1. Briefcase on Corporation Law Stella October 12, 2010 Company and its Branch Company

2. Case Summary PARTY A ： Warren Construction Company PARTY B ： Branch Company of PARTY A PARTY C ： Yangzi Hotel

3. Case Summary PARTY C and PARTY B signed an Accommodation Contract (hereinafter referred to as “the Contract”) on May 21, 2004. In accordance with the Contract, PARTY C shall provide accommodation service for PARTY B and PARTY B shall pay for the accommodation fee. PARTY B enjoyed the accommodation service for 2 years. PARTY B owed PARTY C 90,000 RMB accommodation fee and PARTY B failed to pay. PARTYC sued PARTY B for a breach of the Contract.

4. Case Summary Yangzi Hotel （ creditor ） Branch Company （ debtor ） Warren Construction Company Accommodation fee 90,000RMB

5. Lawsuit Plaintiff ： PARTY C Defendant ： PARTY B PARTY C claimed that (i) PARTY B is granted a business license; (ii) PARTY B has its own properties; (iii) PARTY B breached the Contract and failed to perform the obligation under the Contract and (iv) PARTY B shall perform his obligation under the Contract (i.e. PARTY B, as one PARTY of the Contract, shall pay the accommodation fee.)

6. Lawsuit PARTY B defended that (i) it is a branch company of PARTY A; (ii) it does not have the legal personality of a company and (iii) PARTY A shall bear all the civil liabilities caused by its branch company.

7. Points in Issue Which party do you stand for? Can a branch company be a subject of litigation? Shall company bear the civil liabilities caused by its Branch Company’s conduct? Discuss the legal relationship between Parent company (holding company) & Subsidiary Company and Company & its Branch Company.

8. Legal Issues Concerned I. Type of Company  Parent Company and Subsidiary Company A parent company is a company that owns enough voting stock in another firm to control management and operations by influencing or electing its board of directors; the second company being deemed as a subsidiary of the parent company.  Company and its Branch Company Whether a company belongs to another company or is governed by another one

9. Legal Issues Concerned II. Legal Relationship between Company and its Branch Company; Parent Company and Subsidiary Company  Companies may register branch companies.  Applications for incorporation of branch companies shall be submitted to the company registration authorities and a business license shall be issued for successful applications.  A branch company does not possess legal person qualification and its civil liability shall be borne by the company.

10. Legal Issues Concerned  Compare:  Companies may incorporate subsidiaries.  A subsidiary possesses legal person qualification and shall bear civil liability independently in accordance with the law.  A Subsidiary is independent from the parent company.

11. Legal Issues Concerned III. Branch Company may become a subject of litigation  Although branch company is not a legal person, in accordance with the article 49 of the Civil Procedure Law of the People‘s Republic of China, it may become a subject of litigation. But the liability shall be borne by the Company.  Article 49 Any citizen, legal person or any other organization may become a party to a civil lawsuit. Legal persons shall be represented by their legal representatives in litigation. Other organizations shall be represented by their principal leading personnel in litigation.

12. Legal Resource Company Law of the People’s Republic of China Article 14 Civil Procedure Law of the People‘s Republic of China Article 49

13. Thank you !