Legal basis:

Company Law of the People's Republic of China

Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property.

Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.

Article 4 Shareholders of a company shall enjoy the right to return on assets, participate in major decisions and choose managers according to law.

Article 26 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority.

Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.

Article 27 Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be transferred according to law. However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.

Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.

Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.

Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.

Article 29 After a shareholder has paid the capital contribution specified in the Articles of Association in full, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the application for company registration, the Articles of Association and other documents to the company registration authority to apply for registration of establishment.

Interim Regulations of People's Republic of China (PRC) Municipality on Land Value-added Tax

Article 2 Units and individuals who transfer the right to use state-owned land, buildings above ground and their attachments (hereinafter referred to as real estate transfer) and obtain income are taxpayers of land value-added tax (hereinafter referred to as taxpayers) and shall pay land value-added tax in accordance with these regulations.

Article 3 Land value-added tax shall be calculated and levied according to the value-added amount obtained by taxpayers in transferring real estate and the tax rate stipulated in Article 7 of these Regulations.

Article 4 The income obtained by taxpayers from the transfer of real estate, after deducting the project amount stipulated in Article 6 of these Regulations, is the value-added amount.

Article 5 Taxpayers' income from the transfer of real estate includes monetary income, income in kind and other income.