accrues in the signatory state. However, where the person paying the interest, whether or not a resident in a signatory state, has a permanent establishment or fixed base in the signatory state, and the indenture by right of which the interest is paid is substantially related to the permanent establishment or fixed base and the interest is borne by the person, it shall be deemed that such interest accrues in the signatory state in which the permanent establishment or fixed base is situated.

。VII. In virtue of the special relationship between the payer and the beneficial owner or between them and other people, where the interest paid by right of financial claim exceeds the amount as agreed upon by the payer and the beneficial owner in the absence of such relationship between them, the article shall apply only to the amount agreed upon in the absence of such relationship. In this case, the excess part of the interest shall be still be taxable by the law of each signatory state provided due attentions shall be paid the provisions hereunder.

VIII. If the debt-claims for interest payment arise from or are assigned for main purposes or one of main purposes of this paragraph contents, then this paragraph shall not be applied.

Article XII The royalties

I. Royalties accruing in a signatory state but paid to a resident of the other signatory state royalties may be taxed in the other signatory state.

II. However, these royalties may also be taxed in accordance with the laws of the signatory state where they accrue. However, where the beneficial owner of the royalties is a resident of the other state, the tax so charged shall not exceed:

10% of total royalties provided in Section (I), paragraph (III).

10% of total royalties provided in Section (II), paragraph (III). The “Adjustment amount” refers to 70% of total royalties.

The competent authorities of both signatory states shall determine the method of implementation of this limitation.

III. The term of "royalties" refers to:

 (I) Payments made as consideration for the use of or the right to use of the copyright, patent, trademark, design or model, plan, secret formula or process of literary, artistic or scientific work (including film or tape of cinematograph films, radio or television broadcasting), also including various payments made as consideration for industrial, commercial or scientific experience information (know-how);

。(II) Various payments made as consideration for the use of or the right to use of industrial, commercial or scientific equipment.

IV. Where the beneficial owner of royalties, as a resident of a signatory state, operates business through a permanent establishment in the other signatory state or engages in independent personal labor service in a fixed base in that other state where the royalties accrue, and the right or property by right of which the royalties are paid is substantially related to the permanent establishment or fixed base, the provisions of paragraph I and II shall not apply. In this case, the provisions under Article VII or XIV shall apply as the case may be.

V. Where the royalty payer is the government, its administrative regions or local authority, or a resident of a signatory state, it shall be deemed that the royalties accrue in the signatory state. However, where the person paying the royalties, whether or not a resident in a signatory state, has a permanent establishment or fixed base in the signatory state, and the obligation of paying the royalties is substantially related to the permanent establishment or fixed base and the royalties are borne by the person, it shall be deemed that such royalties accrue in the signatory state in which the permanent establishment or fixed base is situated.

VI. In virtue of the special relationship between the payer of royalties and the beneficial owner or between them and other people, where the royalties paid in regarding the use, rights or information exceed the amount as agreed upon by the payer and the beneficial owner in the absence of such relationship between them, the article shall apply only to the amount agreed upon in the absence of such relationship. In this case, the excess part of the payment shall be still be taxable by the law of each signatory state provided due attentions shall be paid the provisions hereunder.

VII. If the royalties for payment rights arise from or are assigned for main purposes or one of main purposes of this paragraph contents, then this paragraph shall not be applied.

Article XIII Property income

I. The income gained by a resident of a signatory state from the transfer of immovable property located in the other signatory state may be taxed in that other State.

II. The income from the transfer of the movable part of business property of a permanent establishment in a signatory state of an enterprise in the other state, or from the transfer of movable property of the fixed base on which a resident of a signatory state engages independent personal services in the other signatory state, including the transfer of the permanent establishment (alone or with the entire enterprise) or the fixed base may be taxed in that other signatory state.

III. The income from the transfer of the containers during ships, aircraft or international transportation business or movable property incidental to operation or use thereto shall be taxable only in that signatory state.

IV. The income from the transfer of shares by a resident of a signatory state, where 50% (exclusive) or more of the value of the shares comes directly or indirectly from immovable property located in the other signatory state, may be taxed in that other signatory state.

V. Resident of a signatory state transfers the benefits obtained in a resident company of the other signatory state; if such benefit payee has directly or indirectly owned at least 25% of the shares in the company within 12 months before the transfer, it shall be taxable in the other signatory state.

VI. The income from the transfer of the property other than the foresaid properties from paragraph I to V shall be taxable only in the signatory state to which the transferor is a resident.

Article XIV Independent Personal Services

I. The income from professional services or other independent activities of a resident of a signatory state shall be taxable only in that state. However under one of the following circumstances, the other signatory state may impose tax:

 (A) The resident the signatory state has a fixed base in the other signatory state regularly available for him/her to engage in the said activities. In this case, the other signatory state may impose tax on the income attributable only to that fixed base.

 (B) In any 12 months on or after related taxation year, a resident of a signatory state stay continuously or accumulatively for or for more than 183 days. In this case, the other signatory state may tax the income only from activities carried out in that signatory state.

II. The term of "professional services" especially includes independent scientific, literary, artistic, educational or teaching activities, as well as independent practices of doctors, lawyers, engineers, architects, dentists and accountants.

Article XV Dependent personal services

I. Subject to the provisions of article XVI, article XVIII and article XIX, the wage, salary and other similar remuneration derived by a resident of a signatory state in respect of an employment shall be taxable only in that state unless the employment is exercised in the other signatory state. If the employment is so exercised, such remuneration as is derived therefrom may be taxed in that other state.

II. Notwithstanding the provisions of paragraph 1, remuneration derived by a resident of a signatory state in respect of an employment exercised in the other signatory state shall be taxable only in the first-mentioned signatory state if:

 (1) the recipient stays in the other signatory state for a period or periods of less than 183 days within any 12 months from the commencement and ending of the fiscal year;

(2) the remuneration is paid by or on behalf of the employer who is not a resident of the other signatory state; and

(3) the remuneration is not borne by the permanent establishment or the fixed base which the employer has in the other signatory state;

III. Notwithstanding the preceding provisions of this article, the remuneration derived in respect of an employment exercised aboard a ship or aircraft operated international traffic by an enterprise of a signatory state may be taxable in that state.

Article XVI Director's fees

The director's fees and other similar payment derived by a resident of a signatory state in his capacity as a member of the board of directors of the company which belongs to the resident of the other signatory state may be taxed in that other state.

Article XVII Artists and athletes

I. Notwithstanding the provisions of article XIV and article XV, the income derived by a resident of a signatory state as an entertainer, such as an artist of the theatre, motion picture, radio or TV, or a musician, or a athlete, from his personal activity as such exercised in the other signatory state, may be taxed in that other signatory state.

II. Where the income in respect of personal activity exercised by an entertainer or an athlete in his capacity doesn’t accrue to the entertainer or athlete himself, but to another person, that income may, notwithstanding the provisions of article VII, article XIV and article XV, be taxed in the signatory state in which the activity of the entertainer or athlete are exercised.

III. Notwithstanding the preceding provisions of this article, the income derived by the entertainer or athlete who is the resident of the signatory state from the activity exercised in the other signatory state shall be exempt from tax in that signatory state if this activity is supported under the cultural exchange plan between the governments of both states.

 Article XVIII Pension and social insurance payment

I. Subject the provisions of paragraph 2 of article XIX, pension and other similar remuneration paid to the resident of the signatory state in consideration of past employment shall be taxable only in that state.

II. Notwithstanding the provisions of paragraph 1, pension and other similar payment made by the government of the signatory state, an administrative region or a local authority thereof under the public welfare scheme of the social insurance system of that state shall be taxable only in that state.

III. Notwithstanding the provisions of paragraph 1, the pension and other similar remuneration derived in the signatory state and paid to the resident of the other signatory state may, no matter those pension and payment is related to the past employment or not, be taxed in the first-mentioned state when:

 (1) in the first-mentioned signatory state, the payment made by the recipient under the pension plan has been deducted from his taxable income in accordance with the law of that country; or

 (2) in the first-mentioned signatory state, the payment made by the employer under the pension plan hasn’t been deemed as the taxable income of the recipient in accordance with the law of that country.

IV. In this article, “recipient” means the person who has the right to receive the payment from the pension plan.