Article 1 Shanghai Association of Enterprises with Foreign Investment, Automotive Branch ("Automotive Branch" or "the Branch") is a sub-association of Shanghai Association of Enterprises with Foreign Investment ("SAEFI") rather than an independent legal entity. Automotive Branch will carry on its work under the guidance of SAEFI

Article 2 The Automotive Branch shall comply with the Chinese laws, rules, regulations, and state policies as well as Articles of Association of SAEFI. Under the guidance of SAEFI and in combination with the Sino-foreign cooperation practice in automotive industry, Automotive Branch shall protect the legal rights and interests of its member enterprises and their shareholders;promote the communication and understanding between Chinese and foreign partners and between members and their superior administration and relevant government departments, play the role of "Service, Representation, Bridge and Coordination" and facilitate its member enterprises actively participating in the development and globalization of Shanghai Automotive Industry.

Article 3 The major tasks of the Automotive Branch are as follows:
(1) Publicizing the state and municipal laws, rules and regulations on policies of opening-up and reform as well as policies promulgated as guidelines for foreign investment in automotive industry in China.
(2) Providing information and consulting service in the area of automotive industry to its members.
(3) Offering opportunities for its member enterprises to exchange experiences on contracts implementation, operational management and mutual cooperation between Chinese and foreign partners for the purpose to form a good atmosphere of learning from each other among the members and thus to improve the quality of cooperation in enterprises with foreign investment in Shanghai automotive industry.
(4) Safeguarding the legal rights and interests of its member enterprises and their investors at home and abroad by listening to their requests, suggestions and opinions, and forwarding them to the relevant superior administration and government departments in order to create a better environment for further foreign investment in Shanghai automotive industry.
(5) Studying policies on China's entering WTO and on further utilizing foreign capitals in China's automotive industry; sponsoring various kinds of lectures, seminars and training courses needed by its member enterprises with the aim to enhance the personal quality and level of the management.
(6) Helping member enterprises to find appropriate foreign partners, providing information of potential partners; offering services to members who want to join delegations for investment promotion, which are organized by SAEFI or other social organizations.
(7) Arranging various forms of get-together activities in order to strengthen mutual understanding and support between member enterprises and relevant government departments, members and international automotive corporations or groups, to create a fair competition environment and to enhance mutual friendship, cooperation and understanding.
(8) Undertaking tasks or work assigned by SAEFI and the municipal government.

Article 4 The Automotive Branch has a Chairman and several Vice Chairmen. The Chairman and Vice Chairmen shall be recommended by member enterprises of Automotive Branch and approved by SAEFI, or appointed directly by the Council of SAEFI.
The Chairman is responsible for daily administration work of Automotive Branch. The Vice Chairmen shall assist the Chairman with his work. The term of office of the Chairman and Vice Chairmen shall be determined by the Council of SAEFI and shall not be longer than the term of office of the SAEFI Council. The Chairman should appoint one Vice Chairman to take over his responsibility when he is unable to practice his responsibility regularly.

Article 5 Chairmen's Conference of Automotive Branch, consisted of Chairman and Vice Chairmen, is the highest authority of the Automotive Branch for decision making. All major decisions of Automotive Branch must be reviewed and agreed by the Chairmen's Conference.

Article 6 In accordance with the Articles of Association of SAEFI, the membership of Automotive Branch shall be the part of members of SAEFI whose business is related to automotive industry. Automotive Branch can also initiate new members from the society. The newly admitted members should be those whose business scope is related to the manufacturing of whole vehicle or automotive parts and components. Initiating members from existing SAEFI members need to be approved by the Chairmen's Conference of Automotive Branch and filed with the Council of SAEFI. Initiating members from the society shall follow the procedures set by SAEFI. The procedure is that the applicant hands in an application form to the Automotive Branch, then the Branch shall submit it to SAEFI for approval. After the approval of SAEFI, the applicant will become a member of SAEFI and a member of Automotive Branch as well. In addition, the Automotive Branch may develop a certain number of "Connection Membership".

Article 7 Under the leadership of the Chairmen's Conference, there is an administrative body called secretariat which includes a secretary-general and a few deputy secretaries-general in charge of routine matters of the Automotive Branch. Fulltime staffs in the secretariat can be employed by the Branch or appointed by SAEFI.

Article 8 Membership fees of Automotive Branch are collected by SAEFI. Funds for activities organized by Automotive Branch are subsidized by SAEFI according to circumstances or to certain agreement between Automotive Branch and SAEFI. Automotive Branch can increase its income by offering paid services or accepting donations in order to carry out its activities. Financial management of Automotive Branch shall be under the guidance and supervision of SAEFI.

Article 9 Any changes in chairmanship, location, name and business scope of Automotive Branch should be approved by the Chairmen's Conference of the Branch and then submitted to SAEFI Council for approval. SAEFI should apply for the approval of these changes in accordance with the 《Regulations for Registration and Administration of Social Mass Organizations》and《Registration Procedures for Branches and Representatives of Social Mass Organizations 》in the relevant administrative authorities.
Termination of Automotive Branch shall be resolved by the Council of SAEFI or resolved by the Chairmen's Conference of Automotive Branch and then approved by the Council of SAEFI , and SAEFI shall deal with the registration cancellation application procedures in the relevant administrative authorities.
SAEFI shall be responsible to deal with the necessary miscellaneous issues after the termination of Automotive Branch, and the leftover property of Automotive Branch shall then be taken over by SAEFI.

Article 10 The amendment of this Working Rules of Automotive Branch must be approved by the Council of SAEFI, and then submitted to the relevant administration and registration authorities for their review and approval.

Article 11 The right to interpret the Working Rules of Automotive Branch belongs to the Council of SAEFI.

SAEFI, Automotive Branch Jan. 28, 2003