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TABLE OF CONTENTS - Warner Norcross & Judd LLP

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Management of U.S. and Canadian Sales (From Michigan Location). Canada is Michigan’s largest trading partner.Michigan’s geographic location and industrial ties to other U.S. states and Canada make it the logical choice for centralizedNorth American operations.Establishing a Wholly-Owned SubsidiaryUnless business operations in the U.S. will be owned by a Chinese company’s subsidiary or other affiliate in the U.S., Chinesecompanies normally establish operations in the U.S. in the form of a business corporation. In order to form a corporation,articles of incorporation must be prepared and filed with the appropriate state agency; in Michigan, it is the Bureau ofCommercial Services. Under Michigan law, the articles of incorporation must include:● Name of corporation.● Name of the resident agent and registered office in Michigan upon whom legal service of process may be served.● Description of the general nature of the corporation's business.● The term of the corporation.● The number and class of shares to be issued.● The name and business or residence address of the incorporators.● Any agreements between incorporators regarding terminations, distributions of assets, dissolution and any other mattersthat the incorporators may decide to include.Incorporation is simple and relatively inexpensive. A basic Michigan corporation can be established in a few days and for aslittle as a few thousand dollars with the help of a law firm in Michigan. Chinese investors should confer with lawyers, tax andfinancial advisors, as well as banks in Michigan with respect to issues such as the following:Doing business in Michigan● Tax planning.● Immigration procedures for Chinese nationals to work in the U.S.● Labor and employment practices and laws for local hires.● Sitting issues for office or other operating space.33

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