Articles of Associati onforZhon gbao En ergy Resources Service Compa nyCatalogueChapter 1 Gen eral Provisi onsChapter 2 Objectives , Scope and Scale of Producti on and Busin essChapter 3 Total Inv estme nt Amount and the Registered CapitalChapter 4 In vestorsChapter 5 Board of DirectorsChapter 6 SupervisorsChapter 7 Bus in ess Man ageme nt OfficeChapter 8 Labor Man ageme ntChapter 9 Trade UnionChapter 10 Taxation and FinanceChapter 11 Excha nge Man ageme ntChapter 12 Distribution of ProfitsChapter 13 Duration and TerminationChapter 14 In sura neeChapter 15 Suppleme ntary Provisi onsChapter 1 Gen eral Provisi onsArticle 1In accorda nee with Law of the Peoples Republic of Chi na on Foreig n-Capital En terprises ,Compa ny Law of the PRC and other releva nt Chin ese laws and regulations, _ Treasure China Investment limited intends to set upZhon gbao En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny), an exclusively foreig n-ow ned en terprise. For this purpose, these Articles of Associati on here un der are worked out.Article 2The in vesti ng party is a legal pers on registered with Hong Kong in accorda nee with the laws of Hong Kong. Basic information as follows:The legal n ame of the inv esti ng party is Treasure China Inv estme nt Limited.Its legal represe ntative: Name Natio nality The legal address of the Compa ny is at Rooms 1001-4A, Champi on Build ing, 287-291 Des Voeux Road Cen tral, Ho ng Kong.Tel:Fax:Article 3The n ame of the Compa ny in Chin ese is中宝能源设备效劳The name of the Company in English is Zhongbao Energy Resources Service Compa ny.The legal address of the Company is at 6,Gangwu Avenue, Xi n Intern ati onal Trade &Logistics Park, Xian, Chi na.Article 4Chairman of the Board is the legal representative, perform his or her duties comply with the stipulatio ns of the Chin ese laws, decrees and releva nt regulati ons.Article 5The Compa ny is Chin ese legal pers on, its activities is un der the gover nance of Chinese laws and regulations. All the legitimate rights and interests of the compa ny is un der the guara ntee and protecti on of Chin ese law. The compa ny form is Co., Ltd. The resp on sibility of the in vestor is limited to the registered capital of the company. Company is responsible for the debts by all its assets.After being agreed by China releva nt departme nts, compa ny can set up bran ches or subsidiaries on domestic or abroad.Chapter 2 Objectives , Scope and Scale of Productio n and Busin essArticle 6The objective of the Company is to strengthen economic cooperation and tech no logical excha nge, also promote the developme nt of Chin ese n ati onal economy and en sure satisfactory econo mic ben efits for the in vesti ng party.Article 7The bus in ess scope of the Compa ny is Drilli ng equipme nt and accessories sales, labor services, drilli ng engin eeri ng, petroleum tech no logy con sult ing and services (above the range are free from state laws and regulations and restrict ions prohibit operat ing the project involving lice nsing qualificati on, with operat ing permits)Chapter 3 Total Inv estme nt Amount and the Registered CapitalArticle 8The amount of total investment of the Company is USD90,000,000; theregistered 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 ofDirectors 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 ; theregistered 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 threemonths upon the issuance of business license, of the firstinstallment 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 Peoples Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtain