ICBC E-banking Corporate Client Service Agreement

Party A: ________________________________________________

Party B: ICBC____________

To specify the rights and obligations of both parties and standardize the business behaviors of both parties, Party A and Party B reach the following agreement with respect to E-banking under the mutual benefit principle.

Article I Definitions
The following terms have the meaning specified in the agreement.

"E-banking" refers to the virtual bank providing clients with self-service financial service through network and electronic terminals. ICBC E-banking provides clients with inquiry, account transfer, financing and payment and settlement through telephone banking, Internet banking and mobile phone banking.

"Client certificate" refers to the electronic document storing client's identity mark and making digital signature on the E-banking trading information sent by clients

"Enterprises" refers to enterprises and undertaking and other units opening account in ICBC.

"Subsidiaries" refers to the subsidiaries, branches, offices, sales offices, representative offices or other related organs that Party A can effectively control, dominate or manage in term of finance and opening deposit and loan accounts In party B.

"E-banking business instructions" refers to the requirements of inquiry and account transfer sent to the bank through the network with client number (card number), or client certificate and the related password.

"Power of Attorney for Account Inquiry and Account Transfer" refers to the written certification documents that Party A's subsidiaries authorize Party B to provide Party A with their account information or meanwhile authorize Party B to transfer funds from their account according to the E-banking business instructions of Party A.

Article II Rights and obligations of Party A
I. Rights
(I) Party A willingly applies to register the E-banking of Party B and has right to enjoy different services under according to different registered item with approval of Party B.

(II) Party A has right to inquire about eh account information or transfer funds from the account of the subsidiaries through E-banking channels who sign Power of Attorney for Account Inquiry and Account Transfer and according to the authorization of the subsidiaries.

(III) Party A has right to cancel the E-banking within the registration term.

(IV) When the agreement is terminated or suspended within the service term, Party A doesn't have to return the
client certificate and the card reader.

(V) If Party A has question, suggestion and advices on the E-banking of Party B, it can make consultancy and complaint by dialing 95588, or accessing Party B's website or going to the business offices of Party B.

II. Obligations
(I) Party B must abide by ICBC E-banking Regulations when dealing with E-banking businesses.

(II) Party A shall provide related materials and fill in related application form and seal the reserved bank seals. Party A shall guarantee the authenticity, correctness, and completeness of the application filled and materials provided when registering, canceling and modifying the E-banking.

(III) When Party A receives client certificate, Party A shall confirm and return the Receiving Slip of Corporate
Internet Banking Client Certificate and notice the bank to defreeze the client certificate.

(IV) Party A must appoint a person to properly keep and use client number (card number) password, and client certificate, and must not let other use them and the appointed personal should take the full responsibility for operation with client number (card number) password, and client certificate.

(V) If the Party A's client certificate is damaged, locked, lost or the password is disclosed when using the E-bankings, it should go through the replacement, unlock, loss reporting or password resetting in the business offices in time. Before completing the procedures, Party B shall take the responsibilities for the consequences caused.

(VI) When Party A uses the E-banking, if the provided materials need altering, as adding (canceling) subsidiaries, adding (canceling) account number, altering the opening account, account number of account name of the subsidiaries, Party A should go through the related procedures in time. Before completing the procedures, Party A shall take the responsibilities for the consequences caused.

(VII) If Party A finds error in processing of E-banking business instructions by Party B, it should promptly notice the Party B.

(VIII) When using Party B's E-banking, Party A shall pay various fees in accordance with the charge standards of ICBC E-banking business and agree Party B to actively deduct and collect from the account of Party A.

(IX) Party A must not refuse making payment to Party B on account of disputes with a third party.

(X) Party A shall not intentionally defame and damage Party B's reputation or hostilely accuse Party B's E-banking.

(XI) When Party A deals with E-banking businesses, if the service functions used involves in other business regulations or rules, Party A should abide by them as well.

Article III Rights and obligations of Party B
I. Rights
(I) Party B has right to decide whether to accept Party A's registration application according to Party A's credit standing.

(II) Party B has right to specify the charge standards of the E-banking businesses and publicize them on the website and in the business offices. The charge standards are subject to change without prior notice.

(III) Party B has right to upgrade and rebuild the E-banking system.

(IV) With respect to untimely payment, non-compliance of related business regulations or ill-intentional operation, defaming, and damage of Party B's reputation, Party A has right to solely terminate providing E-banking to Party A and reserves the right to claim Party A's responsibilities.

(V) If some subsidiaries of Party A have listed but not signed Power of Attorney for Account Inquiry and Account Transfer in the related application form, party B shall not be responsible for providing Party A with unauthorized E-bankings.

(VI) Party B shall deal with businesses according to Party A's E-banking business instruction and the time making account transfer should follow the processing time in Party B's E-banking system. All the operations made with Party A's client number (card number), password and client certificate are deemed as acting by Party A. The electronic information record produced from the operations is the valid documents that Party B deals with E-banking businesses.

(VII) Party B shall not take the responsibilities for failure in correct operation of E-banking business instruction submitted by Party A in one of the following cases.
1. Party B receives unclear instructions with mistaken and incomplete codes.

2. The account deposit balance or the credit amount of the Party A is not enough.

3. The funds in Party A's account is frozen or deducted.

4. Party A fails to make correct operation in accordance with Party B's related business regulations.

5. The responsibilities caused by force majeure or non Party B's faults.

(VIII) Party B shall not return the related fees paid to Party A when the agreement is terminated or suspended during the valid term.

II. Obligations
(I) Party B takes responsibility for the legality of the related software used in the E-banking.

(II) Party B takes responsibility for timely registration of E-banking for Party A and provides related E-bankings according to Party A's registration functions.

(III) Party B is responsible for providing Party A with consultancy on E-bankings and publicizing introductions of functions, questions and answers and trading rules, etc, on the Party B's website.

(IV) Party B is reliable for the confidential of the application materials and other information related to party A, unless otherwise specified by laws and regulations.

(V) After Party B approves Party A's application, Party B should promptly provide Party A with the clients certificate and password and guarantee the client certificate to be in the frozen state before the providing.

(VI) Under the normal conditions of Party B's E-banking and funds settlement system, Party B is responsible for timely and correctly processing the E-banking business instructions sent by Party A. Party B provides the following services.
1. 24-hour Internet inquiry service.

2. Real time processing the Intra-city payment instructions within the system sent by Party A and realized real time account arriving.

3. Real time processing the Inter-city urgent payment instructions within the system sent by Party A and realizing account arriving within 2 hours. And processing the common instructions on the day and realizing account arriving before the next day.

4. Processing the intra-city/inter-city payment instructions out of the system sent by Party according to the related regulations of People's Bank of China.

(VII) Party B shall immediately make a survey and notify the Party A of the survey result promptly if Party B receives the problems set forth by the party A with respect to E-banking businesses.

(VIII) In case of delayed payment and settlement resulted from negligence, Party B should make the compensation according to related regulations of "Payment and Settlement Measures" of People's Bank of China.

Article IV Applicable legal terms
Laws of P.R.C are applicable for the construction, effect, performance and interpretation of the agreement. The generally-accepted financial practices are applicable to the terms not specified by laws.

The agreement is the supplement to the existing agreement and the arrangement of the Party B, instead of the substitution agreement. In case of discrepancies between the agreement and other exiting agreement and arrangement with respect to E-banking businesses, the agreement prevails.

Article V Settlement of disputes
The disputes arisen with connection to the performance of the agreement should be resolved through negotiation. If the disputes are not settled through negotiation, either party can submit arbitration in ____________ arbitration organization.

Article VI Modification and termination of the agreement
Addressing the system upgrading and function updating, Party B reserves the right to modify the agreement and its terms. The agreement and its term are subject to change without prior notice to Party A.

The E-banking provided by Party B is restricted by the state of Party A's registered account. If the account can't be used because of loss reporting, stop payment or account cancellation, the related service will be automatically suspended. When the state of Party A's card (account) resumes to be normal, Party B will provide the related service again.

The agreement is terminated when Party A completes the cancellation procedures of the Party B's E-banking.

In case of Party A's breach of the agreement or other business regulations of Party B, Party B has right to suspend or terminate the agreement. The termination of the agreement doesn't means the cancellation of the uncompleted trading instruction occurred before the termination nor eliminates any legal consequences brought by the trading before the termination.

Article VII Effect and operation of the agreement
The null or void of any terms of the agreement for any reason shall not affect the effect of other terms of the agreement.

The agreement comes into effect upon Party B providing client certificate and the password to Party A.