英文版法律顾问手册-合同管理办法

Contracts Management Procedures

Chapter I General Provisions

Article 1 These Procedures have been formulated in accordance with the provisions of the P.R.C Contract Law and other relevant laws and regulations in conjunction with the actual conditions of the company in order to make the contracts management of the Company standardized and procedural to improve the quality and efficiency of contracts management and to protect the lawful rights and interests of the Company.

Article 2 Contracts management referred to herein means a series of such activities as the planning, organization, control, mediation, litigation and supervision and inspection by the Company as a subject to the economic legal relationship pursuant to law, in relation to the signature, performance, modification and rescission of and disputes over contracts.

Article 3 Contracts management shall be subject to the management system integrating the assumption of the responsibility for contracts management by the persons handling contracts and department managers, the review of contracts by legal counsels and the examination and approval thereof by the leaders.

Article 4 These Procedures shall apply to various departments of the company and all branches thereof.

Chapter II Signature of Contracts

Article 5 Signature of contracts must comply with state laws, regulations and policies under the principles of equality and mutual benefit, consensus through consultations and making compensation for equal value in order to protect the interest of the Company. No contracts may be signed illegally, and no contracts to the disadvantage of company may be entered into.

Article 6 Before entering into a contract, we shall know of in all respects such conditions as the cooperating party’s creditworthiness and capability to perform the contract to be entered into. No contracts may be entered into with entities/individuals without good creditworthiness and the capability to perform investigations on the cooperating party’s creditworthiness and capability to perform a contract include but are not limited to:

1.Its business license and other license if it is in a licensed operation industry and status of

annual inspection by industrial and commercial authorities;

2.Its economic type and articles of association;

3.The information on the opening of its basic account (including account name, bank and

number);

4.Its financial statements;

5.Its operation history, market shares and recent developing tendency;

6.The conditions of other performance by it

7.If the cooperating party is a natural person, we shall know of in all respects his/her identity,

habitual residence address, and job background as well as the status of his/her personal and family properties

Article 7 In making a contract, we shall examine strictly the qualifications of the persons making the contract. The legal representative of a legal person entity or the main responsible person of a non legal person entity may sign the contract, if other person as an agent signs the contract, he/she must submit the letter of authorization produced by the legal representative or the main responsible person.

In making a contract, we shall examine in all respects the materials necessary to make the contract. When the person handing the contract enters into the contract, he/she shall require the other party to provide the certificate proving its legal representative qualification, the copy of its business license counterpart and other necessary materials that need to be provided by it under specific conditions, if the contract is an especially material one, the said person shall require the other party to provide directly the counterpart of its business license sealed by the administration for industry and commerce, if its agent enters into the contract on its behalf, the said person shall require the agent to provide the effective letter of authorization issued and signed by its legal representative if it is a legal person entity or by its main responsible person if it is a non legal person entity, and examine whether the name of its legal representative is the same as that stated in its business license. The person handling the contract shall be responsible for examining whether the copies of materials provided by the other party are the same as originals thereof.

When representing the Company to sign a contract with an external party, the person handling contracts must have the qualifications to sign the contract, i .e he/she must have the written letter of authorization produced by the legal representative of the Company. No person may sign a contract with any external party without or beyond the authorization, otherwise, he/she shall bear all legal responsibilities.

Article 8 A contract shall be entered into in writing.

Before the Company signs a contract with an external party, both parties to the contract shall draft generally the contract text through consultation, if the State laws and regulations or ministerial rules have special provisions in relation thereto, the standard contract formulated by the State competent authority shall be used legally, and the model contract drafted by the Company on its own may also be referenced.

If an open model contract is used, the relevant terms or provisions thereof shall be written in clearly and completely; otherwise, the contract shall not be signed and sealed, such unnecessary terms or provisions thereof shall be all deleted, ‘/’ shall be drawn in the unnecessary open place therein, and the contract shall be fixed with a checking seal, official seal or special seal for signing contracts.

Article 9 Contracts shall include such main clauses as the subject matter (means cargo, currency labor and engineering project etc.), quantity and quality, price and remuneration, the period, location and method of performance, responsibility for breach of the contract, the method to settle disputes and the date of signature, and the guarantee clause shall be also included therein as far as possible.

Article 10 A contract shall become effective only after it is signed by the person with the qualifications to sign the contract (the legal representative or agent authorized by the legal representative) and fixed with the official seal of the Company or the special seal for signing contracts.

Article 11 Each branch of the Company shall sign a contract with an external party only within its legal business scope or authorized scope. If a contract beyond its business scope or authorized scope needs to be executed the matter shall be approved by the leaders of the Company, the contract shall be executed by the leader of the Company with the authority to do so, and the special authorization of signing the contract shall be made or applied for in the name of the Company.

Article 12 All contracts to be signed by each department or branch of the Company with external parties must be submitted to the legal counsels of the Company for examination and signed only after the legal counsels examine them to be correct, express the opinions thereon, and report on them to the leaders of the Company for approval.

The examination of contracts shall be subject to the principle integrating the legality, feasibility and profitability.

Each person handling a contract and each examiner shall express his/her examination opinions and make signatures on the Form for Examining Legal Documents (see Annex 2), and then only after the contract is approved by the leaders of the Company, may it be submitted for the signature by the other party, and eventually for the signature by the financial department of the Company.

Article 13 The examination of a contract shall be carried out under the following procedures:

1.The examination by the person handling the contract on his/her own;

2.The examination by the responsible person of the department or branch handling the

contract;

3.The examination by the legal counsels of the Company;

4.The examination by the vice-president of the Company in charge;

5.The approval by the president of the Company; and

6.The signature by the legal representative or president of the Company or the representative

with the authority to do so.

See Annex 1 for the specific working process of examining legal documents.

Article 14 A contract shall have legal binding upon legal signing, and must be complied with strictly and performed in all respects. If some matter is not included or is not clear in a contract, the matter may be handled in accordance with the relevant provisions of the P.R.C Contract Law.

Article 15 A contract may be modified or rescinded after both parties to a contract reach a consensus thereon, or a legal or agreed mater therefore occurs.

Article 16 The modification or rescission of a contract may be handled, mutatis mutandis, under the procedures for entering into contracts.

Chapter III Handling of Contracts Disputes

Article 17 After a contract dispute arises between parties to the contract, the persons handling the contract shall be responsible for settling the contract dispute on a coordination basis under the assistance of the legal counsels.

Article 18 A contract dispute shall be settled through consultation and negotiation as far as possible in order to reduce the litigation costs.

Article 19 The contract dispute that is really unable to be settled through consultation may be submitted to the competent court or arbitration for mediation, judgment or arbitration. The specific proposal for handling the same shall be drafted under the guiding opinions of the legal counsels, and reported on to the leaders of the Company for approval.

Article 20 If we still have the objections to the effective judgment or arbitral award rendered by the court or arbitration institution, we shall make an appeal legally under the opinions of the legal counsels of the Company. If the other party refuses to perform the judgment or arbitral award that has become effective, we may apply to the court for enforcing the judgment or arbitral award. If an application for such enforcement will be filed, the legal opinions hereon shall be produced by the legal counsels of the Company and reported on to the leaders of the Company for approval.

Chapter IV Management of Contract Archives

Article 21 The persons handling contracts shall establish and keep detailed projects archives completely, including the projects proposals, feasibility study reports, contracts drafts, telephone records minutes. Letters exchanged between parties, the relevant documents and official replies from governments, relevant rights certifications or certificates at the stage of entering into contracts and the archives contents relating to the performance of contracts.

Such faxes of material letters received shall be copied and kept in archives together with the copies thereof in order to avoid the vagueness and even disappearance of words thereon with the lapse of time.

Article 22 The legal counsels of the Company shall establish the contracts archives and contract examination archives for the contracts counterparts and contracts performance reports submitted by the persons handling the contracts.

Article 23 The legal working persons set up by each branch specially shall be responsible for the contract archives management for their respective branch and accept the professional guidance of the legal counsels of the Company.

Article 24 The originals of contracts shall be managed by the financial department of the Company on a unified basis. Each department shall realize the electronic management of

contracts to improve the efficiency of contracts management.

Article 25 If a person handling contracts or a contracts archives manager is deployed or leaves his/her post, he/she shall follow timely the delivering procedures in relation to the management of contracts archives.

Chapter V Supplementary Rules

Article 26 The Company shall be responsible for interpreting and revising these Procedures, which shall be implemented on a trial basis as of the date when they are distributed to each department or branch of the Company.