Translation Squire,Sanders Dempsey L.L.P. Chapter IV Acquisition of Domestic Company by Foreign Investor through Payment of Equity Interests Section 1 Conditions of Equity Acquisition Article 27 For purpose of this Chapter IV,the phrase "acquisition of domestic company by foreign investor through payment of equity interests"shall mean acquisition of any equity interests held by shareholders of a Domestic Company or additional stocks issued by such Domestic Company,which acquisition shall be made through payment of equity interests held by shareholders of an overseas company or additional stocks issued by such overseas company. Article 28 Any overseas company referred to in this Chapter IV shall be in compliance with all the requirements on its lawful establishment,and the place where it is registered must have a complete corporate legal system,and no punishment has ever been imposed by the relevant supervisory authority upon such overseas company or its management personnel for the recent three(3)years.Except for any Specially- Purposed Company set forth in Section 3 of this Chapter IV,an overseas company referred to herein shall be a listed company and the place where it is listed shall have established a complete and mature system of securities exchange. Article 29 The equity interests contributed by an overseas company as payment by a foreign investor for its acquisition of a Domestic Company shall conform to the following: ) that they are lawfully held and transferable by shareholders in accordance with law; (i) that they are subject to no dispute of ownership or any lien or otherwise encumbrances; (i） that the equity shares of the overseas company were lawfully listed for public trade on the overseas securities exchange market (not including any sale- counter trade market); (iv) that the trading price of the overseas company's equity shares for the recent one (1)year has been stable. Sub-clauses (iii)and (iv)above shall not be applicable to Specially-Purposed companies provided in Section 3 of this Chapter IV. Article 30 For purpose of acquisition of any Domestic Company by a foreign investor through payment of equity interests,the Domestic Company or its shareholders shall hire an agency registered in China as its consultant (hereinafter referred to as "Acquisition Consultant").The Acquisition Consultant shall be responsible for conducting due diligence investigations with regard to the truthfulness of the application documents and the overseas company's financial status required for purpose of such acquisition,as well as whether or not such acquisition is in conformity with the provisions of Articles 14,28 and 29 hereof,and shall issue an