To strengthen communication, contact, exchange and cooperation among a part of creditable hotels or tourist services enterprises in Yunnan Province and boost combination deal and realize resource sharing for various monomer hotels or these enterprise who providing tourist services, thus achieve the purpose of together expanding and sustained developing, therefore it was initiated and organized by Golden Spring Hotel that this Golden Spring Alliance Chamber (hereinafter abbreviated as the Chamber) has been decided to be established.

Article 1: Organization Name

The organization name of this Chamber is: “Golden Spring Alliance Chamber”; it is a organization initiated and organized by golden spring Hotel (including Kunming Golden Spring Hotel and Lijiang Golden Spring Hotel) as well as its subordinative of Golden Spring Hotels Management Company, Golden Spring Travel Agency, Golden Spring Red-Kitchen Blighty Cabaret (Chengdu Red-Kitchen Blighty Cabaret Co., Ltd., Kunming Branch), Golden Spring Chongqing Liuyishou Hotpot Kunming Restaurant (Kunming Jiqun Economy & Trading Co., Ltd.) and voluntarily joined by hotels or tourist services enterprises in Yunnan Province.

Golden Spring Hotel (including Kunming Golden Spring Hotel and Lijiang Golden Spring Hotel) are modern business and traveling hotels concerning foreign affairs, which were invested and built by Yunnan Non-ferrous Metals Mining Co., Ltd. which is subject to Yunnan Non-ferrous Metals Geological Bureau according to four-star standard. These hotels passed authentications of International Quality System ISO9001 and Environmental Management System ISO14001.

Article 2: Purpose

The leaguer of this Alliance Chamber strictly observes national constitution and relevant law, rules and regulations and concerned trade policies and these articles. On the basis of nonintervention every member’s ownership, operation right and management right, a marketing platform for honest, credible and au pair cooperation will be founded to implement joint promotion, resource sharing, reciprocity among members. Let the consumers share substantial benefits through really doing well the Chamber brand name, consequently reached the aim to cultivate every member to be loyal to clients.

Article 3: Leaguer’s Quality

1. The member shall be established through the ratification of relevant legal government institution of the country in conformity with rules, regulations and guild regulations.

2. The member must observe national constitution and related law, rules and regulations and relative trade policies.

3. It shall abide by this constitution.

4. Those that has good social benefit and economic effect.

5. Who with such wish and ability to develop long and sustained. 。

Article 4: Member’s Obligation

1. The said member shall jointly vindicate the credit standing of the Chamber well and create a fine brand name to the Chamber.

2. Producing quality goods at a fair price and providing first-rank services.

3. To provide sites, facilities and services and special preference, which including hotel guestrooms, catering, entertainment as well as the business scope of every member unit.

4. Offering the tariffs of merchandise and services, according to which the prices supplied to members will be made.

5. The member shall observe and execute the Constitution of Alliance Chamber, Membership Regulations, relevant managerial system and management method.

6. In accordance with the stipulation of relative articles of the Membership Regulations of Alliance Chamber, the merchandises or services provided to the members of the Chamber shall be given corresponding discount.

7. The prices of merchandises or services provided to the members shall be ensured that they all conform to their qualities and fit these conditions of local market and the actual operation of the leaguer.

8. The member cannot alter these provided prices of merchandises or services; for that due to market change need to be modified, it shall notify the Marketing Department of the Alliance Chamber one month (30 days) in advance. For those prices that no notification but altered by self, other member unit and leaguer will not accept thus caused consequents or losses will be undertaken by the changer.

9. To actively deal with member’s complaints happened during the consumption course and contact the Member Marketing Department of the Alliance Chamber to carry out negotiation disposal for special condition.

10. To constitute the concrete implementation methods and administrative procedure for the member’s consumption course combined the membership regulations, the using and management methods of member card and the actual condition of the unit.

11. To bear all the happened expenses and responsibilities for various prestoring and pre-authorized member card issued by the unit.

Article 5: Management for Leaguing

1. The “Member Marketing Department of Golden Spring Alliance Chamber” will be set up by the Chamber, which is responsible for communicating and coordinating the agendum in member marketing of all leaguers, carry out the unified management to the Chamber leaguers and their information.

2. The unit that applies for joining this alliance shall bring forward written application to the Member Marketing Department of the Alliance Chamber.

3. The unit applying for participation also needs to provide duplicated documentation of business license, tax registration certificate, corporation code certificate and other licenses for operation merchandises as well as bank account and concerning data.

4. The Member Marketing Department of the Alliance Chamber examines applicant’s documentation and internally publicizes it in the Alliance.

5. More than 60% of insiders approved then the applicant may be accepted as the Chamber member.

6. The new member shall sign the Letter of Commitment of leaguing then may become the formal leaguer of the Alliance.

7. The membership will become effective from the formally approved day; the duration of validity is three years.

Article 6: Leaguing Expenses

1. The first batch of leaguer participated the Chamber will be free for leaguing in the first year.

2. The hardware (online computers, card readers, receipt printers) used for leaguing shall be prepared by the participating part.

3. The needing software system for leaguing (software system of member management) is designated by the marketing department. The ownership belongs to the system developer therefore the leaguing part needs to pay port using expense to the developer then the member network may be put into operation.

4. The port using expense of software system paid by the leaguing part will follow the agreement signed by Golden Spring Hotel with the system developer before.

5. This system developer is in charge of the free training of earlier stage for the system operation.

6. The leaguing part outside of Kunming City needs to pay the trainee’s expenses for long-distance traffic and accommodation.

7. The member cards needing during the marketing of all leaguers will be purchased from the Marketing Department by the leaguer.

8. For this expenses happened during members initiating operations of sales promotion or encouragement the Alliance Chamber will use nonrecurring cost input into the item as the charging standards, which will be apportioned by each unit according to the proportion of consumption sum consumed by the member in its unit during the same period.

Article 7: Financial Management

1. Special financial staff is setup in the Member Marketing Department of Golden Spring Alliance Chamber for opening special accounts and managing the internal balance for members and carrying out financial settlement with all units according to prescribed procedure.

2. For the card payment or happened consumption through member management system by members of Golden Spring Alliance Chamber, of which the Marketing Department will collect system management fee, which is 1% of the actual happened sum (this charge is undertaken by all leaguer units and is deducted from the sum that shall be paid to the leaguer units) and used for the daily operation expenditure of the Member Marketing Department. If there is surplus in this money, it will be used to the yearly encouragement for member’s integral.

3. Golden Spring Alliance Chamber constitutes the concrete finance managerial system to carry out both funds administration and integral administration for the member’s consumption happened among the internal of all leaguers, please see “Financial Settlement and Managerial System of Golden Spring Alliance Chamber” for concrete contents.

4. All member units constitute the concrete internal finance operating procedure and managerial system by themselves in accordance with “Financial Settlement and Managerial System of Golden Spring Alliance Chamber”.

Article 8: Organizational Structure

1. Golden Spring Alliance Chamber sets up Standing Council, which consists of managing directors.

2. The Standing Council is the decision-making organ of the Chamber.

3. In the Standing Council there put up a chairman and several managing directors, who nominated and recommended by the unit; the chairman is elected by the Standing Council.

4. The Member Marketing Department is established by the Chamber, which is in charge of agendum.

Article 9: Leaguer Withdrawal

1. Due to it self’s condition changed after joining the Alliance Chamber, if a leaguer requests for withdrawal, it needs notifying the Marketing Department with written notice at least two months (60 days) in advance; meanwhile completely deal in well the relative rehabilitation measures for the members admitted by the unit and the issued member cards and reported to the Marketing Department, when which carried out confirmation and putting on records then it may retreat from the Chamber.

2. For that unit which withdraws from the Chamber by itself without notifying the Marketing Department, the Chamber will not recognize. If it does not dispose well the relative rehabilitation measures for the members admitted by the unit and the issued member cards thus caused losses, all the responsibilities will be undertaken by the said unit; moreover if it is necessary all units of the Chamber will ascertain the corresponding responsibilities by legal means.

Article 10: Membership Termination

1. The membership is automatically ended when the leaguer drop out from the Chamber.

2. Owing to self-reason (as bankruptcy, dissolution, business termination etc.) caused the member cannot exist; its membership be ended by itself.

3. For that member unit, which inobservance this Constitution and the Membership Regulations of Alliance Chamber, relevant managerial system, management method, the Chamber will cancel its membership.

4. For those units abolished membership by the Chamber, the Marketing Department will notice other leaguer units to stop the card payment and the discount for its member card; at the same time close the data connection between the unit and the member management system, any losses and consequents therefrom will be undertaken by this leaguer unit.

Article 11: Others

1. If due to force majeure or network system failure or other factor caused that the client’s card payment is not smooth or halted, the Chamber will not be responsible for the resulting service stay, pause or cancellation; however it is amenable to do well the explanation works to the member.

2. The invoices of merchandises or services shall be receipted according to the “Financial Settlement and Managerial System of Golden Spring Alliance Chamber” and law; the revenue will be undertaken by the member unit, which is located at the consumption happened place.

3. Every leaguer unit shall quarantine the qualities of merchandises or services sold by itself in accordance with relevant national law, regulations and trade standards. For the customer's complaints regarding merchandises or services quality, the Marketing Department may represent to pass on and raised improving suggestion or treat after asking for the agreement of the member unit according to the relevant national law, regulations and trade standards.

4. Owing to that the relevant national law, regulations and trade standards have been adjusted, to them when the merchandises or services supplying by the member unit do not conform the Chamber has the power to require the concerned member unit to modify or stop selling these merchandises or services to the member.

5. If the member unit has the tort to the client, the Chamber will assist the concerned administrative department to deal with according to the relative national laws, rules, regulations and trade standards.

6. No any member unit is allowable to sign agreement or do advertisement under the name of the Chamber when such action has not been approved by the Marketing Department; the Chamber name cannot be used for any commercial act if without the permission of the Marketing Department of the Chamber.

7. The Marketing Department constitutes the “Membership Regulations of Golden Spring Alliance Chamber” according to this constitution.

8. It also makes managerial system of the Chamber, management method, operational scheme and operational procedure in the light of this constitution.

Article 12: Effective Date

It comes into effect from the publicized day.

Article 13: Supplementary Articles

1. The right to interpret belongs to the Standing Council of Golden Spring Alliance Chamber.

2. This constitution will be continually amended and perfected in the course of the development and operation of the Chamber.

3. Any inexhaustive matters concerned in the context of this constitution will be stipulated additionally.

Golden Spring Alliance Chamber

2007