Promulgated by the Supreme People's Court on May 12, 2008 and effective as of May 19, 2008

For the purpose of proper application of the Company Law of the People's Republic of China (hereafter referred as Company Law), and in combination with the trial practices, provisions regarding application issues of the law in company dissolution and liquidation cases heard by the people's court are formulated as follows:

Article 1 Where any shareholders, separately or jointly, holding 10 percent or more of the shareholder's voting rights of a company file a lawsuit to dissolute the company with any of the following grounds and accord with provisions in Article 183 of the Company Law, the people's court shall accept the lawsuit:

(1) The company cannot hold the meeting of shareholders or the general meeting of shareholders for two or more consecutive years, and the company has serious difficulties in its operation and management;

(2) Valid resolutions cannot be made in the meeting of shareholders or the general meeting of shareholders for two or more consecutive years due to the voting by shareholders cannot reach the statutory proportion or the proportion provided in the articles of association of the company, and the company has serious difficulties in its operation and management;

(3) The directors of the company are in conflict for a long time, which cannot be solved through the meeting of shareholders or the general meeting of shareholders, and the company has serious difficulties in its operation and management; or

(4) The company has any other kinds of serious difficulties in its operation and management and its continuous existence may cause major damage to the interests of shareholders.

Where any shareholders file a lawsuit to dissolute the company on grounds that their rights and interests such as the right to information, the claim for profit distribution are damaged, or the company is in deficit and its properties are insufficient to pay off all debts, or the business license of enterprise legal person of the company has been revoked but the liquidation has not been conducted yet, the people's court shall not accept the lawsuit.

Article 2 Where any shareholders file a lawsuit to dissolute a company and also apply to the people's court for liquidation of the company, the people's court shall not accept the application for liquidation. The people's court may notify the plaintiff to voluntarily organize or separately apply to the people's court for the liquidation of the company pursuant to provisions in Article 184 of the Company Law and Article 7 of these Provisions after the people's court has decided to dissolute the company.

Article 3 Where any shareholders file a lawsuit to dissolute a company and also apply to the people's court for property preservation or evidence preservation, the people's court may conduct preservation, provided the shareholders offer guarantee and the normal operation of the company will not be affected.

Article 4 In a lawsuit for company dissolution filed by any shareholders, the company shall be the defendant.

Where the plaintiff files a lawsuit simultaneously against any other shareholders, the people's court shall notify the plaintiff to change the other shareholders into the third party; if the plaintiff insists no change, the people's court shall overrule the lawsuit by the plaintiff against other shareholders.

Where the plaintiff files a lawsuit to dissolute a company, he/she shall notify the other shareholders, or the people's court shall notify the other shareholders, to participate in the litigation. Where any other shareholders or interested parties apply to participate in the litigation as the co-plaintiff or the third party, the people's court shall give permission.

Article 5 The people's court shall attach priority to meditation when hearing a lawsuit over company dissolution. Where parties concerned agree upon negotiation to continue the company by way of allowing the company or some shareholders to purchase their shares, or capital reduction, provided no mandatory provisions of laws and administrative regulations are violated, the people's court shall give support. Where parties concerned cannot reach consensus to continue the company, the people's court shall render a judgment in a timely manner.

Where the company decides to purchase shares of the plaintiff upon mediation by the people's court, the company shall transfer or cancel the said shares within six months when the mediation paper comes into effect. Before the transfer or cancellation of the said shares, the plaintiff shall not resist any creditors of the company for the reason that the company will purchase his/her shares.

Article 6 A judgment on lawsuit regarding company dissolution rendered by the people's court shall be legally binding to all shareholders of the company.

Where the shareholders who have filed a lawsuit over company dissolution or any other shareholders file anther lawsuit over company dissolution for the same facts and grounds after the people's court has overruled the lawsuit over company dissolution, the people's court shall not accept the lawsuit.