Letter of Attorney
By the Founders of
XXX Assets Management Co., Ltd.

The founders XXX Securities Co., Ltd. and XXX Assets Management (Asia) Limited have made a resolution to establish a joint venture company—XXX Assets Management Co., Ltd. (Hereinafter referred to as the Company) according to Interim Provisions for Securities Investment Fund Management and related stipulations regarding the establishment of fund management company of China Securities Regulatory Commission. According to the Founders’ Agreement, the founders jointly authorize the Preparatory Group of “XXX Assets Management Co., Ltd.” as follows:

Article 1. Both founders agree to establish Preparatory Group of “XXX Assets Management Co., Ltd.”

Article 2. The founders shall assume legal responsibilities for all activities of the Preparatory Group within the authorized scope.

Article 3. The Preparatory Group can only exercise its powers as specified in this Letter of Attorney and any activity thereof going beyond it, unless it is admitted or approved posthumously by both the founders, will have nothing to do with the founders, and the legal responsibilities thereof shall be borne by the Preparatory Group and related personnel.

Article 4. The founders authorize the Preparatory Group to represent the founders in full power in the work related to the following preparatory work for the establishment of the Company:

1. To develop the complete set of materials for establishment preparation and opening of XXX Assets Management Co., Ltd. to be submitted to China Securities Regulatory Commission;
2. To draft the Articles of Association of the Company, which shall be agreed and signed by the founders, and submitted to China Securities Regulatory Commission for approval;
3. To appoint an intermediary institution for the company establishment and fund establishment and offering;
4. To apply for pre-approved company name with the local administration for industry and commerce, and handle the formalities like corporate registration, tax registration, etc.;
5. To check and pay the expenses for opening bank account of the Company after the approval of the Company’s establishment by China Securities Regulatory Commission, and the fees and charges incurred during the establishment of the Company;
6. Other affairs related to the establishment of the Company.

Article 5. The founders shall provide the Preparatory Group with documents and materials necessary for application, preparation and establishment of the Company according to the requirements of China Securities Regulatory Commission, and do whatever they can to support the Preparatory Group to handle all related affairs.

Article 6. Preparation and establishment expenses for the Company shall be borne by the established Company; before the Company is established, cost incurred therefrom shall be advanced by the founders pro rata their agreed contributions. In the event that the Company fails to be established, the founders shall bear the expenses incurred therefrom. The founder who pays more than its proportion for the establishment shall be entitled to request he other founder (s) to make up the portion it has paid beyond its proportion and the other founder (s) is obligated to pay for the said portion.

Article 7. This Letter of Attorney will come into force once upon the signatures by all the founders.

Article 8. This Letter of Attorney shall be valid from the date of its issue till the official opening of XXX Assets Management Co., Ltd.

Article 9. This Letter of Attorney is made six (6) originals of the same legal effect, with each of the parties holding one, one original submitted to China Securities Regulatory Commission and one original filed by the Preparatory Group.

For and on behalf of                              For and on behalf of

XXX Securities Co., Ltd.                          XXX Capital Asset Management L. P.

November 2002                                     November 2002