Arbitration Rules of China Guangzhou Arbitration Commission

Chapter I General Provisions

Article 1 Purpose and Basis

The CGAC Arbitration Rules (the “Rules”) are formulated in accordance with the Arbitration Law of the People’s Republic of China (the “Arbitration Law”) and other relevant laws and regulations in order to arbitrate civil and commercial disputes and safeguard the legitimate rights and interests of all parties in a fair and timely manner.

Article 2 Name, Organization and Duties

(1) China Guangzhou Arbitration Commission (“CGAC”) is an arbitration institution which has duly gone through necessary registration and filing procedures in Guangzhou of China and is responsible for resolving contractual disputes and other disputes over property rights or interests arising among natural persons, legal persons and other organizations as subjects with equal status.

(2) Where the parties agree either to refer a dispute to any of the specialized arbitration courts (such as Guangzhou Court of International Arbitration, Guangzhou Court of Internet-based Arbitration, Guangzhou Court of Financial Arbitration, Guangzhou Court of Intellectual Property Arbitration and China Guangzhou Arbitration Court of International Shipping, each and all located in China) for arbitration purposes or to designate the institution who uses the former name of CGAC or any of the aforesaid specialized arbitration courts as the arbitration organization, they shall be deemed as having agreed to have the dispute arbitrated by CGAC.

(3) CGAC shall establish its Dongguan Sub-Commission in Dongguan City of Guangdong Province, and establish its Zhongshan Sub-Commission in Zhongshan City of Guangdong Province.

(4) CGAC shall, through collaboration with other entities, establish China Nansha International Arbitration Center in Nansha District, Guangzhou City, Guangdong Province. Nansha International Arbitration Center operates as a non-profit platform of international arbitration.

(5) Where it has been agreed to have a dispute arbitrated by CGAC, CGAC shall accept an application for arbitration (the “Application for Arbitration”) and administer the case. Where it has been agreed to have a dispute arbitrated by a sub-commission of CGAC or to designate the institution who uses the former name of a sub-commission of CGAC as the arbitration institution, the agreed sub-commission of CGAC shall accept the Application for Arbitration and administer the case accordingly, unless otherwise agreed by both parties. In case of any dispute in connection therewith, a decision thereon shall be made by CGAC.

(6) For the convenience of the parties, CGAC may accept an application and relevant documents filed by the parties for arbitration to be conducted by the agreed sub-commission of CGAC, and a sub-commission of CGAC may accept an application and relevant documents filed by the parties for arbitration to be conducted by CGAC. The above Application for Arbitration and documents in relation thereto, being so accepted, shall be remitted to CGAC or the agreed sub-commission thereof in order to administer the case accordingly, except for cases handed over by CGAC to a sub-commission thereof for the convenience of case administration.

Article 3 Scope of Acceptance

(1) Any contractual disputes and other disputes over property rights or interests arising among natural persons, legal persons and other organizations with equal status may, according to applicable laws, be referred to CGAC for arbitration.

(2) The following disputes shall not be accepted by CGAC:

(a) Labor disputes;

(b) Disputes over agricultural contract arising within rural economic collectives;

(c) Disputes over marriage, adoption, guardianship, fosterage or inheritance;

(d) Administrative disputes to be handled by administrative authorities pursuant to applicable laws.

(3) Where, upon hearing, a dispute is determined by the tribunal to fall under any of the descriptions in the above Paragraph (2) of this Article, the Application for Arbitration shall be dismissed pursuant to applicable laws.

Article 4 Application of Rules

(1) The Rules shall uniformly apply to CGAC and its sub-commissions.

(2) Where the parties agree to refer a dispute to CGAC or a sub-commission thereof for arbitration, they shall be deemed as having agreed to have the dispute arbitrated pursuant to the Rules. In case the parties have agreed otherwise on arbitration procedural matters or rules applicable to arbitration, their agreement shall prevail unless such agreement is unenforceable or conflicts with any mandatory stipulations under the laws and regulations applicable at the seat of arbitration. Where the parties agree to apply other arbitration rules, CGAC or its sub-commission shall perform their respective administrative duties.

(3) In relation to any matters not expressly stipulated under the Rules, CGAC, its sub-commission or the Arbitral Tribunal shall have the right to conduct the arbitration proceedings in adherence to the principle of enabling the dispute to be resolved in a fair and timely manner.

Article 5 Duties of Chairperson

(1) The Chairperson of CGAC (the “Chairperson”) shall perform his or her duties stipulated under the Arbitration Law and the Rules.

(2) The Deputy Chairperson or Secretary-General of CGAC may, with the Chairperson’s authorization, perform the duties of the Chairperson on its behalf, except for the appointment of arbitrators and the right of deciding on whether an arbitrator shall be challenged.

Article 6 Panel of Arbitrators

(1) CGAC shall, pursuant to the eligibility requirements stipulated under the Arbitration Law, appoint arbitrators from among those personnel equipped with professional knowledge and experience and establish a panel of arbitrators (the “Panel of Arbitrators”).

(2) Where necessary, CGAC shall establish a panel of specialized arbitrators which aims merely to describe the expertise of these specialized arbitrators without affecting the parties’ appointment of arbitrators.

(3) CGAC’s Panel of Arbitrators shall be applicable to CGAC and its sub-commissions.

(4) Where the parties appoint or agree to nominate a person from outside of the Panel of Arbitrators as an arbitrator, such person may serve as an arbitrator only upon confirmation by the Chairperson of CGAC.

Article 7 Seat of Arbitration

(1) Unless otherwise agreed on by the parties, the seat of arbitration shall be the place where CGAC or its sub-commission is located. CGAC may designate another place as the seat of arbitration based on the specific circumstances of the case.