1、bj-25398 v4 MORRISON (2) Electing and changing the directors and deciding the matters relating to their remuneration;(3) Electing and changing the supervisors assumed by representatives of the shareholders and deciding the matters relating to their remuneration;(4) Deliberating and approving reports
2、 of the board of directors; (5) Deliberating and approving reports of the board of supervisors;(6) Deliberating and approving annual financial budget plans and final account plans of the company;(7) Deliberating and approving the companys profit distribution plans and loss recovery plans;(8) Making
3、resolutions about the increase or reduction of the companys registered capital;(9) Making resolutions about the issuance of corporate bonds;(10) Adopting resolutions about the merger, split-up, dissolution and liquidation of the company;(11) Amending the articles of association of the company;(12) O
4、ther matters that should be decided by the shareholders meeting pursuant to laws and regulations.5. Board of Directors The company shall set up the board of directors, which shall be responsible for the shareholders meeting. The board of directors shall be composed of 9 directors, including a chairm
5、an and a vice-chairman. The initial board composition shall be recommended by the promoters. The candidates for the later board shall be nominated by the previous board and elected and dismissed by the shareholders meeting. The chairman and vice-chairman shall be elected and dismissed by a majority
6、of all the board members. The chairman of the board shall be the legal representative of the company. The directors shall serve a term of 3 years and may be re-appointed. The board of directors shall exercise the following functions:(1) Convening the shareholders meetings and reporting thereto;(2) I
7、mplementing resolutions of the shareholders meetings;(3) Determining the operational plans and investment plans of the company;(4) Working out the companys annual financial budget plans and final account plans;(5) Working out the companys profit distribution plans and loss recovery plans;(6) Working
8、 out the companys plans on the increase or reduction of registered capital and the issuance of corporate bonds and other securities, as well as listing plans;(7) Working out the companys plans on significant purchase, purchase of the companys shares or merger, split-up or dissolution;(8) Deciding on
9、 the establishment of the companys internal management departments;(9) Employing or dismissing the companys general manager, and, according to the nomination of the general manger, employing or dismissing the companys deputy general manager(s), financial controller and chief accountant, and deciding
10、 on their remuneration and punishment;(10) Employing or dismissing the secretary of the board of directors of the company;(11) Working out the companys basic management system;(12) Working out amendments to the articles of association of the company;Preliminary Due Diligence Document Request Listbj-
11、25398 v4 7MORRISON (14) Appointing directors and other senior management personnel which shall be dispatched by the company to enterprises to which the company is the controlling shareholder or a shareholder, or to the branches of the company;(15) According to the needs of the company, the board of
12、directors may authorize the chairman of the board to exercise part of the powers of the board of directors during its close period;(16) Other functions as specified in the articles of association, laws and regulations and as authorized by the shareholders meeting.6. General Manager The general manag
13、er shall be responsible for the daily operation of the company and be responsible for the board of directors. The general manager shall serve a term of 3 years and may be re-appointed. The general manager shall have the following scope of authorities:(1) Taking charge of the management and operation
14、s of the company, organizing the implementation of the resolutions of the board of directors;(2) Organizing the execution of the companys annual operational plans and investment plans;(3) Drafting plans on the establishment of the companys internal management departments;(4) Drafting the companys ba
15、sic management system;(5) Formulating the companys concrete bylaws;(6) Proposing to hire or dismiss the companys vice manager(s) and person in charge of finance;(7) Drafting the rules of the company on employment salaries, benefits, rewards and punishments, and deciding on the employment and dismiss
16、al of employees of the company;(8) Recommending to the shareholders meeting and the board of directors the professional advisors to be engaged by the company;(9) Proposing to convene the interim meetings of the board of directors;(10) Other powers authorized by the board of directors.7. Board of Sup
17、ervisors The company shall set up a board of supervisors, which shall be composed of 5 supervisors. 2 supervisors shall be representatives of the employees of the company. The supervisors shall serve a term of 3 years and may be re-appointed. The board of supervisors shall exercise the following fun
18、ctions:(1) To check the financial affairs of the company;(2) To supervise the acts of the directors, managers and other senior management personnel that are in violation of the laws, regulations or the articles of association when executing their duty-related acts;(3) To demand any director, manager
19、 or other senior management personnel to make corrections if his act has injured the interests of the company, and if necessary, to report such act to the shareholders meeting or the relevant governmental authority in charge;(4) To propose to call interim shareholders meetings;(5) To present on the
20、meetings of the board of directors;(6) Other duties as set out in the articles of association or authorized by the shareholders meeting.8. Profit Distribution After payment of income tax, the profits of the company shall be distributed in the following sequence:(1) To cover losses carried over from
21、previous years;Preliminary Due Diligence Document Request Listbj-25398 v4 8MORRISON (3) To allocate 5-10% as statutory welfare reserve;(4) To allocate discretionary welfare reserve according to the resolutions of the shareholders meeting;(5) To distribute to the shareholdersList of All Delivered Doc
22、uments Be sure to make such a list as an important attachment, and let the investor know that which kind of documents you have read and examined for the report, and they may request some of the documents from you if necessary.I also bring to you a formal DD Report, each of you can take a look at it,
23、 and then give it back to me after class. Preliminary Due Diligence Document Request Listbj-25398 v4 9MORRISON guarantee contracts between and ABC; documents and governmental approvals relating to the waste water treatment plant of , except for the filing certificate and turn-key contract.To underta
24、ke our review and examination of the documents, we assume without further inquiry that 1) the copies of the documents submitted to us conform to the original versions of the documents; 2) no further amendments to such documents have been undertaken, unless otherwise provided; and 3) the signatures,
25、chops and seals on all documents bearing signatures, chops or seals are genuine and were legally made.Interviews with the ManagementWe visited on 200 and had interviews with the following management personnel of during our field work and followed by a number of telephone conversations with , the con
26、trolling shareholder and Chairman of the Board, and Mr. , Executive Deputy General Manager. The general impression we received from the management in the course of conducting the interviews was that they were keen to assist and forthcoming in relation to the information required. Preliminary Due Dil
27、igence Document Request Listbj-25398 v4 14MORRISON Formation of the WFOE:一般性公司文件; 独资公司成立文件:1.1 A list and organizational chart of any subsidiaries, affiliates, parent, or predecessor entity of Group Company, specifying corporate name, jurisdiction of incorporation, relationship to each of other Grou
28、p Companies, Business, and the percentage ownership of voting securities. Please specify whether any PRC State-owned entity or public shareholders hold any equity interest in the relevant Group Company or any subsidiaries, affiliates, parent, or predecessor entity such Group the Company. If so, plea
29、se provide all documents related to such State-owned interests, including without limitation any government approvals for the use of State-owned assets as capital contribution to such Group Company; and PRC government approvals related to the issuance of shares to the public by such Group Company. 集
30、团公司和所有子公司、关联公司、母公司或前身实体的关系网络图表以及清单，说明其名称，注册地点、与其他集团公司及业务之间的关系、以及持有表决权股票的比例。并请说明集团公司及任何子公司、关联公司、母公司或前身实体是否有国有单位或公众股东控股或参股。如有，请详细提供相关证明文件，包括但不限于相关政府有关国有资产出资入股及公共发行股票的批文。Group Companies Chart公司相互关系图Preliminary Due Diligence Document Request List28MORRISON & FOERSTER LLPPreviously Provided已经提供Provided H
31、erewith本次提供To Be Provided今后提供Not Applicable不适用1.2 Charter documents, as amended since each Group Companys formation, including memorandum and articles of association of such Group Company as originally adopted and filed and all amendments thereto.自每一个集团公司组建以来的章程性文件，包括该集团公司最初制定和备案的公司章程以及所有之后的修订本。1.2.
32、1 Lawspirits Chart and its amendments1.2.2Lawspirit Groups Chart and its amendments 1.2.1 视频公司章程及章程修正案1.2.2 集团公司章程及章程修正案Preliminary Due Diligence Document Request List29MORRISON & FOERSTER LLPPreviously Provided已经提供Provided Herewith本次提供To Be Provided今后提供Not Applicable不适用1.3 Minutes of all meetings,
33、and all written consents, of (a) each Group Companys Board of Directors, (b) any committee of the Board of Directors and (c) the shareholders, since the inception of such Group Company.自每一个集团公司成立以来的全部(a) 公司董事会、(b) 董事会的任何委员会和(c) 股东会议的会议记录和全部书面决议。Lawspirit shareholders resolutions (7), temporary 视频公司股
34、东会决议（7 次） 、shareholders resolutions (4)and the notice of new Board and Supervisors 临时股东会决议（4 次）及新一届董事会、监事会通知Preliminary Due Diligence Document Request List30MORRISON & FOERSTER LLPPreviously Provided已经提供Provided Herewith本次提供To Be Provided今后提供Not Applicable不适用1.4 Stock ledger and copies of stock cert
35、ificates, option certificates, warrants and any other outstanding securities issued by each Group Company.每一个集团公司发行的股东名册、股权证书复印件、股票期权证、认股证和其他集团公司发行的证券。Note: The company never issued stocks, options .securities .Forequity structures See 1.3 说明：公司未发行过股票、期权、证券，股权结构参见 1.31.5 Samples of any certificates
36、representing securities of each Group Company, which certificates have been approved by the Board of Directors.每一个集团公司经过董事会批准的任何证券证明。Note: The company never issued securities 说明：公司未发行过证券1.6 A list of each jurisdiction in which each Group Company does business (e.g. makes sales, operates a sales office or where its employees reside) or is authorized or qualified to do business and a brief summary of their activities in each jurisdiction.每一个集团公司从事业务或被授权或有资格从事业务的各个司法管辖区（例如，从事销售、经营销售办事处或集团公司雇员所在区域）的名单，以及对其在上述司法管辖区内从事活动的简要介绍。Corporate Business Chart公司业务关系图
