Article 23 The incorporation of a limited liability company shall satisfy the following conditions:

1. The number of shareholders accords with the quorum;
2. The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;
3. The articles of association are worked out jointly by shareholders;
4. The company has a name and its organization complies with that of a limited liability company; and
5. The company has a domicile.

Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.

Article 25 A limited liability company shall state the following items in its articles of association:

1. the name and domicile of the company;
2. the scope of business of the company;
3. the registered capital of the company;
4. names of shareholders;
5. forms, amount and time of capital contributions made by shareholders;
6. the organizations of the company and its formation, their functions and rules of procedure;
7. the legal representative of the company;
8. other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.

Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.

Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.

The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law or administrative regulation shall be followed.

The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.

Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.

Article 29 The capitalcontributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.

Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.

Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.

Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specifythe following:

1. the name of the company;
2. the date of incorporation of the company;
3. the registered capital of the company;
4. the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and
5. the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.

Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:

1. the name of every shareholder and his/its domicile thereof;
2. the amount of capital contribution made by every shareholder;
3. the serial number of every capital contribution certificate.

The shareholders recorded in the register of shareholders may, in light of the register of shareholders, claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.

Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.

The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.

Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the capital contributions they have already made.