POWERS OF A MNAGER OF A COMPANY IN CHINA

A limited liability company may have a manager, who shall be hired or dismissed upon decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following powers:

1. Taking charge of the management of the production and business operations of the company, organizing the implementation of the resolutions of the board of directors;

2. Organizing the execution of the company’s annual operational plans and investment plans;

3. Drafting plans on the establishment of the company’s internal management departments;

4. Drafting the company’s basic management system;

5. Formulating the company’s concrete bylaws;

6. Proposing to hire or dismiss the company’s vice manager(s) and person in charge of finance;

7. Deciding on the hiring or dismissal of the persons-in-charge other than those who shall be decided by the board of directors; and

8. Other powers conferred by the board of directors.

If the articles of association provide otherwise for the powers of managers, the articles of association shall be followed. The manager attends the meetings of the board of directors as a non-voting representative.

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