Standardized-company-articles-of-association

STANDARDIZED COMPANY ARTICLES OF ASSOCIATION (DRAFT: MAY 10, 2000)

STANDARDIZED COMPANY ARTICLES OF ASSOCIATION TABLE OF CONTENTS Chapter 1.

General Provisions

Chapter 2.

Purpose and Scope of Business

Chapter 3.

Shares

Chapter 4.

Shareholders and the General Meeting of Shareholders

Chapter 5.

Board of Directors

Chapter 6.

General Manager

Chapter 7.

Supervisory Board

Chapter 8.

Financial Affairs, Accounting and Auditing

Chapter 9.

Labor Management, Labor Union and Employee Benefits

Chapter 10.

Dispute Resolution

Chapter 11.

Notification and Announcement

Chapter 12.

Merger, Division, Dissolution and Liquidation

Chapter 13.

Amendment of Articles of Association

Chapter 14.

Supplementary Provisions

CHAPTER 1.

GENERAL PROVISIONS

Article 1 These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and other relevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company. Article 2 This Company is a joint stock limited liability company established according to the Company Law and other relevant regulations. The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so as to obtain a business license. Article 3 The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Those shares included _____ million domestic shares subscribed in RMB form issued to domestic investors. The Company was listed on the _________ Stock Exchange on _____________, 2000. (OPTIONAL (IF RELEVANT)- Those shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed on the domestic stock exchange.) Article 4 The name of the Company is: ________________________________________ (Chinese) ________________________________________ (English) Article 5 The domicile of the Company is: No. ____, ___________ Road, _____________________________

Post Code: ____________________ Article 6 The registered capital of the Company is ______ billion RMB. Article 7 The Company is a perpetual joint stock limited liability company. Article 8 The Chairman of the Board of Directors is the legal representative of the Company. Article 9 The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. The Company shall assume liability for its debt to the extent of its entire assets. Article 10 From the date that it takes effect, these Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, and to set the rights and obligations between the Company and its shareholders and for the shareholders with each other. Article 11 Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs. Article 12 The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raised only after preconditions are met which are set by relevant laws, administrative rules and regulations, and by the provisions of these Articles of Association. The Company also has the right to provide a guarantee to any third party. Article 13 The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws,

administrative rules and other regulations issued by the Government. Article 14 The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies. The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements for operation and management of the Company. Article 15 The Company shall not be an unlimited liability shareholder of any other economic organization.

CHAPTER 2.

PURPOSE AND SCOPE OF BUSINESS

Article 16 The purpose of the Company is to construct, develop and operate a high class road in a positive manner which has a large potential traffic volume and a stable revenue. The road shall improve the road network in its area of operation and for adjacent areas, and promote regional economic development. It shall satisfy its shareholders with a reasonable rate of return on their investment. Article 17 The scope of business of the Company, as approved by the Registration Authority, is to invest in the development, construction and operation of a toll road, to repair vehicles, to lease vehicles and machinery equipment, and to provide consulting services.

CHAPTER 3. Section 1.

SHARES

Issuance of Shares

Article 18 The shares of the Company are in the form of stock. Article 19 All shares issued by the Company are common shares.

Article 20 The shares of the Company shall be issued based upon the principle of openness, fairness and impartiality. Thus each share shall have the same rights and each share shall receive the same profit. Article 21 The nominal price of the stock issued by the Company shall be indicated in RMB. Article 22 The domestic shares issued by the Company shall be in the centralized trusteeship of the __________ Stock (Exchange) Registration Limited Company. (OPTIONAL (IF RELEVANT)- The foreign capital shares listed in the domestic stock exchange shall also be in the centralized trusteeship of the ____________ Stock (Exchange) Registration Limited Company.) Article 23 The total number of common shares issued by the Company after approval are ______ billion shares. Upon its establishment, the Company issued common shares to the following sponsors, which account to _____% of the total amount of common shares: _____________________________________(____%) _____________________________________ (___%) _____________________________________ (___%) Article 24 The equity structure of the Company is _____ billion common shares, among which ____ million shares are held by the sponsors. The other ____ million shares are held ____ million by domestic shareholders and ____ million by foreign shareholders, all listed on the _______ domestic Stock Exchange. (OPTIONAL (IF RELEVANT)- ___ million shares are held by foreign shareholders, all listed on the __________ domestic Stock Exchange.) Article 25 The Company or its subsidiary companies (including affiliated enterprises) shall not provide any financial assistance to persons who purchase or propose to purchase the

Company's shares through such forms as grants, advances, guarantees, compensation or loans. Such persons shall include any person who assumes direct or indirect liability resulting from the purchase of Company shares. In addition, the Company or its subsidiary companies (including affiliated enterprises) shall not, in any form, provide any financial assistance to the above-mentioned persons for the purpose of reducing or taking over the obligations of that person. Section 2.

Increase in, Reduction of and Repurchase of Shares

Article 26 For the purpose of operation and development, and according to laws and regulations and to resolutions made by the Board of Directors, the Company shall adopt the following methods for increasing its capital: 1.

issue shares to the public;

2.

restrict sales of stock to the present shareholders;

3.

allot bonus shares to the present shareholders;

4.

increase capital using common reserve funds; and

5. other methods/modes approved by laws and regulations and by the Securities Administration Department in the State Council. Article 27 The Company may reduce its registered capital according to the regulations set in these Articles of Association. It shall also follow the procedures set in the Company Law and in other regulations. Where such reduction of capital occurs, the Company shall prepare a balance sheet and inventory of assets. The Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make at least three announcements regarding the reduction in a newspaper within thirty (30) days. The creditors shall have the right to claim full repayment of their debts or have the provision of a corresponding guarantee from the Company within thirty (30) days from the date of receipt of such notice, or within ninety (90) days from the date of the first public announcement for those creditors who did not receive a notice directly. After the reduction, the registered capital of the Company shall not be less than the

statutory minimum limit. Article 28 The Company shall repurchase its shares in the following cases, after the approval of the relevant Government administrative departments: 1.

cancellation of the shares to reduce the Company's capital; and

2.

merger with other companies which have shares in the Company.

The Company shall not buy or sell its shares except in the above cases. Article 29 Where the Company repurchases its shares, such repurchase shall be conducted in one of the following methods: 1.

an offer of repurchase of shares is made to all shareholders according to the proportion of stock that they own;

2.

repurchase through open transaction; and

3. other methods/modes as approved by law and regulations and by the Securities Administration Department in the State Council. Article 30 The Company shall canceled the repurchased shares within ten (10) days of their repurchase. It shall apply to the Industrial and Commercial Administration Bureau for a change in its registered capital. Section 3.

Transfer of Shares

Article 31 The shares of the Company may be transferred according to law. Article 32 The Company shall not accept its own shares as a form of hypothecation. Article 33 Shares held by sponsors shall not be transferred within three (3) years of the

establishment of the Company. Directors, the general manager and other superior managers of the Company shall each declare the number of shares he (or she) possesses during the period of his employment. He (or she) shall not transfer his shares during that period and within six (6) months after leaving that position. Article 34 Where shareholders who possess at least 5% of voting rights shares sell their shares within six (6) months after they are purchased, or buy such shares again within six (6) months after selling them, then the profits received shall be owned/taken by the Company. The preceding paragraph is applicable to directors, supervisory personnel, the general manager and other superior managers who are legal person shareholders possessing 5% voting rights shares.

CHAPTER 4. Section 1.

SHAREHOLDERS AND THE GENERAL MEETING OF SHAREHOLDERS

Shareholders

Article 35 Shareholders are the persons who hold shares of the Company legitimately, and whose names are registered in the shareholders' register. Shareholders shall enjoy rights and assume obligations according to the different types of shares held. Shareholders who have the same type of shares shall enjoy the same rights and assume the same obligations. Article 36 The shareholders' register is sufficient evidence to prove that shareholders hold the Company's shares,. except where there is evidence to the contrary. Article 37 The Company shall establish the shareholders' register based upon evidence provided by the Securities Registration Authority. The register shall list the following information: 1. name (title), address (domicile), job/vocation or ownership of each shareholder;

2.

type and number of shares held by each shareholder;

3. whether the shares held by each shareholder have been paid for or are still payable; 4.

the serial numbers of the shares held by each shareholder;

5.

the date of registration of each shareholder as a shareholder; and

6.

the date of termination of each shareholder as a shareholder.

The Company shall sign a centralized trustee agreement with the Securities Registration Authority to check the information regarding major shareholders and to keep track of the change (including pledging of shares) of the holdings of major shareholders periodically so that its share structure is kept up-to-date. Article 38 Each part of the shareholders' register shall not overlap with another. The transfer of shares registered in a certain part of that register shall not also be registered in other parts of the shareholders' register during the registration period. Amendment or change of the shareholders' register shall be conducted according to the relevant law. Article 39 When the Company convenes a shareholders' general meeting, allocates a share dividend, makes clearance (????) or conducts other actions where share rights are required to be identified, then the Board of Directors shall set one day as share rights registration day. Shareholders who are recorded before the completion of registration shall then be considered shareholders of the Company. Article 40 A change of registration of shareholders shall not occur due to a transfer of shares within thirty (30) days of the convening of a shareholders' general meeting or within five (5) days prior to the date set for allocation of share dividends. Article 41 Where any shareholder requires the registration of his name (or title) on the shareholders' register or the cancellation of his name (or title) from the shareholders' register due to an objection to what is contained in the shareholders' register, then he may apply to the court which has jurisdiction for a change in the shareholders' register.

Article 42 Where any shareholder who is registered in the shareholders' register, or is required to register his name (or title) in the shareholders' register, loses his original shares, then he may apply to the Company for the issuance of new shares on the basis of the relevant original shares. Where shareholders holding domestic shares apply for such reissuance, then Article 150 of the Company Law shall be applicable. After the reissuance of new shares by the Company according to these Articles of Association, the name (or title) of bona fide purchasers who hold the above-mentioned new shares or of shareholders who are registered as the owners of such shares (as a bona fide purchaser) shall not be canceled from the shareholders' register. Article 43 The Company has no obligation to indemnify any person damaged by the cancellation of original shares or by the reissuance of new shares, except where a party can prove that the Company has acted fraudulently. Article 44 The shareholders of the Company shall enjoy the following rights: 1.

to obtain share dividends and other types of benefit allocation to the extent of their number of shares;

2. to attend, or entrust a proxy on his behalf to attend, the shareholders' general meeting; 3.

to exercise voting rights according to their number of shares;

4. to supervise the operations of the company, and make recommendations and inquiries regarding such operations; 5. to transfer, bestow/donate or pledge their shares according to laws, regulations and articles of association; 6. to obtain the following information according to laws and these articles of association: 1.

the articles of association, after payment of the cost of copying;

2.

the right to request and receive a copy after paying a reasonable fee of: A.

information concerning their share holding;

B.

a record of the shareholders' general meeting;

C.

the interim report and annual report; and

D.

the total amount of equity and the equity structure.

7. where the Company terminates or liquidates, to participate in the allocation of the residuary assets of the Company according to their number of shares; and 8. other rights entrusted to them by laws, regulations and by these Articles of Association of the Company. Article 45 Where shareholders request the checking of relevant information or ask for materials listed in the preceding Article, then they shall provide written documents which proof the type and number of their shares. The Company shall check their status and provide the materials requested. Article 46 Where a resolution is passed by the shareholders' general meeting and the board of directors violates laws and regulations and infringes on legitimate benefits of shareholders, then the shareholders have the right to file suit to stop such illegal actions and prejudicial acts in the People's Court concerned. Article 47 Shareholders shall perform the following obligations: 1.

obey the Articles of Association;

2. render equity according to the shares they subscribed and the type of admission; (??????) 3.

not retire shares, except in the cases regulated by laws and regulations;

4. other obligations as stipulated by laws and regulations, and by these Articles of Association. Article 48 Where shareholders who possess 5% or more of the shares of the Company pledge their shares, then they shall report to the Company in writing within three (3) working days

from the date that such pledge occurred. Article 49 Where the holding/dominant shareholder exercises his voting rights, he shall not make decisions which impair the legitimate benefit of the Company and of other shareholders. Article 50 The "holding/dominant shareholder", as referred to in these Articles of Association, is the shareholder who has one of the following characteristics: 1. he himself, or by taking concerted action with other persons, can select more than one-half of the Company directors; 2. he himself, or by taking concerted action with other persons, can exercise more than 30% of the voting rights or can control the exercise of more than 30% of the voting rights; 3. he himself, or by taking concerted action together with other persons, possesses more than 30% of the shares of the Company; and 4. he himself, or by taking concerted action together with other persons, can control the Company in reality through other methods. The "concerted action" referred to above relates to the agreement of two or more persons (whether oral or written) that one of those persons has the voting rights to control or stabilize the control of the Company. Section 2.

Shareholders' General Meeting

Article 51 The shareholders' general meeting decides the important issues regarding the Company. It shall exercise the following functions and powers according to law: 1.

to decide the business operation and investment plans for the Company;

2. to elect and replace members of the board of directors, and to decide upon matters related to the remuneration of the directors; 3. to elect and replace the supervisors who are represented by shareholders and to decide upon matters concerning the remuneration of such supervisors;

4.

to examine and approve the report of the Board of Directors;

5.

to examine and approve the report of the supervisory board;

6.

to examine and approve the Company's fiscal budget and its final accounts;

7.

to examine and approve plans for the Company's profit distribution and for the making up of its losses;

8.

to adopt resolutions on the increase or reduction of the registered capital of the Company;

9.

to adopt resolutions regarding the issuance of Company bonds;

10. to adopt resolutions on matters such as merger, division, dissolution and liquidation of the Company; 11.

to amend the Articles of Association;

12.

to adopt resolutions on the hiring or firing of an accounting firm;

13. to examine and approve proposals made by shareholders who represent more than 5% of the total shares with voting rights which are issued to the public; and 14. to examine and approve other matters which shall be determined by the shareholders' general meeting, based upon laws, regulations and these Articles of Association. Article 52 There are two types of shareholders' general meeting, namely the annual meeting and the special/periodic meeting. The annual meeting shall be convened once a year within six (6) months after the end of the preceding fiscal year. Article 53 A special shareholders' general meeting shall be convened within two (2) months if one of the following situations occurs: 1. if the number of directors is less than the minimum number set by the Company Law, or less than two-thirds of the number required by these Articles of Association; 2.

if the amount of the Company's losses that have not been made up reach

one-third of its total share capital; 3. if shareholders holding ten percent (10%) or more of the Company's shares, either individually or jointly (not including proxy rights) request in writing the convening of a shareholders' meeting; 4.

if the board of directors deems it necessary;

5.

if the supervisory board proposes to convene: and

6.

other situations, as stipulated in these Articles of Association.

The holding of shares by shareholders for item 3 shall be calculated as of the date of the written request. Article 54 A special shareholders' general meeting may adopt resolutions only upon the matters listed in the notice of meeting. Article 55 A shareholders' general meeting shall be convened by the Board of Directors in accordance with law and presided over by the Chairman of the Board. Where the Chairman is unable to perform his duties due to special reasons, then the Vice Chairman, or other director designated by the Chairman, may preside over such meetings. Where the Chairman and Vice Chairman and any other candidates designated by the Chairman are unable to attend the meeting, then a shareholder voted by a majority of all shareholders attending the meeting may preside. Where such shareholder is unable to preside over the meeting due to any reason, then the meeting shall be presided over by the shareholder (or his proxy) who attends the meeting and holds the most voting rights. Article 56 When the Company plans to convene a shareholders' general meeting, then the Board of Directors shall notify all shareholders forty-five (45) days prior to the meeting. The shareholders who are going to attend the meeting shall give a written reply that they will attend to the Company twenty (20) days prior to the meeting. In calculating the forty-five (45) days' notice, the date of the issuance of notification shall not be included. Article 57 The Company shall calculate the number of shares with voting rights based upon the written reply received twenty (20) days prior to the shareholders' general meeting.

Where the number of voting rights shares held by shareholders who are going to attend the meeting reaches one-half (1/2) of the total of shares with voting rights of the Company, then the general meeting can be held. Otherwise, the Company shall inform the shareholders again, using the form of an announcement about the matters to be discussed in the meeting, of the date and location of a meeting to be held within five (5) days. The Company may convene such a shareholders' general meeting after such announcement has been made. Article 58 The notice for a shareholders' general meeting shall meet the following requirements: 1.

be in written form;

2.

specify the date, location and duration of the meeting;

3.

describe the matters to be considered at the meeting;

4. provide the materials and explanations necessary for shareholders to make sensible decisions regarding the matters to be discussed. Principally, these include (but are not limited to) the specific terms and contract (if there is one) for a proposed transaction, and a detailed explanation of its origin and sequence where the Company proposes a merger, repurchase of shares, restructuring of shares or other form of restructuring; 5. where any directors, supervisory personnel, the general manager and other superior managers have an important interest with regard to matters to be discussed, then the nature and extent of that interest shall be disclosed. Further, where the impact of the matters to be discussed by such directors, supervisory personnel, general manager and other superior managers who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated; 6. meeting;

contain the full text of any special resolution proposed to be passed at the

7. provide a clear description stating that all shareholders have the right to attend the shareholders' general meeting and to entrust a proxy, as necessary, who does not need to be a shareholder of the Company, to attend the meeting and also to put forward a resolution; 8.

the time set for delivery of the name and address of any proxies for voting;

9. the date set for final registration of shareholders who are eligible to attend the shareholders' general meeting; and 10.

the name and phone number of the contact person regarding the meeting.

Article 59 The notice of the shareholders' general meeting shall be delivered by a specific person or mailed, postage paid, to all shareholders (whether or not such shareholder has a voting right). The address of the receiving party shall be the address registered in the shareholders' register. The notice of a shareholders' general meeting shall be in the form of an announcement for shareholders who hold domestic shares. The announcement mentioned in the preceding paragraph shall be published in one or more newspaper appointed by the Securities Registration Authority/Administrative Department of the State Council prior to 45 to 50 days before the meeting. All shareholders who hold domestic shares shall be considered as having received that notice of shareholders' general meeting upon the publication of that announcement. Article 60 Where the meeting notice is not delivered to, or received by, a person who has the right to get a meeting notice because of an accidental mistake, the meeting and any resolution adopted at that meeting shall not be invalid due to that cause. Article 61 Shareholders may attend the shareholders' general meeting either themselves or may entrust a proxy to attend the meeting and make decisions for them. Shareholders shall entrust a proxy in a written form which shall be signed by the consigning party and by the party receiving the proxy. Where the party giving the proxy is a legal person, the proxy/power of attorney shall be affixed with its seal and signed by the person receiving the proxy. Article 62 Shareholders who attend the general meeting in person shall show their identification cards and evidence of their shareholding. Where they entrust another person to be their proxy and attend the meeting, then the proxy shall provide his identification card, the power of attorney for the proxy, and evidence of the shareholding. The legal representative or proxy entrusted by the legal representative of a shareholder which is a legal person may attend the meeting. Where a legal representative attends the meeting, then he shall present his identification card, effective evidence of his qualification as a legal representative and evidence of the shareholding. Where an entrusted proxy attends the meeting, then the proxy shall present his identification card, the power of attorney issued for him by the legal representative of a shareholder who is a legal person, and evidence of the shareholding.

Article 63 A power of attorney issued by a shareholder to entrust another person as proxy to attend a meeting shall contain the following: 1.

the name of the shareholder giving the proxy;

2.

the voting rights of that shareholder (if any);

3. the instruction to the proxy on every item to be discussed at the meeting, whether to approve, oppose or abstain; 4. if the shareholder has voting rights on a provisional proposal which will be listed in the general meeting agenda, what is the detailed instruction on how to use those voting rights; 5.

the date and validation of the power of attorney/proxy;

6. the signature of the party giving the proxy (or his seal). Where that party is a legal person shareholder, then that unit's seal shall be affixed to the proxy. The power of attorney/proxy shall note that if there is no specific indication from the shareholder, the proxy holder has the right to vote according to his will. Article 64 The power of attorney/proxy shall be delivered to the Company's office or other location specified in the meeting notice at least 24 hours before the date of the general meeting. Where the power of attorney/proxy is signed by another person entrusted to do so by the party giving the proxy, then the power of attorney/proxy or other vesting instrument shall be notarized. That notarized power of attorney/proxy and other vesting instruments, together with the power of attorney/proxy to vote shall be delivered to the office of the Company or other location specified in the meeting notice. Where the person granting the proxy is a legal person, then its legal representative or the person entrusted by the board of directors and other decision-making authority shall attend the shareholders' general meeting. Article 65 A signature book of attendees (of the meeting) shall be prepared by the Company. It shall contain such information as the name (or title) of the attendee, the number of his identification card, his address, the number of his shares, the name of the proxy (or title of unit), etc. Article 66

Where the supervisory board or shareholders of the Company require the convening of a special shareholders' general meeting, it shall be done in accordance with the following procedures: 1. the signing of one or several written requests in the same form and with the same content which propose that the board of directors convene a special shareholders' general meeting and stating the proposed purpose of that meeting. After receiving the above-mentioned written requests, the board of directors shall issue the notice to convene such special shareholders' general meeting. 2. where the board of directors does not issue such a notice convening the special shareholders' general meeting with thirty (30) days after receiving such written requests, then the supervisory board or shareholders who request the convening of such meeting shall, after the consent of the local Securities Administration Department, convene such a meeting voluntarily within three (3) months. Where the supervisory board or shareholders convene such meeting voluntarily, the Company shall provide necessary assistance to such supervisory board or shareholder, and shall bear the meeting expense. Article 67 After the issuance of the notice for convening the general meeting, then the board of directors shall not change the time of that general meeting (except based on other laws, regulations and requirements of government administration departments), except due to force majeure or other accidents. Article 68 Where the number of directors of the Company is less than the number set by the Company Law, or is less than two-thirds of the number required by these Articles of Association, or the amount of the losses of the Company that have not been made up reaches one-third of its total share capital, then the supervisory board or shareholders may convene the special general meeting in accordance with the procedures set in Article 66 if the board of directors does not convene the special meeting within the time period set. Section 3.

Agenda of Shareholders' General Meeting

Article 69 Where the Company convenes a shareholders' general meeting, then the shareholders who have 5% or more of the shares with voting rights have the right to propose new agenda items.

Article 70 The agenda for a shareholders' general meeting shall meet the following criteria: 1. the content of the agenda shall not violate laws, regulations and these Articles of Association, and shall be within the scope of business and the limit of rights for what may be considered at a general meeting; 2.

has specific proposals and detailed items for resolution; and

3.

is submitted or delivered to the board of directors in a written form.

Article 71 In examining the proposed agenda for the general meeting according to Article 70, the board of directors shall take the maximum benefit of the Company and of the shareholders as its action principle. Article 72 Where the board of directors decides not to list the proposed items into an agenda, then it shall explain and illustrate its reasons in a meeting. After that meeting, there shall be published the content of the proposals and the explanation of the board of directors, together with the shareholders' general meeting resolution. Article 73 Where the shareholders who made proposals do not agree with the decision of not listing their proposals/items in the agenda, then they can request the convening of a special shareholders' general meeting according to the procedures set forth in Article 66. Section 4.

Shareholders' General Meeting Resolutions

Article 74 Shareholders (including agents of shareholders) shall vote based on the number of their shares with voting rights. Each such share shall have one voting right. Article 75 Shareholders' general meeting resolutions are of two types: general/common resolutions and special resolutions. General resolutions made at the general meeting must be adopted by one-half of the shareholders (including agents) who attend the meeting.

Special resolutions made at the general meeting must be adopted by two-thirds of the shareholders (including agents) who attend the meeting. Article 76 The following matters shall be passed in a general meeting by general resolutions: 1.

the working reports of the board of directors and of the supervisory board;

2. the program for profit allocation and the program to make up losses that are proposed by the board of directors. 3. the appointment, dismissal, salary and method of payment of members of the board of directors and of the supervisory board; 4.

the annual budget and the program of final accounts;

5.

the annual report; and

6. other matters that are not matters to be passed by special resolution according to laws, regulations and these Articles of Association. Article 77 The following matters shall be passed in a general meeting by a special resolution: 1.

to increase or reduce the registered capital;

2.

to issue Company bonds;

3.

the merger, division, dissolution and liquidation of the Company;

4.

to amend the Articles of Association;

5.

to repurchase Company shares; and

6.

other matters that need to be passed by special resolution.

Article 78 The Company shall not sign a contract with a person other than the directors, general manager and other top managers to be responsible for all or part of the important business of the Company without the approval through a special resolution of the shareholders' general meeting.

Article 79 The list of candidates for directors and supervisors shall be discussed based upon a proposal/motion at the shareholders' general meeting. The resume and basic information regarding candidate directors and supervisors shall be provided to the shareholders by the board of directors. (NOTE- METHOD AND PROCEDURE OF NOMINATION SHOULD BE SET IN THESE ARTICLES) Article 80 The method of type of ballot to be used for such selection, whether open or secret, shall be adopted in the shareholders' general meeting. When voting, there is no need for a shareholder (including proxies) with two or more votes to vote both affirmative and negative at the same time. Where the number of yeas and nays is the same on a proposal, then the chairman of the meeting has the right to cast the deciding vote. Article 81 At the discussion of the vote of every item that is proposed, at least two representatives of the shareholders and one supervisor shall check the voting and declare the result of the voting on the resolution on the spot. Article 82 The chairman of the meeting shall determine whether a resolution has passed or not, and shall announce the result of the voting at the meeting. The results regarding that resolution shall be written down in the minutes of the meeting. Article 83 Where the chairman of the meeting suspends the meeting while a resolution is being discussed, then he may check the votes for that resolution. Where the chairman does not so check the votes, and the shareholders or their agents agree to suspend the meeting after determining the results of the voting on that resolution, then they have the right to check the voting results immediately after the announcement of suspension. Article 84 Where the shareholders' general meeting examines and discusses a related transaction, then a shareholder with an interest in that transaction shall not participate in the

voting and his voting rights shall not be calculated in determining the total number of effective voting rights on that measure. The announcement for the shareholders' general meeting shall disclose the condition of the vote of non-interested shareholders in a sufficient manner. Where an interested shareholder could not avoid voting due to a special situation, then the Company shall, after the approval of the relevant departments, carry out the vote according to normal procedure and make a detailed description of what occurred in the announcement of the results of the shareholders' general meeting. The shareholders at a shareholders' general meeting may adopt additional rules that cover special conflict of interest situations faced by specific shareholders. Article 85 The board of directors or supervisory board shall explain and reply regarding such matters at the request and suggestion of the shareholders, except with regard to business secrets which would not be open to discussion at the shareholders' general meeting. Article 86 The shareholders' general meeting shall have meeting minutes which shall contain the following: 1. the number of voting shares of those attending the general meeting, and their percentage of total voting shares; (OPTIONAL (IF RELEVANT)-If the Company has both domestic capital shares and foreign capital shares in a domestic stock market, then the proportion of each attending the meeting shall also be noted in the minutes); 2.

the date and location of the meeting;

3.

the name of the chairman, and the agenda of the meeting;

4.

the main points made by each person addressing the meeting;

5.

the results regarding each resolution;

6.

the requests or comments of shareholders; and the reply and explanation of the board of directors and the supervisory board;

7. other matters that need to be written in meeting minutes as regulated by the shareholders' general meeting and by these Articles of Association. Article 87 The minutes of the meeting shall be signed by the directors and the recording

secretary who attended the meeting. They shall be kept by the secretary of the board of directors for five (5) years. Article 88 Matters regarding the meeting, such as the number of attendees, the number of shares attending, the powers of attorney/proxies, the results of each resolution, the minutes of the meeting and the legitimacy of meeting procedures may be notarized.

CHAPTER 5. Section 1.

BOARD OF DIRECTORS

Qualifications of Directors

Article 89 Directors of the Company shall be natural persons. They need not be shareholders of the Company. Article 90 A person who is forbidden to engage in a stock exchange, as set by Articles 57 and 58 of the Company Law and identified by the China Securities Regulatory Commission shall not be a director of the Company. Article 91 Directors shall be elected by the shareholders and serve a term of three (3) years. A director may be re-elected to serve for consecutive terms. The shareholders' general meeting shall not dismiss a director without sufficient reason prior to the end of his term of office. The term of office of a director shall be calculated from the date of the resolution of his election at the shareholders' general meeting until the expiration of his term of office. Article 92 The validity of the behavior of a director of the Company with regard to a bona fide third person shall not be affected by any irregular behavior with regard to his employment, election or qualification. Article 93 Directors shall comply with the laws and Articles of Association of the Company, shall faithfully perform their duties and maintain the interests of the Company. Where their own interests are in contradiction with the interests of the shareholders, then their

action principle shall be the maximum benefit of the Company and the shareholders. Directors shall: 1.

exercise their duties within the limit of their rights;

2. not enter into contracts or conduct transactions with the Company, except as provided for in these Articles of Association or as approved by the shareholders' general meeting; 3.

take advantage of insider information to seek personal gains;

4. not operate on their own, or operate for others, the same category of business as the Company they are serving, or engage in activities which damage the interests of the Company; 5. not take advantage of their functions and powers to accept bribes or other unlawful income, no misappropriate the property of the Company; 6.

not misappropriate Company funds or lend Company funds to others;

7. not take advantage of their functions and powers to accept commercial opportunities which should belong to the Company; 8. not accept commissions relating to transactions of the Company without the approval of the shareholders' general meeting; 9. not deposit Company assets in their own personal accounts or in the personal accounts of other individuals; 10. not use Company assets as security for the personal debts of shareholders of the Company or of other individuals; 11. not disclose any Company secrets, except as provided for by law or approved by the shareholders' general meeting. However, a director may disclose such information to a court or other government department in the following cases: 1. 2. 3.

regulation of laws; as required for the common benefit; as required for the legitimate benefit of that director.

12. Other obligations for a director may be added by amendment of these Articles of Association to meet special situations. Article 94 Directors shall exercise their rights restrainedly and carefully to ensure:

1. that the commercial activities of the Company are in accordance with laws, administrative regulations and the requirements of various national economic policies and do not exceed the Company's scope of business as regulated by its business license; 2.

that all shareholders are treated equally;

3. that they read the various commercial and financial reports of listed companies carefully so as to find out the business and operations of the Company in a timely manner; 4. that they exercise the management and decision rights entrusted by the Company to him and not let them be handled by others; that they do not transfer the disposition of these rights to others without the permission of laws and administrative rules or as resolved at the shareholders' general meeting; and 5. that there are accepted the legitimate supervision and recommendations of the supervisory board. Article 95 A director of the company, based upon the requirement of faithfulness to his duties, shall not instigate any of the following persons or agencies (who shall be considered as related persons) to do any of the things above that a director is not permitted to do: 1.

his spouse or children;

2.

the director of a company or person acting for the persons in (1);

3. (2);

the director of a company or partner of any of the persons listed in (1) and

4. a company controlled by in actuality by the director individually, or a company controlled by such director together with any of the persons listed in (1), (2) and (3) above, or with other directors, supervisors, the General Manager or other top managers in matter of actual fact; and 5. the directors, supervisors, General Manager and other top managers of the company referred to in (4) above. Article 96 Any director shall not take action on behalf of the Company or of the board of directors in his personal name without being legitimately entitled to do so by these Articles of Association or by a resolution of the board of directors.

Article 97 Where another enterprise in which a director works has a relationship through an existing or planned contract, transaction or other arrangement with the Company, either directly or indirectly, then that director shall disclose the nature and extent of that relationship to the board of directors as soon as possible, whether or not a related matter shall have been approved by the board of directors under ordinary circumstances. Where a person related to a director of the Company has an interest in a certain contract, transaction and arrangement, then the concerned director himself shall be taken to take that interest. Article 98 Where a director informs the board of directors in writing to announce the interest stated in Article 97, and the contract, transaction or arrangement concerned was entered into by the company in which he has an interest prior to the initial consideration by the Company of the signing of such contract, transaction or arrangement, then the action of the director shall be taken as the disclosure stipulated in Article 97. Article 99 Where a director does not attend a board meeting twice in succession, and does not give a proxy to other directors to attend that meeting, then the board of directors shall suggest that the shareholders' general meeting dismiss that director. Article 100 A director may resign prior to the expiration of his term of office. The director shall submit a written resignation to the board of directors. Article 101 Where the resignation of a director leads to the number of members of the board of directors being less than the statutory minimum number required, then the resignation shall take effect only after a new director has been appointed to make up for the vacancy. Article 102 Where a director submits his resignation or his term of office expires, then his obligations to the Company and the shareholders shall, prior to the date of effectiveness of his written resignation or within a reasonable period after the expiration of his term of office, not naturally expire. His obligation for keeping commercial secrets of the Company shall stay in effect as long as the secret is not open information to the public. Article 103

A director whose term of office has not expired shall be responsible for the payment of compensation for liabilities due to damages resulting from his unauthorized leaving of his position. Article 104 The Company shall not pay taxes in any form for directors. Article 105 The regulations relating to directors in this section shall also be applicable to supervisors, general managers and other major/superior managers of the Company. Section 2.

Board of Directors

Article 106 The Company shall have a board of directors which shall be responsible to the shareholders' general meeting. Article 107 The Board of Directors of the Company shall consist of nine (9) directors, including a Chairman and one or two Vice Chairmen. Article 108 The Board of Directors of the Company shall exercise the following functions and powers: 1. to convene the shareholders' general meeting, and to report on its work to the shareholders' general meeting; 2.

to implement the regulations passed at the shareholders' general meeting;

3.

to decide on the business operations and investment plans of the Company;

4.

to formulate the financial budget and final accounts of the Company;

5. to formulate plans for the distribution of profits and the making up of the losses of the Company; 6. to formulate plans for the increasing or reducing of the registered capital of the Company and plans for the issuance of Company bonds or

other securities, and plans for its listing on a stock exchange; 7. to formulate plans for the purchase and repurchase of shares of the Company, and for the merger, division and dissolution of the Company; 8. to decide upon risk investments, the mortgaging of assets and other security matters within its scope of responsibilities as set by the shareholders' general meeting; 9.

to decide upon the internal management organization of the Company;

10. to engage or dismiss the general manager and secretary of the board of directors, and, upon the recommendation of the general manager, to engage or dismiss the deputy general manager and responsible persons in charge of the financial affairs of the Company, and to decide upon matters concerning their remuneration; 11.

to formulate the basic management system of the Company;

12.

to formulate the plan for amendment of the articles of association;

13.

to manage the disclosure of information;

14.

to submit to the shareholders' general meeting a recommendation regarding the engagement of or a change in the accounting firm;

15. to debrief and consider the working reports prepared by the general manager and to examine the work of the general manager; and 16.

other functions and powers as regulated by laws, administrative regulations and these Articles of Association, and as given to them by the shareholders' general meeting.

Where the Board of Directors makes a resolution regarding the above matters, that resolution shall be voted on and passed by at least fifty percent (50%) of the directors. As an exception, items (6), (7) and (12) shall be voted on and passed by at least two-thirds of the directors. The Board of Directors shall exercise any power not regulated by these Articles of Association which may be exercised by the shareholders' general meeting. The Board of Directors shall abide by the regulations in these Articles of Association and by the regulations developed on occasion by the shareholders' general meeting. However, regulations developed by the shareholders' general meeting shall not make behavior by the Board of Directors invalid which was proper before the passage of that regulation. Article 109

The Board of Directors shall explain the auditing report, which makes comments on the financial report of the Company, to the shareholders' general meeting. Article 110 The Board of Directors shall formulate the discussion of regulations for itself so as to ensure efficiency and scientific decision-making for the Board. Article 111 The Board of Directors shall determine the limits of the scope of risk investment using the Company's assets, and shall establish strict examination and decision-making procedures for such matters. A large investment program shall be evaluated and examined by relevant experts and professional staff and be approved by the shareholders' general meeting. The validity of transactions using the assets of the Company as set by the Board of Directors shall not be invalid due the violation of the preceding paragraph (with regard to innocent third parties.) Article 112 The Chairman and Vice Chairman positions shall be held by directors of the Company. They shall be elected and dismissed by the affirmative votes of at least one-half of all directors. Article 113 The Chairman of the Board of Directors shall exercise the following functions and powers: 1. to preside over the shareholders' general meeting, and to convene and preside over meetings of the Board of Directors; 2.

to examine the implementation of resolutions of the Board of Directors;

3.

to sign the Company's stock, its bonds and other valuable securities;

4. to sign important documents of the Board of Directors and other documents that need to be signed by a legal representative of the Company; 5. to exercise the functions and powers of the legal representative of the Company; 6.

to exercises special powers regarding the Company's business in

accordance with laws and regulations and to the Company's benefit when emergencies occur, and, in such cases, he shall report to the Board of Directors and to the shareholders' general meeting after the emergency is over; and 7. to exercise other functions and powers as authorized by the Board of Directors. Article 114 The Vice Chairman of the Company shall, upon designation by the Chairman, exercise the Chairman's powers and functions on behalf of the Chairman of the Board in cases where the Chairman is unable to perform his powers and functions. Article 115 Meetings of the Board of Directors shall be held at least twice a year. All of the members of the Board shall be notified of the meeting at least ten (10) days prior to the holding of the meeting. Article 116 The Chairman of the Board shall convene a special/interim board meeting within ten (10) working days in the following cases: 1.

the Chairman deems it necessary;

2.

it is proposed by one-third of the directors;

3.

it is proposed by the Supervisory Board; or

4.

it is proposed by the General Manager.

Article 117 The notice for convening a special board meeting shall be in writing and shall be made at least ten (10) days prior to the meeting. In cases (2), (3) and (4) mentioned in Article 116, a Vice Chairman or director may be appointed by the Chairman to convene the special board meeting on his behalf if the Chairman is unable to perform his duties. Where the Chairman neither performs his duties or appoints a specific person to exercise his duties on his behalf, then a director selected by the Vice Chairman or by one-half of the Board of Directors shall be responsible for convening the meeting. Article 118

The notice for convening a board meeting shall contain the following: 1. 2. 3. 4.

the date and location of the meeting; the duration of the meeting; the reason for the meeting and the proposals to be considered; the date of the notice of meeting.

Article 119 A meeting of the Board of Directors shall be convened only when more than one-half of all directors are present. Each director shall have one vote. Any resolution of the Board of Directors must be adopted by the affirmative votes of more than one-half of the directors. Where there is a tie vote, the vote of the Chairman shall be determining. Article 120 With the purpose of ensuring the full participation of directors, a special board meeting may be carried out by conference telephone call, by fax or by e-mail or other similar method. The resolutions adopted shall be signed by all directors present. Article 121 Meetings of the Board of Directors shall be attended by the directors in person. If a director is unable to attend a meeting of the board for a certain reason, then he may entrust another director with a proxy in writing to attend the meeting in his behalf. That power of attorney/proxy shall give the name of the agent/proxy, the matters on which he is authorized to vote, the limit of his rights and validation, and shall be signed or sealed by the person granting the proxy. Article 122 The method of voting in a board meeting shall be by open ballot, voice vote or by a show of hands. Each director shall have one vote. Article 123 Decisions on matters discussed at a meeting of the Board of Directors shall be minuted. The minutes of the meeting shall be signed by the directors present and by the secretary of meeting. A director has the right to write a description of his address to the meeting as part of the minutes of the meeting. The minutes of the meeting shall be kept in the Company's files by the secretary of the board of directors for a period of a minimum of five years.

Article 124 The minutes of a board meeting shall contain the following: 1.

the date, location and name of the person who convenes the meeting;

2. the names of the directors, and the names of other agents/proxies who are appointed by directors who attended; 3.

the meeting agenda;

4.

the main points of the addresses/speeches of directors;

5. the method of voting and the results of each resolution (the result of each resolution shall list the affirmative and negative votes and the abstentions). Article 125 Directors shall sign resolutions passed by board meetings and shall assume responsibility/liability for such resolutions. If a board resolution violates law, administrative rules and regulations or these Articles of Association of the Company, and thus causes serious losses to the Company, then the directors who participated in the adoption of such a resolution shall be liable for compensation to the Company. However, if a director is proved to have expressed his objection to such a resolution when it was put to a vote, and his objection was recorded in the minutes of that meeting, then he shall be exempted from such liability. (DIRECTOR LIABILITY INSURANCE???) Article 126 Independent directors shall be appointed based on the need of the Company. An independent directorship may not be held by the following persons: 1.

a shareholder of the Company or the staff of a legal person shareholder;

2. the internal staff of the Company (such as managers or employees of the Company); 3. persons who have interests with a relative or other person at the management level. Section 3. Article 127

Secretary of Board of Directors

The Board of Directors shall have one secretary of the Board of Directors. He shall be a superior manager and responsible to the Board of Directors. Article 128 The Secretary of the Board of Directors shall have the necessary professional knowledge and experience, and shall be appointed by the board of directors. Article 129 The key functions of Secretary of the Board of Directors are: 1. to prepare and submit reports and documents to be provided to the Board of Directors and shareholders' general meeting, according to the requirements set for relevant departments; 2. to mobilize board meetings and shareholders' general meetings, and to be in charge of the recording of and storage of minutes of meetings and documents; 3.

to be responsible for the timeliness, proper form, legality, truth and integrity of the disclosure of information of the Company;

4. to ensure that persons who have the right to obtain records and documents of the Company can obtain those materials in a timely manner; and 5. to be responsible for other duties set by these Articles of Association and by regulations of the stock exchange where the Company stock is listed. Article 130 Directors and other superior/top managers of the Company may concurrently hold the position of Secretary of the Board of Directors. Certified public accounts and lawyers hired by the Company shall not hold the position of Secretary of the Board of Directors concurrently. Article 131 The Secretary of the Board of Directors shall be recommended by the Chairman, and hired and dismissed by the Board of Directors. Where an action is taken separately by a director who is also secretary, then that person shall not be presented to have a dual status.

CHAPTER 6.

GENERAL MANAGER

Article 132 The Company shall have one General Manager, who is hired and dismissed by the Board of Directors. Directors of the Company may hold the position of General Manager, Deputy General Manager or other superior/top manager concurrently. However, the number of directors who hold the positions of General Manager, Deputy General Manager and other superior manager concurrently shall not exceed one-third of all directors of the Company. Article 133 A person, as mentioned in Articles 57 and 58 of the Company Law and identified by the China Securities Regulatory Commission, who is forbidden to participate in the securities market, shall not be the General Manager of the Company. Article 134 The General Manager shall have a term of office of three (3) years. He may serve consecutive terms, if re-elected at the end of his term of office. Article 135 The General Manager shall be responsible to the Board of Directors and shall exercise the following functions and powers: 1. to be in charge of the production, operation and management of the Company, and to organize the implementation of resolutions of the Board of Directors; 2. to organize the implementation of the annual business plan and the investment plans of the Company; 3. to draft plans for the establishment of the organization of the internal management of the Company; 4.

to draft the basic management system of the Company;

5.

to formulate specific rules and regulations of the Company;

6. to propose the appointment or dismissal of the Deputy General Manager and of the responsible person in charge of the financial affairs of the Company; 7.

to appoint or dismiss management personnel, except for those who shall be appointed or dismissed by the Board of Directors;

8.

to draft proposals regarding the salaries, benefits, bonuses and punishment for staff, and to decide upon the employment and dismissal of staff members;

9.

to propose the convening of special board meetings; and

10. to exercise other functions and powers authorized by these Articles of Association of the Company and by the board of directors. Article 136 The General Manager shall attend meetings of the Board of Directors as a non-voting participant. A General Manager who is not a director at the same time shall not have vote at a board meeting. Article 137 The General Manager shall report to the Board of Directors or Supervisory Board regarding the implementation of contracts and uses of funds and the situation regarding benefits/profits and losses, based on the requirements set by the Board of Directors or Supervisory Board. The General Manage shall ensure the truth of his reports. Article 138 Where the General Manager drafts proposals regarding issues related to the interests and rights of the staff, such as salaries, benefits, safety standards, labor protection, labor insurance and unemployment (or dismissal), etc., then he shall first ask for the comments of the labor unions and staff representatives at a general meeting. Article 139 The detailed working procedures for the General Manager shall be prepared by the General Manager and shall be implemented after their approval by the Board of Directors. Article 140 The detailed working procedures for the General Manager shall contain the following: 1. the conditions, procedures and attendees for meetings convened by the General Manager; 2. the specific duties and allocation of duties among the General Manager, Deputy General Manager and other major/important managers;

3. the limits of the right to use Company funds and assets, and for the signing of major contracts, and the system of reporting to the Board of Directors and the Supervisory Board; and 4.

other matters that the Board of Directors deems to be necessary.

Article 141 The General Manager shall abide by laws, administrative regulations and these Articles of Association, and shall faithfully perform his duties. Article 142 The General Manager may submit his resignation prior to the end of his term of office. The detailed procedure and method for doing so shall be stipulated in the contract signed between the General Manager and the Company.

CHAPTER 7. Section 1.

SUPERVISORY BOARD

Qualifications For Supervisors

Article 143 The position as a supervisor shall be held by representatives of the shareholders and by representatives of the staff and workers of the company. The number of supervisors who are representatives of the staff and workers shall be not less than one-third of the total number of supervisors. Article 144 Persons stipulated in Articles 57 and 58 of the Company Law and identified by the China Securities Regulatory Commission who are forbidden to engage in the stock market, shall not be supervisors of the company. Directors, the General Manager and other top managers may not serve concurrently as supervisors. Article 145 The term of office of the supervisors shall be three years. A supervisor who is representing the shareholders shall be elected or replaced by the shareholders' general meeting. A supervisory who is a staff member of the company shall be elected or replaced by the company's staff and workers. A supervisor may serve consecutive terms if re-elected upon the expiration of his term of office.

Article 146 Where a supervisor does not attend the board of directors' meeting twice in succession, then he can be dismissed by the shareholders' general meeting or staff representatives' general meeting which elected him. Article 147 A supervisor can submit his resignation prior to the expiration of his term of office. The rules regarding such resignations by directors and all other matters regarding directors, as set in Chapter 5 of these Articles of Association, shall also apply to supervisors. Article 148 Supervisors shall abide by laws, administrative rules and regulations and by the provisions of these Articles of Association. They shall faithfully perform their obligations. Section 2.

Supervisory Board

Article 149 The Company shall have a supervisory board composed of five members. The supervisory board shall elect a convener. Where the convener is unable to perform his functions, then he shall appoint another supervisor to perform those functions on his behalf. Article 150 The supervisory board shall exercise the following functions and powers: 1.

to examine the financial affairs of the Company;

2. to supervise the acts of the directors and of the General Manager and other top managers with regard to violations of laws, of administrative rules and regulations or of these Company Articles of Association during the performance of their functions; 3. to demand that directors or the General Manager or other top managers of the Company make corrections if any of their acts is found to have damaged the interests of the Company; 4. to propose the convening of an interim/special shareholders' general meeting; and 5.

to attend board meetings as non-voting participants.

Article 151 In performing its functions, the supervisory board may employ such professional agencies as law offices and accounting firms for assistance, if necessary. The reasonable expenses thus incurred shall be borne by the Company. Article 152 The supervisory board shall convene meetings not less than twice annually. All supervisors shall be notified in writing of such meetings at least ten days prior to the meeting. Article 153 The notice of a supervisory board meeting shall contain the following: 1.

date, location and duration of the meeting;

2.

the reason for the meeting and the proposals that will be considered at it;

3.

the date of the notice.

Section 3.

Supervisory Board Resolutions

Article 154 The matters to be discussed at a supervisory board meeting shall be approved by the vote of at least one-half of all supervisors. Article 155 Unless a secret ballot is demanded by one or more of the supervisors, the vote at supervisory board meetings shall be a show of hands. Each supervisor shall have one vote. Article 156 Decisions on matters discussed at a supervisory board meeting shall be minuted. The minutes of the meeting shall be signed by the supervisors present, and by the clerk of the meeting. Each supervisor has the right to have a written description of his speeches to the meeting in the minutes of the meeting. The minutes of a supervisory board meeting shall be kept by the secretary of the board of directors as company files.

CHAPTER 8. FINANCIAL AFFAIRS, ACCOUNTING AND AUDITING

Section 1.

Financial and Accounting System

Article 157 The Company shall establish a financial and accounting system in accordance with the law, administrative rules and regulations, and the stipulations of the department in charge of financial affairs under the State Council. Article 158 The Company shall prepare an interim financial report within sixty (60) days after the completion of the first six months of each fiscal year, and prepare an annual financial report within 120 days after the end of each fiscal year. Article 159 The annual financial report and the interim financial report for interim profit distribution shall contain the following: 1.

a balance sheet;

2.

a profit and loss statement;

3.

a profit distribution statement;

4. a statement on changes in the financial position of the Company (or cash flow statement); and 5.

an annex of financial statements.

Article 160 The interim financial report and the annual financial support shall be prepared in accordance with relevant laws and regulations. Article 161 The Company shall not have any other account books in addition to its statutory account books. No account may be opened in the name of any individual for deposit of the Company's assets. Article 162 The after-tax profits of the Company shall be distributed in the following sequence:

1.

make up losses of preceding years;

2.

allocate ten percent (10%) to the statutory common reserve fund;

3. allocate five percent (5%) to ten percent (10%) to the statutory common welfare fund; 4.

allocate to the discretionary common reserve fund; and

5.

pay profit to shareholders.

Where the accumulated amount of the statutory common reserve fund has exceeded fifty percent (50%) of the registered capital of the Company, then no further allocation may be made. After allocating to the statutory common reserve fund and to the statutory common welfare fund, the shareholders' general meeting shall decide whether to allocate to the discretionary common reserve fund. The Company shall not allocate profit to shareholders before making up losses and making allocations to the statutory common reserve fund and to the statutory common welfare fund. Article 163 If the Company converts its statutory common reserve fund into capital upon a resolution made by the shareholders' general meeting, then its shall issue new shares in proportion to the original shares held by the shareholders. However, when the statutory common reserve fund is converted into its capital, the remaining amount of that fund shall not be less than twenty five percent (25%) of the registered capital. Article 164 Where the shareholders' general meeting has passed a resolution establishing a profit distribution plan, then the board of directors shall issue the shares (or share bonus) concerned within two months after that meeting. Article 165 The Company may distribute a share bonus in the form of cash or of shares. (ADD PROVISIONS FROM IMPLEMENTATION PROVISIONS FOR FOREIGN CAPITAL SHARES LISTED IN DOMESTIC STOCK MARKET) Section 2.

Internal Auditing

Article 166 The Company shall implement an internal auditing system. It shall equip a special

auditor to carry out such internal auditing and supervision over the Company's financial income and expenditures and other economic activities. Article 167 The functions and powers of the Company's internal auditing system and of the auditor shall be approved for implementation by the Board of Directors. The person in charge of auditing shall be responsible to and report to the Board of Directors. Section 3.

Employment of an Accounting Firm

Article 168 The Company shall employ an accounting firm which is qualified with regard to securities business to carry out the audit of its financial statements, the verification of its net assets and other relevant consulting services for a one year period. Article 169 The shareholders' general meeting shall decide upon the employment of a specific accounting firm. Article 170 The accounting firm employed by the Company shall enjoy the following rights: 1. to review the Company's financial statements, records and books, and has the right to ask directors, the General Manager and other top/superior managers to provide relevant information and descriptions; 2. to require that the Company provide information and descriptions of its subsidiaries as is necessary for the performance of the accounting firm; and 3.

to attend the shareholders' general meeting, to get meeting notices or other relevant information, and to address the shareholders' general meeting on matters relating to its work. Article 171 Where the position of accounting firm is vacant, the Board of Directors shall authorize an accounting firm to take over the vacancy until the shareholders' general meeting. Article 172

The shareholders' general meeting shall decide upon the remuneration to be paid to the accounting firm. The remuneration paid to an accounting firm taking over a vacancy on a temporary basis shall be decided by the Board of Directors and be approved by the shareholders' general meeting. Article 173 The shareholders' general meeting shall make a recommendation regarding the dismissal or re-employment of the accounting firm, and disclose its decision in the relevant newspaper with a description of the reason for a change when necessary. This shall be reported to the China Securities Commission and the China Certified Public Accountants Association to be put on record. Article 174 When the Company decides to dismiss or re-employ its accounting firm, then it shall notify the accounting firm at least thirty (30) days prior to that dismissal. The accounting firm shall then have the right to address its comments on the matter at the shareholders' general meeting.

CHAPTER 9.

LABOR MANAGEMENT, LABOR UNION AND EMPLOYEE BENEFITS

Article 175 The Company shall develop systems for labor/personnel management, staff salaries, pensions and benefits and social insurance, according to the relevant laws, administrative rules and regulations of the People's Republic of China. These detailed rules shall be set in employee benefit manuals that shall be available for inspection by staff and workers. Article 176 A hiring system shall be adopted by the Company for staff at each management level and a contract system for other staff. The Company shall decide upon the distribution of staff and the procedures for the hiring and firing of staff, paying attention to relevant laws and administrative rules and regulations. Article 177 The Company, according to its benefit and within the scope regulated by relevant laws and regulations, shall decide upon salary and benefit levels for staff at various management levels. Article 178

The Company shall, according to laws and regulations issued by central and local provincial governments, arrange the health insurance, retirement insurance and unemployment insurance for its staff, and shall carry out laws, regulations and relevant rules regarding labor insurance and labor protection for retired and unemployed staff members. Article 179 The Company's staff and workers shall, in accordance with law, organize a labor union to carry out labor union activities and protect the lawful rights and interests of its staff and workers. The Company shall provide its labor union with the conditions necessary for carrying out its activities. The labor union fund shall be allocated by the Company according to relevant laws for the carrying out of labor union activities.

CHAPTER 10.

DISPUTE RESOLUTION

Article 180 Any dispute arising between the Company and any outside party based upon a contract or other matter shall first be settled by both Parties through consultation in a spirit of mutual trust. Should such consultation fail to settle the dispute within thirty (30) days of notification, then mediation may be conducted by a third party selected by the Parties. In the event that such mediation fails to resolve the dispute within thirty (30) days, the dispute shall be finally settled by arbitration. If the other Party agrees, it shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC), and the arbitration shall be conducted in accordance with the provisional rules of procedure of that Commission. Article 181 The arbitration award shall be considered final and binding on both Parties. The cost of the arbitration shall be borne by the losing Party or in accordance with the ruling of the arbitrators.

CHAPTER 11. Section 1.

NOTIFICATION AND ANNOUNCEMENT

Notification

Article 182 Notices of the Company shall be delivered in the following forms:

1. 2. 3. 4.

by special messenger; by mail; by announcement; and by other forms as set in these Articles of Association.

Article 183 Where a notice of the Company is delivered in the form of an announcement, then it shall be considered that all relevant persons have received notification as of the issuance of the announcement. Article 184 Notices of meeting for convening a shareholders' general meeting shall be in the form of announcement, as set forth below. Article 185 A meeting notice for the convening of a meeting of the Board of Directors shall be in the form of a written notice. Article 186 A meeting notice for the convening of a meeting of the Supervisory Board shall be in the form of a written notice. Article 187 For a meeting notice delivered by a special messenger, the person receiving it shall sign or affix his seal upon receipt of service and the date of his signature shall be the date of service. For a meeting notice delivered by mail, the date of the service shall be the seventh day from delivery to the post office. For a meeting notice delivered by announcement, the date of service shall be the first day of the publishing of the announcement. Article 188 Where the meeting notice is not delivered to, or received by, a person who has a right to get such a notice due to an accident, then the meeting and resolutions adopted at such a meeting shall not be considered invalid because of that cause. Section 2.

Announcement

Article 189 The China Securities Paper is appointed by the Company to be the newspaper

which publishes its announcements and other information that needs to be disclosed.

CHAPTER 12.

Section 1.

MERGER, DIVISION, DISSOLUTION AND LIQUIDATION

Merger or Division

Article 190 The Company may carry out a merger or division based upon law. The merger of the Company may take the form of either a merger by absorption or a merger by new establishment. Article 191 The merger or division shall be conducted according the following procedures: 1.

the board of directors shall propose a plan of merger or division;

2. the shareholders' general meeting shall adopt a resolution regarding such plan based upon relevant laws and regulations; 3.

each party shall sign the merger or division contract;

4. the relevant examination and approval procedures shall be carried out according to law; 5.

issues of equity and debt shall be decided; and

6.

the registration of the dissolution or change of status shall be done.

Article 192 Where a merger or division has occurred, then each party to the merger or division shall prepare a balance sheet and asset inventory. The Company shall notify creditors within ten (10) days after the adoption of the resolution of merger or division by the shareholders' general meeting. It shall publish an announcement regarding it in the China Securities Paper three times within thirty (30) days. Article 193 The creditors shall have the right to claim full repayment of their debts or receive provision of a corresponding guarantee from the Company within thirty (30) days from the date of receipt of the notice of merger or division. The merger or division shall only be

valid upon such payment of debts or provision of corresponding guarantee. Article 194 Where a merger or division has occurred, the board of directors shall carry out the necessary measures to protect the legitimate interests and rights of shareholders who disagree with the merger or division of the Company. Article 195 Debts prior to the division of the Company shall be assumed by the companies resulting from the division, in accordance with the agreement reached between them. The claims and debts of a party to a merger shall be succeeded to by the absorbing company or the newly established company when companies are merged. Article 196 Where the merger or division of the Company involves changes in registered items, such changes shall be registered according to law with the Company Registration Authority. Where the Company is dissolved, it shall apply for cancellation of its registration in accordance with law. Where a new company is incorporated, the registration of the incorporation of the company shall be carried out according to law. Section 2.

Dissolution and Liquidation

Article 197 The Company shall be dissolved and liquidated according to law in each of the following cases: 1.

expiration of its period for doing business;

2. the adoption of a resolution of dissolution by the shareholders' general meeting; 3.

dissolution due to merger or division;

4.

bankruptcy; and

5. when it is closed down according to law due to its violation of law or administrative rules and regulations. Article 198

Where the Company is dissolved in accordance with the provisions of items (1) or (2) of preceding Article 195, then a liquidation committee shall be formed within fifteen (15) days thereafter. The members of the liquidation committee shall be elected by a common resolution at the shareholders' general meeting. Where the Company is dissolved in accordance with the provisions of item (3) of preceding Article 195, ;then a liquidation committee shall be formed according to the contract entered into by each party to the merger or division. Where the Company is dissolved in accordance with the provisions of item (4) of preceding Article 195, then a liquidation committee shall be formed by the shareholders, relevant departments and professional staff organized by the People's Court concerned, according to law. Where the Company is dissolved in accordance with the provisions of item (5) of preceding Article 195, then a liquidation committee shall be formed by shareholders, relevant departments and professional staff organized by the relevant administrative departments. Article 199 The functions and powers of the Board of Directors and the General Manager shall be terminated after the establishment of a liquidation committee. During the liquidation, the Company shall not engage in any new operations. Article 200 During liquidation, a liquidation committee shall exercise the following functions and powers: 1.

to notify creditors by notice or announcement;

2.

to check up on the Company's assets, and to separately formulate a balance sheet and a detailed inventory of assets;

3.

to dispose of unfinished business;

4.

to pay taxes owed by the Company;

5.

to clear up claims and debts;

6. to dispose of the Company's remaining property, after paying off all Company debts; and 7.

to participate in civil lawsuits on behalf of the Company.

Article 201 The liquidation committee shall inform the creditors of the Company of its establishment within ten (10) days following the date of its establishment. It shall make at least three announcements in a newspaper appointed by the China Securities Regulatory Commission within sixty (60) days following that date. Article 202 A creditor shall declare his claims to the liquidation committee within thirty (30) days from the date of receipt of the notice or within ninety (90) days from the date of the first public announcement if such notice was not received. Where declaring his claims, a creditor shall specify the relevant items of the claim and provide supporting material. The liquidation committee shall register the claims. Article 203 After the liquidation committee has checked up on the Company's assets, and formulated the balance sheet and a detailed inventory of assets, it shall formulate a liquidation plan and submit such plan to the shareholders' meeting for confirmation. Article 204 The Company's assets shall be paid off according to the following sequence: 1.

to pay the expenses of liquidation;

2.

to pay salaries and labor insurance of staff and workers;

3.

to pay unpaid taxes;

4.

to pay off the Company's debts; and

5.

to allocate the assets according to the proportion of shareholding.

Article 205 If the Company is liquidated due to its dissolution, and the liquidation committee, having checked up on the Company's assets and formulated the balance sheet and a detailed inventory of assets, discovers that there are insufficient assets in the Company to pay off its debts, then the committee shall apply to the People's Court concerned for a declaration that the Company is bankrupt. Following that declaration, the liquidation committee shall turn the liquidation matters over to that court. Article 206

After the completion of the liquidation, the liquidation committee shall formulate a liquidation report and submit that report to the shareholders' general meeting for confirmation and submit it to the Company Registration Authority in order to cancel the registration of the Company. It shall then publicly announce the termination of the Company. Article 207 Members of the liquidation committee shall be devoted to their duties and perform their liquidation obligations in accordance with the law. Also, they shall not accept bribes or other illegal income, or misappropriate the property of the Company by taking advantage of their position and power.

CHAPTER 13.

AMENDMENT OF ARTICLES OF ASSOCIATION

Article 208 The Company shall amend/modify these Articles of Association by one of the following means: 1. the Articles of Association violate the Company Law or relevant laws and administrative regulations; 2.

a change in the Company is inconsistent with the provisions of the Articles of Association; and

3.

the shareholders' general meeting decides to modify the Articles of Association.

Article 209 Where items of change of the Articles of Association shall be approved by the department in charge of the Company, then it shall be reported to and approved by the original department in charge of the Company. (KEEP???) Where such change concerns the registration of the Company, then the Company shall conduct the registration of change according to law. Article 210 The Board of Directors shall amend the Articles of Association according to a resolution of amending of Articles of Association adopted at the shareholders' general meeting. Article 211

Where the matters which are subject to change are information that needs to be disclosed to the public according to laws and regulations, then they shall be announced according to relevant regulations.

CHAPTER 14.

SUPPLEMENTARY PROVISIONS

Article 212 The Board of Directors may formulate detailed regulations under provisions of these Articles of Association, as long as they do not violate such provisions. Article 213 These Articles of Association are written in Chinese. The latest Chinese version of these Articles of Association as registered at the State Administration for Industry and Commerce shall be prevailing. Article 214 The interpretation of these Articles of Association shall be the responsibility of the Board of Directors.