（示范格式） 

甲方：

乙方：

解除原因：双方已达成了新合同（编号为： ）

        双方在平等自愿的基础上，经过友好协商，一致决定，解除双方就 事宜于 年 月 日签订的 合同（合同编号为： ）。
       双方签订的合同（编号为： ）自 年 月 日起解除，双方在此合同中的权利义务随之一并解除，互不追索，亦互不承担任何责任。
      本协议自双方盖章之日起生效。
      本协议一式二份，双方各执一份。

甲方                                    乙方

年 月 日                                 年 月 日

To: Co. Ltd

LAW FIRM (hereinafter referred to as “the Firm”), mandated by —————Co. Ltd. (hereinafter referred to as “the Company”), appointed the undersigned, Mr. Sun Hongxia , to participate in the 2009^th annual meeting of the Company (hereinafter referred to as “the Meeting”), which is held in the meeting room situated at 25th floor, Yue Dian Mansion, No. 2 Tian HeDong Road, Guangzhou at 9:00 a.m. on May 15th, 2009.

In accordance with the provisions of the Company Law of the People’s Republic of China (hereinafter referred to as “the Company Law”), the Rules of the General Meeting 全体大会 of Listed Company (hereinafter referred to as “the Rules”) and the Articles of Association of the Company, I examine, verify and witness the qualification of the person convening 召集the meeting, the procedure of convening and holding the Meeting, the qualifications of the persons　　present出席 at the Meeting, the delivery of provisional motions,临时提案 the voting procedure of the meeting and etc. and then issue this Legal Opinion according to the best of my understanding of the facts and the laws.

I hereby give my consent同意 to the publication of the Legal Opinion as necessary documents of the Meeting and agree to take legal responsibility incurred thereof.

I, following the practice行业 standards, moral regulations, diligence and responsibility spirits commonly accepted in Chinese legal practice, examine and verify the documents provided by the Company and relevant facts and hereby make my comments as follows:

I. Qualification of the person convening the Meeting, procedures of convening and holding the Meeting

The Meeting is convened by the fifth board of directors of the Company. In order to hold the Meeting, relevant resolutions决议 have been adopted by the 19th meeting of the fifth board of directors of the Company on April 18th, 2009 and the notice as to 关于the holding of the Meeting been put out发布 by the board of directors in China Securities, Securities Times and Hong Kong Commercial on April 23rd, 2009. The actual time, place and contents of the Meeting are in consistent with the provisions of the notice.

Upon examination and verification, the qualification of the person convening the Meeting is lawful and valid, and the procedures of convening and holding the Meeting meet the requirements of the Company Law, the Rules and the Articles of Association of the Company.

II. Qualifications of the persons presenting at the Meeting

Upon通过 examination and verification, there are in total 全部[33] shareholders and shareholder’s proxies, representing [1,658,807,122] shares, which occupy [62.38]% of all issued shares of the Company, present at the Meeting. The qualifications of the said shareholders and shareholder’s proxies are lawful and valid after examination and verification.

In addition, parts of directors, supervisors, candidates for director or supervisor, secretary of the board of directors, parts of members of senior management of the Company, the accountant and the lawyer hired by the Company also present at the Meeting.

III. Delivery of provisional motion at the Meeting

There is no provisional motion delivered at the Meeting.

IV. Voting procedure of the Meeting

All motions set out展现 in the notice has been examined, discussed and voted item by item 一条一条by means of named vote at the Meeting. The related shareholders abstain from弃权 the vote on related transactions. The voting process has been supervised in accordance with the Articles of Association of the Company and the result thereof be immediately announced. All motions have been passed and related resolutions have been adopted.

V. Conclusion

From above, I draw my conclusion that the qualification of the person convening the Meeting, the procedure of convening and holding the Meeting, the qualifications of the persons present at the Meeting and the voting procedure of the Meeting are all in compliance with 遵循the provisions of the laws, regulations and the Articles of Association of the Company, the results stemming therefrom and the resolutions adopted in the Meeting are lawful and valid.

This Legal Opinion is made in two originals 原件and two copies. Both originals and copies shall be of same legal effect.

LAW FIRM

Sun Hongxia

Lawyer-in-charge

May 15th, 2009