Translation Squire,Sanders&Dempsey L.L.P. (2) it has complete system for business operation and is capable of maintaining constant operation; (3) it possesses a healthy and complete company operation structure and internal management system; (4) no record shows any commitment of any material violation of law by such company and its shareholders within the recent three(3)years. Article 42 Where a Domestic Company sets any Specially-Purposed Company overseas,it shall apply to MOFCOM for examination and approval.When handling procedures for examination and approval,the Domestic Company shall submit to MOFCOM documents as required below in addition to those provided under the Provisions on Examination and Approval of Making Investment and Establishing Overseas Enterprise: (① the identification certificate of the ultimate controlling person of the proposed Specially-Purposed Company; (i） the business plan of such Specially-Purposed Company for overseas listing; (iii) the evaluation report provided by the Acquisition Consultant regarding the issuing price of the Specially-Purposed Company's stocks to be listed overseas. After obtaining the Overseas Investment COA,the founder or controlling person shall apply to the local forex control authority for overseas investment forex registration. Article 43 The total value of stock issuing price for overseas listing of the Specially-Purposed Company shall not be lower than the equity value of the acquired Domestic Company as appraised by the relevant Chinese assets evaluation organ. Article 44 For purpose of acquisition of a Domestic Company by its Specially- Purposed Company through payment of equity interests,the Domestic Company must submit to MOFCOM documents as required below in addition to those required under Article 32 hereof: ) the relevant Approval Certificate and documents for making overseas investment and establishing overseas enterprise when such Specially-Purposed Company was set up; ( the overseas investment forex registration form of the Specially-Purposed Company; (iii) the identification certificate of the ultimate controlling person or the incorporation certificate and articles of association of the Specially-Purposed Company; (iv) the business plan of the Specially-Purposed Company for overseas listing; 15