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Draft Charter Tan Tao Investment & Industry Corporation

Draft Charter Tan Tao Investment & Industry Corporation

This Charter of the TANTAO INVESTMENT & INDUSTRY CORPORATION (hereinafter called “the Company”) is the legal basis for all operations of the Company, a joint-stock company established and operating in accordance with the Enterprise Law. The Charter and regulations of the Company, and resolutions of Shareholders and the Board of Directors, if they are ratified in a valid manner in accordance with relevant laws, will be the legally binding rules and regulations for the Company to carry out business activities.

The Company’s Shareholders ratified this Charter at the Shareholders Meeting on July 18, 2006 and amended by the 2nd Shareholders’ Meeting on 02/05/2008. The Charter is composed of 22 chapters and 50 articles as follows:

I. DEFINITIONS AND TERMINOLOGY IN THE CHARTER

II. NAME, FORM, HEADQUARTERS, LEGAL REPRESENTATIVE, BRANCHES, REPRESENTATIVE OFFICES AND OPERATING TERM OF THE COMPANY

III. OBJECTIVES, BUSINESS SCOPE AND OPERATIONS OF THE COMPANY

Article 4: Business scope and operations

IV. CHARTERED CAPITAL, SHARES AND FOUNDING SHAREHOLDERS

V. ORGANIZATION, MANAGEMENT AND CONTROL

VI. SHAREHOLDERS AND SHAREHOLDERS MEETING

VII. BOARD OF DIRECTORS

VIII. MANAGING DIRECTOR, OTHER MANAGERS, AND COMPANY SECRETARY

IX. AUTHORIZED TASKS OF MEMBERS OF THE BOARD OF DIRECTORS, MANAGING DIRECTOR AND MANAGERS

X. SUPERVISORY BOARD

XI. INTERNAL AUDIT BOARD

XII. AUTHORITY TO INVESTIGATE THE COMPANY’S BOOKS AND RECORDS

XIII. EMPLOYEES AND UNIONS

XIV. PROFIT SHARING

XV. BANK ACCOUNTS, FUND ESTABLISHMENT, FISCAL YEAR, AND ACCOUNTING SYSTEM

XVI. ANNUAL REPORTS, RESPONSIBILITY TO PROVIDE REPORTS, PUBLIC ANNOUNCEMENTS

XVII. COMPANY AUDITING

XVIII. SEAL

XIX. TERMINATION OF OPERATIONS AND LIQUDATION

XX. SETTLEMENT OF INTERNAL DISPUTES

XXI. CHARTER AMENDMENT

XXII. EFFECTIVE DATE

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