Chapter I. General Provisions

1.      The Beijing CREIA Renewable Energy Development Limited Company is registered as a non-governmental, corporate business entity, acting as an institutional convening body for CREIA. The present Articles of Association are formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China. Their purpose is to guarantee the shareholders' legal rights and benefits.

2.      Supported by a UNDP/GEF project on "Capacity Building for the Rapid Commercialization of Renewable Energy in China", the Beijing CREIA Renewable Energy Development Limited Company (below referred to as the company) was jointly initiated and established by key renewable energy enterprises in China. The company is legally set-up as an independent corporation.

3.      The name of the company is Beijing CREIA Renewable Energy Development Limited Company. Its legal address is: A2107 Wuhua Mansion, A4 Chegongzhuang Dajie, Beijing 100044, PR China.

4.      The registered capital of the company is 500,000 Yuan.

5.      The company is a limited liability company.

6.      The company complies with state laws and regulations and safeguards state and public benefits. Legal rights, benefits, and business activities of the company are protected by state laws and policies, and may not be illegally infringed upon by any administrative institutions, group or individual.

Chapter II. Purpose and Business Scope of the Company

7.      Purpose and organizational form of the company
Purpose: Use market mechanisms to promote the wide adoption of renewable energy technologies inChina, and contribute to the country's overall environmental improvement.
Organizational form: As the convening body for CREIA, the company will gradually broaden its membership base. Members will be liable to pay membership fees to the company every year; and the company will provide its members with updated renewable energy information, market (both national and international) information and training opportunities on technology, finance and business development.

8.      Business scope of the company:
1) Development and replication of renewable energy technologies, including wind, solar, terrestrial heat and biomass energy technologies.
2) Development of renewable energy markets through a series of targeted activities including training, market research, information dissemination, consultation and assistance with project design and development.

Chapter III. Shareholders and Shares

9.      The current shareholders of company are the renewable energy enterprises which initiated and established the company. The shareholders own assets in the company, enjoy the rights and bear the duties stipulated by the present articles of association. The shareholders' responsibilities toward the company match their respective contributive capital amount.

10.      . Shareholders may transfer their contributive capital fully or partially with each other. The transfer from the shareholders to non-shareholders must take place under the situation that over half shareholders agree it. The shareholders who do not agree the transfer should purchase the contributive capital. The fact that the shareholders neither agree the transfer nor buy the contributive capital means they agree the transfer. Under same conditions, the other shareholders have priority to purchase the transferred contributive capital.

11.      Shareholders contribute ? Yuan as the registered capital of company. Of the ? Yuan, Beijing New Concept Energy Consulting Limited Company contributes ? Yuan; Beijing Tianpu Solar Energy Limited Company contributes ? Yuan, and other three enterprises contribute ? Yuan.

12.      Certificates of the shareholders' contributive capital are written evidence of their contributive capital.

13.      The total amount of shareholders' contributive capital may increase, but this increase should be proposed by Directorate, approved by Shareholder Union, and carried out in the following way:
1) Shareholders increase their contributive capital according to the proportion of their original contributive capital.
2) Adding bonus of company to the capital.
3) Adding production development fund of company to the capital.
But the capital may not increase when company makes deficits for two years in succession.

Chapter IV. Shareholders' Rights and Duties

14.      Shareholders send their representatives according to the proportion of one representative every ? Yuan.

15.      Shareholders enjoy the following rights:
1) Attending shareholders' meeting, exercising suffrage and vote.
2) Getting the bonus in accordance with the proportion of their contributive capital.
3) Supervising and giving suggestions and advice to business management and financial management of company; exposing and charging the persons who conduct offences against law and disciple, dereliction of duty and harm of benefits of company and/or shareholders.
4) Complying with the Article 10 to transfer their contributive capital.
5) Having rights to share the residual assets of company in accordance with their contributive capital when company is disbanded and liquidated.

16.      Shareholders should perform the following duties:
1) Bearing losses and debts of company with their contributive capital.
2) Abiding regulations of company.
3) Obeying and executing decisions made by Shareholders Union.
4) Putting forward rational suggestions to company on the business, actively supporting management improvement and promotion of company.
5) Maintaining benefits of company, opposing and rejecting behaviors which are harmful to benefits of company.

Chapter V. Shareholders' Conference

17.      Shareholder Conference is the highest right institution of company. Shareholders perform their suffrage according to the proportion of their contributive capital when they vote.

18.      Shareholders' meeting is divided into regular and temporary. The regular one is held two times every year; the interval between two regular meetings may not be over 12 months.

19.      Shareholders' meeting is presided over by the board chairman or director(s) the board chairman commissions. All shareholders should be informed about the date, place and contents of the meeting in advance of 15 days.

20.      The temporary shareholders'meeting is convened under any of the following situations:
1) Directorate consider it is necessary.
2) The shareholders whose contributive capital accounts for 51% or more of the total contributive capital offer proposals for that.

21.      Shareholders' Conference should perform the following functions:
1) Hearing, examining and approving working reports of the Directorate.
2) Hearing, examining and approving plans of production and management and reports of financial budgets and final accounts for company.
3) Making decisions on important issues of company, such as increasing or decreasing the contributive capital, issuing bonds, merging, separating, disbanding and liquidating.
4) Electing and recalling directors, deciding directors's remuneration and ways of the payment.
5) Establishing and modifying regulations of company.
6) Examining and approving schemes of bonus distribution for company.
7) Discussing and deciding other important proceedings.

22.      The agreeable ballots should be more than 2/3 of the total ballots the attending shareholders possess or represent when Shareholder Union makes decisions. The items which need to make specific decisions are those given in the section 3, 4 and 5, Article 21.

23.      Shareholders may commission attorneys to perform their suffrage, but they must submit their written commissions.

24.      Shareholders' meeting should be delayed 15 days and re-inform the absent shareholders when the attendants' possession or representation of the contributive capital are less than the amounts mentioned in Article 22.
The delayed shareholders' meeting may be regarded as that the stipulated amounts have been reached when the attendants' contributive capital still do not meet the demand of the Article 22.

Chapter VI. Directorate

25.      Directorate is the institution of business decision-making of company and standing power institution of the Shareholder Union. Directorate is responsible for Shareholder Union.

26.      Directorate is formed by ten persons, one board chairman and nine directors. Directors' term is three years, can be re-elected and reappointment, and may not be recalled by the Shareholder Union.

27.      Directors are elected by the Shareholder Union; the board chairman is elected by Directorate. Usually the shareholder who contributes the most amount of the capital should be elected as the board chairman.

28.      The part-time directors have no remuneration ordinarily; but may get rewards at the end of the year for one time, after the Directorate plans and the Shareholder Union approves, according to the business situation of the year.

29.      The Directorate convokes one meeting every quarter at least; the directors who can not attend may entrust representatives to attend the meeting and perform the suffrage by written commission.
The temporary directorate meeting can be held when the board chairman considers its necessary or more than 1/3 of the directors give the suggestions.

30.      The election system of the directorate is one ballot per director. Decisions made in the directorate meeting are valid when the agreeable ballots are more than the disagreeable ones. The board chairman has one more ballot when the agreeable ballots are equal to the disagreeable ones.
The quorum the directorate makes valid decisions is not less than 3/5 of the total directors; otherwise the decisions are invalid.

31.      Directorate should perform the following functions:
1) Convening shareholders' meeting;
2) Performing the Shareholder Union's decisions;
3) Examining and approving development plans, year plans of the production and business, financial budgets, final accounts, plans of bonus distribution and plans of deficit cover of company.
4) Putting forward plans of separation, merge, capital increase, capital decrease, bond issues, stop and liquidation of company.
5) Employing the general manager, deputy general manager, general economic experts, general engineers, general accountants, financial directors, senior researchers of investment, and senior managers.
6) Deciding the important regulations of business and management for company, including the systems of the salary, human resource management and financial management.
7) Examining and approving plans of the institution established and personnel authorized by the general manager.
8) Making important business decisions of company.
9) Other rights the Shareholder Union authorities.

32.      The board chairman is the legal representative of company, and perform the following functions:
1) Calling in and chairing the directors'meeting.
2) Examining the implementation of the decisions made by the directors' meeting, and reporting the results to the directorate.
3) Signing the certificates of the contributive capital for company, important contracts and other important documents.
4) Directing the important business activities of company during the periods of the directors' meeting closed.

Chapter VII. Management Institution

33.      The management system of company is the general manager responsible under the directorate's leadership. There are one general manager and one vice general manager in company. The vice general manager assists the general manager to work.

34.      The general manager should perform the following functions:
1) organizing and executing decisions of the directorate's meeting, and reporting the results to the directorate.
2) organizing and managing the day-to-day production and business activities of company, examining and approving the year investment and the expenditures designed in the financial plans.
3) The expenditures and loans outside the plans should be approved by the board chairman.
4) Employing the administrative managers except those in the financial department and the division of investment decision research; directly appointing and assigning the general managers and the staff.
5) Rewarding, punishing, promoting, employing, raising firing and discharging the employees or raising their salaries according to the relevant regulations.
6) Signing the day-to-day administrative and professional documents.
7) Giving suggestions to establish, adjust and remove the institutions of company and reporting them to the directorate for approval.
8) Dealing with business as a representative of company within the commission of the directorate.
9) Dealing with the other matter concerned authorized by the board chairman.

35.      The normal expenditures the directors, general manager and other senior staff of company spend for their functions should by paid by company.

36.      Members of the directorate and the management team cause grave economic losses for company should be in charge of economic and lawful responsibilities; they may be recalled or dismissed by the decisions of the shareholders' meeting and the directorate's meeting respectively when they are not competent.

37.      The leaders of the financial departments should perform the following functions:
1) Managing the whole financial work of company, signing the important financial documents and report forms, to be responsible for the directorate and the general manager and reporting their performances to them.
2) Implementing the directorate's decisions concerned with financial work; controlling the business cost of company, auditing and supervising utilization of the capital, balancing the income and payment, submitting financial analysis reports to the directorate and the general manager, and giving suggestions on improvement of the business and management.
3) Participating in constitutions of the business plans and raising the operation capital.
4) Working out the year financial reports.
5) Accepting the directorate's financial supervise and audit, and assisting the directorate's work.

38.      The leaders of division of the investment decision research should perform the following functions:
1) Collecting and researching the market information.
2) Drafting the long-term development plan for company.
3) Suggesting the investment directions and new development programs and writing feasible study reports.

Chapter VIII. System of Human Resource Management

39.      The employees may be recruited or fired, in accordance with the policies and systems, based on prudent principles, when it is necessary.

40.      Company has the rights to decide the level of the employees' salaries, ways of the payment, and their welfare treatment.

41.      The employees are free to resign, but the applications must be submitted three months in advance, and then, the procedures are preformed after the general manager's approval. Otherwise, it is necessary for the resigning employees to compensate the economic loss caused by the resign.

42.      Company should draw the employees' retire fund and unemployment fund according to the relevant regulations and hand in them to labor insurance department.

Chapter IX. Tax and Distribution

43.      Company will execute state tax policies and pay all taxes to government.

44.      Distribution proportion of the profits after taxes:
1) Legal accumulation fund: 10%; it will not be drawn when surplus of the accumulation fund is equal or more than 50% of the register capital.
2) Legal commonweal fund:10%;
3) Voluntariness accumulation fund:5%¡«8%.

45.      The year financial reports of company should be audited and given the certificate by accountant office. The financial year of company is the Gregorian calendar£¬i.e., from January 1 to December 31.

Chapter X. Stop and Liquidation

46.      Company should stop and liquidate when any one of the following situations appears:
1) Shareholder Union decides to dismiss.
2) Company is recalled according to state law because it seriously violates state law, regulation, or harms social and public benefits.
3) Company is bankrupt.

47.      The liquidation group should be established when company stop. In the case of the Section 1, Article 46, members of the liquidation group should be selected by the directorate; in the case of Section 2 and 3, Article 46, the liquidation group should be established according to relevant state laws and regulations.

48.      The liquidation group established under the situation of the Section 1, Article 46, should inform the creditors and issues the announcements within 10 days. The creditors should declare their creditors' rights to the liquidation group within 30 days since the day they receive the notice for those who have received the notice and within 90 days since the day the announcements are issued for those who do not receive the notice.
The following is the liquidation group's functions:
1) Liquidating the assets of company; working out balance sheets and asset lists.
2) Liquidating the unfinished work of company.
3) Receiving creditors' rights.
4) Compensate debts of company.
5) Dealing with residual assets of company.
6) Applying for bankruptcy to courts when it is found that company can not pay off the debts.
7) Representing company to make common pleas.

49.      After the decision of the liquidation for company is made, no one may deal with assets of company without the liquidation group's approval.
The following is the order of the discharge:
1) The owed employees' salaries, bonus and insurance fee.
2) The owed taxes.
3) The loan of bank.
4) bond of company and other debts.

50.      After paying off, the residual assets should be distributed according to the proportion of shareholders' contributive capital if they are less than the contributive capital.

51.      After finishing the liquidation, the liquidation group should submit the liquidation report and make income and expense table for those happened during the liquidation period and financial account books. After verified by accountant office and approved by the relevant departments, the application of company cancellation is submitted to the registration department and company is announced to stop.

Chapter XI. Supplementary Articles

52.      The directorate should retain registered accountant(s) as financial supervisor(s) of company; the financial supervisor(s) is responsible for the directorate. The financial supervisor(s) should provide the relevant accounting reports when the shareholders' meeting is held.

53.      The rights to explain this regulation belong to the Directorate. Matters what this regulation does not discuss will be transacted by the Directorate.

54.      This regulation will be emended in accordance with the new state laws and regulations when they contradict each other.

55.      This regulation will be valid after passed by the Shareholder Union.