Dear ________,

Please be informed that K-Mart Global Procurement is planing a visit to your factory. The purpose of our visit is to perform a factory certification audit for K-Mart Stores, Inc. focusing on 3 key areas of your factory:

· Factory management practices

· Factory systems

· Labor relationship

To achieve the above, we will follow the audit procedures as below:

1. An opening meeting with your factory management, to explain briefly the purpose and procedures of audit

2. A factory tour to walk around your factory area including production floors, dormitories, canteen, etc.

3. Document review of related d0cuments as shown in the d0cument request list

4. A private interview (without the presence of factory management) between our auditors and selected

employees from your factory

5. A closing meeting with your factory management to conclude any findings.

The entire process should take around half a day or a whole day.

Enclosed, you will find:

· the K-Mart Standards for Suppliers

· a questionnaire concerning general factory information.

· a list of d0cument required for audit review

The information requested in the questionnaire pertains to the machinery in your factory, staffing, and management practices. And the d0cument list shows the d0cuments and records we need to review on the date of audit. Please prepare and have them ready on site.

It would be highly appreciated if you would arrange all workers and all department heads to be at the factory upon our arrival. Each department head should also prepare all the keys to any locked areas that he/she is responsible so that the auditor can access such areas when needed. During the audit, some employees of your factory will also be selected for interview with our auditor(s).

Please acknowledge all above and fill in the confirmed visit date and sign at the lower right corner on next page in Chinese version, then send us this sheet by fax together with the questionnaire within 48 hours after you receive this fax. And if possible, please send us a map showing the location of your factory.

All suppliers are required to join / attend our FC audits. Failure to do so may result in postponing audit date which may affect your shipment.

Should you have further questions, I can be reached at the phone number listed below.

Sincerely,

Factory Certification Coordinator of Shanghai office, FC Division, K-Mart Global Procurement

尊敬的：

作为沃尔玛的供应商，贵公司对沃尔玛业务的发展意义重大。我们对贵公司的一贯支持和真诚合作表示

衷心的感谢， 并希望在今后能与贵公司有更进一步的合作。

现在，我非常荣幸地代表沃尔玛全球采办 FC (工厂认证) 部，跟贵司联系我们的供应商工厂认证事宜。

我们计划对贵公司的工厂做一次沃尔玛的供应商工厂认证， 我们将着重对以下三个方面进行考察：

· 工厂的日常管理；

· 工厂的运作体系；

· 工厂的劳资关系。

我们的主要认证程序是：

1。召开见面会，拜会贵厂管理人员，简要介绍认证目的及认证程序；

2。 巡视厂房，仓库，宿舍，食堂，医疗室等场所；

3。对下附清单所列文件进行阅核；

4。与认证员所挑选的工厂员工进行单独面谈(面谈时请工厂管理人员回避)；

5。召开认证总结会，与厂方负责人及相关人员讨论本次调查中所发现的问题，并提出改正措施。

整个认证访问过程将需要大约半天到一天时间。

现附上下列文件，请参考准备：

· 沃尔玛的供应商标准；

· 认证所需文件清单;

· 基本情况调查问卷。

请贵公司填写基本情况调查问卷，其目的是为了了解贵厂的生产规模，设备及人员的大概配置，员工的基本薪酬福利，大致的人事运作，以便我们内部相应地做一些调整，更好地安排工作重点。

附上认证所需文件清单和我们的具体日程安排，是为了恳请贵厂配合，务必在我方到厂之前准备妥当。同时，为了保障工厂认证过程顺利展开，请工厂预先安排好各部门员工以及有关负责人员在验厂当天上班以配合本次认证工作。各部门负责人则还应携带其管辖区内各上锁地方的锁匙以便随时打开供我方认证人员巡查。

届时我方还会选出数名贵厂员工进行个别访谈，核实贵厂实施沃尔玛供应商标准的具体情况。

另外，请在右下方填写您所确认的到访日程。请确认此信之各项内容并核签，然后与基本情况调查问卷一起在收到此传真后的48个小时内回传给我方。贵公司若能在提供贵厂的中文厂名和地址的同时，提供交通示意图，我们将不胜感谢。

所有的供应商都应安排代表出席本次工厂认证。 否则验厂事宜有可能延误因而影响货期。

如您有其他疑问， 请尽快与我联络。

祝商祺！

备注：请在回复第2~4页时，附上贵厂地图，多谢合作！

沃尔玛初定访问日期 ： ________________

Supplier Representative

工厂认证部协调专员 Stella Xue 供应商代表 签字 : ________________

沃尔玛全球采办工厂认证部上海分部

公司/工厂负责人 ： ________________

公司/工厂确认人签字 ：_________________

PRE-AUDIT QUESTIONNAIRE (工厂基本情况调查问卷)

Name of Supplier: (供应商名称)____________________________________ Supplier #: (供应商编号)_______________________________

Name of Parent Company: (总公司名称)___________________________ Contact Telephone: (联系电话)_______________________

Supplier E-mail: (供应商Email地址)______________________________ Label Name: (标签名称)____________________________

Name of Factory: (工厂名称) ________________________________ Factory #: (工厂编号)______________________________

Facility Name: (工厂名称)______________________________________ Previous Name: (曾用名) ___________________________

Physical Location Address: (地址)________________________________ Country of Origin: (产地) ___________________________

Physical Location Address Line2: (地址)

Physical Location Address Line3: (地址)

Mailing Address: (邮政地址)

Mailing Address Line2: (邮政地址)

Contact Person: (联系人) ______________________________________ Telephone #: (电话)

Contact’s Title: (联系人职位) ___________________________________ Fax # (传真)

Products Manufactured: (产品) __________________________________ Factory E-mail: (工厂email)

¨ Primary Customers: (主要客户) ____________________________________

¨ % K-Mart Production: (WM产量%)(Pls. write “Nil” if first time producing for WM 若首次生产沃尔玛产品，请填“无“)________

Years in Operation: (经营年数) _________________________________ Years Producing for K-Mart(生产沃尔玛产品年数):_____

Factory Ownership Type: (工厂所有形式)_______________ Languages spoken in factory: (工厂所用语言) _________________________

Number of Workers: (工人数量)_______________________

1. Factory Size (Total area/ Production area):(工厂面积:总/生产面积) _______________________

2. How many production buildings in the factory premises(厂区内生产用厂房有几栋？) ___________

3. Production Capacity(in pcs, sets, prs or dozens): (生产能力，单位为件，套，双或打) ___________

4. Number of production lines/ major machines: (几条生产线/多少台主要机器) _______________________ (Please include a list of all machinery on factory’s premises.) (请附一张工厂设备清单)

5. Number of production shifts: (几班制) _________________________

6. Factory employees are paid: (circle one) a. Hourly (时薪) b. Piece Rate (计件) c. Mixed (混合)

(工资支付形式:请画圈)

7. Does your factory provide training? (Circle one) (工厂是否提供培训:请画圈) Yes No

Please describe: (请描述): ____________________________________________________________

Does your factory offer apprentice programs? (Circle one) (工厂是否实施学徒制度) Yes No

Please describe: (请描述)__________________________________________________________________

8. Does your factory provide benefits to workers beyond compensation for completed work? (Circle one)

(除正常完成工作之报酬外, 工厂是否提供其它福利?) (请画圈) Yes No

Please describe: (请描述)______________________________________________________________

9. Does your factory require employment contracts?(Circle one) (工厂是否要求有劳动合同) Yes No

10. Does your factory provide dormitories for workers? (Circle one) (工厂提供宿舍给工人?) Yes No

If yes, how far are those dormitories from the factory? (如果有提供宿舍, 宿舍离厂区有多远?)_________

11. Dormitory Size : (面积)___________________________________________________________________

12. What kind of d0cumentation does your factory require employees to submit at the time of hire?

What is the age of the youngest employee in this facility?

(雇用时工厂要求工人提供哪些资料?工厂工人最小年龄是多少?)

Please describe: (请描述)__________________________________________________________________

13. Does your factory regularly employ other factories to complete a portion of or all of the work on an order?

(Circle one) (工厂是否有请其它工厂帮助完成一份订单的部分或全部工序?) Yes No

If yes, please list down in below the names & contacts of the subcontractors: (如果“是”，请在下面填报外发/转包商的名称,及详细联络资料)：

Name Subcontracted Processes Factory Location Contact Numbers Contact Person

名称 外发/转包工序 工厂位置 联系电话/传真 联系人

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Note: Definition of a subcontractor:

· A contractor of a factory working on a segment, segments or all of the assembly/packaging process of the products；

· A contractor of a factory where brand-names & logos of WM and/or its agents can be found at the production processes or at storage.

注： 外发/转包商定义：

· 工厂的供货厂家，其加工/生产的工序是沃尔玛产品生产的一个，若干个甚至全部的制程；

· 工厂的供货厂家，其某些生产工序和/或储存出现沃尔玛和/或其代理商的商标。

Document List

文件清单

· Business License (营业执照)

· Factory floor plan (工厂平面图)

· Organization Chart (组织机构图)

· Factory rules and regulations (工厂厂规厂纪)

· Dormitory rules and regulations (宿舍纪律规则)

· Employee handbook (员工手册)

· Individual Labor Contract is required; Group labor contract is allowed as long as government’s written d0cument provided and has clear traceability.

(需要提供个人劳动合同，清晰并且通过政府认可的集体合同可以接受)

· Personnel file

· ID copy (身份证复印件)

· Application with joining date (人事档案资料-包括入厂日期)

· Leave application (请假单)

· Resignation letter / record (离职信/记录)

· Warning letter (警告信)

· Health examination report and registration for workers between 16 to 18 years old.

(16-18岁未成年工体检报告及上岗证/登记)

· Local official minimum wage d0cument(当地政府关于最低工资的文件)

· Payroll records and production records for past 12 months: (最近一年的工资 / 生产记录)

(a) Punch card / time card / attendance record (打卡/工时卡/考勤记录)

(b) Payroll computation (manual, computer, etc.) (工资计算记录-手工或电脑)

(c) Pay slip /wage sheet with workers’ signatures (有工人签名的工资条/薪资表)

(d) Wages deduction / fines record (工资扣除/罚款记录)

· Insurance – Official Statement issued by Local Government and Insurance Receipt

(保险-当地政府部门提供的有关条文和保险购买的收据)

· MSDS – Material Safety Data Sheet (物质安全资料表)

· Accident / incident record (突发事件/事故记录)

· Kitchen / canteen hygiene certificate (厨房/餐厅卫生许可证)

· Kitchen / canteen worker’s health certificate (厨房/餐厅人员健康证)

· Special equipment permit / certificate (特殊设备许可证明)

· Special equipment operator permit / certificate (特殊设备操作许可证明)

· Discharge permit (for waste, sewage etc.) (废物/废水等的排污许可证明)

· Others (其它)

K-MART STORES, INC.

STANDARDS FOR SUPPLIERS

K-Mart Stores, Inc. ("K-Mart") has enjoyed success by adhering to three basic principles since its founding in 1962. The first principle is the concept of providing value and service to our customers by offering quality merchandise at low prices every day. K-Mart has built the relationship with its customers on this basis, and we believe it is a fundamental reason for the Company's rapid growth and success. The second principle is corporate dedication to a partnership between the Company's associates (employees), ownership and management. This concept is extended to K-Mart's Vendor who have increased their business as K-Mart has grown. The third principle is a commitment by K-Mart to the communities in which stores and distribution centers are located.

K-Mart strives to conduct its business in a manner that reflects these three basic principles and the resultant fundamental values. Each of our Vendors, including our Vendors outside the United States, are expected to conform to those principles and values and to assure compliance in all contracting, subcontracting or other relationships.

Since K-Mart believes that the conduct of its Vendor can be transferred to K-Mart and affect its reputation, K-Mart requires that its Vendors conform to standards of business practices which are consistent with the three principles described above. More specifically, K-Mart requires conformity from its Vendor with the following standards, and hereby reserves the right to make periodic, unannounced inspections of Vendor's facilities to satisfy itself of Vendor's compliance with these standards:

1. COMPLIANCE WITH APPLICABLE LAWS

All Vendors shall comply with the legal requirements and standards of their industry under the national laws of the countries in which the Vendors are doing business, including the labor and employment laws of those countries, and any applicable U.S. laws. Should the legal requirements and standards of the industry conflict, Vendors must, at a minimum, be in compliance with the legal requirements of the country in which the products are manufactured. If, however, the industry standards exceed the country's legal requirements, K-Mart will favor Vendors who meet such industry standards. Vendors shall comply with all requirements of all applicable governmental agencies. Necessary invoices and required d0cumentation must be provided in compliance with the applicable law. Vendors shall warrant to K-Mart that no merchandise sold to K-Mart infringes the patents, trademarks or copyrights of others and shall provide to K-Mart all necessary licenses for selling merchandise sold to K-Mart which is under license from a third party. All merchandise shall be accurately marked or labeled with its country of origin in compliance with applicable laws and including those of the country of manufacture. All shipments of merchandise will be accompanied by the requisite d0cumentation issued by the proper governmental authorities, including but not limited to Form A's, import licenses, quota allocations and visas and shall comply with orderly marketing agreements, voluntary restraint agreements and other such agreements in accordance with applicable law. The commercial invoice shall, in English and in any other language deemed appropriate, accurately describe all the merchandise contained in the shipment, identify the country of origin of each article contained in the shipment, and shall list all payments, whether direct or indirect, to be made for the merchandise, including, but not limited to any assists, selling commissions or royalty payments. Backup d0cumentation, and any K-Mart required changes to any d0cumentation, will be provided by Vendors promptly. Failure to supply complete and accurate information may result in cancellation or rejection of the goods.

2. EMPLOYMENT

K-Mart is a success because its associates are considered “partners” and a strong level of teamwork has developed within the Company. K-Mart expects the spirit of its commitment to be reflected by its Vendors with respect to their employees. At a minimum, K-Mart expects its Vendors to meet the following terms and conditions:

Compensation

Vendors shall fairly compensate their employees by providing wages and benefits which are in compliance with the national laws of the countries in which the Vendors are doing business or which are consistent with the prevailing local standards in the countries in which the Vendors are doing business, if the prevailing local standards are higher. Vendors shall fully comply with the wage and hour provisions of the Fair Labor Standards Act, if applicable, and shall use only subcontractors who comply with this law, if applicable.

Hours of Labor

Suppliers shall maintain reasonable employee work hours in compliance with local standards and applicable laws of the jurisdictions in which the Suppliers are doing business. Employees shall not work more than 72 hours per 6 days or work more than a maximum total working hours of 14 hours per calendar day (midnight to midnight). The factory has to aim to meet the industry standards for overtime of 60 hours per week. K-Mart will not use Suppliers who, on a regularly scheduled basis, require employees to work in excess of the statutory requirements without proper compensation as required by applicable law. Employees should be permitted reasonable days off (at least one day off for every seven-day period) and leave privileges.

Forced Labor/Prison Labor

Forced or prison labor will not be tolerated by K-Mart. Vendors shall maintain employment on a voluntary basis. K-Mart will not accept products from Vendors who utilize in any manner forced labor or prison labor in the manufacture or in their contracting, subcontracting or other relationships for the manufacture of their products.

Child Labor

K-Mart will not tolerate the use of child labor. K-Mart will not accept products from Suppliers who utilize in any manner child labor in the manufacture or in the contracting, subcontracting or other relationships for the manufacture of their products. No person shall be employed at an age younger than the law of the jurisdiction of manufacture allows.

Where country laws allow children below the age of 14 years to work, K-Mart will only recognize the minimum working age of 14 years, regardless of the law of the jurisdiction.

Discrimination/Human Rights

K-Mart recognizes that cultural differences exist and different standards apply in various countries, however, we believe that all terms and conditions of employment should be based on an individual's ability to do the job, not on the basis of personal characteristics or beliefs. K-Mart favors Vendors who have a social and political commitment to basic principles of human rights and who do not discriminate against their employees in hiring practices or any other term or condition of work, on the basis of race, color, national origin, gender, religion, disability, or other similar factors.

3. WORKPLACE ENVIRONMENT

K-Mart maintains a safe, clean, healthy and productive environment for its associates and expects the same from its Vendors. Vendors shall furnish employees with safe and healthy working conditions. Factories working on K-Mart merchandise shall provide adequate medical facilities, fire exits and safety equipment, well lighted and comfortable workstations, clean restrooms, and adequate living quarters where necessary. Workers should be adequately trained to perform their jobs safely. K-Mart will not do business with any Vendor that provides an unhealthy or hazardous work environment or which utilizes mental or physical disciplinary practices.

4. CONCERN FOR THE ENVIRONMENT

We believe it is our role to be a leader in protecting our environment. We encourage our customers and associates to always Reduce, Reuse, and Recycle. We also encourage our Vendors to reduce excess packaging and to use recycled and non-toxic materials whenever possible. We will favor Vendors who share our commitment to the environment.

5. “BUY AMERICAN” COMMITMENT

K-Mart has a strong commitment to buy as much merchandise made in the United States as feasible. Vendors are encouraged to buy as many materials and components from United States sources as possible and communicate this information to K-Mart. Further, Vendors are encouraged to establish U.S. manufacturing operations.

6. REGULAR INSPECTION AND CERTIFICATION BY VENDOR

Vendors shall designate, on a copy of the K-Mart Vendor Inspection and Certification Form, one or more of its officers to inspect each of its facilities which produces merchandise sold to K-Mart. Such inspections shall be done on at least an annual basis to insure compliance with the standards, terms and conditions set forth herein. The Vendor Officer designated to perform such inspections shall certify to K-Mart following each inspection (i) that he or she performed such inspection, and (ii) that the results reflected on such compliance inspection form are true and correct.

All charges related to the inspection and certification of such facilities shall be paid fully by the Vendor. Vendor shall maintain the completed Inspection and Certification Forms on file at each facility and shall make the forms readily accessible to K-Mart, its agents or employees when requested. Any Vendor which fails or refuses to comply with these standards is subject to immediate cancellation of any and all outstanding orders, refusal or return of any shipment, and termination of its business relationship with K-Mart.

7. RIGHT OF INSPECTION

To further assure proper implementation of and compliance with the standards set forth herein, K-Mart or a third party designated by K-Mart will undertake affirmative measures, such as on-site inspection of production facilities, to implement and monitor said standards. Any Vendor which fails or refuses to comply with these

standards is subject to immediate cancellation of any and all outstanding orders, refuse or return any shipment, and otherwise cease doing business with K-Mart.

8. CONFIDENTIALITY

Vendor shall not at any time, during or after the term of this Agreement, disclose to others and will not take or use for its own purposes or the purpose of others any trade secrets, confidential information, knowledge, designs, data, know-how, or any other information considered logically as “confidential.” Vendor recognizes that this obligation applies not only to technical information, designs and marketing, but also to any business information that K-Mart treats as confidential. Any information that is not readily available to the public shall be considered to be a trade secret and confidential. Upon termination of this Agreement, for any cause, Vendor shall return all items belonging to K-Mart and all copies of d0cuments containing K-Mart’s trade secrets, confidential information, knowledge, data or know-how in Vendor’s possession or under Vendor’s control.

9. K-MART GIFT AND GRATUITY POLICY

K-Mart Stores, Inc. has a very strict policy which forbids and prohibits the solicitation, offering or acceptance of any gifts, gratuities or any form of “pay off” or facilitation fee as a condition of doing business with K-Mart; as a form of gratitude, or as an attempt to gain favor or accept merchandise or services at a lesser degree than what was agreed. K-Mart believes in delivering and receiving only the total quantity agreed.

Any Vendor, factory or manufacturer who violates such policy by offering or accepting any form of gift or gratuity to any associate, employee, agent or affiliate of K-Mart Stores, Inc. will be subject to all loss of existing and future business, regardless of whether the gift or gratuity was accepted. In addition, a Vendor, factory or manufacturer who violates such policy, will be reported to the appropriate governmental authorities of the Vendor’s respective and affiliated countries.

Failure to report such information will result in severe action against such Vendor, trading company or factory including but not limited to termination of all existing and future business relationships and monetary damages.

A copy of these Standards for Vendor shall be posted in a location visible to all employees at all facilities that manufacture products for K-Mart Stores, Inc.

Any person with knowledge of a violation of any of these standards by a Vendor or a K-Mart associate should call 1-800-WM-ETHIC (1-800-963-8442) (in countries other than the United States, dial AT&T’s U.S.A. Direct Number first) or write to: K-Mart Stores, Inc., Business Ethics Committee, 702 SW 8th St., Bentonville, AR 72716-8095.

As an officer of ______________________________, a Vendor of K-Mart, I have read the principles and terms described in this d0cument and understand my company's business relationship with K-Mart is based upon said company being in full compliance with these principles and terms. I further understand that failure by a Vendor to abide by any of the terms and conditions stated herein may result in the immediate cancellation by K-Mart of all outstanding orders with that Vendor and refusal by K-Mart to continue to do business in any manner with said Vendor. I am signing this statement, as a corporate representative of __________________________, to acknowledge, accept and agree to abide by the standards, terms and conditions set forth in this Memorandum of Understanding between my company and K-Mart. I hereby affirm that all actions, legal and corporate, to make this Agreement binding and enforceable against _______________________ have been completed.

VENDOR COMPANY VENDOR REPRESENTATIVE

NAME: NAME:

__________________________________________________ __________________________

TEL & FAX NO.: TITLE:

__________________________________________________ __________________________ ADDRESS: SIGNTURE:

__________________________________________________ __________________________

Factory Assessment Definitions

All factories are inspected in order to confirm K-Mart products are being produced in conditions, which meet our vendor standards. Inspection results and inspection follow up are outlined below.

¨ Green

¨ No or minor violations were observed in Factory.

¨ Violations and/or conditions which can be verified through pictorial evidence.

¨ Orders can be placed.

¨ Orders can be shipped.

¨ Re-inspection in 12 months, as applicable.

Yellow

¨ Factory had violations and/or conditions, which were deemed to be a low to medium risk.

¨ Re-inspection within 120 days, as applicable

¨ Orders can be placed.

¨ Orders can be shipped.

¨ If acceptable CAP is not received within 15 days from the audit date, existing orders NOT in production are cancelled.

¨ If CAP was not received or re-audit was not performed in due time, the factory will be placed under “DISAPPROVED”.

Red

¨ Factory had violations and/or conditions, which were deemed to be a high risk

¨ Future orders cannot be placed.

¨ If acceptable CAP is not received within 15 days from the audit date, existing orders NOT in production are cancelled.

¨ Re-inspection within 60 days from the date of initial audit, as applicable

¨ If CAP was not received or re-audit was not performed in due time, the factory will be placed under “DISAPPROVED”.

Failed

¨ Factory had egregious violations related to child labor, illegal transshipment, forced labor, imprisoned worker, corporal punishment/physical abuse and/or unsafe hazardous working conditions

¨ Factory is not eligible for re-inspection

¨ Existing orders are cancelled.

¨ All production not shipped will be cancelled.

¨ If the carrier has left port, the merchandise will be accepted if retail market agrees.

¨ Future orders will not be placed.

Disapproved Status(Not be confused with FC assessments)

· Factory with 3 consecutive Yellows.

· Factory receives 2 consecutive Reds.

· A combination of Reds & Yellows in 3 consecutive assessments.

· Re-audit result does not confirm with CAP.

· Factory declined/denied entry, declined review of required records, and/or declined interviews with workers – No Shipment is allowed.

· Factory fails to provide CAP by due dates.

· Factory fails to get re-audited by due dates, e.g. 120 days for Yellow and 60 days for Red.

· Any purchase order with a ‘Vendor ship date’ further than 15 calendar days from the date that the factory was Disapprove will be canceled.

· Future order cannot be placed.

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