B-share underwriting agreement

B-share underwriting agreement

Issuer: _________ Co., Ltd., a company incorporated under the laws of the PRC

residence:_________

The main underwriter: _________ Securities Company A securities company established under the laws of the PRC and recognized by the relevant Chinese authorities as having the right to lead underwriting B shares.

residence:_________

This Agreement is signed by the Underwriter in its own name and on behalf of the following companies:

1. International Coordinator: _________ Securities Co., Ltd. A company established under the laws of _________ to operate securities business. Registered address:_________.

2. Name: _________ Securities Company A securities company established under the laws of the PRC and recognized by the relevant Chinese authorities as having the right to underwrite B shares. Registered address:_________.

3. Name: _________ Securities Co., Ltd. A company established under the laws of Hong Kong to operate securities business. Registered address:_________.

4. Name: _________ Securities Company A securities company established under the laws of the PRC and recognized by the relevant Chinese authorities as having the right to underwrite B shares. Registered address:_________.

In view of:

1. The company is a company limited by shares established under the laws of the People's Republic of China. The registered capital is _________ yuan and is divided into _________ shares. Among them, _________ shares, accounting for _________% of the total share capital, are held by _________ companies and are the largest shareholder. _________ shares, accounting for _________% of the total share capital, are held by _________ companies; _________ shares, accounting for _________ shares of total share capital, _________% of total share capital held by internal employees. The shareholders' meeting of the company has passed a resolution on _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ The second fundraising has been approved by the China Securities Regulatory Commission. After the completion of the issue, the total share capital of the company will reach _________ shares, including _________ shares of common stock and _________ shares of B shares.

2. The parties have agreed that under the conditions of this Agreement, the Master Underwriter shall underwrite the B Shares _________ shares for the Issuer, and the Master Underwriter has agreed to arrange for the B Shares to be placed at the Placing Price for private placement. B shares that have not been subscribed will be subscribed at 3:00 pm on the expiration date of the underwriting.

3. The Company has agreed that it will prepare for the Placing with the assistance of the Principal Underwriters and the International Coordinator and issue a Placing Memorandum on the Placing on the Record Date.

4. Each of the Underwriters has agreed to place the B Shares in accordance with the terms of this Agreement and to underwrite the Placing Shares as stated in their Underwriting Letter of Commitment.

5. The Company and each of the Underwriters have each agreed to make the following representations, warranties and undertakings.

The parties hereby agree as follows:

1. Interpretation “Agreement between Underwriters” means an agreement signed by the Underwriters on the same day as the date of signing of this Agreement, which relates to the relevant matters of the B Shares Placing and Underwriting.

“B-shares” refer to the domestically listed foreign-invested shares subscribed by foreign currency, with a nominal value of RMB_________ yuan and a total of _________ shares.

“Workday” means the day when the _________ Stock Exchange is open for business and open at banks in Shenzhen, Hong Kong and New York, but does not include Saturdays, Sundays, and public holidays in Shenzhen, Hong Kong or New York.

“Accounting Date” means _________ years _________ months _________ days.

"China" means the People's Republic of China.

“United States” means the United States of America.

“RMB” and “RMB” refer to RMB, which is the legal loan currency of China.

“Hong Kong dollar” or “HK” means the Hong Kong dollar, the statutory currency of the Hong Kong Special Administrative Region.

“Dollar” or “VS” refers to the US dollar, the statutory currency of the United States.

“Determining the Placing Date” means _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

“China Securities Regulatory Commission” refers to the China Securities Regulatory Commission.

“Overseas investors” means: natural persons, legal persons or other organizations in foreign countries; natural persons, legal persons and other organizations in Hong Kong, Macao and Taiwan; Chinese citizens who have settled abroad; and domestically listed foreign shares permitted by the Securities Commission of the State Council of China Investors.

“Articles of Association” refers to the articles of association of the company.

“Director” means the current director of the company.

“Placing a person” means an overseas investor who is invited by the underwriter to subscribe for B shares, which subscribes for B shares based on the placement.

“Placing” means that each Underwriter has placed _________ Shares B shares in private placements to foreign investors in accordance with this Agreement and the agreement between the Underwriters.

“Placing Memorandum” means the Memorandum of Information to be issued by the Company in connection with the P Share Placing. A copy of the version agreed by the Underwriter has been drafted by the Joint Stock Company and the Underwriter for identification purposes as an appendix to this Agreement.

“Placing Ratio” means the proportion of each Underwriter who agrees to subscribe in this Placing.

“Placing Price” means the Placing Price per Share of B shares is RMB _________ yuan, HKD _________ yuan, USD _________.

“The account designated by the Master Underwriter” means the _________ account established by the Master Underwriter to the International Coordinator at the _________ Bank.

“Growth date of proceeds” means _________ years _________ months _________ days.

“Draft of the proceeds” means _________ years _________ months _________ days.

“Exchange rate” refers to the exchange rate of RMB into USD and HKD, which is the average price of the RMB exchange rate of US dollar and Hong Kong dollar in the calendar week before the calendar week of the memorandum date.

“International Reporting Accountant” means _________ Accounting Limited, address _________.

“Shared company designated account” means the _________ cash account opened under the name of _________ stock company, established at _________ bank, account number is _________, this account number has been notified to lead underwriter and international coordinator .

“International Coordinator Designated Account” means the _________ account opened under the name of _________ Securities Company, established at _________ Bank, account number is _________.

“Commission” means any amount of B shares of _________ yuan or Renminbi, equivalent to _________% of the Placing Price.

“Guarantee of the company” means the statement, guarantee and commitment of the company, which is the subject of Article _________ of this Agreement.

“Underwriters” means the own underwriters, international coordinators and other underwriters, including Chinese underwriters and international underwriters.

“Total Issue Price” means the total amount of the B Shares Placing, ie the amount of the issue price of _________ yuan per _________.

“Starting the Placing Date” means _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

“Shares” means the shares of the registered capital of the company with a par value of RMB _________ per share.

“The relevant securities regulations” means any Chinese laws and regulations relating to the issuance of this B-share, the signing of this Agreement or the listing and trading on the stock exchange, including the “Company Law of the People’s Republic of China, which came into force on July 1, 1994. "Provisions of the State Council on Domestically Listed Foreign Shares of Joint Stock Companies", which came into effect on December 25, 1995, and the "Implementation Rules on the Regulations on Domestically Listed Foreign Shares of Joint Stock Limited" issued by the Securities Commission of China on May 3, 1996, The Securities Law of the People's Republic of China, which came into force on July 1, 1998, etc.

“Guarantee” refers to the guarantees and commitments of the joint stock company, the lead underwriter, the international coordinator and other underwriters.

“China Legal Opinion” refers to the following two situations: Legal Adviser of the Joint Stock Company _________ Law Firm's legal opinion on the Chinese law for the joint stock company, the main underwriter, the international coordinator and other underwriters. For the purpose of verification, the legal opinion has been drafted by the representatives of the joint stock company and the main underwriter; and the legal counsel of the underwriter _________ law firm has made the Chinese law as the main underwriter, international coordinator and other underwriters. Legal opinion. For verification purposes, the legal opinion has been drafted by the representatives of the joint stock company and the main underwriter.

“Verification File” means the verification file prepared by _________ Law Firm and dated _________ years _________ months _________ days.

2. Placing

Subject to the provisions of this Agreement, on the basis of the guarantees, declarations and commitments made by the Article 2 Joint Stock Company, each of the Underwriters has made a commitment to the Joint Stock Company to conduct B Shares according to their respective Placing Ratios. On the occasion of the placing and the unallocated shares at 3:00 pm on the closing date of the Placing, the shares were all purchased at the Placing Price at the Placing Ratio.

The Placing of the Placing of the B Shares by the Private Placement is for private investors to subscribe for under the conditions of the Issue Price and the terms of this Agreement and the Placing File.

The stock company entrusted the lead underwriter to be responsible for organizing and coordinating the B-share placement activities. Other underwriters were also entrusted by the stock company to carry out the B-share placement activities.

Each underwriter shall, in accordance with the terms of this Agreement, accept the entrustment and be responsible for the placing of this B Share. The joint stock company and each of the underwriters have agreed that each of the underwriters has the right to fully exercise the legal rights in this B-share placement on behalf of the company, including the right to accept or reject the application of the foreign investor in accordance with the placing book on behalf of the company.

The obligations and responsibilities of each underwriter under this Agreement are individual, not joint.

If one or a few underwriters fail to fulfill their obligations under the provisions of the sub-seller, the other underwriters have the right to subscribe for or subscribe for the B-shares subscribed by the sub-contractor, or to the other subscribers; If more than one other underwriter wants to exercise this right, it will be shared according to their respective subscription ratios.

The Lead Underwriter is obliged to submit to the Joint Stock Company the Placing B Share Subscription List on behalf of itself and other Underwriters on the _________ business days after the date of the ruling; each Underwriter is obliged to comply with this Agreement. And the provisions of the Underwriter Agreement, submit to the lead underwriter the list of subscriptions for the relevant B shares within the scope of other sales obligations, so that the lead underwriters can be transferred to the joint stock company.

3. The B Share Placing Memorandum The Company will prepare a share placement memorandum at the Master Underwriter and the International Coordinator and shall deliver to the International Coordinator the number of B Share Placing Memorandums requested by the International Coordinator on the date of the Placing Memorandum.

4. Registration

The Master and the International Coordinator shall notify the Joint Stock Company of the name of the following persons and the number of the Placing Shares applied for in the form of a written notice no later than _____________________________________________________________________________________________________________________ The number of B shares applied by each of the Placing or Underwriters.

The Company shall, in accordance with the provisions of this Agreement, allocate the portion of the B Shares subscribed to the Placing and the Underwriters by _________________________________________________________________________________________________________________________________________________________

The company, the principal underwriter and the international coordinator shall cooperate to provide the relevant applicants with relevant information and files required to open an account for the holding and sale of the B shares of the placing.

After receiving the valid list of the above notice, the company shall, as long as the person on the listed list has paid the amount as agreed, the joint stock company shall ensure that the name of the person on the list will be registered as a shareholder of the company and its subscription. The number of B shares is included in the name of the name on the subscription list.

The company shall, on the morning of the third working day after the receipt of the subscription list, _________ submit one or more equity certificates to the stock exchange according to the rules of the _________ stock exchange after completing the obligations stipulated in the first paragraph. . Demonstrate the listing of B shares in the above-mentioned subscription list, and prompt the _________ stock exchange to enter the names of the listed individuals and the number of B shares subscribed into their stored shareholder database; and complete this matter The second working day afterwards prompted the _________ stock exchange to submit to the lead underwriter and the international coordinator a written confirmation of the receipt of the equity certificate _________.

The stock company guarantees that the B shares allocated and issued by it shall not have any lien, mortgage, encumbrance and the rights of third parties, and the B shares shall have all the rights of the shares, including receiving dividends, Vote and other rights.

5. Payment

Each underwriter shall, within _________ business days after the deadline, deposit all the money received from the applicant in respect of the Placing Shares, after deducting the amount corresponding to the commission amount, into the designated account of the Master Underwriter. The above amount shall be designated as "_________ The company issues B shares" payment.

The International Coordinator shall, within _________ business days after the deadline, transfer all funds received from the Applicant for the Placing Shares to the designated account of the Lead Underwriter after deducting the commission and other fees from the International Coordinator. .

Subject to the satisfaction of the above two conditions, the lead underwriter shall deduct all the money received from the applicant and other underwriters for the shares of the Placing Shares within _________ working days after the closing date. After the lead underwriter commission and other expenses, it is remitted to the account designated by the company.

If, in accordance with the terms of this Agreement, the conditions of entry into force have not been fulfilled or waived, this Agreement shall immediately terminate and apply the provisions of Article _________. If the conditions set out in clause _________ are met or waived by the principal underwriter and the international coordinator, and the statements, warranties and undertakings made by the Articles and other relevant joint stock companies are not violated, within the lead underwriter’s account The funds shall be unconditionally executed in accordance with the provisions of the Articles and shall be remitted to the account designated by the company.

6. The two sides confirmed by consultation as follows:

After the main underwriter has paid the payment in accordance with the provisions of Article 4, the main underwriters shall terminate all obligations and responsibilities under this Agreement;

After the International Coordinator and other Underwriters have paid the payments in accordance with Article 4, Section, the International Coordination and other Underwriters shall terminate all obligations and responsibilities under this Agreement.

7. Conditions

The obligations that each underwriter must bear under this Agreement shall be such that the following conditions have been met or waived by the Lead Underwriter and the International Coordinator on or before the commencement of the Placing;

a. The lead underwriter and the international coordinator receive the legal opinion provided by the Chinese legal counsel of the joint stock company. The format and content of the legal opinion must comply with the provisions of Chinese law and be satisfactory to the underwriters;

b. The lead underwriter and the international coordinator received the legal opinion prepared by the underwriter's Chinese legal counsel. The format and content of the legal opinion must comply with the provisions of Chinese law and be satisfactory to the underwriters;

c. The lead underwriter and the international coordinator received the submission from the international accountant to the underwriter, the format and content of which are satisfied by the underwriters and international coordinators;

d. Proper cautious verification of the relevant business and assets of the company and verification of the B-share placement file have been completed, and satisfied with the main contractor and international coordinator;

e. The Master Underwriter and the International Coordinator have obtained sufficient evidence to demonstrate that all necessary steps have been taken and all necessary approvals and permits have been obtained, all necessary procedures have been completed and all applicable laws and regulations have been complied with to enable the placement Ability to conduct and B shares can be issued and traded on the _________ stock exchange;

f. Statement, guarantee and commitment of Article _________ made by the company.

The company shall cause the above conditions to be completed. If the above conditions are not fulfilled or satisfied, this Agreement shall lapse and the obligations shall be terminated. At the same time, the relevant provisions of Article _________ apply. The exception is that the above conditions are waived by the main underwriter and the international coordinator, or the joint stock company negotiates with the main underwriter and the international coordinator.

8. Declaration, Warranty and Commitment

The company makes representations, warranties and undertakings to all and each of the underwriters regarding the terms and conditions set forth in the attached files and accepts and acknowledges that each of the underwriters is hereby signing this Agreement in accordance with all representations, warranties and undertakings. These representations, warranties and undertakings are made on the date of signature of this Agreement and are deemed to be repeated on the date of the Placing, the Closing Date and the date of issuance of the proceeds at the time:

a. If the company is aware of any circumstances that would make the statements, warranties and undertakings listed in this section and the accompanying file one untrue or incorrect or violated at any time, immediately notify the Master Underwriter and International Coordination in writing. Persons, and in accordance with their reasonable requirements, take the necessary measures to remedy or issue them.

b. The company undertakes to pay all taxes and other government fees payable in China for the issuance of this B Share and for the purposes of signing, performing or enforcing this Agreement and the obligations of the Company under this Agreement.

c. The company is committed to taking all necessary steps to ensure that the placement of the B shares can be carried out on the placing date and that the B shares can be traded on the _________ stock exchange.

d. The company undertakes that, except as otherwise stipulated by relevant laws and regulations, from the date of signing this agreement to the end of the B-share date, the company will not negotiate with the main underwriter or international coordinator beforehand. Information on the B-share offerings other than the B-share placement file will be disclosed to the public by means of news or public release or distribution of files in and outside China. The company is also committed to ensuring that its directors, employees and agents are not doing the same.

All underwriters and each underwriter make the declarations, warranties and undertakings of each of the following listed and subsidiary files2 to the company, and accept and acknowledge that the company has entered into this agreement in accordance with all such representations, warranties and undertakings. These representations, warranties and undertakings are made on the date of signature of this Agreement and are deemed to be repeated on the date of the Placing, the Closing Date and the date of issuance of the proceeds at the time:

a. Each Underwriter is committed to, if at any time, knowing that any statements, warranties and undertakings set forth in this Article and Subsidiary Files I, Subsidiary Files II are untrue or incorrect, Inform the joint stock company and other underwriters to coordinate and take necessary measures to announce according to their reasonable requirements;

b. Each Underwriter has undertaken that it will perform its B-Share Issuance in accordance with the provisions of this Agreement with due diligence and diligence.

c. Unless otherwise agreed, each warranty shall be construed independently and shall not be restricted by reference to the terms of any other warranties or the terms of this Agreement, nor shall it be affected by the above conditions.

d. Any liability arising from a violation of the statements, warranties and undertakings listed in Article 7, Subsidiary File 1, Subsidiary File 2 shall not be affected by the completion of the subscription of this B Share.

9. Commissions and fees

As a consideration for the services provided by each of the Underwriters under this Agreement, the Company will pay commissions to each Underwriter in _________:

a. The company shall pay the underwriting commission and coordination fee to the principal underwriter, which is equivalent to _________% of the allotment price of the other underwritten B shares;

b. The company shall pay the underwriting commission and coordination fee to the international coordinator, equivalent to _________% of the Placing Price of the B shares it underwrites;

c. The company is required to pay the underwriting commission to other underwriters, which is equivalent to _________% of the Placing Price of the underwritten B shares.

All legal fees and other professional printing and other related fees paid by the underwriters in respect of the B-share placement or paid on behalf of the company shall be borne by the company, and the payment method shall be the same as the commission.

Accounts designated by each underwriter:

a. The main underwriter: _________ bank, account name _________, account number.

b. International Coordinator: _________ Bank, account name _________, account number _________.

c._________ Securities company: _________ bank, account name _________, account number _________.

d._________ Securities company: _________ bank, account name _________, account number _________.

E._________ Securities company: _________ bank, account name _________, account number _________.

10. Force majeure

At any time prior to the date of the P Share Placing, if: occurs, occurs, exists or does the following:

a. any changes in any new laws, regulations or existing laws and regulations, or changes in the interpretation or application of existing laws or regulations by any court or other competent authority; and such matters are in the main underwriters and international coordinators After knowing and considering all of the factors that it considers important, the lead underwriter and the international coordinator believe that the event or situation has or may be related to the company’s business, financial condition, company prospects or placement of B shares, or The interests of the holders of the B shares have a material adverse effect; or b. any changes in domestic, international political, economic, financial, market, military and other conditions, the principal underwriters and international coordinators believe that such events or circumstances have been or are likely Will have a material adverse effect on the business, financial condition, prospects or the B Share Placing of the Joint Stock Company; or the general securities trading of the c._________ Stock Exchange will be frozen due to special circumstances in the financial market or other reasons, Suspension or limitation; or d. Any natural disasters such as earthquakes, fires, storms, heavy rains, tsunamis, etc. that are not controlled by manpower, Underwriters and international coordination of people think that these things have or will have a significant adverse impact on this B share placement.

In the event of any one or more of the above, the Master Underwriter and the International Coordinator may, by notice in writing to the Joint Stock Company, list the reasons under this clause to suspend or terminate this Agreement.

11. Compensation for breach of contract

The company agrees and undertakes that if any of the following causes any of the underwriters to bear certain losses in any jurisdiction, including claims, liability, legal fees, expenses, etc., the company is responsible for full compensation, The premise is that the expenses of such loss or expense are reasonable; if the above fees are caused by the negligence of each of the underwriters themselves, or any of their officers or employees, the underwriter shall not claim for the shares. The company also has the right to refuse compensation:

a. any normal conduct for the issuance of this B-Share under this Agreement; or b. the information, files provided by the Joint Stock Company are incorrect, incomplete or misleading; or c. Statements, warranties, undertakings or other obligations made in this Agreement.

Each underwriter agrees and undertakes that if the following matters occur, the joint stock company shall bear certain losses, including the delay or failure of this B-share issuance, or other expenses, legal fees, etc., unless otherwise agreed in the following The Underwriter is responsible for full compensation, provided that the cost of such loss or expense is reasonable; if the above fee is due to the negligence or insincereness of the company itself or any of its officers or employees, the company may not In the claim, the underwriter also has the right to refuse compensation:

a. Any material breach of any of the provisions of this Agreement by each of the Underwriters may result in the P Share Placing not being carried out in accordance with this Agreement; or:

b. Any representations, warranties, undertakings of the Underwriters are untrue or misleading that the Placing may not be carried out in accordance with the provisions of this Agreement; or c. If the Underwriters fail to pay in full on the payment date specified in this Agreement, The party shall pay interest on the unpaid amount to the company at the request of the company. The interest-bearing date is calculated from the date of payment to the date of actual payment, and the interest is calculated on a 360-day basis, with _________% plus _________ penalty rate. Compound interest is calculated on a daily basis at this rate during the default period. The company agrees that this liability of each underwriter is independent, that is, any underwriter must not be liable for any failure of any other underwriter to perform its obligations under this section.

12. Termination

Each of the Underwriters shall have the right to terminate the obligations of the Underwriters under this Agreement at any time prior to _________ in the afternoon of the payment release date, in the event of any of the following:

a. The occurrence of Article 9;

b. The company's breach of or failure to perform its obligations under this Agreement shall be completed or performed on or before the date of payment release;

c. Any statement, promise or guarantee made by the Company in this Agreement and Subsidiary File 1 is materially inaccurate, untrue, misleading, materially missing or unfulfilled;

d. After the date of signature of this Agreement, and before the date of payment release, a certain occurrence or occurrence of such circumstances, and the occurrence or occurrence of such circumstances, will result in any representations and warranties made by the Joint Stock Company in this Agreement and Attached File 1. Or promise to become inaccurate, inaccurate or misleading in substance.

In the event of any of the following circumstances, the company shall have the right to terminate the obligations of the company in accordance with this Agreement by giving written notice to the Master Underwriter and the International Coordinator at any time prior to _________ on the day of payment release:

a. The occurrence of Article 9;

b. Each Underwriter violates or fails to perform its obligations under this Agreement that should be completed or performed on or before the date of payment release;

c. any representations, undertakings or warranties made by the Underwriters in this Agreement and Subsidiary Files 2 are in fact inaccurate, untrue, misleading, materially missing or unfulfilled;

d. After the date of signature of this Agreement, and before the date of payment release, a certain occurrence or occurrence of such circumstances, and the occurrence or occurrence of such circumstances, will result in any statement made by the Joint Stock Company in this Agreement and Subsidiary File II. Or promise to become inaccurate, inaccurate or misleading in substance.

If the B shares issued this time are not listed on the stock exchange on the _________ _________ month _________ date, the lead underwriter and the stock company may notify the other party and all other underwriters in writing, and suspend each of them. Obligations under the agreement.

In the event of the above, the parties may, without notice of suspension of this Agreement, negotiate in the form of a written notice to make a decision to amend this Agreement or terminate this Agreement.

The provisions of the above provisions do not affect the validity of Articles 9 and 10.

13. Transfer

This Agreement is binding on the parties and their successors and guarantees the interests of the parties and their successors.

No party to this Agreement may assign or transfer any of its rights or obligations under this Agreement.

14. Abstentions Any party to this Agreement who does not exercise any of its rights under this Agreement at any time shall not be deemed to have been deemed to have waived such rights.

15. Further pledges that the Joint Stock Company agrees that at this time, or at any time in the future, if the Master Underwriter or the International Coordinator proposes that this Agreement is fully effective and that the Master Underwriter or the International Coordinator is authorized to do so by this Agreement for the full performance of this Agreement. The stock company is satisfied with the reasonable requirements necessary for rights and remedies.

16. Any notice or other communication notifying the matters referred to in this Agreement shall be given or made in writing and, unless otherwise specified, shall be in both Chinese and English.

Any such notice or other communication shall be in accordance with

The address specified in the sub-segment is transmitted and shall be deemed to have been properly given or issued as follows:

a. If delivered by hand, when the address of the relevant recipient is handed over;

b. If sent by post, five working days after it is sent; except for airmail;

c. If telex or fax is used, it is only necessary to correctly display the answer code, transmission signal, etc. when the transmitter or fax machine of the transmitting party starts or ends.

All notices or other communications should be sent to the following address:

a. If you are a joint stock company: recipient: _________, address: _________, fax number: _________.

b. If you are the main underwriter: recipient: _________, address: _________, fax number: _________.

c. If you are an international coordinator: To: _________, address: _________, fax number: _________.

d. If you are a _________ securities company: recipient: _________, address: _________, fax number: _________.

e. If ____________ Securities Co., Ltd.: Recipient: _________, Address: _________, Fax: _________.

f. If you are a _________ securities company: recipient: ______, address: _________, fax number: _________.

17. Partial lapse or executable If any provision of this Agreement or the Underwriter Agreement is invalid or unenforceable for any reason, it will not affect the other terms of this Agreement or the Underwriter Agreement in any way, nor will it affect its modification. Or the validity and enforceability of other arrangements.

18. Text This Agreement is made in the Chinese and _________ languages, and the meanings of the two texts shall be consistent and equivalent. In case of any inconsistency between the two texts, the Chinese text shall prevail.

19. Time is a key element of this Agreement.

20. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.

21. Settlement of Disputes Any dispute, disagreement or claim arising under this Agreement or related to this Agreement shall be settled by friendly negotiation between the parties. If there is no agreement on _________ days after the start of negotiations, it shall be settled by arbitration with the China International Economic and Trade Arbitration Commission of Beijing, China, in accordance with its arbitration rules. The arbitration procedure shall be conducted in both Chinese and English and the arbitral award shall be final and binding on the parties to this Agreement.

Issuer: _________ Master Underwriter: _________

Legal representative: _________ Legal representative: ______

_________Year ____________________________________________

Signing location: _________ Signing location: _________