TrunslutionSquire,Sanders Dempsey L.L.P. invest in and establish a FIE to operate such assets(hereinafter referred to as the “Asset Acquisition'". Article 3 When a foreign investor acquires a domestic enterprise,it shall abide by Chinese laws,administrative regulations and rules and regulations and adhere to the principles of fairness,reasonableness,compensation of equal value and good faith.It shall not cause over-concentration to eliminate or restrict competition,disturb the socio-economic order,damage the public interest or the loss of state-owned asset. Article 4 A foreign investor intending to acquire a domestic enterprise shall satisfy the requirements of Chinese laws,administrative regulations and rules and regulations concerning investor qualifications and industrial,land and environmental protection policies. An acquisition shall not result in a foreign investor owning all of the equity interests of an enterprise in an industry in which,pursuant to the Foreign Investment Industrial Guidance Catalogue,a foreign investor is not permitted to operate by way of a wholly foreign-owned enterprise.After the acquisition of an enterprise in an industry in which the Chinese party is required to have a controlling interest or a relative controlling interest,the Chinese party shall continue to have a controlling interests or relative controlling interests in the enterprise.A foreign investor may not acquire an enterprise engaged in an industry which operation by foreign investors is prohibited. The original business scope of the domestic enterprise being acquired shall comply with the requirements for the foreign investment industrial policy;if such requirements cannot be met,adjustment thereto shall be made. Article 5 If a domestic enterprise being acquired by a foreign investor involves the transfer of its state-owned assets and administration of state-owned equity of a listed company,such acquisition shall comply with relevant regulations governing state-owned assets. Article 6 When a foreign investor acquires a domestic enterprise and establishes a FIE,it shall obtain the approval of the examination and approval authority in accordance herewith and carry out the procedures for amendment of registration or establishment registration with the registration administration authority. If the enterprise being acquired is a domestic listed company,it shall also carry out relevant procedures with the securities regulatory authority of the State Council pursuant to the Measures Governing Strategic Investment Made by Foreign Investors in Listed Companies. Article 7 The parties involving in the enterprise being acquired by a foreign investor shall pay taxes in accordance with tax regulations of China and accept supervision of tax authorities. Article 8 The parties involving in the enterprise being acquired by a foreign investor shall handle procedures with the relevant authority in charge of administration of foreign exchange ("forex")for forex approval,registration,filing 2