Shanghai Kaichuang Marine International Co.,Ltd. (China)

Haikou Hengtai Industrial Co., Ltd. is jointly set up on October 11, 1993 by Hainan Hengtai Group Co., Ltd., Hainan Changyin Investment and Development Co., Ltd. (Formerly Hainan Changjiang Agricultural Investment Development Co., Ltd.), Intime Construction Investment Development Company of Hainan, Hainan Fuhua Real Estate Development Company Changsha Branch and Hainan Guoxin Industrial Development Co., Ltd. with a registered capital of 50 million Yuan. The net asset of Changjiang Hengtai Mango Company was assed to be 50 million Yuan. Among the 50 million, the $ 34.5 million was invested to Haikou Hengtai Industrial Co. Ltd. as a capital contribution by Haikou Hengtai Industrial Co., Ltd., accounting for 69.00% of the registered capital. The rest of the net asset of 15.5 million Yuan was invested into Haikou Hengtai Industrial Co., Ltd. respectively as the capital contributions of the other four companies. In its total capital, the contribution of Hainan Changyin Investment and Development Co., Ltd. accounted for 21.64%.The contribution of Hainan Yintai Construction Investment and Development Company accounted for 4.24%. The contribution of Hainan Fuhua Real Estate Development Company in Hainan Changsha Branch accounted for 3.00%. The contribution of Hainan Guoxin Industrial Development Co., Ltd. accounted for 2.12 %. Haikou Hengtai Industrial Co., Ltd. ’s business license registration number is (Joan enterprise A) 28400156-5. Since July 17, 2000, the stock trading of the company was specially treated. The security was referred from "Hengtai Mango" to "ST Hengtai" with the same security code. On September 5, 2000, the shareholder of the Company, Hainan Hengtai Group Co., Ltd., signed the "Equity Transfer Agreement" with Holley Group Co., Ltd., Hainan Branch of Agricultural Bank of China. Hainan Hengtai Group Co., Ltd. has transferred its 33 million ST Hengtai Legal Person shares which have been mortgaged to Hainna Sub-branch of ABC to Holly Group., Ltd. with the price of 1.1 Yuan per share. After this transfer, the Company’s total share capital keeps the same. Holly Group Co., Ltd. holding 33,000,000 shares of corporate stock became the largest shareholder. Hengtai Group Co. Ltd. holding 22510423 shares of corporate stock became the second largest shareholder. On Dec. 31, 2000, the company signed the asset swap agreement entering into the transaction of 0.129 billion Yuan. The replaced assets are accounts receivable (including some of the other receivables, prepayments). The assets which are replaced into are intangible assets of land held by Hengtai Group and “Garden of Dreams” trademark. On Jun. 27, 2001, the company respectively signed “Debt Restructuring Agreement" that for part of the company's debt, Hengtai Group undertook 26138100 Yuan and Yangling High-tech undertook 384401000 Yuan. According to the “Credit transferring notice issued to the Company by Hengtai Group，Hengtai Group transferred 26138100 Yuan of its debt to Yangling High-Tech. Therefore, Yangling High-Tech undertook 410539100 Yuan of the debt. The remaining 172978200 Yuan of the debt was undertaken by the Company. And the Company promised to pay off gradually in three years according to related agreement. Since Mar. 20, 2002, the stock was referred to Huali Technology without changing the security code.