Statute

(Revised manuscript)

Chapter I General Provisions

Article I. The Company is named Shanghai Venture Capital Association (SHVCA)

Article II. The Company is established in accordance with Regulations on NGOs Registration and Regulation of Promoting Shanghai Municipal Associations Development ; it is a corporation of NGOs for non-profit with trans-ownership consisting of those enterprises engaged in venture capital investment, investment management, consultancy and other related financing securities, academy institutions, venture capital entrepreneurs, etc. All of them gather together voluntarily to carry out professional service and self-discipline management.

Article III. The Company aims at, on basis of abiding by the national constitution, laws and regulations as well as related policies and social morals, promoting the development of Shanghai venture capital industry smoothly, contributing to national venture capital industry actively, promoting the cooperation and communication of domestic and foreign venture capital industry, making sure the self-discipline management of shanghai venture capital industry, and pushing on the standardization of venture capital investment behaviors.

Article IV. The Association is mainly in the charge of Shanghai Municipal Development and Reform Commission. Shanghai Municipal Development Program is in charge of the Company's business operation, and the registered office being of the Company is Shanghai Administration Bureau of NGOs. As well, the Company shall undertake to be instructed and supervised by the Shanghai Municipal Development and Reform Commission, the Shanghai Municipal Development Program, and the Shanghai Administration Bureau of NGOs.

Article V. The location and domain of the Company is Shanghai Municipality .

Chapter II Missions, Business Scopes, and Principles of Activities of the Company

Article VI. The missions of the Company is

(i). to recruit new members actively and expand membership constantly as well as elevate the social status of the venture capital industry.

(ii). to match with the government seriously or accept the government's appointment, launch into investigation and research as well as statistical surveys, take charge of funds management on risking assistance, make suggestions to the government actively, and assist the government in formulating policies and regulations on promoting venture capital investment.

(iii). to provide member companies with information on venture capital projects, withdrawal channels, funds collection and cooperative partners, help them develop their business, give training courses for venture capital personnel, and provide them with consultancy services.

Article VII. The Company's business scopes include coordination, communication and cooperation, consultancy service, academic research, professional training, competence cognizance, and self-discipline management.

Article VIII. The Company's activity principle includes:

(i). the Company shall perform in accordance with the Statute, comply with related laws and regulations, rules and policies, and abide by social morals.

(ii).the Company shall perform on basis of being honest and promissory without practicing fraud and standing in light of the state, other companies and individuals.

(iii).the Company shall not deal in business with SHVCA in name; if the Company deals in business in the name of Sponsored by SHVCA or of Executive Business Equity, it will not compete with venture capital companies and enterprises.

(iv).when the Company performs campaigns; it shall comply with the principle of “democratic centralism” and “holding meetings by its own master”, and take initiative in work, personnel employment and funds collection.

Chapter III Member

Article IX. The Company consists of group members. To apply for the membership one must meet the qualifications stated below:

(i). acknowledge the Company's statute

(ii). have an aspiration of attending the Company

(iii). be an enterprises working at venture capital industry directly involved in investment, financing and management or going in for venture capital industry indirectly involved in laws, accounting , consultancy, etc. and as enterprises engaging in the industry of financing securities as well as academic research.

Article X. Procedures of applying for the membership include:

(i).deliver the application form

(ii).gain a certificate of application acceptance after being approved by the Secretary Office that is commissioned by the Council of the Company.

Article XI. Members shall deserve rights as below:

(i). right to vote, to be elected and to take a vote.

(ii). right to attend kinds of activities held by the Company.

(iii). priority to be served by the Company.

(iv). right to get kinds of publications and study reports edited by the Company for free.

(v). right to give comments and proposals to the Company as well as to supervise the Company's work.

(vi). right to withdraw from the Company freely.

Article XII. Members shall perform obligations as below:

(i). abide by the Statute

(ii). perform resolutions of the Company

(iii). uphold the Company's legitimate rights and interests.

(iv). complete tasks that the Company hands over.

(v). pay dues according to the stated standard in time.

(vi).provide the Company with information involved in venture capital.

Article XIII. If the Member wants to withdraw from the Company, the Member shall inform the Company in writing. However, if the Member has not performed his obligations for one year, the Member shall quit or shall be considered as withdrawing from the Company self-consciously.

Article XIV. If the Member has violated national laws and regulations or the stated Statute severely, the Member shall be removed and made public to the Company after more than 2/3 members of the Council agree through a vote. However, if the removed Member refuses to accept the final resolution, the Member has right to appeal to the General Meetings.

Chapter IV Institution

Article XV. The Company's supreme authority is General Meetings which functions include:

(i). formulating and revising the Statute

(ii). Voting in and removing Council Members

(iii). deliberating work reports and financial reports of the Council.

(iv). determining matters concerned with termination.

(v). determining the conferment and setting of reputation and position.

(vi).determining primary events.

Article XVI. The General Meetings shall be held once a year basis of more than 2/3 members present at the meeting. In addition, resolutions of the meeting could come into effect on condition that more than 2/3 members adopt them by a vote.

Article XVII. The Company has set up a Council that is the executive authority body of the General Meetings. The Council is in charge of regular work of the Company go during the close of General Meetings and is responsible for the General Meetings directly.

Article XVIII. The Council's functions include:

(i). perform resolutions of the General Meetings

(ii).vote in and remove the chairman and vice-chairmen of the Company.

(iii).hold the General Meetings and report to the General Meetings on work and finance situations.

(iv). final determination on removing members.

(v). decisive right on setting up branches, agencies and equity institutions.

(vi). right to determine the appointment and removal of all functionaries of branches, agencies and equity institutions.

(vii). determine the retaining and removal of candidates for Secretary General according to the nomination list provided by chairman.

(viii). Determine the retaining and removal of candidates for Vice Secretary General according to the nomination list provided by the Secretary General.

(ix). make sure that all sections of the Company run smoothly.

(x). map out the management system of the Company.

(xi).make decisions on primary affairs.

Article XIX. The Council shall be held on condition of at least 2/3 members of the Council present, and resolutions of the Council can come into effect on condition that at least 2/3 members of the Council accept them through a vote. As well, the Council shall be held once every half a year at least, while it can be held at any time under special cases. As for ousting members of the Council, there shall be a vote of the General Meeting; however, under special cases, that ousting members of the Council can be decided by the Council directly, however the ousted members shall be reviewed at the next General Meeting subsequently.

Article XX. The Council Member has a four-year term of office. However, if the term for the Member expires ahead of time or late, it needs to be approved by the Council through a vote, and as well, it needs to be examined and approved by the Shanghai Municipal Associations Development Program, the Shanghai Municipal Development and Reform Commission and the Shanghai Administration Bureau of NGOs.

Article XXI ． The chairman and vice-chairman of the Council shall match with qualifications as follows:

(i). Prominence or a good reputation in the venture capital community.

(ii). maximum age of 70.

(iii). healthy enough so as to deal competently with daily affairs.

(iv). have never been deprived of political right and having a whole capacity for civil conduct.

(v). have a whole capacity for civil conduct.

Article XXII. Generally speaking, the term of the chairman's and vice-chairman's office shall be four years at most, with a maximum of two terms served. If the term will be protracted for special cases, it shall be approved by more than 2/3 members through a vote at the General Meeting first, and then be censored by the government department as well as be approved by the Shanghai Administration Bureau of NGOs.

Article XXIII. The chairman of the Council shall be a Legal Representative who shall have a good credit and not hold a post at government departments. In addition, the chairman of the Council shall not be the Legal Representative in other NGOs.

Article XXIV. The chairman of the Company shall have functions as follows:

(i). call and hold the General Meetings

(ii).be in charge of the implementation of resolutions made by the General Meetings and the Council.

(iii). subscribe primary documents.

Article XXV. The Secretary Office is responsible for dealing with regular affairs of the Council. The Secretary General presides over the Secretary Office on daily affairs, for the qualifications for holding the post see Article XXI. As well, all working staff of the Secretary Office shall be full time employees.

Article XXVI. The Secretary General shall have functions as follows:

(i). preside over daily affairs of the Secretary Office and be responsible for putting the annual work plan in practice.

(ii).help all branches, agencies and equity companies carry out work smoothly.

(iii).be in charge of the principal nomination for all branches, agencies and equity companies, and then hand over final nomination list to the Council.

(iv).make decisions on the appointment and dismissal of full-time working staff serving for all branches, agencies and equity companies.

(v). deal with administrative affairs.

Chapter V. principles for property management and use

Article XXVII. Sources of expenditures include:

(i). dues

(ii). donation

(iii).Sustentation funds from undertaking projects commissioned by government departments.

(iv).incomes from services or business activities within an approved scope.

(v). interests

(vi).other legal revenues

Article XXVIII. The expenditures shall be used within the business scope and not be allowed to allot to members.

Article XXIX ． The Company shall set up a precise financing system and make accounting and statistic materials legal, precise and integrated.

Article XXX. Accountants of the Company are to be qualified and professional. The Accountant shall not serve as a cashier for the Company at the same time. The Accountant must carry out his obligations, such as accounting examination and calculation as well as supervision. As well, the Accountant must go through work-transfer procedures with take-over persons when the Accountant transfers to another post or leaves his/her job forever.

Article XXXI. The property management of the Company shall comply with the national financial management system and be supervised by the General Meetings. As well, if the funds are appropriated by the state, it shall be distributed under the supervision of national audit departments and be reported to the Council and the General Meetings at regular intervals. If the funds are subsidized or donated by the community, it shall be publicized with the total amount on basis of donors' free will.

Article XXXII. The legal property of the Company shall be under protection of laws. Organizations and individuals do not have the right to misuse the funds.

Article XXXIII. Before re-electing and changing the Legal Representative, the Company shall invite a professional auditing office to examine financial accounts and work out an accounting report.

Article XXXIV. The Company's working staff who handle salary, insurance and welfare shall be given in accordance with the national standard.

Chapter VI Procedures for Amendment

Article XXXV. Any amendment of the Statute shall be referred first to the Council which will hand over final resolutions to the General Meetings for acceptance subsequently.

Article XXXVI. The amended Statute, if adopted by the General Meetings, examined and approved by the Shanghai Associations Development Program and the Shanghai Municipal Development and Reform Commission, shall be referred to the Shanghai Administration Bureau of NGOs for verifying and to be put into effect in 30 days.

Chapter VII Termination Procedures and Property disposal of non-existence of the Company

Article XXXVII. If the Company is written off because it has completed its mission to dismiss authentically or it is split or incorporated, the Council shall bring forward a motion for ending of the Company.

Article XXXVIII. As for the motion for ending of the Company, it shall be approved by the General Meetings through a vote first and then be referred to the Shanghai Associations Development Program and the Shanghai Municipal Development and Reform Commission for examination and approval.

Article XXXIX. If the Company will be terminated, it needs to set up a workgroup to balance creditor's rights and liabilities and to deal with problems arising from the termination, while doing this there will be no use of resources for other tasks that do not pertain to the liquidation.

Article XL. After the approval of the Shanghai Administration Bureau of NGOs for cancellation of the Company, the Company can be terminated legally.

Article XLI. The surplus assests, if the Company is terminated, shall be used into the venture capital industry in accordance with related regulations under the supervision of government departments in charge of venture capital business and of the Shanghai Administration Bureau of NGOs.

Chapter VIII Supplementary Provisions

Article XLII. The Statute has been adopted through a vote of the fifth General Meeting since Dec 23, 2004.

Article XLIII. The explanation right of the Statute belongs solely to the Council.

Article XLIV. The Statute comes into effect from the date of approval of Shanghai Administration Bureau of NGOs.