Catalogue. 1. About Us. 2. Organizational Structure. 3. Our Culture. 4. Expertise and Features. 5. Service Process. 6. The Scope of the Legal Service

Transcription

1 Catalogue 1. About Us 2. Organizational Structure 3. Our Culture 4. Expertise and Features 5. Service Process 6. The Scope of the Legal Service 6.1 Legal Counsel 6.2 Maritime and Foreign-related Legal Affairs 6.3 Merger&Acquisition and Investment&Financing Legal Affairs 6.4 Banks and Financial Institutions Legal Services 6.5 Intellectual Property Legal Service 6.6 Real Estate Legal Services 6.7Legal Services of Medical Disputes 7. Legal Services Fees 8. The legal Service Discipline

2 1. About Us Shanghai Great Law Firm, as a comprehensive law firm with international vision, prides itself in global focus, professional experience and excellent team. Our law firm provides customized professional legal services for clients at home and abroad with clients-oriented philosophy. We have been providing long-term comprehensive legal services for many organizations and individuals with domestic or international background. We offer legal support or solutions for business activities and arrangements concerning cross-border and domestic investment, and specialize in handling all types of complex, multinational and foreign-related legal disputes. With professional experience and credibility in many years of practice, we have been deeply trusted by our clients. Our law firm dedicates to pooling interdisciplinary talents to build up strong teams with excellent performance. Aiming to provide our clients with customized, high-quality legal services, each service team is equipped with professional lawyers, senior advisers, public relation coordinators and customer service personnel. Our legal services cover many areas. Our lawyers have been practicing excellently in M&A, assets reorganization, corporate bankruptcy and liquidation, FDI, taxation, customs, foreign exchange, labor, product quality and liability, intellectual property, construction, real estate and many other areas. Our team can provide clients with comprehensive solutions to various problems and help them effectively realize business plans and arrangements, with due diligence and care. Efficiency and Excellence being our ultimate goal, lawyers of Shanghai Great Law Firm have always been adhering to the principle of helping clients identify the opportunities within the frame of law, by analyzing the problems, reducing the risks, and coming up with innovative and operational proposals. Meanwhile, we can always prevent and settle the disputes of business activities through effective and legitimate way in order to achieve profit maximization.

3 2. Organizational Structure Partner Conference Law Firm Management Committee Management Committee Director ddddddddddddddffffffffffddddddd Supervisory Committee Corporate Foreign Real Estate Investment& Affairs Dept. Affairs Dept. Dept. Financing Intellectual Legal Counsel Litigation& Expanding Property Dept. Dept. Arbitration &Supporting Dept. Dept. Our Honors: 1. Our law firm was entitled Advanced Group of Shanghai Justice Administration System. 2. Our law firm won the honor of Goodwill and Good Service Law Firm by Lawyer Party Committee of Shanghai Hongkou Justice Bureau.

4 3. Our Culture Solidarity makes wisdom, perseverance brings miracles. In a professional, learning-oriented, service-oriented team, our lawyers deeply know that "neither the ignorant and the incompetent nor those without virtue can be lawyers." Lawyers should always keep in mind the motto of live and learn ; that goodwill and professionalism are the lifeblood of law firm; that one should face the adversity and never give up, keep a low profile in prosperity, and show gratitude in life; that complaining is the most energy-consuming and unhelpful move, while not complaining is representation of one s inner purification, which can enrich people and improve them beyond limitations. Working Attitude :Prudence, Diligence, Dedication, Tenacity Our Motto :Awe to law and gratitude for life Our Logo The scales symbolize our lawyer's determination to defend and maintain fairness and justice. Roman pillars imply the features of law firm, and highlight solemnity of judicature. Roman pillars and circles compose a team of people shoulder by shoulder and hand in hand, symbolizing the close team relationship between like-minded lawyers. The color red symbolizes courage; white, freedom; and blue, loyalty and justice. The overall shape of our logo looks rigorous, conveying the law firm's ideal, values and ambition.

5 4. Expertise and Features Since its establishment, Shanghai Great Law Firm, holding to the belief of striving for excellence and commitment to justice, has been serving as the perennial legal counsel for hundreds of various types of enterprises, and solved successfully hundreds of major special legal affairs. We have abundant experience in providing clients with professional and client-oriented legal services to meet their business needs. Our law firm is composed of an excellent service team, including professional lawyers, interpreters, senior consultants, and customer service personnel, providing personalized legal services to suit the different needs of clients around the world. Our law firm is organized and managed in the form of corporation; hence the sharing of information and other resources is our business approach. With the meticulous division of labor, it holds professional advantages in foreign direct investment, merger and reorganization, finance, securities, customs, taxation, foreign exchange, technology import and export, commercial contracts, labor, real estate, intellectual property, products liability and other areas. We maintain business rapport with governmental departments in charge of industry and commerce, taxation, customs, foreign exchange, and other functional departments. We also maintain a good cooperative relationship with a number of foreign law firms, overseas professional consulting agencies, accounting firms, sponsor institutions, and banks with professional standards and qualities. In the form of professional speeches, panel discussions and expert Q&A, etc., we provide professional training to propose professional tips and guidelines for handling legal problems and controlling legal risks in commercial practice, to guide enterprises to establish and improve corporate regulations fit for them and in compliance with the law, to help enterprises improve their ability of responding to the crisis and handling various types of business disputes, to promote the harmonious internal and external relationship so as to prevent disputes or abnormal economic losses. During the training courses, we will answer specific questions on-the-spot to make the training more targeted and effective. We will adapt the main training courses to clients changing needs, which are discovered through on-the-spot communication, questionnaires, etc. All clients of our law firm can apply for these courses, or for individual training course in accordance with the specific needs of their enterprises.

6 5. Service process Clients can ask for legal advice from lawyers via our online services, telephone, MSN, etc. Lawyers will provide our clients with a verbal answer or preliminary opinions. End of case Clients decide to entrust lawyers. Lawyers fill in the law firm's receiving registration form. Clients and the law firm sign the legal services contract and the Power of Attorney Clients pay attorneys' fees (cash or bank transfer), and law firm issues the invoice to clients. Law firm registers the case. Law firm organizes a professional discussion and comes up with a preliminary operation plan. Law firm designates, or clients entrust professional team to undertake the case. Litigation and arbitration Non-litigation: issue legal instruments, negotiation, mediation, conciliation Case result: the court issues judgment, written order or signed mediation agreements, execution agreements The undertaking lawyers conclude and summarize the case, and issue the case summary. Law firm archives the case. End of case

7 6. The Scope of the Legal Service: 6.1 Legal Counsel Daily legal affairs a. Provide legal advice for legal problems involved in the business; attend important conferences as required and provide legal consultation; b. Draft, review and modify relevant legal documents such as business contacts; c. Draft, review and modify labor contract and provide assistance to coordinate labor relations; d. Assist to establish contract management system; assist to set up legal office to guide company s routine work; e. Provide different forms of legal training such as lectures and training courses, for company personnel especially the senior executives and the front line business staff; f. Provide legal advice and legal services with respect to patent, trademark, copyright and other intellectual property and exclusive right; assist to formulate confidentiality system and confidentiality agreement; g. Issue attorney's letter; analyse credits and debts on the basis of the client s financial materials and put forward plans to dispose of accounts receivables and non-performing assets; h. Analyze the legal feasibility of decision-making items in production, operation and management, and provide the feasibility report; j. Prior intervention in investment activities as required and provide legal services to control legal risks; k. Participate in the negotiation of major economic projects and provide legal advice Litigation affairs a. Act as an agent in mediation and settlement of civil, economic and administrative disputes; b. Act as an agent in civil, economic and administrative litigation; c. Act as an agent in civil, economic, labor and foreign affairs' arbitration.

8 6.1.3 Enterprise risk control and corporate governance a. Assist to convene and join shareholders' meeting; draft, review or modify shareholders' agreement, articles of association and other legal documents; provide legal training in respect of company internal control and operation; b. Participate in corporate establishment negotiation, design investment plan, provide legal basis to the outbound investment mode and other relevant problems, issue the legal opinion, audit counterparty's risk in law and provide risk assessment to prevent risks of fraud and breach of contract; c. Design contract system and construct balance mechanism among the shareholders' meeting, the board of directors and board of supervisors; d. Inspect regularly the legitimacy of all the subsidiary corporation and branches of the group company on the scene and issue the investigation report; e. Design optimal solution for investment,capital increase or deduction, asset reorganization, credit financing, mergers and acquisitions, equity transfer, asset sale, shareholding reform and other affairs; f. Guide or assist to go through the examination and approval procedures of relative project; g. Plan and act on behalf of the shareholders to reelect director in order to improve the company management; h. Examine legal risks and provide risk assessment by conducting due diligence; i. Conduct necessary legal audit of transactional goal and provide legal evaluation of investment environment regarding the market environment, government regulation and other factors; j. Conduct legal audit of the behavior of executives in their tenure who have left office Non-litigation legal affairs a. Investigate the background and credit standing of the relevant company, and then issue investigation report; b. Issue lawyer's witness document in respect of legal acts and legal facts; c. Provide legal services for establishment of company, equity transfer, capital increase or deduction, bidding, merger and split-up of company, liquidation,

9 cancellation, asset reorganization, IPO and so on; d. Handle all kinds of notarization as an agent; e. Go through the formalities of registration, changes and examination, and approval procedures of industry and commerce, taxation, customs, real estate management, trademark, patent and so on as an agent; f. Act as an agent in financing matters such as credit or mortgage loan, commercial loan, special financing and financial lease; g. Act as an agent in real estate business, mainly including real estate development, relocation compensation in expropriation and demolition, land use rights granting or transfer, housing sale, property mortgage loan, leasehold mortgage and registration of property right; h. Act as an agent in business such as import and export trade, insurance, trust, maritime, overseas investment, international transport, technical transfer; i. Other non-litigation legal services entrusted by the clients. 6.2 Maritime and Foreign-related Legal Affairs Maritime a. Handle the disputes arising from payment, quality defects, defects of right, the delay delivery, damage or loss of goods; b. Handle the disputes arising from the process of payment for others, payment collection, fraud etc., in the agency process of freight forwarding enterprises and logistics enterprises; c. Handle the labor disputes between the ship owner, operator and the captain and crew; d. Handle the disputes arising from salvage of ships, ship collision, and general average; e. Handle the disputes arising from the bill of lading, consignment and other transport documents related to the contract of carriage of goods; f. Handle the disputes arising from the enforcement of admiralty lien, possessory lien, and mortgage; g. Handle the disputes arising from legal procedures of ship sale and lease;

10 h. Handle the disputes arising from environment pollution compensation caused by sea transport and territorial waters transport; i. Handle the disputes arising from marine insurance, cargo insurance, passenger insurance; j. Handle the disputes arising from compensation for damage of goods, death or personal injury of passengers, or third party damage during transport of the ship Foreign-related legal affairs a. Draft, review, modify foreign-related contracts and legal documents; b. Provide whole-journey legal services to deal with legal affairs in domestic and overseas investment projects, issue legal opinions, select the appropriate mode of investment, act as an agent in industry and commerce registration, and review project feasibility report etc; c. Act as an agent in mediation, arbitration and litigation involving foreign interests, and in credit investigation of target enterprise at home and abroad; d. Act as a legal adviser for enterprises, organizations, individuals, and for major commercial projects; e. Act as an agent in the application of the execution of foreign effective judgments; f. Provide legal services for areas of Hong Kong, Macao, Taiwan and foreign criminal suspects, serving as counsel of the foreign criminal defendant and agent of private prosecutor and victim; g. Examine, evaluate and control the legal risks of enterprise in the process of management, correct the possible legal deviation; h. Suggest for the national legislation and administrative organs based on the precedents and experience in the application of FTZ rules; i. Provide legal policy consultation, trade strategy and litigation solution for all departments of FTZ, industry associations, domestic and foreign enterprises; j. Provide legal services in trade disputes within FTZ; k. Assist to determine the form of foreign investment in China, including but not limited to: exclusively foreign-owned enterprise, sino-foreign cooperative enterprise etc;

11 l. Assist the foreign investment enterprises in China in M & A, including the analysis of law and policy of industry access, the project structure design, transaction document drafting and review, support for transaction negotiation, government approval, and the integration of enterprise after merger and acquisition etc; m. Provide the latest legal trends related to business and operations field for foreign investment enterprises, maintain their compliance with law in human resources, finance, taxation, foreign exchange, labor, environmental protection, customs etc., provide the most advantageous solution for its legal issues; n. Provide general legal advice about investment or acquisition in China; issue legal opinion on investment or acquisition; o. Provide operative analysis report on specific investment or acquisition project; conduct legal due diligence; p. Participate in business negotiation; q. Design investment plan; r. Assist in the establishment, alteration and registration of investment institutions. 6.3 Merger&Acquisition and Investment&Financing Legal Affairs M&A a. Review the validity of M&A, including asset M&A, equity M&A, management buy-out and foreign capital M&A. Carry out due diligence on M&A. Participate in and preside over M&A business negotiations. Issue M&A plan and legal opinions. Draft and review contract and other M&A legal documents. Lead and coordinate the work of working group for M&A; b. Provide legal and policy consultation, tax planning and due diligence for M&A or the dissolution, bankruptcy, liquidation and so forth; issue the legal opinion and legal documents Investment and financing a. Communication of financing channel in the field of real estate finance, trust and international investigation on enterprise credit standing, feasibility assessment, project design and risk evaluation thereof; b. Provide legal services for Real Estate Investment Trust both internationally and domestically;

12 c. Merchant account financing and accounts receivable financing; d. Debt reorganization financing including the preparation and determination of the debt reorganization plan and follow-up work; e. Projects financing including policy analysis, financing decision analysis, financing negotiation and execution; f. Financial leasing, including recommending financial leasing project, looking for the lessee, conducting due diligence and assessment and issuing legal opinion; attending commercial negotiations, issuing the legal opinion and drafting legal document templates such as finance lease contract and sales contract; g. Financing planning, including evaluation of enterprises, channel selection, financing planning, solution providing, financing marketing, process control and so forth; h. IPO design and legal services providing on main board market, growth enterprises market, new board market. 6.4 Banks and Financial Institutions Legal Services 6.4.1As an annual or special legal counsel, provide due diligence, draft transaction documents, participate in negotiation, design guarantee structure etc. Provide legal consultation for bank on acquisition strategies and reorganization projects; Draft loan documents for bank and other financial institutions; prepare legal documents to the financing side for cash loans, project financing, joint venture financing, building mortgage loan, foreign currency loan and consumer credit loan. Besides, provide services for settlement of disputes related to certificates of deposit, loans, financial leasing, mortgage-backed and non-performing assets disposal; Provide services to financial institutions on business compliance; assist in the establishment of risk prevention system; Effectively integrate banking and financial services. Provide legal services to the state-owned commercial banks, urban and rural commercial banks, foreign banks and non-bank financial institutions on inner system establishment, mergers and acquisitions, restructuring, investment, equity holding and securitization etc; Provide legal services for the preparation and opening of commercial banks, various business of the letter of credit, voucher, financial futures, options and other derivatives trading;

13 6.4.6 Provide services related to the disposal of non-performing assets of financial institutions, debt and asset restructuring, investment and M&A, financial institutions restructuring, bankruptcy and liquidation; Assist the transformation of the shareholding system for urban credit cooperatives, rural credit cooperatives and rural small financial institutions; Provide legal service to the establishment of trust and other financial innovations. 6.5 Intellectual Property Legal Service Assess the value of intellectual property assets and status quo of development and utilization; optimize the enterprise intellectual property management system; assess plausibility of intellectual property protection measures and systems; protect legal rights of existing or potential intellectual property; Assist to design trademark, act as agent for the inquiry, registration, alteration, transfer, permission, renewal and inspection of trademark; Act as corporate Trademark legal adviser, dealing with application and defense of refusal, objection, dispute and revocation of trademark, well-known trademark application consultation, trademark administrative and infringement litigation; Develop new product based on the existing resources; integrate the intellectual property strategy and business strategy to identify existing and potential benefit obtained through intellectual property assets; Attend commercial negotiations and review contracts; assist to obtain intellectual property rights. Forecast and analyze potential disputes and provide legal advice. Modify and archive contracts. Draft licensing and transfer agreements in accordance with law. Conduct compliance review; Act as an agent in registration of copyright and computer software, in copyright litigation and administrative and infringement litigation of network transmission right. Draft and review legal documents of copyright and computer software contracts regarding development, collaboration, permission and transfer, and resolve disputes thereof. Handle litigation and alternative dispute resolution concerning copyright; Draft confidentiality agreement, evaluate and identify intellectual property assets, review licensing and transfer agreements, and conduct reverse due diligence for potential investor or technology partner; Evaluate and review employment contracts concerning intellectual property assets, including confidentiality agreement and non-competition agreement drafted in accordance with PRC law. Manage cross-field legal team for due diligence of major intellectual property rights and provide experts for disputes of patent, trademark,

14 copyright or anti-trust; Act as an agent in the application of patent, retrieval and analysis of patent, and substantive examination of patent for invention, patent reexamination, the request for invalidation, licensing and transfer, administrative litigation, infringement investigation, evidence collection, customs registration, and provide relevant legal services. 6.6 Real Estate Legal Services Real estate legal services for overseas company, fund and investment bank a. Design investment mode and transaction structure; b. Attend commercial negotiations; c. Draft and review all kinds of legal documents; d. Go through the formalities of examination and approval of the government; Real estate financing legal affairs Provide whole-process legal services, for cooperation between property company and overseas company, investment bank, commercial bank, trust company and other financing institution, including but not limited to designing operation mode and transaction process, providing legal advice for risk avoidance and offering legal services for private equity, commercial loan, public placement and so forth. 6.7 Legal services of Medical Disputes Provide legal consultation: a. Analyze illness cases and legal facts thereof; b. Issue legal opinions and case analysis reports Act as an agent in reconciliation, negotiation, mediation and settlement agreement between the doctor and the patient. a. Provide settlement plan for either party; b. Participate in the negotiation between the doctor and the patient or among multi-parties; c. Apply for and participate in administrative mediation Conduct investigation and collect evidences for medical institutions or patients

15 a. Copy and seal up medical records or physical objects on the spot; b. Collect and arrange relevant evidence; c. Draft various applications for obtaining evidence; d. Lawyer witness for autopsy Act as an agent in medical litigations, including criminal case a. Draft all kinds of complaints, counterclaims, defenses, and appeals b. Collect, arrange and submit relevant evidences; c. Attend the court and participate in the trial Act as an agent in technical appraisal for the medical negligence a. Draft application for technical appraisal of medical negligence; b. Draft the application for appraisal of spot objects ; c. Apply for technical appraisal of medical negligence and randomly select the identification experts; d. Arrange and submit the required documents for technical appraisal; e. Attend the hearing of technical appraisal of medical negligence and state opinions; Provide legal services as legal counsel for medical institutions a. Provide legal training for doctors and other medical staff; b. Assist medical institutions to deal with daily legal issues and provide legal advice. 7. Legal Services Fees According to the relevant provisions stipulated in counsel fees management approach, Shanghai lawyer fees Implementing Procedures, Shanghai lawyer fees government guidance standards, legal services fees of Shanghai Great Law Firm are as follows: 7.1 Legal Counsel Fees Legal counsel fees for package A: 60,000 per year Services include but not limited to:

16 1) Provide non-litigation legal services as below or no more than 30 hours' for various internal and external company affairs Whole year s legal risk consultation on company operation Draft or update the articles of association Draft or update the company employee manual Draft or update the company labor contract Draft or update the company business trip reimbursement system Draft or update employees confidentiality agreement Draft or update the company appointment / dismissal letter Draft or update staff outputting / training system Draft model contracts fit for the company's business type, (including but not limited to: the sales contract, workshop leasing contract, foreign trade contract, corporate supply and marketing contract, transportation contract, service agreements, etc.) Modify company's major internal and external contract, twice per year The signing and management training of the contract 2) Act as agent for free, in one litigation case with target amount no more than 300,000, including arbitration and non-litigation mediation; 3) At the end of each service year, provide " company's annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year; 4) For non-litigation legal services and litigation services beyond 30 hours, we will only charge 90% of minimum standard attorney fees(minimum 5000 ); 5) Value-added legal services Legal counsel fees for package B: 120,000 per year Services include but not limited to: 1) Provide non-litigation legal services as below or no more than 60 hours' legal services for various internal and external company affairs Whole year s legal risk consultation on company operation Draft or update the articles of association Draft or update the company employee manual Draft or update the company labor contract Draft or update the company business trip reimbursement system Draft or update employees confidentiality agreement Draft or update the company appointment / dismissal letter Draft or update staff outputting / training system Draft resolutions of shareholders' meeting on major issues, three times per year Issue a legal opinion on major issues of corporate decisions Draft model contracts fit for the company's business type, (including but not limited to: the sales contract, workshop leasing contract, foreign trade contract, corporate supply and marketing contract, transportation contract, service agreements, etc.)

17 Modify company's major internal and external contract, five times per year Issue an external lawyer's letter Company's internal management and legal risk prevention training(for administrative, financial, senior executives, etc.) The signing and management training of the contract Issue a legal opinion on internal control system at the end of each service year, 2) Act as agent for free, in one litigation case with the target amount no more than 500,000, or two litigation cases with target amount no more than 300,000 respectively, including arbitration and non-litigation mediation; 3) At the end of each service year, provide " company's annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year; 4) For non-litigation legal services and litigation services beyond60 hours, we will only charge 85% of minimum standard attorney fees(minimum 5000); 5) Value-added legal services Legal counsel fees for package C: 500,000 per year Services include but not limited to: 1) Provide non-litigation legal services no more than 200 hours each year 2) Act as agent for free, in one litigation case with the target amount no more than 2,000,000, or two litigation cases with target amount no more than 1,000,000 respectively including arbitration and non-litigation mediation; 3) At the end of each service year, provide " company's annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year; 4) For non-litigation legal services and litigation services beyond the above-mentioned free service, we will only charge 80% of minimum standard attorney fees(minimum 5000); 5) Value-added legal services Legal counsel fees for package D: 1,000,000 per year Services include but not limited to: 1) Provide non-litigation legal services no more than 400 hours each year 2) Act as agent for free, in one litigation case with the target amount no more than 5,000,000, or two litigation cases with target amount no more than 2,000,000 respectively, including arbitration and non-litigation mediation; 3) At the end of each service year, provide "company's annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year; 4) For non-litigation legal services and litigation services beyond400 hours, only charge 75% of minimum standard attorney fees(minimum 5000 ); 5) Value-added legal services

18 Legal counsel fees for package E: 2,000,000 per year Services include but not limited to : 1) Provide unlimited working hours of various of non-litigation legal services 2) Act as agent for free, in various types of lawsuit cases 3) At the end of each year, provide "company's annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year; 4) Value-added legal services 7.2 Litigation and Arbitration Cases Fees The fees charged by the amount of subject matter Cases involving property relations are charged according to the amount of subject matter in litigation, and the ratio is listed as follows: Amount of Subject Matter The part under 100,000(including 100,000) The part from 100,000 to 1 million (Including 1 million) The part from 1 million to 10 million (including 10 million) The part from 10 million to 100 million (including 100 million) Charging Standard Charge ratio of 10% -15% (if less than 5,000, charged by 5,000) Charge ratio of 8% -10% Charge ratio of 5% -8% Charge ratio of 3% -5% The part above 100 million Charge ratio of 1% -3% Risk agency fees a. Prepaid fees: according to the specific circumstances of the case, clients will pay RMB 5,000 to 1,000,00 nonrefundable fees b. Attorneys' fees when the case closes: clients will pay 15% -30% of the amount determined by effective judgments, civil mediation agreement or conciliation agreement, the specific proportion negotiable Non-litigation legal services fees

19 Legal service fees charged by hour Job titles Charging standards(rmb/hour) Director lawyer 3000 Department head lawyer 2000 Lawyer (including specially invited professionals) 1500 Paralegal(Including accountants, engineers, etc.) 1000 Case handling secretary 500 Foreign language translator Time charges Description: a. According to the provisions of Article 4.1 of the "time charging rules", appearing in court, working overtime on legal holidays or between 21:00-06:00 on non-holidays, are reasons to increase service charges; b. According to the provisions of Article 4.1 of the "time charging rules", time cost on the way or business trip is calculated as the actual working time, yet at a discount of 40% or above; c. In the course of providing legal services, if two or more lawyers jointly handle the same case (such as discuss the case, participate in the negotiations, appear in court, etc.), clients need only pay the hosting lawyer; if two or more lawyers handle different parts of the same case (such as collect evidence, draft legal documents, etc.), clients need pay lawyers according to their working time. d. At the end of each phase of legal services, our law firm will submit "the list of time and fees for legal services " in written form. 7.3 Non-litigation Legal Services Fees (Calculated by piecework and charged by RMB) The company's internal legal affairs: Draft the articles of association 10,000 or above Draft the employee manual 10,000 or above Draft the labor contract 5,000 or above Draft the employees confidentiality agreement 3,000 or above Draft the staff outputting / training agreement 5,000 or above Draft the written resolution of the shareholder's meeting 2,000 or above Draft the company appointed / dismissal letter 2,000 or above Draft the company business trip reimbursement system 5,000 or above Draft the internal equity transfer agreement 5,000 or above Draft the legal opinion for company's internal control management 10,000 or above Issue the feasibility analysis on decision-making matters of company management

20 10,000 or above Participate in the discussion of company internal important decisions 10,000 or above The company's external legal affairs: Draft the external equity transfer agreement 10,000-20,000 or above Draft the letter of Intent of external investment / cooperation 5,000 or above Draft the joint venture contract of external investment / cooperation 10,000-20,000 or above Review and modify contract 3,000-5,000 or above Issue legal opinion on the survey of corporate credit standing 5,000-10,000 or above Draft the business model contracts 5,000-10,000 or above Issue external lawyer's letter 5,000 or above Issue legal opinion on decision-making matters of company external business 10,000 or above Represent the company and participate in the company's external affairs negotiations 20,000 or above The company's foreign-related legal affairs: Issue the English legal opinion on the survey of foreign corporate credit standing 30,000 or above Issue an external lawyer's letter in English 5,000 or above Draft the letter of Intent of external investment / cooperation 5,000 or above Draft and review the joint venture contract in English 20,000-30,000 or above Draft the articles of association 30,000 or above Draft the employee manual 30,000 or above Draft the labor contract 20,000 or above Draft the employees confidentiality agreement 10,000 or above Draft the staff outputting / training agreement 10,000 or above Draft the written resolution of the shareholder's meeting 10,000 or above Draft the company appointed / dismissal letter 10,000 or above Draft the internal equity transfer agreement 10,000-20,000 or above Draft the legal opinion for company's internal control management 30,000 or above Issue the feasibility analysis on decision-making matters of company management 30,000 or above Issue the legal opinion on decision-making matters of company external business 20,000 or above Draft the external equity transfer agreement 30,000 or above Review and modify contract 20,000 or above Participate in discussions or negotiations in foreign language 50,000 or above 8. The Legal Service Discipline

21 8.1 Standard for undertaking cases For the reception of clients and undertaking of cases, two lawyers must be present together and make a detailed record. The receipt list shall be issued for the originals received, according to which the originals can be returned to the client at the end of the case. 8.2 Standard for files archive Separate and special archive shall be established for every case and corporate client, which includes basic information of company, internal file of commerce and industry bureau, case relevant materials, company management regulation and so forth. 8.3 Effective contact system Daily liaison and contact information will be made into Contact list and put into the case file. Meanwhile, one or two lawyers will be assigned as liaison to discuss and record the case regularly and timely notify client the progress of case. 8.4 Legal document review system For the authenticity, accuracy and rigorousness of every legal document in both substantive and procedural aspects, all the legal documents issued should be drafted, revised and reviewed by at least two lawyers who shall confirm by signature. 8.5 Emergency system The rapid reaction mechanism is established. For emergencies or temporary and urgent legal matters, lawyers will intervene in time. Daily legal consulting will be resolved on the same day. Urgent legal service will be provided for urgent needs. 8.6 Legal training system Legal training on corporate law, labor law and contract law will be provided; special training can be arranged according to the needs of the client. 8.7 Return visit system In order to improve the satisfaction of client, lawyers will make regular survey to client and make a written record feedback after every case ended and every three month of legal counsel service year. 8.8 Annual summary reporting system In the end of service year as legal counsel, lawyers should provide company s annual legal risk assessment report," and issue the coming year s improvement opinions and suggestions based on the service in the whole year. 8.9 Cooperation System In addition to routine legal work, for major projects, our law firm will cooperate with the experts to provide various specialized legal services. Our cooperation partners include foreign law firms, accounting firms, tax firms, the sponsor institutions etc.

22 8.10 Professional image Lawyers should be formally dressed in work time and wear the law firm logo badge, use unified legal instrument format, and cultivate professional, rigorous, diligent, dedicated image