TrunslutionSquire,Sanders Dempsey L.L.P If the Domestic Company fails to handle procedure for such change of registration in accordance with the provisions set forth above,it shall be handled by the relevant registration authority according to the provisions of Administrative Regulations on Registration of Companies. Article 37 Before obtaining the Non-remarked COA and the Non-remarked Forex Certificate,the Domestic Company shall not distribute any profit to shareholders, provide any guarantee to its affiliates,or pay any amount incurred from equity transfer,reduction of funds,liquidation and any other accounts of capital-related items. Article 38 With the Non-remarked COA and Non-remarked BL issued by MOFCOM and the relevant registration authority,the Domestic Company or its shareholders shall handle formalities for change of tax registration with the relevant tax authority Section 3 Special Provisions on Specially-Purposed Companies Article 39 A Specially-Purposed Company refers to any overseas company controlled,directly or indirectly,by a Domestic Company or Chinese natural person inside China in order for overseas listing of its/his share interests actually owned in such Domestic Company Provisions of this Section shall be applicable to acquisitions of any equity interests held by shareholders of Domestic Companies or additional stocks issued by Domestic Companies through payment of equity interests by shareholders of Specially- Purposed Companies or additional stocks issued by such Specially-Purposed Companies for purpose of overseas listing. An overseas company holding any equity shares of a Specially-Purposed Company and is targeted by the relevant parties concerned as the main body through which overseas listing will be made must meet the requirements on Specially-Purposed Companies provided in this Section. Article 40 Transactions for purpose of overseas listing of Specially-Purposed Companies shall be subject to approval by the relevant securities supervisory and administration authorises under the State Council. The county or region where overseas listing of a Specially-Purposed Company is proposed shall have complete legal and supervisory systems,the local securities supervisory and administration authorises therein shall have entered into memorandum of understanding on cooperation with the Chinese securities supervisory and administration authorises under the State Council,with effective cooperative relationship remaining between them. Article 41 A Domestic Company providing its share interests for overseas listing shall meet the requirements as follows: (1) the title to it property rights is clear without question and there is no dispute, existing or threatened,regarding its property rights; 14