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Translation Squire,Sanders Dempsey L.LP. for change of equity interests,amended articles of association,equity transfer agreement. Article 47 Within thirty (30)days from the day on which the Specially-Purposed Company or its affiliated overseas company finishes the overseas listing,the Domestic Company shall report to MOFCOM regarding the overseas listing and relevant financing revenue returning plan and apply for issuance of a non-remarked FIE Approval Certificate.Simultaneously,within thirty (30)days from the day on which the overseas listings is finished,the Domestic Company shall report to the relevant securities supervisory authority under the State Council regarding the overseas listing and provide relevant documents for recordal.In addition,the Domestic Company shall submit to the forex control authority relevant financing revenue retuming plan for implementation under supervision by the forex authority. Within thirty (30)days after its receipt of the Non-remarked COA,the Domestic Company shall apply to the relevant authorities in charge of registration and forex administration for issuance of a non-remarked FIE Business License("Non-remarked BL")and a non-remarked FIE Forex Certificate ("Non-remarked Forex Certificate"). If the Domestic Company fails to report to MOFCOM within the time limit set forth above,its Remarked COA shall automatically become null and void and its equity structure shall be restored to such status as it was before the Equity Acquisition.The Domestic Company shall then handle formalities for change of the relevant registration in accordance with the provisions of Article 36 hereof. Article 48 The overseas listing revenue of a Specially-Purposed Company shall be arranged for returning for use within China in accordance with revenue returning plan submitted to the forex authority and the relevant provisions on forex administration current applicable.Such financing revenue can be returned through ways set forth below: (1) by providing business loan to the Domestic Company; (2) by establishing new foreign investment enterprise inside China; (3) by acquisition of the Domestic Company. Returning any overseas financing revenue of a Specially-Purposed Company set forth above shall be in conformity with the Chinese laws and regulations with regard to administration of foreign investment and foreign debts.If returning of such revenue results in an increase in the equity interests of the Specially-Purposed Company held by the Domestic Company or natural person,or an increase in the net assets of the Specially-Purposed Company,the parties concerned shall give true statement of such facts for examination and approval and further handle formalities for forex registration and change of registration regarding overseas investment after completion of examination and approval. The profits,dividends and forex income obtained by capital variation,which are received by the Domestic Company and natural person(s)from its Specially-Purposed Company shall be returmned back to China within six(6)months from the day on which they are received.Profits and dividends can be deposited under a current 17
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