Laws of the People's Republic of China

   Article 1 Purpose and Basis

With a view to promoting the development of socialist market economy, normalizing the activities of brokers, and protecting the legitimate rights of the parties concerned, these Procedures are formulated in accordance with the relevant provisions of laws, rules and regulations, and by incorporating the actual situation of this Municipality.

   Article 2 Definition

The broker, referred to in these Procedures, is an individual person or organization that earns commission by rendering brokerage services, as requested by the principal, of providing information, opportunity, terms of concluding a contract, or act as an intermediary to conclude a contract for the principal with the counterpart.

The broker, who acts as agent at the request of the principal, or with the authorization of principal, shall exercise rights and assume duties pursuant to the relevant provisions of laws, rules and regulations.

   Article 3 Criterion of Intermediary Activities

The broker who undertakes brokerage activities shall follow the principle of voluntary participation, fair, equal in value and compensated, and good faith.

   Article 4 Scope of Brokerage Service

The brokers can undertake the intermediary activities in all sorts of commodity, technological trade, and other commercial sectors.

Where laws, rules and regulations provide otherwise on the intermediary activities of the brokers, the provisions of such laws, rules and regulations shall prevail.

   Article 5 Supervision Organization

The industrial and commercial, financial and tax, price control, audit and other relevant administrative departments of this municipality shall assume the responsibilities in supervising and controlling the intermediary activities of brokers.

   Article 6 Registration

The individual person and organization shall apply with industrial and commercial administrative department and undertake the intermediary services after registration is made and business license is granted.

   Article 7 Requirements for Individual Applicants

The individual person who applies for undertaking intermediary activities shall meet the following requirements:

1. Reaching the age of 18 and is entirely capable of civil action;

2. Having not been prosecuted for any criminal liability in recent 3 years; and

3. Possessing specified amount of fund or property as a security.

   Article 8 Materials to be Submitted by Individual Applicants

The individual person who applies for undertaking intermediary activities shall submit the following documents to the industrial and commercial administrative department:

1. Household register and identification papers;

2. Notarial certificate showing that the individual person has not been prosecuted in the recent 3 years;

3. Certificate evidencing the surety with fund or property; and

4. Other necessary certificates or materials.

The individual person who applies for undertaking intermediary activities in special industries stipulated by laws, rules and regulations shall present appropriate qualification documents or certificates.

   Article 9 Partnership Brokerage Organization

The broker organization may be set up in the form of partnership.

The liabilities of a partnership broker organization shall be assumed by each partner according to their capital contribution ratio or terms and conditions in partnership agreement with their own property for satisfaction of debts. The partners shall assume unlimited joint liability of the partnership organization.

   Article 10 Requirements for Broker Organization as a Legal Person

The broker organization that meets the following requirements can become the corporate legal person of limited liabilities:

1. Having registered capital of more than RMB 100,000;

2. Having a certain number of professionals with appropriate qualifications; and

3. Meeting other necessary requirements specified by the laws, rules and regulations.

The broker organization of limited liability shall assume its liabilities with all its assets.

   Article 11 Documents to be Submitted for Establishing Broker Organization

Those who apply to establish broker organization shall submit the following written materials to the industry and commerce administrative departments:

1. Application;

2. Name and address of broker organization;

3. Articles of association or partnership agreement;

4. The name(s), resume(s) and other relevant certificates of the chief responsible person or partners of the broker organization; and

5. Capital verification certificate.

To apply for the establishment of a brokerage organization that is required by the laws, rules and regulations to be examined and approved by other relevant departments, the broker organization shall submit relevant approval documents along with the application.

CHAPTER III NORMS OF INTERMEDIARY ACTIVITIES

   Article 12 Intermediary Service Contract

When the broker accepts business, an intermediary service contract between the broker and the principal shall be signed and the services shall be rendered according to the intermediary service contract.

   Article 13 Contents of Intermediary Service Contract

The intermediary service contract between the broker and the principal shall include the following:

1. Intermediary service items;

2. Requirements or standards in rendering intermediary services;

3. Amount of commission, mode of payment and payment terms;

4. Time limit of performance;

5. Default liabilities and ways in resolving the dispute; and

6. Other important items agreed upon by the parties to the contract.

   Article 14 Forbidden Acts

The broker shall provide intermediary services based on the facts known to him/her, and shall not do the following acts:

1. Providing intermediary services when the broker knows that the principle is not capable of performing the contract;

2. Offering false information or illusory situations to the detriment of the principle;

3. Maliciously conspiring with others against the principal's interest; or

4. Other activities in violation of the principle of good faith.

   Article 15 Conditions Required for Earning Commission

If the intermediary service contract concluded between the broker and the principal specifies the contents of the intermediary services to be the providing information, opportunity and conditions for concluding a contract, the broker may demand the principal for commission after performing the intermediary service contract.

If the intermediary service contract concluded between the broker and the principal specifies the contents of the intermediary services of concluding a contract with a counterpart by acting for the principal, the broker shall not demand the principal for payment of commission before the conclusion of the contract between the principal and the counterpart.

   Article 16 Expenses Involved in Intermediary Activities

If the broker and the principal have not agreed upon the expenses involved in the intermediary activity beforehand, the broker shall not ask the principal to bear the expenses involved in the intermediary activities.

   Article 17 Situations of Nonrefundable Commission

After the conclusion of contract between the principal and the counterpart through the broker as an intermediary for the contract, the broker needs not refund the commission in any one of the following situations:

1. During the process of intermediary service, the broker discovers that the principal or the counterpart is unable to perform the contract, and persuades the party concerned not to enter into a contract, nevertheless the party concerned does not accept the advice; or

2. The broker provides intermediary service according to facts, but the party to the contract breaches the contract after the principal and the counterpart conclude the contract.

   Article 18 Situation Where No Commission and Intermediary Activity Fee Is Obtainable

The broker shall not demand the principal for payment of commission nor bear the expenses for intermediary activities, if the broker's intermediary activities run counter to his/her obligations and infringe upon the principal's interest.

   Article 19 Situation Where No Obligation Exist to Make or Accept Payments

The broker shall not have the obligation to make or accept payments under the contracts concluded between the principal and the counterpart where the broker acted as the intermediary for the conclusion of the contract.

   Article 20 Undisclosed Agency

The broker has the obligation of not disclosing the name of the principal to the counterpart should he/she be required to undertake undisclosed intermediary activities by the principal and has agreed to do so.

In the foregoing case, the broker shall, before the principal concludes the contract with the counterpart, stipulate in his/her intermediary contract with the principal that the principal shall assume full responsibility for the broker's acts done in accordance with the intermediary service contract.

An individual broker and a partnership broker organization shall not conduct undisclosed intermediary activities.

   Article 21 Broker's Breach of Contract

The following acts of the broker shall be regarded as acts of breach of contract:

1. Undertaking intermediary activities beyond the scope agreed upon in the intermediary service contract and without subsequent affirmation;

2. Undertaking intermediary activities beyond the validity period of the intermediary service contract and not subsequently affirmed by the principal; or

3. Acts in violation of any other terms and conditions agreed upon in the intermediary service contract.

   Article 22 Principal's Breach of Contract

The following acts of the principal shall be regarded as acts of breach of contract:

1. Failure to pay commission or intermediary service expenses as per the intermediary service contract when the broker starts to perform the contract;

2. Interfering with the intermediary activities or delay in entering into a contract with the counterpart without any justified reason when the principal has agreed to conclude a contract with the counterpart after intermediary activities;

3. Unauthorized alteration of the terms and conditions of the intermediary service contract without the broker's consent; or

4. Acts in violation of other terms and conditions in the intermediary service contract.

   Article 23 Civil Liability

Any act in violation of Articles 14, 20, 21 and 22 to the detriment of others' interest shall be liable for damages according to law.

   Article 24 Administrative Penalty

In case a broker does any one of the following acts, the administrative department of industry and commerce shall give a warning and impose a fine of not more than RMB 2,000, or if the wrongful act is serious, between not less than RMB 2,000 and not more than RMB 30,000:

1. Rendering intermediary service with the knowledge that the principal is unable to perform the contract;

2. Offering false information or illusory facts to the detriment of the principal;

3. Conspiring maliciously with others to the detriment of the principal; or

4. Other acts that run counter to the principle of good faith.

   Article 25 Criminal Liability

The broker offers intermediary service not based on real facts, and the case is serious, the judicial organs may prosecute the directly liable person or the legal representative for his/her criminal liability.

   Article 26 Ways of Resolving Disputes Over Intermediary Service Contract

Disputes over the intermediary service contract between the broker and the principal shall be resolved through consultation or mediation. In case the parties concerned are not willing to resolve through consultation and mediation, or they fail to settle the dispute through consultation and mediation, an application can be made to the arbitration organization in compliance with the arbitration clause in the brokerage contract or a written arbitration agreement subsequently reached. If the parties concerned fail to put an arbitration clause in the intermediary service in the contract or fail to reach subsequently an arbitration agreement, they may bring an action in the people's court.

   Article 27 Administrative Review and Administrative Litigation

If the party concerned does not accept the administrative penalty, he/she may apply for an administrative review or bring an administrative action according to the Regulations on Administrative Review or the Administrative Litigation Law of the People's Republic of China.

CHAPTER VI SUPPLEMENTARY PROVISIONS

   Article 28 Broker Profession Society

Brokers may organize a broker society on the voluntary basis, and shall register with relevant department in accordance with the law for the establishment of such society.

   Article 29 Interpretation Department

The Shanghai Municipal Industry and Commerce Administration shall be responsible for the interpretation of these Procedures in specific applications.

   Article 30 Date of Implementation

These Procedures shall become effective on October 1,1994.