Article Fifteen

Transfer of part or whole of the stock rights of the joint venture shall be approved by the board of directors and submitted to the original examination and approval authorities for approval. The registration procedures for changes shall be dealt with at the original registration and administration office.

Article Sixteen

No parties shall be allowed to guaranty, mortgage or set other security interests to all or part of their subscribed stock without permission of the board of directors and approval of the relevant examination and approval authorities.

Article Seventeen

Any transferee of the stock rights of the joint venture shall resume the prospectus documents (including but not limited to the articles of association and the contract hereof) of the transferor and rights and obligations agreed upon between the transferor and the joint venture or other shareholders.

Article Eighteen

The term of the joint venture is thirty years calculated from the date of the issuance of the business license. Where one party proposes, the business term of the joint venture can be shortened or extended with unanimous permission from the board of directors and approval from the examination and approval authorities.

Chapter Ten Distribution of Profits

Article Nineteen

Principles of profit distribution are defined as follows:

1 Profits of the joint venture shall not be distributed before paying the taxes and drawing out the necessary fund in accordance with relevant laws and regulations.

2 If the joint venture had gone in red in previous year(s), this year’s profit shall be used to pay off the debt. Profits of the joint venture shall not be distributed before the full recovery of the debt.

3 The distributable profits left behind after the implementation of the above item i) and item ii) may be divided among all parties in proportion to their respective capital contributions upon the decision made by the board of directors in accordance with the provisions of this contract.

4 Where the board of directors of the joint venture has approved the distribution of profits upon decision, the joint venture shall notify each party of the exact amount of profits within one month from the date of the decision made by the board of directors and shall remit the money into the bank accounts designated by each party.

Chapter Eleven Service Object and Customers

Article Twenty

The service object of the joint venture is mainly targeted at customers in China mainland while at the same time paying attention to HKSAR, MCSAR and other areas in Asian-pacific region.

Chapter Twelve Board of Directors

Article twenty-one

The joint venture shall set up the board of directors, which is the highest authority in the joint venture. The date of the establishment of the board of directors is the date of the issuance of the