The United States Federal Trade Commission, the United States Department of Justice

(together the “U.S. antitrust agencies”); and the People’s Republic of China National

Development and Reform Commission, Ministry of Commerce, and State Administration for

Industry and Commerce (together the “PRC antimonopoly agencies”),

Desiring to enhance the effective enforcement of their competition laws and policies by

creating a framework for long-term cooperation between the U.S. antitrust agencies and the

PRC antimonopoly agencies,

Recognizing the benefit of technical cooperation between the U.S. antitrust agencies and the

also other government agencies, the judiciary, and the legal, business, and academic sectors,

and

Recognizing that establishing good communications between U.S. and PRC government

agencies on competition law and policy, including establishing this framework for

cooperation between the U.S. antitrust agencies and the PRC antimonopoly agencies, will

contribute to improving and strengthening the relationship between the United States and

China,

intend to cooperate as follows:

The framework for cooperation between the U.S. antitrust agencies and the PRC

antimonopoly agencies is composed of two parts: the first is the joint dialogue among all

parties to this Memorandum on competition policy at the senior official level (the “joint

dialogue”) and the second is communication and cooperation on competition law

enforcement and policy between individual U.S. antitrust agencies and PRC antimonopoly

agencies.

With regard to the first part, unless otherwise agreed, the location of the joint dialogue should

alternate between China and the United States, and the host should alternate among the

relevant antitrust or antimonopoly agencies. The U.S. antitrust agencies and the PRC

With regard to the second part, the U.S. antitrust agencies and each of the PRC antimonopoly

agencies, individually, may also engage in communication and cooperation, separate from the

joint dialogue, at the senior or working level.

No agency leads the cooperation under this Memorandum on behalf of each side. Each

agency plans to appoint a liaison for the purpose of facilitating contact in furtherance of this

Memorandum.

Communications between the agencies may be carried out by telephone, electronic mail,

The U.S. antitrust agencies and the PRC antimonopoly agencies recognize that it is in their

common interest to work together, including in the following areas, subject to reasonably

available resources: (a) keeping each other informed of significant competition policy and

enforcement developments in their respective jurisdictions; (b) enhancing each agency’s

capabilities with appropriate activities related to competition policy and law such as training

programs, workshops, study missions and internships; (c) exchanging experiences on

competition law enforcement, when appropriate; (d) seeking information or advice from one

another regarding matters of competition law enforcement and policy; (e) providing

investigating related matters, it may be in those agencies’ common interest to cooperate in

appropriate cases, consistent with those agencies’ enforcement interests, legal constraints,

and available resources.

The U.S. antitrust agencies and the PRC antimonopoly agencies plan to evaluate the

effectiveness of the above-mentioned activities under this Memorandum on a regular basis to

ensure that their expectations and needs are being met.

The U.S. antitrust agencies and each individual PRC antimonopoly agency intend to develop

It is understood that the U.S. antitrust agencies and the PRC antimonopoly agencies do not

intend to communicate information to the other if such communication is prohibited by the

laws governing the agency possessing the information or would be incompatible with that

agency’s interests. Insofar as information is communicated, the recipient should, to the

extent consistent with its laws, maintain the confidentiality of any such information

communicated to it in confidence.

Cooperation under this Memorandum is effective as of the date of signature.

The parties to this Memorandum intend to consult regarding any questions concerning the

understanding or implementation of this Memorandum.

Signed in Beijing on July 27, 2011, in five copies, in the Chinese and English languages, with

both versions being equally official.