【正文】 Articles of Association for Zhongbao Energy Resources Service CompanyCatalogueChapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 InvestorsChapter 5 Board of DirectorsChapter 6 SupervisorsChapter 7 Business Management OfficeChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 Taxation and Finance Chapter 11 Exchange ManagementChapter 12 Distribution of ProfitsChapter 13 Duration and TerminationChapter 14 InsuranceChapter 15 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People39。s Republic of China on ForeignCapital Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, __Treasure China Investment Limited intends to set up Zhongbao Energy Resources Service Co. Ltd. (hereinafter referred to as the Company), an exclusively foreignowned enterprise. For this purpose, these Articles of Association hereunder are worked out.Article 2The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Basic information as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal representative: Name Nationality The legal address of the Company is at Rooms 10014A, Champion Building, 287291 Des Voeux Road Central, Hong Kong.Tel:Fax:Article 3The name of the Company in Chinese is 中寶能源設(shè)備服務(wù)有限公司 The name of the Company in English is Zhongbao Energy Resources Service Company.The legal address of the Company is at 6,Gangwu Avenue, Xi’an International Trade amp。Logistics Park, Xi’an, China.Article 4Chairman of the Board is the legal representative, perform his or her duties ply with the stipulations of the Chinese laws, decrees and relevant regulations.Article 5The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and interests of the pany is under the guarantee and protection of Chinese law. The pany form is Co., Ltd. The responsibility of the investor is limited to the registered capital of the pany. Company is responsible for the debts by all its assets.After being agreed by China relevant departments, pany can set up branches or subsidiaries on domestic or abroad. Chapter 2 Objectives， Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regulations and restrictions prohibit operating the project, involving licensing qualification, with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Company is USD90,000,000。 the registered capital is USD50,000,000. The registered capital is paid in _____ installments. Within three months upon the issuance of business license, _____ of the first installment shall be paid, and the rest part shall be paid off in two years.The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans.Article 9The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is ______________。 the registered capital is ______________.Article 11The contribution methods of the Company are, cash _____________________。kind equivalent of ___________.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People39。s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a