CONSTITUTION

THE AMERICAN CHAMBER OF COMMERCE

IN THE PEOPLE'S REPUBLIC OF CHINA

Preamble

This Constitution of the American Chamber of Commerce in the People's Republic of China is adopted as of September 12, 2000, pursuant to an Extraordinary General Meeting of the Chamber held on such date, amending and restating the prior Constitution, as amended by the Annual General Meeting of November 20, 2003.

ARTICLE 1: NAME

ARTICLE 2: OBJECTIVES

ARTICLE 3: MEMBERSHIP

ARTICLE 4: MEETING OF THE CHAMBER

ARTICLE 5: OFFICERS

ARTICLE 6: BOARD OF GOVERNORS

ARTICLE 7: ELECTION COMMITTEE

ARTICLE 8: DISSOLUTION

ARTICLE 9: AMENDMENT OF THE CONSTITUTION

ARTICLE 10: BYLAWS