BUY-BACK PROVISIONS



An annual meeting of Shareholders will be required to occur in April or May of each year. The notice will precede the meeting by at least four weeks and will include audited financials of the preceding fiscal year (which will be identical to the Western calendar year).

In the event of Sales in excess of 100,000,000 RMB and earnings in excess of some amount to be set by the Board of Directors, such as 10,000,000 RMB, the Company will offer effective at the Shareholders' meeting and for 60 days, thereafter, a Buyback of outstanding Common Stock Shares under the following terms:

Each holder of shares will be offered a prorata share (the same as their percentage of authorized, not issued, shares) of half of the previous year's earnings, in exchange for 10% of their current holdings. The accepting shareholders must accept within 60 days. If they accept, their 10% of shares become Treasury Shares of the Company, otherwise, they have no change in their holdings. Payment by the Company will be prompt (within 30 days) of receipt of the acceptance and the appropriate common stock certificate.

This has the effect of liquidating for 5 times last year's earnings which is considerably below the Company's expectation of 15 times earnings, however, it does enable pre-public liquidity. The Company, may, in turn, sell such Treasury Shares at a windfall profit. These facts, the Company's audited condition being known at the time of the Shareholder's decision, and a statement regarding the Company's prospects are expected to constitute the basis of an informed decision by the Shareholder, in lieu of an offering memorandum.



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