Joint Annual Inspection of Foreign Invested Enterprise (Year of 2006) Declaration: It is hereby stated that the enterprise is responsible for the authenticity of the annual report, balance sheet, income statement, and other documents submitted for this annual inspection. Enterprise Name: Harbin Zhonghelida Education Technology Co., Ltd Registration Number: D01420 Registration Body: Administration for Industry & Commerce of Harbin Development Zone Completion Date: June 12 th, 2007 Signature of legal representative: (Yu Xiqun in Pinyin) Enterprise Seal: Prepared by State Administration for Industry & Commerce of People s Republic of China HTTP://WWW.SAIC.GOV.CN Translation of Page 1 of 16
I. Registration Details Enterprise name Harbin Zhonghelida Education Technology Co., Ltd. Registration No. D01420 Zip Code 150090 Address No. 58, Hengshan Rd, Nangang District, Harbin, Heilongjiang Province Name of Investor Foreign investor China Education Alliance Inc. Country USA Scope of business Technological development, service and transfer of computer system integration and high-tech products; sales of new technological products developed by the company; consultancy of educational information Type of enterprise 5150- Company of limited liability (Solely owned by the foreigner) Name of legal representative Yu Xiqun CEO Yu Xiqun General Manager Yu Xiqun Date of establishment Aug. 09, 2004 Term of operation From April 8, 2005 To April 08, 2055 Was there a change in director or supervisor No Does the scope of operation involve items that require pre-registration administrative license Is the pre-registration administrative license valid Was there a change in record of director or supervisor filed No No No Translation of Page 2 of 16
II. Statement of Capital Contribution Total Investment Registered capital Actual Receipt Capital Chinese Part Foreign Part Chinese Part 4,060,400 USD 0 USD 4,060,400 USD 0 USD Forms of Investment Foreign Part 1,996,300 USD Currency Material Objects Intellectual Land User Property Others Amount (USD) 1,996,300 0 0 0 0 Payment to be made this year The registered capital availability Chinese 0 Payment Chinese 0 made this Foreign 1,300,000 year Foreign 1,300,000 Payments in Installments No Installments Until Chinese Foreign Chinese Foreign 1 Sep. 26, 2006 0 900,000 0 900,000 2 Oct 31, 2006 0 400,000 0 400,000 3 May 17, 2007 0 635,900 0 635,900 4 Reason for unpaid capital contribution Amount to be contributed by the Chinese investor with state-owned assets Pay in installments 0 RMB Translation of Page 3 of 16
III. Statement of Foreign Investment Name of investment enterprise Registration No. Registration body Investment amount (Ten Thousand Yuan) Proportion Investment mode Whether or not a controlling stake has been taken Beijing Hua Yu 1101031995632 Administration 0 70 Pay in No Hui Zhong for Industry & currency Technology Commerce of Development Harbin Co., Ltd Development Zone Translation of Page 4 of 16
IV. Statement of Branch Office Branch Name Registration Code Registration Agency Record Translation of Page 5 of 16
V. Statement of Annual Production and Operation Operating revenue 434,000 RMB Including: Business Income 400 RMB Domestic sales revenue Total tax Total profit 434,000 RMB Including: Turnover 400 RMB 77,000 RMB Including: custom 0-1,152,000 RMB Net profit -1,152,000 RMB Total assets Total liabilities 11,310,000 RMB Including: Long-term investment 703,000 RMB Including: Long-term liabilities Import and Export Conditions 700,000 RMB 0 Country (Region) Export Amount Import Amount Name of Audit Agency Harbin Zhonglong Certified Public Accountants Co., Ltd. The operation condition Preparation Open Yes Shutout Opening date Reasons for deficit and abnormal production Whether or not it involves contract operation No Aug. 09, 2004 Due to serious competition, there are several other software companies that are competing in the market Name of contractor Translation of Page 6 of 16
VI. Statement of Other Matters of Enterprise Enterprise Code 0109763180265 Industry Computer service, software Industry Code 6200 Enterprise Type Encouraged Permitted Restricted Yes An investment company An advanced technological enterprise Yes Yes No Involving exportable products Nr. Of 40 Including: Nr. Of 0 Nr. Of new 0 Employees Foreigners employees Approved Date April 07, 2005 Approved License [2005]0024 Nr. State Tax 230198763180265 Financial 2301010217 Registration Certificate Nr. registration certificate Nr. Local Tax 230198763180265 Customs 999999999 Registration Certificate Nr. registration certification Nr. Foreign 230000050916 Submit the No exchange financial annual register or quarterly certificate Nr. statement Translation of Page 7 of 16
VII. Statement of Foreign Exchange Account No. Including: No. of inter-city accounts Including: No. of foreign accounts Maximum limit Current Account 0 0 0 0 Capital Account 1 0 0 406.0400 Surplus reserves * foreign investment proportion Capital reserves * foreign investment proportion Profit * foreign investment proportion Deficit * foreign investment proportion Profit remitted offshore this year 164,200.1-506,801.6 0 314,587.9 0 Amount of equity transfer from Chinese shareholders to foreign shareholders this year Amount of foreign capital and foreign exchange registration transacted by foreign shareholders this year Amount of equity transfer from foreign shareholders to Chinese shareholders Accumulated amount of foreign credit this year Accumulated amount of foreign debt services this year 0 0 0 0 0 Completed by the foreign-capital enterprise only in this field Amount of investment allocated within the border Accumulated amount of investment allocated Returns on investment this year Accumulated amount of returns on investment of all years 0 0 0 0 Translation of Page 8 of 16
VIII. Review Form of Annual Audit Body Sufficient documents are submitted in accordance with related applicable laws so it s accepted. This is subject to your approval. Yang Fan June 11 th, 2008 Reviewer s opinion Agree Signature: June 12 th, 2007 Report date June 08, 2007 Reporter Gu Wanchun Phone 13313672330 Photocopy of Business License / Acceptance date June 11, 2007 Process server Receiver signature (Yang Fan) Date 12/06/2007 (Fu Dandan) Translation of Page 9 of 16
Liaison Information of Industrial and Commercial Registration Name Department Contact E-mail Address Fu, Dandan Office Landline: 82289115 Mobile: 13904658895 fudand@sina.com No. 58 Henshan Rd, Nangang District, Harbin City Zip Code 150090 Receiver of Internal Legal Documents Sent by Foreign Shareholders (Sponsors) Name Lian Haiyan Address Henshan Rd, Nangang District, Harbin City, Heilongjiang Province Zip Code 150090 Contact name Gu Wanchun Landline: 87005489 Contact Mobile: 13836175080 E-mail gwcddwz@hotmail.com Translation of Page 10 of 16
The Proof for Assigned Enterprise Annual Inspection Representatives or Entrusted Agent The name for representative or Entrusted agent: Fu Dandan Contact Phone: Landline 82289115 Mobile 13904658895 Commitment: Summit the Annual Check Report and other related materials Fetch the stamped Business License Scope of Power Entrusted: Do you agree the assigned representative or entrusted agent corrected the mistakes in the annual check report: Agree Not Agree The expiry date of assignment or commitment: From April 01, 2007 to April 01, 2008 (photocopy of ID card) April 01, 2007 State Administration for Industry & Commerce of the People s Republic of China HTTP://WWW.SAIC.GOV.CN HTTP://QYJ.SAIC.GOV.CN Translation of Page 11 of 16
Balance Sheet Compiled by: Harbin Zhonghelida Education Technology Co., Ltd. 31/12/2006 Unit: RMB Assets Row No. Amount at start of year Amount at end of year Liabilities and shareholders equity Current assets: Current liabilities: Cash 1 1,101,441.06 5,262,353.66 Short-term loans 32 Short-term investments 2 Notes payable 33 Row No. Amount at start of year Amount at end of year Notes receivable 3 Accounts payable 34 Accounts receivable 4 Advances from customers 35 Less : Provision for bad debts 5 Other payables 36 2,600,000.00 651,990.00 Net value of accounts receivable 6 Accrued wages 37 0.00 Accounts prepaid 7 Welfare funds payable 38 Subsidies receivable 8 Taxes payable 39 4,723.28 50,876.10 Losses to be recovered 9 Profits payable 40 Other receivables 10 2,676.38 442,100.00 Other unpaid expenses 41 46.00 422.00 Inventories 11 22,720.00 56,614.99 Accrued expenses 42 Other business expenses to be transferred 12 Long-term liabilities due within one year 43 Unamortized expenses 13 38,333.32 Other current liabilities 44 Unsettled G/L on current assets 14 Total current liabilities 45 2,604,769.28 703,288.10 Long-term debenture due in a year 15 Long-term liabilities: Other current assets 16 Long-term loans 46 Total current assets 17 1,126,837.44 5,799,401.97 Bonds payable 47 Short-term Investments: Long-term payables 48 Short-term Investments 18 700,000.00 Other long-term liabilities 49 Fixed assets: including: Housing revolving funds 50 Fixed assets - original cost 19 2,986,408.98 4,749,668.98 Special payables 51 Less: accumulated depreciation 20 17,214.42 190,417.45 Total long-term liabilities 52 Fixed assets - net value 21 2,969,194.56 4,559,251.53 Deferred taxes: Disposal of fixed assets 22 Deferred tax credits 53 Construction in progress 23 Total liabilities 54 2,604,769.28 703,288.10 Unsettled G/L on fixed assets 24 Shareholder s equity: Total fixed assets 25 2,969,194.56 4,559,251.53 Paid-in capital (or stock) 55 500,000.00 11,263,751.60 Intangible assets and deferred assets: including: Capital owned by the township 56 Intangible assets 26 251,916.69 Additional paid-in capital 57-10,253.32-506,081.64 Deferred assets 27 including: Supplementary current capital 58 Total intangible assets and deferred assets 28 251,916.69 Surplus reserves 59 164,200.08 164,200.08 Other long-term assets: including: Welfare reserves 60 54,733.36 54,733.36 Other long-term assets 29 Supplementary current capital 61 Deferred taxes: Undistributed profits 62 837,315.96-314,587.95 Deferred tax assets 30 Total shareholders equity 63 1,491,262.72 10,607,282.09 Total assets 31 4,096,032.00 11,310,570.19 Total liabilities and shareholders equity 64 4,096,032.00 11,310,570.19 Translation of Page 12 of 16
Income Statement Compiled by: Harbin Zhonghelida Education Technology Co., Ltd. December 2006 Unit: RMB Item Row No. Current Month Current Year Cumulative Amount I. Revenue of primary operations 1 299,145.29 434,237.61 Less: Discount & allowance 2 53,121.93 334,913.64 Less: costs of primary operations 3 12,934.00 162,717.00 Primary operation taxes and surcharges 4 20.00 II. Gross Profits 5 233,089.36-63,413.03 Add: Other operating income 6 Less: Administrative expenses 7 130,513.05 692,174.50 Financial expenses 8 288.00 98,001.58 III. Operating profit 9 102,288.31-853,589.11 Add: Income on investment 10 Subsidy income 11 400.00 1,885.20 Non-operating income 12 Less: Non-operating expenses 13 300,200.00 IV. Total profit 14 102,688.31-1,151,903.91 Less: Income tax 15 V. Net profit 16 102,688.31-1,151,903.91 Translation of Page 13 of 16
BUSINESS LICENSE FOR THE ENTERPRISE AS LEGAL PERSON (Duplicate Copy) Registration Number: 2301062002945(1-1) Enterprise Name: Harbin Longbo Certified Public Accountants Co., Ltd. Address: No.026, Zhujiang Rd, Xiangfang District, Harbin City Legal Representative: Wang Guimin Registered Capital: 300,000 RMB Paid-in Capital: 300,000 RMB Type of Enterprise: Company of limited liability Scope of Business: Inspect enterprise s investment capital, check accounting items, report forms and other accounting materials, accounting, consolidation, accounting training Term of Business: From September 22, 2006 to October 12, 2009 Founding Date: March 31, 1999 Certification of Practice Statement 1. The Business License is the certificate for enterprise to obtain legal person qualification and legal operation. 2. The Business License includes the original and its duplicate; both of them have the same legal effect. 3. The Business License should be placed in a conspicuous position at the company s location. 4. The Business License should not be forged, altered, rented or transferred. 5. The enterprise s legal person shall apply for an alternate registration to the original registration office for a change of the registered items. 6. The registration authority shall conduct an annual inspection on the enterprise s legal person from March 1 to June 30. 7. When the Business License is revoked, the enterprise is not allowed to conduct the relevant business operation. 8. The Business License should be returned (including the original and its duplicates) when cancelling the registration. 9. If the Business License is lost or ruined, a statement of cancellation should be made and the enterprise should apply for another one. After evaluation, Harbin Longbo Certified Public Accountants Co., Ltd meets the requirements of Law of the People s Republic of China on Certified Public Accountants. We hereby present this certificate as a permission to provide the professional services of certified public accountants. Issuing Agency: The Government of Heilongjiang Province No. 23010020 Translation of Page 14 of 16
NAME OF ENTERPRISE CHINESE 哈尔滨众合利达教育科技有限公司 ENGLISH Harbin Zhonghelida Education Technology Co., Ltd. CERTIFICATE OF APPROVAL FOR ESTABLISHMENT OF ENTERPRISES WITH FOREIGN INVESTMENT IN THE PEOPLE S REPUBLIC OF CHINA APPROVAL NUMBER [2005] No. 0024 CODE FOR IMPORT AND EXPORT ENTERPRISE 2301763180265 DATE OF APPROVAL 2005 DATE OF ISSUE 2006 ISSUING SERIAL NUMBER 2301001721 ADDRESS TYPE OF BUSINESS TOTAL INVESTMENT REGISTERED CAPITAL SCOPE OF BUSINESS No. 58, Hengshan Rd, Nangang District, Harbin City FOREIGN INVESTMENT COMPANY 4,060,400 USD 4,060,400 USD NAME OF INVESTORS (in Chinese and English) China Education Alliance, Inc. DURATION OF OPERATION FIFTY YEARS Technological development, service and transfer of computer system integration and high-tech products; sales of new technological products developed by the company; consultancy of educational information PLACE OF REGISTRATION USA CAPITAL CONTRIBUTION 4,060,400 USD Translation of Page 15 of 16
BUSINESS LICENSE FOR THE ENTERPRISE AS LEGAL PERSON (Duplicate Copy) Registration Number: D01420 Enterprise Name: Harbin Zhonghelida Education Technology Co., Ltd. Address: No. 58, Hengshan Rd, Nangang District, Harbin, Hei Longjiang Province Legal Representative: Yu Xiqun Registered Capital: 4,060,400 USD Paid-in Capital: 1,996,291 USD Type of Enterprise: Company of limited liability (Solely owned by the foreigner) Scope of Business: Technological development, service and transfer of computer system integration and high-tech products; sales of new technological products developed by the company; consultancy of educational information Share Holder (Initiator): China Education Alliance, Inc. (USA) Term of Business: From October 23, 2006 to April 08, 2055 Founded Date: August 09, 2004 Statement 1. The Business License is the certificate for enterprise to obtain legal person qualification and legal operation. 2. The Business License includes the original and its duplicate; both of them have the same legal effect. 3. The Business License should be placed in a conspicuous position in the company. 4. The Business License should not be forged, altered, rented or transferred. 5. The enterprise s legal person shall apply for an alternate registration to the original registration office for a change of the registered items. 6. March 01 to June 30 every year, the operation should be inspected by the issuing unit. 7. When the Business License is revoked, the enterprise is not allowed to conduct the relevant business operation. 8. The Business License should be returned (including the original and its duplicates) when cancelling the registration. 9. If the Business License is lost or ruined, a statement of cancellation should be made and the enterprise should apply for another one. Registration Authority: Record of Annual Inspection Yearly Inspection Date: Translation for Page 16 of 16