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Introduction

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 …, 2008. The Charter is composed of 21 chapters and 50 articles as follows:

I. Definitions and terminology in the charter:

Article 1: Definitions

1. Terminology is defined as follows, unless the provisions or contexts of the Charter define the terms differently:

a. "Board" refers to the Board of Directors of the Company.

b. "Area of Business" refers to the territory of Vietnam and foreign countries.

c. "Chartered Capital" refers to the capital contributed by all Shareholders as defined in Article 5 of this Charter.

d. "Enterprise Law" refers to the Enterprise Law year 2005

e. "Date of Establishment" refers to the date when the Company was granted a Business Registration Certificate.

f. "Law" refers to all laws, ordinances, decrees, regulations, circulars, decisions and all legal documents issued by the Offices of the State of Vietnam at given time.

g. "Managers" refers to the Managing Director, Deputy Managing Director, Chief Accountant, and other key management titles appointed by the Board of Directors as Managers of the Company.

h. "Concerned Persons" refers to any individual or organization defined in Article 4 (17) of the Enterprise Law.

i. “Shareholders" refers to all individuals or legal entities listed in the Company’s Shareholder Register with status as share owners.

j. "Term" refers to the initial term of the Company as stipulated in Article 2 of this Charter, and all extensions to this initial term which are passed by a resolution of the Shareholders Meeting and approved by the Board of Directors.

k. "Vietnam" refers to the Socialist Republic of Vietnam

m. "SGX" refers to Singapore Exchange

2. In this Charter, any article or document used for reference will include all subsequent changes or replacement documents.

3. Headings are used for convenience only and do not affect the structure of this Charter.
4. Words or terminology defined in the Enterprise Law (if they do not contradict the subject or context) will have the same definitions in this Charter.