BUSINESS LICENSE OF INCORPORATION(Copy)Registration No.: QDGFZ No. 000605 Name of Company: Kraft Foods (China) Co., Ltd.Domicile: F/12, IBM Tower, Pacific Century Place, 2A Gong Ti Bei Lu,Chaoyang District Beijing 100027, ChinaLegal Representative: Mark ClouseRegistered Capital: (paid-up) One Hundred and Eighty Million, Six Hundred and SeventyThousand, Three Hundred and Ninety Five US Dollars(US$180,670,395)Type of Business: Wholly Foreign-owned EnterpriseScope of Business:1. To invest in the Food & Beverage sector;2. To offer the invested enterprises with following services entrusted in writing by them(unanimously passed at the meeting of the Board of directors):(1) To assist the enterprises invested by the factoring company to purchasemachinery equipment, office equipment, as well as the materials, elements,components and parts required for production from home and abroad markets for their own use, and sell the products of the invested enterprises to home and abroad markets, and offer after-sales services;(2) To balance the foreign exchange between the invested enterprises, by theconsent and under the supervision of under the exchange control authority;(3) To offer technical support, staff training, corporate inner HR management andother services to the invested enterprises in the process of production, salesmarket development of products; and(4) To assist the invested enterprises to seek loans and make guarantees;3. To establish scientific research and development centers or departments within China,to be engaged in R&D of new products and hi-new technologies, to transfer R&D achievements, and to offer corresponding technical services;4. To offer consulting services to the investors, to offer investment-related consultingservices such as market information and investment policies to connected companies;5. To offer financial supports to the invested enterprises established by the approval ofthe People’s Bank of China;6. To operate in following businesses approved by the Ministry of Commerce of thePeople's Republic of China:(1) To offer the invested enterprises with following services entrusted in writing bythem (unanimously passed at the meeting of the Board of directors): to sell the products of the invested enterprises to home and abroad markets by means ofdistribution, and offer the invested enterprises with transportation, storage and other comprehensive services;(2) To export domestic goods not involved in export quotas or licenses control, byagency, distribution or establishment of export procurement;(3) To purchase products from the invested enterprises and sell them to home andabroad markets after system integration. If the products of the investedenterprises cannot fully meet the requirements of system integration, products valuing not more than 50% of all those are required for system integration can be procured from home and abroad, which form part of the system integration;(4) To offer related technical trainings to the domestic dealers and agents of theproducts of the invested enterprises, as well as the domestic companies and enterprises which have signed technology transfer agreements with this Companyand investors;(5) To import a small number of products without administered import quotas fromparent company, which are identical or similar to the products of the investedenterprises, for trial sales in domestic markets, in order to develop productmarkets before the invested enterprises going into production or before new products of the invested enterprises put into production;(6) To offer operating leases services for machinery and office equipment to theinvested enterprises;(7) To offer after-sales services for the products of the investors;(8) To be engaged in other operations to the extent that Chinese laws permitforeign-owned investment companies to be so engaged;7. To import the products of the parent company and its controlled affiliates and sell(excluding retail) the same in domestic markets;8. To import the materials, parts and fittings to service the products of the investedenterprises or multinational corporations;9. To undertake the businesses outsourced by domestic and international enterprises;10. To be engaged in logistics pursuant relevant regulations;11. To set up financial companies by the approval of China Banking RegulatoryCommission, in order to offer related financial services to investment companies and their invested enterprises;12. To be engaged in overseas projects contracting business and overseas investment, bythe approval of the Ministry of Commerce of the People's Republic of China, and set up investment leasing companies offering related services;13. To entrust other domestic enterprises to manufacture and process the products of thisCompany or the parent company, and sell the final products at home and abroad; and 14. To operate in other business approved by the Ministry of Commerce of the People'sRepublic of China.Branch Offices: Beijing Branch, Harbin BranchOperating Period: 50 years from Aug 28, 1995 to Aug 27, 2045Date of Establishment: Aug 28, 1995Notes1. The “Business License of Incorporation”is a document certifying the corporatecapacity and lawful operation of the enterprise concerned;2. The “Business License of Incorporation” will be executed in two counterparts, one isoriginal and the other is a copy, and once executed they will have the same legal force and effect;3. The Business License should not be forged, altered, leased, lent, or transferred; andshould not be detained, captured or revoked by any of other organizations and individuals, except by the registration authority;4. The legal entity shall operate within the scope of business as approved and registered;5. The legal entity shall apply to the original registration authority for change ofregistration, promptly upon the occurrence of change in registered particulars;6. The registration authority will execute annual inspection on the legal entity from Jan 1to Apr 30 of each year; and7. Both counterparts of the Business License will be returned to the issuing authority,when the enterprise is deregistered. And the Business License will automatically become ineffective once revoked by the registration authority.ANNUAL INSPECTIONS ON THE LEGAL ENTITY:2004, Annual Renewal, inspected by the State Administration for Industry & Commerce 2005, Annual Renewal, inspected by the State Administration for Industry & Commerce The Business License of Incorporation is issued by the State Administration for Industry & Commerce of the People’s Republic of China on Dec 17, 2005.。
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