【正文】 Board of Directors and, if necessary, the Examination and Approval Authority and the relevant local government departments where such branch offices and/or subsidiaries shall be located. 2. PURPOSES, SCOPE OF BUSINESS Purposes and Scope of the Company The purpose and scope of business of the Company shall be to: (a) develop and construct the Building。 (b) market, lease, presell and sell pleted and unfinished units in the Building。 (c) manage the Building。 (d) as well as to carry out any other activities necessary to acplish the foregoing. The projections, building plans, costs, capital and funding requirements contained in the Feasibility Study may be adjusted by the Board of Directors during the actual operation of the Company. Such adjustments shall be effective only upon approval of the same by relevant government authorities. (JVC 5) Powers of the Company In order to achieve its principal purposes, the Company shall be empowered, within the scope of the promulgated laws, decrees and regulations of the PRC, to undertake the following: (a) employ, remunerate and dismiss managers, staff and retain, pensate and dismiss outside agents, advisors, consultants and contractors。 (b) purchase, lease or otherwise establish, acquire, maintain and operate offices, facilities, branches, subsidiaries and sites in China。 (c) lease, purchase or otherwise acquire premises, equipment, machinery, tools, parts, raw materials and other property of all kinds。 4 (d) enter into and perform relevant contracts with any individual, pany, enterprise, economic anization or entity within or outside China。 (e) purchase or otherwise acquire and undertake all or any part of, the business, assets and liabilities of any other pany, enterprise, economic anization or entity within or outside China。 (f) sell, lease and otherwise dispose of the assets of the Company during the course of its operations and during the liquidation and dissolution of the Company。 (g) acquire and deal with patents, copyrights, trademarks and other intellectual property rights。 (h) maintain banking relationships of all types with financial institutions within or outside the PRC and to draw and deal with cheques, bills of exchange, promissory notes and other negotiable instruments。 (i) obtain loans, lines of credit or other appropriate financing, obtain or provide guarantees, indemnities and power of attorney, and mortgage, pledge, create security interests in, or otherwise encumber, any of its assets as security for loans。 (j) issue bonds, securities and other financial instruments。 (k) obtain insurance as may be necessary in the course of the Company’s operations。 (l) deal with disputes and participate in legal proceedings of all types including mediation, administrative proceedings or arbitration。 (m) invest the ine of the Company and distribute the profits of the Company。 (n) do generally all other lawful things as may be necessary or desirable to acplish the purposes of the Company. 3. TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL Total Amount of Investment The total amount of investment of the Company shall be ? [RMB______________ (_________________Renminbi)][US$__________________(______________United States Dollars)]. 5 Registered Capital The registered capital of the Company shall be ? [RMB_________ (_________________ Renminbi)][US$__________________(______________United States Dollars)] and shall be contributed by the Parties in the following proportions: (a) Party A39。s aggregate contribution to the registered capital of the Company shall be twenty percent (20%) of the total registered capital of the Company, and shall be the equivalent of ? [RMB_____________________ (____________________ Renminbi)] [US$__________________(____________________United States Dollars)] in the form of management services, coordination services and other services including, but not limited to, those set forth in Articles and of the Joint Venture Contract. (b) Party B39。s aggregate contribution to the registered capital of the Company shall be eighty percent (80%) of the total registered capital of the Company, and shall be the United States Dollar equivalent of ? [RMB_____________ (________________Renminbi)][US$________________(___________United States Dollars)] in the form of cash. Additional Financing The Company may obtain additional funds through loans from domestic or foreign financial institutions on terms and conditions approved by the Board of Directors and the Parties. The Company may also obtain loans or guarantees from the Parties or their Affiliates on terms and conditions to be determined by the relevant parties. Timing of Capital Contributions Contributions to the registered capital of the Company shall be made by Party A immediately on the Establishment Date and by Party B as follows: (i) ? __________ percent (____%) or ?US$________ (__________ United States Dollars) within [fifteen (15)] days after the date on which the Land Use Contract is executed。 (ii) ? __________ percent (___ %) or ?US$________ (__________ United States Dollars) within [fortyfive (45)] days after the date on which the Land Use Contract is executed。 (iii) ? __________ percent (____%) or ?US$________ (__________ United States Dollars) within [seventyfive (75)] days after the date on which the Land Use Contract is executed。 6 provided, however, that the obligation of Party B to make its contributions shall be subject to the fulfilment or waiver of each of the following conditions: (a) any contracts referred to herein have been executed by the parties thereto, and have each received the approval of the relevant Chinese authorities, if required。 (b) a valid Land Use Contract in respect of the Site has been executed between the Company and the ? [Name of Aut